DATED July 25, 2000





                        PolyMASC Pharmaceuticals plc (1)

                    Flemington Pharmaceutical Corporation (2)








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                              TECHNOLOGY EVALUATION
                                    AGREEMENT
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Contents                                                                 Page No

1.       Definitions.....................................................      1

2.       Engagement and Grant............................................      5

3.       Work Programme..................................................      5

4.       Costs...........................................................      8

5.       Confidentiality and Publication.................................      8

6.       Intellectual Property...........................................     10

7.       Commencement and Termination....................................     12

8.       Disclaimers.....................................................     13

9.       Third Party Rights..............................................     14

10.      Warranties......................................................     14

11.      Non-Solicitation................................................     15

12.      Force Majeure...................................................     15

13.      Press Release...................................................     15

14.      Assignment......................................................     16

15.      Amendment and Waiver............................................     16

16.      Entire Agreement................................................     16

17.      Independent Contractor..........................................     16

18.      Further Assurances..............................................     17

19.      Severability....................................................     17

20.      Notices.........................................................     17

21.      Law and Jurisdiction............................................     18

SCHEDULE 1...............................................................     19

SCHEDULE 2...............................................................     20

SCHEDULE 3...............................................................     21


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                                                                               1
THIS AGREEMENT ('Agreement') is dated            2000


BETWEEN

(1)      Po1yMASC Pharmaceuticals plc, a company incorporated in England and
         Wales whose registered office is at 12 Gough Square, London, EC4A 3DW,
         United Kingdom ('PolyMASC'); and

(2)      Flemington Pharmaceutical Corporation, a company incorporated under the
         laws of New Jersey whose registered office is at 43 Emery Avenue,
         Flemington, New Jersey, USA 08822 ('FIemington').


WHEREAS

(A)      Po1yMASC has developed technology and know-how, and owns intellectual
         property, relating to the use of polymers such as PEG (as defined
         below) in combination with pharmaceutical drugs, therapies and delivery
         systems.

(B)      Flemington is engaged, amongst other things, in the business of
         developing novel application drug delivery systems including Flemington
         Product (as defined below) and has developed technology and expertise
         and owns intellectual property with respect thereto.

(C)      The Parties wish to collaborate with each other to carry out the Work
         Programme (as defined below) to investigate the possible application of
         Po]yMASC's PEGylation techniques to the Protein (as defined below) for
         use in Flemington Product.

IT IS AGREED as follows:

1        Definitions

         1.1      In this Agreement the following words shall have the following
                  meanings:

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                                                                               2

Affiliate                  any person, corporation, company, partnership, joint
                           venture, limited liability company and/or other
                           entity which Controls, is Controlled by, or is under
                           common Control with a Party;

Commencement Date          the date set out at the head of this Agreement;

Confidential Information   information of any kind (whether oral, written or in
                           any other form) containing or consisting of material
                           of a technical, operational, administrative,
                           economic, marketing, planning, business or financial
                           nature or including Intellectual Property of any kind
                           or which was provided or disclosed directly or
                           indirectly by one of the Parties to the other under
                           or in contemplation of this Agreement;

Control                    shall mean, in relation to a body corporate, the
                           power of a person to secure:

                           (a)      by means of the holding of shares or the
                                    possession of voting power in or in relation
                                    to that or any other body corporate; or

                           (b)      by virtue of any powers conferred by the
                                    articles of association or other document
                                    regulating that or any other body corporate;


                           that the affairs of the first-mentioned body
                           corporate are conducted in accordance with the wishes
                           of that person, and, in relation to a partnership,
                           means the right to a share of more than one half of
                           the assets, or more than one half of the income of
                           the partnership;
                           and 'Controls' and 'Controlled' shall have
                           corresponding meanings;

Flemington Intellectual    any and all Intellectual Property that may be
Property                   beneficially owned by or licensed to Flemington
                           (including any

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                                                                               3

                           patents that may be granted to, and patent
                           applications that Flemington is entitled to make or
                           are beneficially owned by Flemington) which are
                           applicable to the Flemington ton Product as set out
                           in Schedule 1;

Flemington Product         Flemington's buccal delivery system or such other
                           similar system beneficially owned by or licenced
                           to Flemington;

Intellectual Property      patent rights, copyrights, Know-How, inventions,
                           processes, design fights, trade secrets, trade marks,
                           fights in Confidential Information and all other
                           intellectual property rights whether or not
                           registrable and whether or not registered, and
                           including applications to register and the right to
                           apply to register the foregoing;

Invention                  any invention, development, derivative material,
                           biological material or discovery, whether patentable
                           or otherwise and arising directly from the Work
                           Programme;

Know-How                   all information not in the public domain of
                           whatsoever nature, including but not limited to
                           ideas, discoveries, inventions, data, formulae,
                           techniques. procedures for experiments and tests,
                           technical information, specification, results of
                           experiments and tests, designs, sketches, records and
                           analyses and interpretations of information necessary
                           for the practice of Flemington's Intellectual
                           Property;

Option Period              the period to commence upon the completion of the
                           Work Programme and to terminate 45 days thereafter;

Parties                    PolyMASC and Flemington, and 'Party' shall mean one
                           of them;

PEG                        polyethylene glycol;

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                                                                               4


PEGylation                 coupling to PEG;

Po1yMASC Intellectual      any and all Intellectual Property that may be
Property                   beneficially owned by or licensed to PolyMASC
                           (including any patents that may be granted to, and
                           patent applications that PolyMASC is entitled to make
                           or are beneficially owned by PolyMASC) which are
                           applicable to PEGylation of the Protein as set out in
                           Schedule 3;

Protein                    research grade insulin which is to be PEGylated
                           pursuant to the terms set out herein;

Technical Information      all know-how, experience, processes, methods,
                           techniques, drawings, designs, diagrams, technical
                           specifications and all other technical information
                           relating to the Work Programme including any
                           improvements, modifications or adaptions thereto.

Work Programme             the work to be carried out by PolyMASC and Flemington
                           and set out in Schedule 2.

         1.2      In this Agreement:

                  (a)      section headings are used for convenience only and
                           shall not affect its interpretation;

                  (b)      references to persons shall include incorporated and
                           unincorporated persons; references to the singular
                           include the plural and vice versa; and references to
                           the masculine include the feminine; and

                  (c)      the Schedules to this Agreement shall form part of
                           this Agreement as if set out here.

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                                                                               5

2.       Engagement and Grant


         2.1      Flemington and PolyMASC will each carry out their respective
                  duties of the Work Programme in accordance with the provisions
                  of this Agreement.

         2.2      The Parties acknowledge that this Agreement provides for the
                  conduct of research work as set out in the Work Programme and
                  accordingly specific results cannot be guaranteed.

         2.3      For the purposes of giving effect to the Work Programme
                  Flemington hereby grants to PolyMASC a non-exclusive
                  research-only licence to such of Flemington Intellectual
                  Property (including the Know How) as in Flemington's
                  reasonable opinion is necessary to enable PolyMASC to PEGylate
                  the Protein for use in Flemington Product as set out in
                  Schedule 2 and for no other purpose.

         2.4      For the purposes of giving effect to the Work Programme
                  PolyMASC hereby grants to Flemington a non-exclusive
                  research-only licence to such of the PolyMASC Intellectual
                  Property as in PolyMASC's reasonable opinion is necessary to
                  enable Flemington to use the PEGylated Protein in Flemington
                  Product as set out in Schedule 2 and for no other purpose.

         2.5      Except as expressly set forth in this Agreement. no Party
                  shall obtain rights in or a licence to Intellectual Property
                  or other property right of the other.

3.       Work Programme

         3.1      Upon execution of this Agreement PolyMASC and Flemington shall
                  each appoint a project manager who will have day to day
                  responsibility for the running of the Work Programme.

         3.2      During the Work Programme each Party shall.

                  (a)      conduct all studies, research and tests assigned to
                           the Work Programme in a diligent and professional
                           manner; and


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                                                                               6

                  (b)      make a good faith and reasonable effort to accomplish
                           the objectives of this Agreement and will notify the
                           other Party if it determines that there are likely to
                           be substantial changes in the time frames.

         3.3      Each Party shall provide the other, free of charge, with all
                  Technical Information in its possession, power and control and
                  all such materials and assistance reasonably required to
                  enable the other to carry out its obligations under this
                  Agreement.

         3.4      Each Party acknowledges that information provided by either
                  Party pursuant to this Clause 3, where not protected by
                  patent, is strictly confidential and can only be used during
                  this Agreement and only for the purpose of evaluating the
                  PEGylation of the Protein for use in Flemington Product and
                  pursuant to the obligations of confidentiality set out in
                  Clause 5.

         3.5      PolyMASC shall commence the Tasks described under its name in
                  Phase 1 of the Work Programme within 10 (ten) days of the
                  Commencement Date. Flemington shall perform the task described
                  under its name in Phase 1 on the dates set out in Phase 1 of
                  the Work Programme.

         3.6      Upon completion of Phase 1 the Parties shall supply each other
                  with a report describing the results of the work undertaken by
                  each.

         3.7      The Parties will consider the results of the work undertaken
                  in Phase 1 of the Work Programme and either proceed to Phase 2
                  of the Work Programme or terminate this Agreement in
                  accordance with Clause 7.2.

         3.8      Subject to Clause 3.7, the Parties shall perform their
                  respective tasks described under their respective name in
                  Phase 2 of the Work Programme on the dates set out in Phase 2
                  of the Work Programme.

         3.9      Upon completion of Phase 2 of the Work Programme the Parties
                  shall supply each other with a report describing the results
                  of the work undertaken by each.

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                                                                               7

         3.10     The Parties shall within a reasonable period after completion
                  of Phase 2 of the Work Programme then consider in good faith
                  whether and how best to proceed to seek a development partner
                  to fund further research, with a view to obtaining regulatory
                  approval for subsequent manufacturing and marketing. If:

                  (a)      the Parties wish to proceed, they shall enter into
                           good faith negotiations of the terms and conditions
                           of an appropriate agreement such agreement to be
                           executed, unless otherwise agreed by both parties,
                           within 90 days of such agreement to proceed; or

                  (b)      PolyMASC or Flemington do not wish to proceed then
                           that party may upon 14 days written notice to the
                           other terminate this Agreement;

         3.11     If the parties jointly decide to terminate the Work Programme
                  before completion, or if they are unable to agree on whether
                  or not to proceed, this Agreement shall terminate. Upon such
                  termination, either party shall be free to make use of the
                  results of the portion of the work Programme which had been
                  completed. Notwithstanding the foregoing, it is not the intent
                  of the parties that, in the case of such termination, either
                  party shall have any right to use any Intellectual Property or
                  Confidential Information of the other without entering into a
                  mutually acceptable licensing agreement.

         3.12     Each Party shall be free to use the results of the Work
                  Programme after completion thereof.

         3.13     Notwithstanding the reports at Clauses 3.6 and 3.9, each party
                  shall regularly inform the other of the work it performs that
                  is related to the Work Programme.

         3.14     During the Work Programme and in any event prior to completion
                  of the Work Programme the Parties shall meet in order to
                  determine whether a further course of work which is not listed
                  in the Work Programme is required to be carried out in which
                  event the Parties shall carry out such further work on the
                  same terms and conditions as contained herein, unless
                  otherwise agreed by both Parties. The Work Programme shall be
                  amended accordingly.

<PAGE>


                                                                               8

4.       Costs


         4.1      Each party shall be responsible for bearing its own costs and
                  expenses incurred in performing the work assigned to it under
                  the Work Programme, including all labour costs unless
                  otherwise agreed in writing by both parties.

         4.2      All and any third party costs necessary for the Work Programme
                  shall be borne equally by the Parties provided that prior to
                  engaging any third party each Party shall obtain the prior
                  written consent of the other (not to be unreasonably withheld)
                  after having provided the other with the identity of that
                  third party and a detailed estimate of the likely costs of
                  such third party together with such other information as the
                  other may reasonably require.

         4.3      All payments due under this Agreement:

                  (a)      are exclusive of any Value Added Tax or similar tax
                           which, where applicable, will be payable to one party
                           by the other as the case may be;

                  (b)      shall be made in pounds sterling or US dollars as the
                           Parties may agree by wire transfer to the Parties'
                           bank; and

                  (c)      shall, unless otherwise indicated, be paid within 30
                           days of invoice from due date.

5.       Confidentiality and Publication


         5.1      Each Party shall ensure the confidentiality of the other
                  Parry's Confidential Information and shall use the same only
                  for the purposes of carrying out the Work Programme. For the
                  purposes of this Clause 5, Party shall include any Affiliate
                  and the obligations to maintain the confidentiality of
                  Confidential Information shall apply to such Affiliates
                  mutatis mutandis.

         5.2      The obligations set out in this Clause 5 shall expire 5 (five)
                  years after the expiry or termination of this Agreement.

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                                                                               9

         5.3      The obligations set out in this Clause 5 shall not apply to
                  any information which the Party receiving the same can prove
                  by written records:

                  (a)      was already its property or lawfully in its
                           possession prior to receiving it from the other
                           Party;

                  (b)      was already in the public domain when it was provided
                           by the other Party;

                  (c)      subsequently enters the public domain through no
                           fault of its own;

                  (d)      is received from a third party who has the right to
                           provide it without imposing obligations of
                           confidentiality; or

                  (e)      is required to be disclosed by an order of any court
                           of competent jurisdiction or governmental authority,
                           or by the requirements of any stock exchange on which
                           the shares of the receiving party or any of its
                           Affiliates are listed or are to be listed, provided
                           that the receiving Party takes all such steps as the
                           other Party then reasonable requests to resist or
                           avoid having to make such anticipated disclosure
                           and/or to ensure that the amount and scope of the
                           Confidential Information that would have to be
                           disclosed is the minimum necessary and provided that
                           the receiving Party keeps the other Party fully and
                           promptly informed of all relevant matters so that the
                           other Party may seek a protective order or other
                           appropriate remedy in relation to such anticipated
                           disclosure.

         5.4      Each Party shall take all reasonable steps to minimize the
                  risk of disclosure of Confidential Information by ensuring
                  that:

                  (a)      only those employees working on the Work Programme
                           and such other employees of either Party:

                           (i)      shall have access to Confidential
                                    Information if their duties require such
                                    access and if they are bound by a
                                    confidentiality obligation in similar terms
                                    to this Clause 5; and

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                                                                              10

                           (ii)     have the duty of confidentiality
                                    specifically drawn to their attention in
                                    their contracts of employment, and

                  (b)      any consultant who is required to have access to
                           Confidential Information is bound by duties of
                           confidentiality to that Party on terms no less
                           onerous than those contained in this Agreement.

         5.5      Each of the Parties acknowledges that any breach of any of the
                  provisions of this Clause 5 may result in immediate and
                  irreparable damage to the disclosing Party and that monetary
                  damages maybe inadequate to compensate the disclosing Party
                  for the breach. In the event of a breach or a threatened
                  breach by the receiving Party, the disclosing Party, in
                  addition to any other right, relief, or remedy available at
                  law or in equity, shall be entitled to apply for any equitable
                  relief that any court of competent jurisdiction may deem just
                  and proper.

6.       Intellectual Property

         6.1      Except as expressly provided in this Agreement, neither Party
                  claims by virtue of the existence of this Agreement any right,
                  title or interest in the other Party's pre-existing
                  Intellectual Property, such as issued patents or pending
                  patent applications owned by the other Party, or any
                  invention, process or product arising out of the other Party's
                  previous research and development whether or not patented or
                  patentable.

         6.2      Each Party shall own solely all Inventions invented solely by
                  its employees and agents. To the extent that either Party
                  sub-contracts performance of any work regarding the Project,
                  that party shall ensure that any Intellectual Property or
                  Inventions emanating from the work of its sub-contractor(s)
                  shall be assigned to it absolutely.

         6.3      To the extent that any Invention is developed by the Parties
                  jointly or otherwise than solely by either party, it shall be
                  owned as follows:

                  (a)      by PolyMASC only if the Invention relates to
                           PEGylation;


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                                                                              11

                  (b)      by Flemington only if the Invention relates to
                           Flemington product;

                  (c)      jointly owned in equal and undivided shares by the
                           Parties if the Invention relates to any other area.
                           In the event of any such jointly owned Invention
                           being registrable, PolyMASC agrees to be responsible
                           for the filing and prosecution on behalf of the
                           Parties and in their joint names of applications for
                           registration, and the maintenance and renewal of any
                           registrations, in such countries as the Parties agree
                           in writing, subject to Flemington co-operating in the
                           provision of all necessary assistance, information
                           and instructions, with respect to, and bearing an
                           equal proportion of any fees and costs, including
                           reasonable agents and lawyers fees, associated with
                           the same, provided that:

                           (i)      if one party but not the other wishes to
                                    apply for registration in any country or
                                    countries, the party wishing to apply may do
                                    so at its sole cost and expense on behalf of
                                    both Parties and in their joint names, and
                                    the party not making such an application
                                    shall provide the party making the
                                    application all necessary assistance,
                                    information, and instruction;

                           (ii)     neither Party shall amend or abandon any
                                    registration in respect of which the Parties
                                    are jointly registered without the other
                                    Party's written consent;

                           (iii)    the party making an application for
                                    registration shall consult with the other
                                    party at reasonable intervals concerning the
                                    application for and maintenance of such
                                    registration.

         6.4      Each Party shall do and execute all such further acts and
                  things as are reasonably required to give full effect to this
                  clause 6.

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                                                                              12

7.       Commencement and Termination


         7.1      This Agreement will commence on the Commencement Date and
                  shall continue until the earlier of the following:

                  (a)      the date on which this Agreement is terminated by
                           either Party in accordance with clause 7.3; or

                  (b)      upon completion or termination of the Work Programme
                           in accordance with clause 3.

         7.2      Either Party may terminate this Agreement by giving the other
                  14 days' written notice if the parties cannot agree how to
                  proceed pursuant to clause 3.10.

         7.3      Without prejudice to any other right or remedy, either Party
                  may terminate this Agreement at any time by notice in writing
                  to the other Party such notice to take effect as specified in
                  the notice:

                  (a)      if the other Party is in breach of any material term
                           of this Agreement and, in the case of a material
                           breach capable of remedy the breach is not remedied
                           within 7 (seven) days of the other Party receiving
                           notice specifying the breach and requiring its
                           remedy; or

                  (b)      if the other Party becomes insolvent, or if an order
                           is made or a resolution is passed for the winding up
                           of the other Party (other than voluntarily for the
                           purpose of solvent amalgamation or reconstruction),
                           or if an administrator, administrative receiver or
                           receiver is appointed in respect of the whole or any
                           part of the other Party's assets or business, or if
                           the other Party makes any composition with its
                           creditors or takes or suffers any similar or
                           analogous action in consequence of debt.

         7.4      Upon termination of this Agreement for any reason:

                  (a)      the Work Programme shall cease and, except for
                           accrued rights (including without limitation the
                           right for both Parties to retain monies received, if

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                                                                              13

                           any, and receive payment for work done by any third
                           parties prior to termination and the right for both
                           Parties to receive reports on such work already
                           undertaken), neither Party shall have any further
                           rights or obligations in respect of the Work
                           Programme;

                  (b)      each Party shall return to the other all material
                           provided by the other Party, documents containing the
                           Confidential Information of the other Party, and all
                           copies made, promptly upon request, or certify that
                           documents and copies have been destroyed;

                  (c)      neither Party shall use or otherwise exploit the
                           other's Intellectual Property; and

                  (d)      Clause 6.2 and all confidentiality obligations shall
                           survive.

8.       Disclaimers


         8.1      Flemington hereby acknowledges that any materials, samples,
                  results or information that PolyMASC may provide under this
                  Agreement ('Delivered Items') are experimental in nature.

         8.2      To the extent permitted by law, PolyMASC makes no
                  representation, and gives no warranty or undertaking, express
                  or implied, in relation to any of the materials including, but
                  not limited to, warranties that the Delivered Items:

                  (a)      do not infringe third party rights;

                  (b)      are of satisfactory quality;

                  (c)      are fit for any particular purpose;

                  (d)      comply with any sample or description; or

                  (e)      are viable, uncontaminated, safe or non-toxic.

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                                                                              14

         8.3      Nothing in this Agreement shall be construed as limiting
                  PolyMASC's liability in negligence for death or personal
                  injury, or in the tort of deceit.

9.      Third Party Rights


         9.1      Each Party shall immediately give written notice to the other
                  of any infringement or threatened infringement of, or any
                  challenge to, the other party's Intellectual Property rights
                  or any unauthorised use of the other party's Technical
                  Information by a third party which comes to its knowledge.

         9.2      Each Party ('the Indemnifying Party') shall, at its own
                  expense, defend or at its option settle any action brought
                  against any the other ('Indemnified Party') which consists of
                  a claim that the use of the Indemnifying Party's Intellectual
                  Property or Technical Information for any activity
                  contemplated under this Agreement infringes any Intellectual
                  Property right belonging to a third party, and the
                  Indemnifying Party agrees to be responsible for all and
                  indemnify the Indemnified Party against all losses, costs
                  (including reasonable legal costs), damages, liabilities,
                  claims and expenses suffered or incurred by the Indemnifying
                  Party in connection with any such claim. The Indemnifying
                  Party's obligations under this sub-clause 10.2 shall be
                  conditional on the Indemnified Party: (a) promptly notifying
                  the Indemnifying Party of such claim; (b) giving the
                  Indemnifying Party express authority to proceed as
                  contemplated by this sub-clause 10.2 and (c) providing the
                  Indemnifying Party with all such available information and
                  assistance as it may reasonably require.

10.      Warranties

         10.1     Each of the Parties warrants that:

                  (a)      it has full power and authority to carry out the
                           actions contemplated under this Agreement, and that
                           its entry into and performance under the terms of
                           this Agreement will not infringe the rights of any
                           third party or cause it to be in breach of any
                           obligations to a third party;

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                                                                              15

                  (b)      without limitation to the foregoing, its Intellectual
                           Property does not, so far as it is aware, infringe,
                           and it shall use all reasonable endeavours to ensure
                           that its Intellectual Property will not infringe, the
                           rights of any third party, and no third party has
                           threatened or, so far as it is aware, is currently
                           threatening proceedings in respect of such
                           infringement, and none of its Intellectual Property
                           is the subject of any actual or, so far as it is
                           aware, threatened challenge or opposition or
                           revocation proceedings.

         10.2     Except as expressly provided in this Agreement, there are no
                  conditions, warranties or other terms binding on the parties
                  with respect to the actions contemplated hereunder, and any
                  condition, warranty or other term in this regard which might
                  otherwise be implied or incorporated into this Agreement,
                  whether by statute, common law or otherwise, is, insofar as it
                  is lawful to do so, hereby excluded.

11.      Non-Solicitation

         Each party agrees during the term of this Agreement and for a period of
         one (1) year following its termination, not to solicit or induce any
         officer, employee, agent or contractor of the other party or any of its
         Affiliates involved with any Project to terminate their employment or
         engagement with the other or its Affiliates (as appropriate).

12       Force Majeure

         Neither Party shall have any liability or be deemed to be in breach of
         this Agreement for any delays or failures in performance of this
         Agreement which result from circumstances beyond the reasonable control
         of that Party, including without limitation labour disputes involving
         that Party. The Party affected by such circumstances shall promptly
         notify the other Party in writing when such circumstances cause a delay
         or failure in performance and when they cease to do so.

13.      Press Release

         Neither Party will make any public disclosure or issue any press
         release relating to this Agreement or the transactions contemplated
         hereby without the prior written consent of

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                                                                              16

         the other except as such disclosure may be required by applicable law
         or regulation and provided that the amount and scope of any
         Confidential Information required to be disclosed is the minimum
         necessary.

14.      Assignment

         Neither Party shall assign or sub-contract any rights under this
         Agreement in whole or in part without the prior written consent of the
         other Party such consent not to be unreasonably withheld or delayed
         save in relation to an Affiliate in which event such consent shall be
         unnecessary provided that either Party promptly notifies the other
         Party of any assignment or subcontract to its Affiliate.

15.      Amendment and Waiver

         This Agreement may only be amended in writing signed by duly authorised
         representatives of PolyMASC and Flemington. No delay in the exercise or
         the non-exercise by a Party of any of their rights under or in
         connection with this Agreement shall operate as a waiver or release of
         that right or any other right or obligation under this Agreement.

16.      Entire Agreement

         This Agreement includes its Schedules and sets out the entire agreement
         between the Parties relating to its subject matter and supersedes all
         prior oral or written agreements, arrangements or understandings
         between them relating to such subject matter. The Parties acknowledge
         that they are not relying on any representation, agreement, term or
         condition which is not set out in this Agreement

17.      Independent Contractor

         PolyMASC and Flemington are independent contractors and nothing herein
         shall be deemed to establish a relationship of principal and agent
         between PolyMASC and Flemington, nor any of their agents or employees
         for any purpose whatsoever. This Agreement shall not be construed as
         constituting PolyMASC and Flemington as partners,

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                                                                              17

         or creating any other form of legal association or arrangement which
         would impose liability upon one Party for the act or failure to act of
         the other Party.

18.      Further Assurances

         The parties shall do and execute all such further acts and things as
         are reasonably required to give full effect to the rights given and the
         transactions contemplated by this Agreement.

19.      Severability

         Should one or more provisions of this Agreement be or become invalid,
         the Parties hereto shall substitute, by mutual consent, valid
         provisions for such invalid provisions which valid provisions in their
         economic effect are sufficiently similar to the invalid provisions that
         it can be reasonably assumed that the Parties would have entered into
         this Agreement with such valid provisions. In case such valid
         provisions cannot be agreed upon, the invalidity of one or several
         provisions of this Agreement shall not affect the validity of this
         Agreement as a whole, unless the invalid provisions are of such
         essential importance to this Agreement that it is to be reasonably
         assumed that the Parties would not have entered into this Agreement
         without the invalid provisions.

20.      Notices

         20.1     Any notice to be given under this Agreement shall be in
                  writing and shall be sent by registered mall or by fax
                  (confirmed by first class mail) to the address or fax number
                  of the relevant Party set out below, or such other address or
                  fax number as that Party may from time to time notify to the
                  other Party in accordance with this Clause 21.1 Notices shall
                  be addressed as follows:

                  Flemington

                  Flemington Pharmaceutical Corporation
                  43 Emery Avenue
                  Flemington,
                  New Jersey
                  USA 08822

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                                                                              18

                  For the attention of: General Counsel, Robert F Schaul
                  Fax number: +1 908 788 0489

                  PolyMASC

                  PolyMASC Pharmaceuticals plc
                  Fleet Road
                  London NW3 2EZ
                  United Kingdom

                  For the attention of: James Green, Commercial Development
                  Director
                  Fax number: +44 20 7284 3107


         20.2     Notices sent as above shall be deemed to have been received
                  three working days after the day of posting, or on the next
                  working day after transmission (in the case of fax messages,
                  but only if a transmission slip is generated by the sender's
                  fax machine recording a message from the recipient's fax
                  machine, confirming that the fax was sent to the number
                  indicated above and confirming that all pages were
                  successfully transmitted).

21.      Law and Jurisdiction

         This Agreement shall be governed by English law. Where a claim or
         dispute arising out of or in connection with this Agreement is not
         settled by negotiation between the Parties within 30 days from the date
         of such claim or dispute, the Parties will consider in good faith for a
         further period of 30 days whether or not to refer the matter to
         alternative dispute resolution ('ADR') techniques before resorting to
         litigation. If either Party does not wish to use, or continue to use,
         ADR techniques, or such techniques do not resolve the dispute within 30
         days of referral to ADR, either Party may proceed with litigation. If
         either Party resorts to litigation, the courts of England and Wales
         shall have non-exclusive jurisdiction.

         Nothing in this clause shall prevent either Party from having recourse
         to a court of competent jurisdiction for the sole purpose of seeking a
         preliminary injunction or such other provisional judicial relief as it
         considers necessary to avoid irreparable damages.

(The Parties' signature appear on page 24)


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                                                                              19

                                   SCHEDULE 1

                                    (deleted)


<PAGE>


                                                                            20

                                   SCHEDULE 2

                                    (deleted)


<PAGE>

                                                                              21

                                   SCHEDULE 3

                             PolyMASC Patent Rights.


Pat I

                  US Patent No. 5,349,052, filed May 12, 1993, issued September
                  20, 1994, entitled 'Process for fractionating polyethylene
                  glycol (PEG)-protein adducts and an adduct for PEG and
                  granulocyte-macrophage colony stimulating factor'.

                  US Patent Application No. 5,880,255, issued March 9, 1999,
                  filed April 14, 1995 as a divisional of US Patent No.
                  5,349,052, entitled 'Process for fractionating polyethylene
                  glycol (PEG)-protein adducts and an adduct for PEG and
                  granulocyte-macrophage colony stimulating factor'.

                  US Patent Application Serial No. 09/234466, flied 21 January
                  1999, as a divisional of US Patent No. 5,880,255, entitled
                  'Process for fractionating polyethylene glycol (PEG)-protein
                  adducts and an adduct for PEG and granulocyte-macrophage
                  colony stimulating factor'.

                  US Patent Application No. 09/234493, filed 21 January 1999 as
                  a divisional of US Patent No. 5, 880,255, entitled 'Process
                  for fractionating polyethylene glycol (PEG)-protein adducts
                  and an adduct for PEG and granulocyte-macrophage colony
                  stimulating factor'

                  EP Patent Specification No. 439508. granted, entitled 'A
                  process for fractionating polyethylene glycol (PEG)-protein
                  adducts and an adduct for PEG and granulocyte-macrophage
                  colony stimulating factor'.

                  EP Patent Application, publication no. 727437, filed April 1
                  1996, as a divisional of EP Patent Specification No. 439508
                  entitled A process for fractionating polyethylene glycol
                  (PEG)-protein adducts and an adduct for PEG and
                  granulocyte-macrophage colony stimulating factor'.


<PAGE>

                                                                              22


                  EP Patent Application, publication no. 727438, filed April 1,
                  1996, as a divisional of EP Patent Specification No. 439508,
                  entitled 'A process for fractionating polyethylene glycol
                  (PEG) -protein adducts and an adduct for PEG and
                  granulocyte-macrophage colony stimulating factor'.

                  Japanese Patent Application serial no. JP 89/511185, filed
                  October 20, 1989, entitled 'A process for fractionating
                  polyethylene glycol (PEG)-protein adducts and an adduct for
                  PEG and granulocyte-macrophage colony stimulating factor'.

Pat IV

                  US Patent Application Serial No. 08/471,348, filed June
                  6,1995, entitled 'Polymer Modification'.

                  US Patent Application Serial No. 08/601,040, filed February
                  23, 1996, entitled 'Polymer Modification'.

                  EP Patent Application, publication no. 714402, filed August
                  23, 1994, entitled 'Polymer Modification'.

                  Japanese Patent Application serial no. JP 07/507430, filed
                  February 26, 1996, entitled 'Polymer Modification'.

Pat VI

                  UK Patent Application no. 9701800.6, filed January 29, 1997,
                  entitled 'PEGylation Process'.

                  UK Patent Application no. 9701804.8, filed January 29, 1997,
                  entitled 'PEGylation Process'.

                  UK Patent Application no. 9704653.6, filed March 6, 1997,
                  entitled 'PEGylation Process'.



<PAGE>

                                                                              23


                  UK Patent Application no. 9708055.0, filed April 22, 1997,
                  entitled 'PEGylation Process'.

                  PCT Application no. W098/32466, entitled 'PEGylation Process'




<PAGE>

                                                                              24


EXECUTED BY THE PARTIES as follows.

For and on behalf of                       )
PolyMASC Pharmaceuticals plc               )


/s/ A.J. Green
-------------------------------------------
A.J. Green, Commercial Development Director

27th July, 2000
-------------------------------------------
Date


For and on behalf of                       )
Flemington Pharmaceutical Corporation      )


/s/  Dr. Harry A. Dugger III
-------------------------------------------
Dr. Harry A. Dugger III, President

July 25, 2000
-------------------------------------------
Date