Exhibit 10.21

Terms
and Conditions for the Manufacture of Products by Ben Venue Laboratories, Inc

This signed agreement is required to
provide services and manufacture your Product at Ben Venue Laboratories, Inc. This
agreement covers all Products & services for the development and manufacture of
Products for your company at Ben Venue and remains in place until superceded by a formal
supply agreement.

By:

Ben Venue Laboratories,
Inc.300 Northfield RoadBedford, Ohio 44146

Hereinafter referred to as BVL, and

CUSTOMER NAMEADDRESSCITY, STATE, ZIP

Hereinafter referred to as
Customer,

agree to the following terms and
conditions in reference to the development and manufacture of Customers Products at
BVL.

# 1. Facilities

1.1 BVL will provide manufacturing
facilities that conform to current Good Manufacturing Practices established by the FDA and
will perform its obligations hereunder and supply Product in accordance with all
applicable laws and regulations and in accordance with written documentation provided to
Customer.

1.2 All services will be performed at
BVL facilities unless otherwise agreed to in writing by BVL and Customer.

# 2. Audits

2.1 Customer and any third-party
consultant appointed by Customer shall have reasonable access to observe and inspect
BVLs facilities and procedures with respect to the Products including all analytical
and manufacturing documentation directly related to the Products upon scheduling in
advance with BVLs compliance manager. Any such Customer appointed third-party
consultant must be pre-approved by BVL such approval not to be unreasonably withheld and
be bound in writing to the Confidentiality Agreement signed by Customer and BVL. Customer
shall have the right to one annual compliance audit each year to (i) observe, inspect and
audit the manner in which BVL conducts quality control of Customer Products, (ii) inspect
BVLs plant and records relating to BVLs quality and other controls related to
its manufacture of the Products. For cause audits will be scheduled as mutually agreed to
by the parties.

2.2 Customers employees and/or
representatives including consultants who inspect BVL facilities shall comply with all BVL
policies and procedures. Customer assumes all liability resulting from presence of
Customers employees at BVL facilities, except to the extent that any such liability
is a result of BVLs negligence or willful misconduct.

# 3. Materials &
Documentation

3.1 Customer will provide active drug
substance and any other mutually agreed to Customer supplied components at (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) in advance of scheduled manufacturing date in accordance
with BVLs procedures.

3.2 Customer must give BVL permission
in writing to do ID only by label verification of the active drug substance, if no
identification test is to be performed at BVL.

3.3 BVL will release all materials
provided by BVL.

3.4 Customer will provide materials
and manufacturing information necessary for the development and manufacturing of Products.

3.5 Customer will specify samples to
be sent for testing and provide address for shipment on the purchase order for all sample
request not included in the Master Production Record.

3.6 BVL will provide, at
Customers request, a copy of the BVL Drug Master File (DMF) and authorization for
FDA to access the DMF. This may be used by the Customer to prepare a Regulatory filing.

3.7 BVL shall deliver Product and/or
Services to Customer in compliance with quotations provided to Customer which shall be
referenced by quotation number on Customers purchase order, which shall include by
reference specifications mutually agreed upon by the Customer and BVL. For manufacturing
services said specifications must be incorporated in the master batch record or in a
special instruction to a specific batch record.

3.8 BVL will submit to Customer a
Certificate of Compliance, a Certificate of Analysis listing results of testing, and a
completed batch record for each lot of Product shipped.

3.9 Customer will provide written QC
testing requirements, methods, specifications and reference standard for the Active
Pharmaceutical Ingredient and drug Product. Customer will approve initial testing
documents, the Master Production Record and any revisions of the documents thereafter.
Revisions of approved documents requested within eight weeks of scheduled manufacturing or
other services may cause a delay or postponement of manufacturing and/or other services
requested by the Customer.

3.10 Customer is responsible for
notifying BVL with instruction for disposition of tailings and rejects, which will be
incorporated into the Master Batch Record and include a shipment address for tailing and
rejects if Customer requests return of tailings and rejects.

3.11 Customer will evaluate BVL
Certificate of Analysis and perform at least an identity assay upon all batches of Product
manufactured for the Customer.

3.12 Customer will be financially
responsible for all materials purchased by BVL on Customers behalf based on
requirements communicated by Customer to BVL in forecast and/or Purchase Orders, in the
event the materials become obsolete for any reason, including but not limited to
termination of the project by Customer for any reason.

# 4. Purchase Orders

4.1 Customer will provide Purchase
Orders with information defined in Item 4.2 (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) in
advance of the requested manufacturing date or (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
in advance of the requested delivery date. Purchase Orders for other services will be
issued by the Customer on a mutually agreed upon timeline with BVL. All purchase orders
will reference the BVL quotation number(s) provided to Customer.

4.2 The following information must be
included on all Purchase Orders

| | 4.2.1
BVL end item number or description of service outlined in the Quotation provided to
Customer4.2.2 BVL Product description or service description4.2.3 Batch Size in vials
from Quotation4.2.4 Number of Batches4.2.5 Delivery Date (Date for BVL to release the
lot and deliver Product & batch record)4.2.6 BVL Quotation Number for Product/Service
4.2.7 Delivery Address4.2.8 Shipping requirements & Instructions (temperature,
dedicated trucks, preferred carrier, overnight etc.) Contact name for Preferred Carrier,
Temperature Monitors, Ship on BVL Release or Hold for Customer Authorization to Ship or
Ship in Quarantine.4.2.9 Billing Address4.2.10
Special Instructions for Specific Batch           (Examples)
           Annual Stability Batch
           Process
Validation Batch           Special
Sampling Instructions mutually agreed to in advance4.2.11 Customer Lot# and
Expiration Date if Applicable
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# 5. Forecast &
Planning

5.1 Customer shall submit at least
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)before the start of each calendar quarter an
updated estimate for both volumes and delivery dates of its requirement for Product for
the following (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). The estimated requirements for
the (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of these (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) shall be considered firm orders for which Customer will issue purchase orders
pursuant to Section 4 of this agreement. In addition a (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) forecast will be submitted by the Customer to BVL on an annual basis due by
February 28th each year for the following (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED). Ben Venue shall provide Customer with a forecast template to be used for all
forecasts. All forecasts provided shall be non binding on either party, unless agreed to
in writing by both parties and shall be subject to acceptance of a purchase order which
will be confirmed in writing by BVL.

# 6. Insurance and
Liability Limits

6.1 Customer will retain title to and
risk of loss of the bulk active drug substance, in process and in finished Product, except
if BVL damages the material while in storage at BVLs facility, due to BVLs
negligence or willful misconduct. BVL will maintain general liability insurance in an
amount sufficient to cover the replacement cost of Customer supplied raw materials up to
$(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED), and will include Customer as an additional
insured under the relevant policies. For Process related losses see BVL 6.2.

6.2 After such time as all Production
and Testing Procedures have been fully developed and validated and a complete and
successful technical transfer to BVLs production department has occurred, BVL will
reimburse Customer up to $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) per batch for any
loss of customer supplied raw materials and/or components and will issue a credit for the
manufacturing fee, if an invoice for the manufacturing fee has been issued for the
production, for any batch of Product which does not meet the specifications contained in
the master batch record, pro-rated over the usable portion of the batch if applicable. The
monetary values of all Customer supplied raw materials and components must be disclosed to
BVL prior to production in the questionnaire provided by BVL to Customer. The Customer is
responsible for notifying BVL in writing of any changes in the value of the raw material
or components supplied to BVL. Further, any such claim for a loss must be due to failure
of BVLs personnel to follow directions or to gross negligence on their part.

6.3 Neither party will be liable to
the other party for consequential damages, including but not limited too loss of sales,
profit, clinical trial costs, regardless of the reason for such consequential damages.

# 7. Safety

7.1 BVL and Customer shall mutually
develop safety procedures for the handling and manufacture of Product and treatment and
disposal of waste relating thereto that comply with all federal and state environmental
and occupational safety and health requirements. Such procedures shall be included in a
separate document and shall be followed by BVL and Customer in performing services under
this agreement.

7.2 Customer will provide Material
Safety Data Sheets and other handling information required by law, to be provided prior to
shipment of any material to BVL. BVL will not receive any material until all required
information has been provided.

7.3 Customer will provide BVL with
all information regarding safety of biological and drug Products and will maintain
currency of such information.

# 8. Payment and Pricing

8.1 Customer acknowledges that all
invoices must be paid to BVL no later than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
days after the date of invoice, payment terms are (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED). For manufacturing services an invoice will be issued after BVLs
Documentation Department has issued a Certificate of Compliance or, if applicable, at the
time a Quarantine shipment is made, for non production services invoices will be sent in
accordance with the terms outlined in Proposals / Quotations provided to Customer as work
is performed for those services. Any invoice(s) remaining to be paid after (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) days from the date of the invoice(s), unless such invoice(s)
are in dispute, will result in BVL requiring Customer to pay all or part of the fee for
services in advance for future orders until such time as Customer has reestablished its
credit. In order to avoid penalty, Customer must notify BVL within (CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED) after receipt of invoice if invoice is to be disputed.

8.2 Customer acknowledges that all
prices of Product shall be on the basis of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

8.3 Customer may be asked to prepay a
minimum of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the amount of the Purchase Order
with the Purchase Order, until acceptable credit history is established.

8.4 BVL will consider that the
Product has been accepted by Customer, unless BVL is notified in writing within
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) after shipment of the completed batch record
that the Product fails to conform to applicable specifications.

8.5 Pricing will be established in
Proposal/Quotations provided to Customer by BVL.

# 9. Cancellation or
Postponement

9.1 Customer will pay a cancellation
fee of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the price of the quoted batch if
cancellation or postponement is within (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) weeks
of the scheduled manufacturing date. If cancellation occurs within (CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED) weeks of the scheduled fill date, Customer is responsible for paying
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)price of the scheduled production.

# 10. Storage

10.1 (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) is responsible for storage charges for Products stored more than one month
beyond BVLs release. A formal quotation for these charges may be obtained from
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Contract Service Department. These charges are
reviewed annually. Short term storage of Product in BVLs warehousing facilities
beyond one month must receive prior approval from BVL. Such approval will be granted on a
space-available basis.

# 11. Stability Program

11.1 Customer is responsible for
stability testing program. Customer may contract with BVL to perform stability testing
under separate proposals provided to Customer by BVL based on a mutually agreed to
protocol.

# 12. Retention Samples

12.1 Customer is responsible for
maintaining retention samples of all finished Product shipped to Customer.

# 13. Release for Sale
and/or Distribution

13.1 Customer is responsible for
release of the final Product for sale or distribution.

# 14. Complaints

14.1 Customer is responsible for maintaining
complaint file and notifying BVL of complaints relating to manufacturing defects.

# 15. Regulatory

15.1 Customer is responsible for
securing the necessary regulatory approvals for the Product.

15.2 Customer is responsible for Drug
Listing of Product and providing a copy of Drug Establishment Regulatory Form 2656 to BVL
once Product is approved by U.S. FDA for marketing.

15.3 Customer will certify that the
Product to be manufactured by BVL shall not be processed, packed, or distributed in
violation of any provision of the Federal Food, Drug and Cosmetic Act.

15.4 Customer is responsible for all
Product specific Agency(s) filings including the Annual Report filing with the FDA.

15.5 Customer is responsible to
insure that all filings with any agency are consistent with the specifications for the
Product contained in BVLs Master Batch Record, BVL SOPs or incorporated by
reference in these documents.

# 16. Confidentiality

16.1 The terms of this
Confidentiality section are mutual between BVL and Customer as either a Disclosing Party
or Receiving Party as the case may be.

16.2 The Disclosing party will
provide to the Receiving party certain information including but not limited to, data,
reports, patents, patent applications, trade secrets, or the like concerning any
scientific, technical, financial, trade, or business information applicable to the
project, the Confidential Information. The Receiving party agrees to protect and keep
confidential all Confidential Information and all notes of information obtained pursuant
to this Agreement. The Receiving Party agrees that it shall limit its use of the
Confidential Information to performing certain services as mutually agreed to in writing
by the Parties. The Receiving Party also agrees that it shall not use any Confidential
Information, directly or indirectly, for its own benefit or that of any person, firm or
corporation other than the Disclosing Party. All information exchanged regardless of
format shall be considered Confidential Information.

16.3 The Receiving Party agrees and
acknowledges that the Confidential Information to be disclosed to it pursuant to this
Agreement constitutes unique and valuable commercial and proprietary information of the
Disclosing Party. Accordingly, the Receiving Party shall not duplicate, disclose, or
discuss any such Confidential Information to or with third parties, without the prior
written consent of the Disclosing Party. Except that the Receiving Party may disclose
Confidential Information received by it under this Agreement only to those of its
directors, officers, employees, agents, and consultants who have a need to know such
Confidential Information in the course of the performance of their duties with respect to
the purposes of this Agreement and who are bound by written agreement to protect the
confidentiality of such Confidential Information in accordance with the terms hereof.

16.4 Notwithstanding anything to the
contrary herein, the Receiving Party shall not be obligated to maintain the
confidentiality of any information provided to it under this Agreement which:

a.    
          Is already in the public domain at the time of disclosure to it, or

b.    
          at any time after disclosure to the Receiving Party becomes public knowledge
          through no fault of the Receiving Party;

c.    
          is disclosed to the Receiving Party by any third party who is free to make such
          disclosure; or

d.    
          is disclosed by the Receiving Party with the prior written consent of the
          Disclosing Party, or

e.    
          is information which the Receiving Party can establish was in its
          possession prior to disclosure or was subsequently and independently developed
          by employees of or on behalf of the Receiving Party without use, direct or
          indirect, of Confidential Information protected by this Agreement.

f.    
          is required to be disclosed pursuant to a requirement of law, subject to
          provisions outlined in Item 16.8 of Section 16 of this agreement.

16.5 The confidential undertakings
and agreements of the Receiving Party shall survive termination of this Agreement.
Promptly upon termination of this Agreement and request of the Disclosing Party, the
Receiving Party shall return to the Disclosing Party all notes of information obtained
pursuant hereto and summaries thereof and any copies of documents of the Disclosing Party,
personnel interviews, or other Confidential Information in its possession. This agreement
shall not be construed as a grant of any right or license to the Receiving Party with
respect to Confidential Information or the Disclosing Partys Product or as a
requirement to either party to enter into any further arrangement with respect to
Confidential Information or the Disclosing Partys Product.

16.6 The confidentiality obligations
of this agreement shall be maintained for a period of five years beyond the expiration or
termination of this Agreement.

16.7 Provided all obligations of this
agreement are maintained, the parties understand and acknowledge that the other may now
market or have under development products which are competitive with products now offered
or which may be offered by the other, and the parties communications hereunder will
not serve to impair the right of other to develop, make, use, procure, or market products
or services now or in the future which may be competitive to those offered by the other
party nor for the parties to disclose any planning or other information to the other.

16.8 Notwithstanding any provision
herein to the contrary, in the event that any Receiving Party hereafter becomes obligated
by mandatory applicable law, regulatory rule or judicial or administrative order to
disclose Confidential Information or any portion thereof, to any third party, governmental
authority or court, the Receiving Party shall immediately notify the Disclosing Party
thereof of each such requirement and identify the Confidential Information so required
thereby, so that the Disclosing Party may seek an appropriate protective order or other
remedy with respect to narrowing the scope of such requirement and/or waive Receiving
Partys compliance with the provisions of this Agreement.

16.9 Both parties agree that should
this Agreement be breached, money damages would be inadequate to remedy such a breach. As
a result, the non-breaching party shall be entitled to seek, and a court of competent
jurisdiction may grant, specific performance and injunctive or other equitable relief as a
remedy for any such breach of this Agreement. Such remedy shall be in addition to all
other remedies, including money damages, available to a non-breaching party at law or in
equity.

16.10 Upon request, each party shall
return all copies of the Confidential Information to the other party, except for a single
copy to be kept by its legal counsel in its confidential file for the purpose of
determining compliance with its obligations of this agreement.

16.11 Neither party will issue any
press release or other public announcement relating to any activities involving the other
party without the prior written consent of the other party, except where such
announcements are required by law or regulation. The parties will use all reasonable
efforts to consult with the other and cooperate with respect to wording of any such
announcement.

# 17. Batch Rejections

17.1 BVL will reserve the right to
sample and retest Product if, prior to Customers release, Customer claims that
Product fails to meet applicable specifications.

17.2 Customer will provide an
approved rework procedure (if Product can be reworked).

17.3 In the event of a rejection of a
batch of Product, BVL will cease further production of Product until such time as the
results of the investigation have been communicated to Customer and Customer has confirmed
the corrective action. Should Customer desire to have Product manufactured while the
investigation is in process, (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) will be
responsible for the fees for service performed by BVL whether the batch is accepted or
rejected by Customer or BVL. (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) will provide a
written statement of financial responsibility (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
while investigations and corrective actions are being determined by BVL and Customer.

17.4 Customer may reject any
commercial, developmental or clinical Products manufactured for Customer if such Products
fail to comply with Manufacturing Instructions and Specifications, incorporated in the
master batch record, previously agreed upon by Customer and Ben Venue. However, until such
time as all manufacturing processes and/or analytical procedures are validated,
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) will be financially responsible for all BVL
fees for services for each batch of Product provided by BVL, at prices confirmed by
quotation(s) and purchase orders, unless such batch is rejected due to the gross
negligence of BVL. Customer acknowledges that until all processes and methods are
validated that additional cost may be incurred for unanticipated developmental issues.

# 18. Term and Termination

18.1 This agreement remains in effect
until superceded by a future agreement or upon termination by either party.

18.2 This agreement may be terminated by
either party by giving 6 months written notice to the other.

# 19. Notices

19.1 All notices required or
permitted hereunder shall be given in writing and sent by mailed postage prepaid,
certified or registered mail, return receipt requested, or sent by a nationally recognized
express courier service, or hand-delivered at the following addresses:

If to Ben Venue:          Ben Venue Laboratories, Inc.
                                                                 A Boehringer-Ingelheim Company
                                                                 Attn: General Manager
                                                                 Contract Manufacturing Services
                                                                 300 Northfield Road
                                                                 Bedford, Ohio  44146
                                                                 Fax: 440-439-6398
If to COMPANY:       MedImmune,Inc.
                                      Attn: Senior Director, Supply Chain Management
                                      660 Research Drive
                                      Frederick, MD 21703
Cc.                                MedImmune, Inc.
                                      Attn: Legal Affairs
                                      35 West Watkins Mill Road
                                       Gaithersburg, MD 20878

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Notices shall be effective upon
receipt. A party may change its address listed above by written notice to the other party.

# 20. Amendments and
Waiver of Provision

20.1 This Agreement may only be
amended by a written instrument duly executed by both parties.

20.2 No waiver of any provision of
this Agreement shall be effective unless the party whose rights are being waived duly
executes it. No waiver with respect to any one occurrence, action, or inaction shall be
effective with respect to any subsequent or other occurrence, action or inaction, similar
or otherwise.

# 21. Assignment

21.1 This Agreement may not be
assigned by either party hereto EXCEPT to an affiliate or a purchaser of all or
substantially all of the stock or assets of either one of the parties without the prior
written consent of the other and shall be binding upon and inure to the benefit of the
successors and permitted assigns of each party.

# 22. Governing Law

22.1 This Agreement and the rights,
duties and obligations of the parties hereunder shall be governed by and construed in
accordance with the laws of the State of Delaware, USA.

# 23. Miscellaneous

23.1 Customer will provide the name
and phone numbers of a contact person(s) who may be called at any hour during the times
when BVL is manufacturing the Product.

23.2 Nothing contained in this
Agreement shall be construed, by implication or otherwise, as an obligation to enter into
any further agreement relating to any of the Confidential Information or as the grant of a
license to either party to use the others Confidential Information other than for
the purpose herein.

These terms and conditions
supersede any conflicting Terms and Conditions contained with the Customers Purchase
Orders or on BVLs Purchase Order acknowledgment. Customer acknowledges that these
terms and conditions are incorporated by reference on every purchase order.

# THIS DOCUMENT
SUPERSEDES ALL OTHER DOCUMENTS AND AGREEMENTS.

|                 | For: BEN VENUE LABORATORIES, INC. (BVL)                                                   
|---------------- | ------------------------------------------------------------------------------------------
|Date: 10/17/2003 | BY /s/Peter HansburyPeter Hansbury, R.Ph. General Manager, Contract Manufacturing Services

|                 | For: Customer                                                                                     
|---------------- | --------------------------------------------------------------------------------------------------
|Date: 10/16/2003 | BY /s/Chris Hodge (for Edward Goley)Edward Goley Vice President and General Manager, Manufacturing