EXHIBIT 10.79
                          DISTRIBUTION AGREEMENT

     This Distribution Agreement ("AGREEMENT") is entered into as of
November 26, 1997 (the "Effective Date") by and between MedImmune, Inc., a
Delaware corporation, having its principal place of business at 35 West
Watkins Mill Road, Gaithersburg, MD 20878 ("MEDIMMUNE") and Abbott
International, Ltd., a Delaware corporation, having its principal place of
business at 200 Abbott Park Road, Abbott Park, IL 60064.

                                WITNESSETH

     WHEREAS, the parties hereto desire that ABBOTT engage in the
distribution in the TERRITORY (as hereinafter defined) of the PRODUCT (as
hereinafter defined); and

     WHEREAS, MEDIMMUNE and ABBOTT desire to set forth in this AGREEMENT
the terms and conditions of such distribution.

     NOW, THEREFORE, the parties hereto agree as follow:

1.   DEFINITIONS

1.1  "ABBOTT" shall mean Abbott International, Ltd., and its AFFILIATES.

1.2  "AFFILIATE" shall mean any corporation or other business entity that
     directly or indirectly controls, is controlled by, or is under common
     control with a PARTY.  Control means ownership or other beneficial
     interest in fifty percent (50%) or more of the voting stock or other
     voting interest of a corporation or other business entity.  In
     addition, the following entities are AFFILIATES of ABBOTT: ABBOTT
     Laboratories (India) Ltd., and ABBOTT Laboratories Nigeria Limited.

1.3  "AGENCY" shall mean any governmental or regulatory authority in the
     TERRITORY responsible for granting any health or pricing approvals or
     registrations necessary before any PRODUCT may be marketed in the
     TERRITORY.

1.4  "CALENDAR QUARTER" shall mean the period of three consecutive calendar
     months ending on March 31, June 30, September 30 or December 31, as
     the case may be.

1.5  "CONTRACT YEAR" shall mean July 1 of a calendar year through June 30
     of the following calendar year.

                                 (PAGE 1)

1.6  "COST OF GOODS" shall mean the fully allocated cost to manufacture
     PRODUCT determined in a reasonable manner consistent with MEDIMMUNE's
     normal internal accounting practices and in accordance with generally
     accepted accounting principles ("GAAP") which includes but is not
     limited to: (i) direct labor (salaries, wages and employee benefits);
     (ii) direct materials; (iii) operating costs of building and equipment
     used in connection with the manufacture of PRODUCT, (iv) allocated
     depreciation and repairs and maintenance; (v) quality and in-process
     control; (vi) an allocation of overhead costs incurred in connection
     with the manufacturing of PRODUCT, including:  raw material supply and
     manufacturing administration and management; materials management,
     storage and handling; and manufacturing and employee training;
     (vii) any charges for obsolescence, out of date product, spoilage,
     scrap or rework costs; and (viii) the cost of packaging and labeling,
     if applicable.  To the extent that the manufacturing of PRODUCT or any
     component thereof is performed for MEDIMMUNE by a THIRD PARTY, amounts
     paid to such THIRD PARTY shall be included in COST OF GOODS.

1.7  "FIRM ORDER" shall have the meaning set forth in Section 5.1

1.8  "MAJOR MARKET" shall mean each of the following countries:  United
     Kingdom, France, Germany, Italy, Spain, Canada and Japan.

1.9  "MARKETING APPROVAL" shall mean all governmental approvals required to
     market and sell the PRODUCT in any given country of the TERRITORY.

1.10 "NET SALES" shall mean with respect to PRODUCT that sum determined by
     deducting from the gross amount invoiced for PRODUCT sold for use in
     the TERRITORY in an arms length transaction to customers who are not
     AFFILIATES of ABBOTT: (i) transportation charges to the extent
     included in the billing; (ii) trade, quantity or cash discounts, to
     the extent allowed; (iii) credits or allowances, if any, given or made
     on account of price adjustments, or returns, to the extent made; (iv)
     any and all Federal, state or local government rebates, whether in
     existence now, or enacted at any time during the term of this
     AGREEMENT, to the extent made; (v) any tax, excise or other
     governmental charge upon or measured by the production, sale,
     transportation, delivery or use of the PRODUCT to the extent
     separately billed; (vi) a reasonable allowance for bad debt; in each
     case determined in accordance with ABBOTT's normal internal accounting
     practices and GAAP.

1.11 "PARTY(IES) shall mean ABBOTT and/or MEDIMMUNE, as the case may be.

1.12 "PRODUCT" shall mean the humanized antibody directed against
     respiratory syncytial virus ("RSV") and known as MEDI-493
     (palivizumab).
                                 (PAGE 2)
1.13 "SPECIFICATIONS" shall mean, with respect to the PRODUCT, the
     specifications, test procedures, process descriptions, and other
     information relating to such PRODUCT.  The current SPECIFICATIONS are
     attached as Schedule A.

1.14 "TERRITORY" shall mean all countries of the world except the United
     States of America and its territories, possessions and commonwealths.

1.15 "THIRD PARTY" shall mean a party other than ABBOTT, MEDIMMUNE or their
     AFFILIATES.

1.16 "TRADEMARK" shall mean the trademark(s) for the PRODUCT, owned by
     ABBOTT, all in accordance with Section 8.

1.17 "UNIT SALE PRICE" shall mean total NET SALES  of PRODUCT for a defined
     period divided by the number of units of PRODUCT included in NET SALES
     for the defined period.  The UNIT SALE PRICE shall be expressed in
     U.S. Dollars for each type of vial sold.

2.   APPOINTMENT

2.1  (a)  MEDIMMUNE hereby appoints ABBOTT as the exclusive distributor of
     the PRODUCT in the TERRITORY and ABBOTT accepts such appointment.

     (b)  ABBOTT agrees that ABBOTT (i) will only sell and distribute
     PRODUCT in countries of the TERRITORY as to which ABBOTT maintains
     distribution rights under this AGREEMENT ; (ii) will only sell in the
     TERRITORY PRODUCT which is purchased from MEDIMMUNE; and (iii) will
     only sell PRODUCT in the TERRITORY under the TRADEMARK.

2.2  ABBOTT agrees that ABBOTT will not without MEDIMMUNE'S written consent
     discount the selling price of PRODUCT in order to promote the sales of
     other products of ABBOTT and that it will conduct all price
     negotiations in good faith on an arms length basis.

2.3  ABBOTT shall prepare all labeling and packaging for PRODUCT in
     conformance with regulatory guidelines in each country of the
     TERRITORY and which shall be satisfactory in form and substance to
     MEDIMMUNE, which labeling shall clearly indicate that the PRODUCT is
     being distributed by ABBOTT.  ABBOTT shall submit such labeling and
     packaging for MAJOR MARKET countries to MEDIMMUNE for approval, which
     approval shall not unreasonably be withheld.  MEDIMMUNE shall be
     deemed to have approved such submitted labeling and packaging unless
     MEDIMMUNE provides ABBOTT written objection thereto within twenty (20)
     days after receipt thereof.  Upon MEDIMMUNE's reasonable request or if
     the proposed PRODUCT labeling and packaging for a non-MAJOR MARKET
     country differs materially from the labeling and packaging previously
                                 (PAGE 3)
      approved by MEDIMMUNE pursuant to this Section 2.3, ABBOTT shall
     submit the labeling and packaging for such non-MAJOR MARKET country to
     MEDIMMUNE for approval, which approval shall not unreasonably be
     withheld.  MEDIMMUNE shall be deemed to have approved such submitted
     labeling and packaging unless MEDIMMUNE provides ABBOTT written
     objection thereto within twenty (20) days after receipt thereof.

2.4  ABBOTT agrees not to sell PRODUCT through subdistributors without the
     written consent of MEDIMMUNE, which consent shall not be unreasonably
     withheld.  If such consent is granted, ABBOTT shall remain fully
     liable and responsible to MEDIMMUNE for the activities of a
     subdistributor appointed by ABBOTT.
3.   PURCHASE OF PRODUCTS

3.1  (a)  Subject to Section 3.4 hereof, MEDIMMUNE shall sell and ABBOTT
     shall purchase an amount of PRODUCT equal to ABBOTT's requirements in
     the TERRITORY.  ABBOTT shall pay the price for such PRODUCT as set
     forth in Section 3.2 according to the volume purchased.

     (b)  Subject to availability of PRODUCT from MEDIMMUNE, ABBOTT shall
     maintain sufficient inventories of PRODUCT to enable ABBOTT to
     effectively satisfy demand for PRODUCT in the TERRITORY.

3.2  (a)  The price of PRODUCT shall be  the following percentages of NET
     SALES of PRODUCT sold by ABBOTT or its AFFILIATES:

               (i)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

               (ii) (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

     (b)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

3.3  (a)  MEDIMMUNE will invoice ABBOTT for PRODUCT shipped and ABBOTT
     shall pay as follows:

               (i)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

                      (A)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

                      (B)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

                      (C)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

               (ii) The price set forth in Section 3.2 shall be calculated
          and paid quarterly within forty-five (45) days following the end
          of each CALENDAR QUARTER with the amount paid under Section
          3.3(a)(i) for PRODUCT sold in a CALENDAR QUARTER (on a first in
                                 (PAGE 4)
          first out basis) being credited against the actual amount due
          under this Section 3.3 (a)(ii) for such CALENDAR QUARTER.  In the
          event that the credit exceeds the amount due for a CALENDAR
          QUARTER, then such excess amount shall be credited until
          exhausted against amounts due under this Section 3.3(a)(ii) for
          subsequent CALENDAR QUARTERS, but only if such excess results
          from payments which are made based on UNIT SALE PRICE.  If at the
          end of a CONTRACT YEAR a carry over credit exists, then MEDIMMUNE
          shall promptly pay to ABBOTT an amount equal to such carry over
          credit.  Each such quarterly payment shall be supported by the
          accounting prescribed in Section  3.3(b).   Whenever for the
          purpose of calculating payment, conversion from any foreign
          currency shall be required, such conversion shall be completed
          for each month of the CALENDAR QUARTER as follows: (CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED), using central bank fixing rates in
          countries where available and open market rates otherwise.

               (iii) (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

               (iv) An example using the formulas set forth in this Section
          3.3(a) is attached hereto as Schedule B.

     (b)  With each quarterly payment, ABBOTT shall deliver to MEDIMMUNE a
     full and accurate accounting to include at least the following
     information:

               (i)  Quantity of each PRODUCT sold and/or withdrawn by
          transaction type (by country) by ABBOTT, and its AFFILIATES and
          if applicable, it's subdistributors.

               (ii) Total amount invoiced for each PRODUCT (by country) in
          local currency.

               (iii)Calculation of NET SALES (by country) in local
          currency.

               (iv) Exchange rates for converting each local currency into
          U.S. Dollars for each month of the CALENDAR QUARTER.

               (v)  NET SALES in U.S. dollars in each country.

               (vi) Total compensation payable to MEDIMMUNE.

               (vii)Credits taken by ABBOTT pursuant to Section 3.3(a)(ii).

     (c)  Within forty five (45) days following each CONTRACT YEAR, ABBOTT
     shall provide MEDIMMUNE an inventory reconciliation for such CONTRACT
                                 (PAGE 5)
     YEAR.

     (d)  ABBOTT shall keep, and shall cause each of its AFFILIATES to
     keep, and if applicable, its subdistributors, full and accurate books
     of account containing all particulars that may be necessary for the
     purpose of calculating all payments payable to MEDIMMUNE.  Such books
     of account shall be kept at their principal place of business and,
     with all necessary supporting data shall, for the two (2) years next
     following the end of the calendar year to which each shall pertain be
     open for inspection by an independent certified accountant selected by
     MEDIMMUNE and reasonably acceptable to ABBOTT upon reasonable notice
     during normal business hours at MEDIMMUNE's expense for the sole
     purpose of verifying payments or compliance with this AGREEMENT, but
     in no event more than once in each calendar year.  All information and
     data offered shall be used only for the purpose of verifying payments.
     In the event that such inspection shall indicate that in any calendar
     year that the payments which should have been paid by ABBOTT are at
     least five percent (5%) greater than those which were actually paid by
     ABBOTT, then ABBOTT shall pay the cost of such inspection.  All
     underpayments are immediately due and payable.

     (e)  MEDIMMUNE shall forward all invoices for PRODUCT ordered
     hereunder to a U.S. location as designated by ABBOTT.

3.4  MEDIMMUNE shall use commercially reasonable efforts to satisfy
     ABBOTT's requirements for PRODUCT.  All PRODUCT shipped to ABBOTT
     shall be manufactured in accordance with the SPECIFICATIONS.
     MEDIMMUNE shall promptly advise ABBOTT of any proposed or required
     changes to the SPECIFICATIONS.  To the extent such changes require a
     new or amended Product Registration, as defined herein, MEDIMMUNE and
     ABBOTT shall cooperate and coordinate the adoption of such changes to
     the SPECIFICATIONS so as to minimize any disruption of the marketing,
     promotion and sale of PRODUCT in any country within the TERRITORY.
     However, MEDIMMUNE's obligation to supply PRODUCT under Section 3.1
     hereof shall at all times be subject to the condition that MEDIMMUNE
     is able to obtain or make a sufficient supply of such PRODUCT for sale
     both inside and outside of the TERRITORY.  In the event that PRODUCT
     available to MEDIMMUNE is in short supply, MEDIMMUNE shall notify
     ABBOTT of such shortage as soon as possible.  In the event there is a
     short supply of PRODUCT and MEDIMMUNE cannot supply PRODUCT to ABBOTT
     in an amount equal to ABBOTT's FIRM ORDER, then MEDIMMUNE shall
     allocate available PRODUCT to ABBOTT in each month that such a
     shortfall exists (and in each month thereafter until the shortfall to
     ABBOTT is remedied) in an amount equal to the product of (i) the
     amount of available PRODUCT for that month and (ii) a fraction the
     numerator of which is the aggregate quantity of FIRM ORDERS made by
     ABBOTT over the subsequent twelve (12) month period including the
                                 (PAGE 6)
     shortfall month and the denominator of which is the sum of (x) the
     aggregate quantity of FIRM ORDERS made by ABBOTT over the subsequent
     twelve (12) month period including the shortfall months and (y) the
     aggregate quantity of PRODUCT over the same twelve (12) month period
     required by MEDIMMUNE outside the TERRITORY by reference to FIRM
     ORDERS placed with THIRD PARTY manufacturers for MEDIMMUNE's
     requirements and the amount to be produced at a MEDIMMUNE facility for
     MEDIMMUNE's requirements, in each case outside the TERRITORY.

3.5  ABBOTT agrees to use and distribute the PRODUCT only in accordance
     with the terms, conditions and purposes of this AGREEMENT.

4.   DELIVERY, PAYMENT AND RISK OF LOSS

4.1  (a)  All payments under this AGREEMENT shall be remitted in
     immediately available funds.  Unless otherwise agreed between the
     parties all payments shall be in U.S. Dollars.

     (b)  In the event that any payment due hereunder is not made when due,
     the payment shall accrue interest beginning on the first day of the
     month following the date when such payment was due, calculated at the
     annual rate of the sum of (i) two percent (2%) plus (ii) the prime
     interest rate quoted by Citibank, N.A., New York, New York, on the
     date such payment is due, or on the date payment is made, whichever is
     higher, the interest being compounded on the last day of each calendar
     month; provided that in no event shall said annual rate exceed the
     maximum legal interest rate for corporations.  Such payment when made
     shall be accompanied by all interest accrued.  Said interest and the
     payment and acceptance thereof shall not negate or waive the right of
     MEDIMMUNE to any other remedy, legal or equitable, to which MEDIMMUNE
     may be entitled because of the delinquency of the payment.

4.2  Title to PRODUCT sold hereunder, and risk of loss with respect to such
     PRODUCT, shall pass to ABBOTT upon delivery of the PRODUCT to a
     carrier designated by ABBOTT at the place at which PRODUCT is
     manufactured.  ABBOTT shall be responsible for the cost of freight and
     insurance.  Upon the passage of title, MEDIMMUNE's liability with
     respect to risk of loss shall cease, and ABBOTT shall be the owner of
     such PRODUCT for all purposes, including, without limitation, the
     marketing, sale and setting of prices for the PRODUCT sold by ABBOTT
     to its customers.

4.3  No provision on ABBOTT's purchase order forms which may purport to
     impose different conditions upon the parties hereto shall modify the
     terms of this AGREEMENT.

                                 (PAGE 7)
4.4  After the sale of PRODUCT to ABBOTT, ABBOTT shall ship such PRODUCT
     outside the country in which ABBOTT takes title.

5.   FORECASTS AND ORDERS

5.1  (a)  ABBOTT shall provide MEDIMMUNE on the tenth of the last month of
     each quarter with a three-year product forecast planning horizon.  The
     rolling forecasts are to be broken down to single months.  The
     forecasts within the first year (month 1 through 12) are firm orders
     and cannot be changed.   The forecast for the second year (month 13
     through 24) is a partly binding forecast which means that the forecast
     can be changed within this period.  The forecast can be increased, but
     is limited to the following restrictions when decreased.

          Month 13 - 15 -- the forecast can be reduced by
          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
          Month 16 - 18 -- the forecast can be reduced by
          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
          Month 19 - 21 -- the forecast can be reduced by
          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
          Month 21 - 24 -- the forecast can be reduced by
          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
          The forecast for the third year (month 25 - 36) is
          a non-binding forecast.

     Notwithstanding the foregoing, MEDIMMUNE shall make every reasonable
     effort to comply with unplanned changes in FIRM ORDERS, but shall not
     be held liable for its inability to do so.  In each FIRM ORDER for any
     month, ABBOTT shall state, after consultation with MEDIMMUNE, a
     reasonable delivery schedule for PRODUCTS to be delivered in that
     month.  With respect to calendar year 1998, the parties shall agree on
     or before February 15, 1998, upon a FIRM ORDER for that calendar year
     and the partly binding and non-binding estimates for the following
     twenty four (24) months.

     (b)  Notwithstanding the foregoing, MEDIMMUNE reserves the right to
     spread the supply of PRODUCT throughout a CONTRACT YEAR

     (c)  PRODUCT shall be provided to ABBOTT by MEDIMMUNE and shall be
     ordered by ABBOTT in 50 mg or 100 mg vials; without labeling or
     packaging.  ABBOTT shall be responsible for the labeling and packaging
     of PRODUCT, at ABBOTT's sole cost and expense.

     (d)  In any month for which ABBOTT places an order, the order shall be
     no less than 1000 vials of PRODUCT, and MEDIMMUNE shall only be
     required to deliver PRODUCT to ABBOTT once in each month.
                                 (PAGE 8)
5.2  ABBOTT shall have sixty (60) days from receipt of any delivery of
     PRODUCT to examine such PRODUCT.  ABBOTT shall promptly notify
     MEDIMMUNE of any defective PRODUCT and shall return to or otherwise
     dispose of any defective shipments in accordance with MEDIMMUNE'S
     instructions at MEDIMMUNE'S cost and expense.  Subject to Section 3.4
     MEDIMMUNE shall provide for replacement delivery within one (1) month
     from existing production stock of the THIRD PARTY manufacturer, if
     available, and if not available, within twelve (12) months therefrom.
     Such replacement shall be ABBOTT's sole and exclusive remedy with
     respect to defective PRODUCT delivered by MEDIMMUNE hereunder.

6.   DILIGENCE

6.1  MEDIMMUNE shall, as soon as practical after execution of this
     AGREEMENT provide ABBOTT with all data and information which MEDIMMUNE
     has in its possession with respect to PRODUCT which is necessary for
     ABBOTT to obtain appropriate PRODUCT approvals in the TERRITORY, which
     data and information includes, but is not limited to, the PRODUCT BLA
     filing with the United States Food and Drug Administration.  MEDIMMUNE
     shall provide ABBOTT reasonable technical assistance and cooperation
     in connection with ABBOTT's efforts in obtaining regulatory approval
     of PRODUCT in each MAJOR MARKET.

6.2  At its sole cost and expense, ABBOTT shall exert best efforts to
     obtain in each MAJOR MARKET all approvals which are required to enable
     ABBOTT to sell and distribute PRODUCT in each MAJOR MARKET including
     but not limited to regulatory and pricing approvals.  In the event
     that clinical trial(s) is required to obtain or maintain such
     approvals in a country(ies) of the TERRITORY, then ABBOTT shall have
     the right to terminate this AGREEMENT in such country(ies) by written
     notice to MEDIMMUNE within the following time periods after ABBOTT is
     notified that clinical trial(s) for PRODUCT is required in such
     country:

               (i)  within thirty (30 ) days if ABBOTT's good faith
          estimate of the cost to complete such clinical trial is less than
          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);

               (ii) within sixty (60 ) days if ABBOTT's good faith estimate
          of the cost to complete such clinical trial is greater than
          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);

               (iii)within ninety (90 ) days if ABBOTT's good faith
          estimate of the cost to complete such clinical trial is greater
          than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);
                                 (PAGE 9)
               (iv) within one hundred twenty (120 ) days if ABBOTT's good
          faith estimate of the cost to complete such clinical trial is
          greater than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);

          With respect to a country(ies) in the TERRITORY in which this
          AGREEMENT is terminated pursuant to this Section 6.2, ABBOTT
          hereby grants to MEDIMMUNE a royalty free license to use any and
          all technical, clinical and regulatory information, filings and
          licenses of ABBOTT with respect to such PRODUCT in such
          country(ies) and ABBOTT shall effect prompt transfer thereof to
          MEDIMMUNE.

6.3  ABBOTT shall take any and all necessary steps to maintain regulatory
     and pricing approval for PRODUCT in each country of the TERRITORY in
     which it is obtained.

6.4  Prior to initiating a clinical trial with respect to PRODUCT, the
     PARTY who is to conduct such clinical trial shall provide the other
     PARTY with an opportunity to review the clinical trial proposal and
     such PARTY shall consider any advice and suggestions of the other
     PARTY with respect to such clinical trial.  In the case of a clinical
     trial to be conducted by or on behalf of ABBOTT with respect to
     PRODUCT, such clinical trial shall not be initiated without the
     written consent of MEDIMMUNE, which consent shall not be unreasonably
     withheld.

6.5  In the event that, notwithstanding ABBOTT's best efforts, ABBOTT does
     not achieve the following milestones in the TERRITORY, MEDIMMUNE may,
     in its sole discretion, convert the exclusive rights granted herein to
     non-exclusive rights:

               (i)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

6.6  In the event that ABBOTT does not have a significant interest in
     obtaining regulatory approval of and marketing PRODUCT in any country
     of the TERRITORY, ABBOTT shall notify MEDIMMUNE.  If MEDIMMUNE
     requests in writing that ABBOTT indicate whether or not ABBOTT has an
     interest in marketing PRODUCT in a country(ies) of the TERRITORY,
     within thirty (30) days thereafter ABBOTT shall notify MEDIMMUNE as to
     whether or not ABBOTT has such an interest.  In the event that ABBOTT
     notifies MEDIMMUNE that it does not have a significant interest in
     marketing PRODUCT in any country(ies) of the TERRITORY, MEDIMMUNE may
     terminate ABBOTT's rights in such country(ies) of the TERRITORY,
     provided that the marketing in such country(ies) does not adversely
     affect marketing of PRODUCT in a country in which ABBOTT is seeking or
     has obtained regulatory approval.

                                 (PAGE 10)
6.7  (a)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED):

               (i)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

               (ii) (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

               (iii)(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

               (iv) (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

          (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED):

               (x)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

               (y)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

               (z)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

     (b)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

6.8  During the term of this AGREEMENT, ABBOTT shall exercise its best
     efforts to promote the use and sale of PRODUCT in the MAJOR MARKETS of
     the TERRITORY and in each country of the TERRITORY in which PRODUCT is
     approved for sale and shall maintain, at its own cost and expense, an
     adequate sales organization for this purpose.  ABBOTT shall keep
     MEDIMMUNE advised of general market, economic and regulatory
     developments that may affect the sale of PRODUCT.

7.   PAYMENTS

     In consideration for the clinical and other data provided by MEDIMMUNE
     in support of regulatory approvals in the TERRITORY, ABBOTT will make
     the following payments to MEDIMMUNE:

               (i)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);
               (ii) (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);
               (iii)(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED);
               (iv) (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED); and
               (v)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED).

8.   OTHER RESPONSIBILITIES OF ABBOTT

8.1  In distributing the PRODUCT in the TERRITORY, ABBOTT will comply with
     all provisions of the laws, rules and regulations applicable in the
     TERRITORY.   ABBOTT shall promptly notify MEDIMMUNE of any changes in
     such provisions.
                                 (PAGE 11)
8.2  ABBOTT agrees not to export PRODUCT outside the TERRITORY without the
     express permission of MEDIMMUNE.

8.3  ABBOTT shall supply MEDIMMUNE with a market progress report each
     CALENDAR QUARTER indicating the quantities of the PRODUCT in inventory
     and sales of the PRODUCT in each country of the TERRITORY.

8.4  The appointment of ABBOTT hereunder shall not create a joint venture,
     or any employer-employee relationship or principal-agency
     relationship, and nothing under this AGREEMENT shall be deemed to
     authorize ABBOTT to act for, represent, or bind MEDIMMUNE or any of
     its AFFILIATES.

8.5  (a)  During the term of this AGREEMENT, it is contemplated that a
     PARTY will disclose to the other PARTY proprietary and confidential
     technology, specifications, technical information and the like which
     are owned or controlled by a PARTY ("Confidential Information").  The
     receiving PARTY agrees to retain the disclosing PARTY's Confidential
     Information in confidence and not to disclose any such Confidential
     Information to a THIRD PARTY without the prior written consent of the
     disclosing PARTY and to use the disclosing PARTY's Confidential
     Information only for the purposes of this AGREEMENT.  The obligations
     of confidentiality will not apply to Confidential Information which:

               (i)  was known to the receiving PARTY or generally known to
          the public prior to its disclosure hereunder;

               (ii) subsequently becomes known to the public by some means
          other than a breach of this AGREEMENT;

               (iii)is subsequently disclosed to the receiving PARTY by a
          third party having a lawful right to make such disclosure;

               (iv) is required by law or bona fide legal process to be
          disclosed provided that the receiving PARTY takes all reasonable
          steps to restrict and maintain confidentiality of such disclosure
          and provides reasonable prior notice to the disclosing PARTY; or

               (v)  is approved for release by the PARTIES.

     (b)  Upon termination or expiration of this AGREEMENT, each PARTY
     shall return to the other PARTY all tangible forms of confidential
     information furnished by the other PARTY, including all copies thereof
     and all memoranda of oral disclosure, except that each PARTY may
     retain one copy in its files to ensure compliance with any legal
     obligations.
                                 (PAGE 12)
     (c)  This Section shall survive until the tenth anniversary of the
     termination or expiration of this AGREEMENT.

8.6  During the term of this AGREEMENT and for one year thereafter, ABBOTT
     agrees that neither ABBOTT nor an AFFILIATE of ABBOTT shall research,
     clinically develop, promote, market or sell directly or indirectly or
     assist another party in marketing or selling in the TERRITORY any
     immunoglobulin or antibody product (or antibody derivative) for
     prevention and/or treatment of respiratory syncytial virus disease.

8.7  ABBOTT agrees to provide MEDIMMUNE with ABBOTT's annual U.S. Dollar
     sales forecast for PRODUCT to be sold in the TERRITORY for the sole
     purpose of assisting MEDIMMUNE in its financial planning.

9.   TRADEMARKS, LOGOS AND PATENTS

9.1  ABBOTT shall propose to MEDIMMUNE trademarks for use with the PRODUCT
     in the TERRITORY, and with the written consent of MEDIMMUNE a proposed
     trademark(s) shall become the TRADEMARK for the PRODUCT in the
     TERRITORY.

9.2  The TRADEMARK shall be owned by ABBOTT.

9.3  In the event that ABBOTT's rights to PRODUCT under this AGREEMENT are
     terminated in any country(ies) of the TERRITORY or this AGREEMENT is
     terminated for reasons other than MEDIMMUNE's breach of the terms of
     this AGREEMENT, ABBOTT shall grant to MEDIMMUNE a non-cancellable
     royalty free exclusive license to use the     TRADEMARK with respect
     to PRODUCT in such country(ies) or to all countries of the TERRITORY,
     respectively, and shall perform all acts and sign and execute any and
     all papers required to effect such licensing all at no cost or expense
     to MEDIMMUNE.

9.4  ABBOTT agrees to use the TRADEMARK only with respect to PRODUCT
     purchased from MEDIMMUNE and only in those countries of the TERRITORY
     in which ABBOTT retains the right to distribute PRODUCT.

9.5  At its cost and expense, ABBOTT undertakes to comply with all legal
     requirements pertaining to the TRADEMARK to maintain the TRADEMARK in
     force at all times, in the TERRITORY in which ABBOTT retains the right
     to distribute PRODUCT.

9.6  If ABBOTT becomes aware of any infringement of the TRADEMARK within
     the TERRITORY, ABBOTT shall, at its expense, take such steps as ABBOTT
     may reasonably determine for the protection of its rights in the
     TRADEMARK.  The commencement, strategies, termination and settlement
     of any action relating to the validity and/or infringement of such
                                 (PAGE 13)
     TRADEMARK shall be finally decided by ABBOTT.

9.7  (a)  The patents in the TERRITORY relating to PRODUCT owned by or
     licensed to MEDIMMUNE are set forth in attached Schedule C.

     (b)  In the event that ABBOTT notifies MEDIMMUNE that ABBOTT believes
     that a THIRD PARTY is selling a monoclonal antibody against RSV in the
     TERRITORY which infringes a patent owned by or licensed to MEDIMMUNE
     and MEDIMMUNE has the right to bring suit under such patent then:

               (i)  MEDIMMUNE shall have the first right to bring an
          infringement action against such THIRD PARTY at its cost and
          expense and MEDIMMUNE shall retain all amounts recovered in such
          action; or

               (ii) if MEDIMMUNE does not initiate such action within
          thirty (30) days of written notice of such infringement from
          ABBOTT, at the request of ABBOTT, to the extent that MEDIMMUNE
          has the right to do so, MEDIMMUNE shall initiate an infringement
          action against such THIRD PARTY at the cost and expense of ABBOTT
          and ABBOTT shall retain all amounts recovered in such action.

     (c)  In any infringement suit instituted by MEDIMMUNE to enforce the
     patent rights pursuant to this AGREEMENT, ABBOTT shall cooperate fully
     with MEDIMMUNE.

10.  INDEMNITY

10.1 ABBOTT shall defend, indemnify and hold harmless MEDIMMUNE and its
     AFFILIATES and their licensors related to the PRODUCT and their
     respective employees, agents, officers, shareholders and directors and
     each of them (a "MEDIMMUNE Indemnified Party") from and against any
     and all THIRD PARTY claims, causes of action, losses, damages and
     costs (including reasonable attorney's fees) of any nature made or
     asserted against a MEDIMMUNE Indemnified Party or lawsuits or other
     proceedings filed or otherwise instituted against a MEDIMMUNE
     Indemnified Party, in each case by a THIRD PARTY (hereinafter
     individually and collectively a "Loss(es)") to the extent that such
     Loss results or arises from clinical trials, testing, sale or use of
     any PRODUCT which is used or sold by or on behalf of ABBOTT, provided,
     however, that the foregoing indemnification shall not be applicable to
     any Loss to a MEDIMMUNE Indemnified Party to the extent that such Loss
     arises or results from the negligence or willful misconduct of such
     MEDIMMUNE Indemnified Party or infringement of a patent of a THIRD
     PARTY as a result of manufacture, use or sale of PRODUCT in the
     TERRITORY.
                                 (PAGE 14)

10.2 Indemnification by MEDIMMUNE.

     MEDIMMUNE shall defend, indemnify and hold harmless ABBOTT and its
     AFFILIATES and their respective employees, agents, officers,
     shareholders and directors and each of them (a "ABBOTT Indemnified
     Party(ies)") from and against any and all THIRD PARTY claims, causes
     of action, losses, damages and costs (including reasonable attorney's
     fees) of any nature made or asserted against a ABBOTT Indemnified
     Party or lawsuits or other proceedings filed or otherwise instituted
     against a ABBOTT Indemnified Party, in each case by a THIRD PARTY
     (hereinafter individually or collectively a "Loss(es)") to the extent
     that such Loss results or arises from the negligence or willful
     misconduct of MEDIMMUNE or the infringement of a patent of a THIRD
     PARTY as a result of ABBOTT's use or sale of PRODUCT in the TERRITORY,
     except to the extent that such Loss arises from the negligence or
     willful misconduct of such ABBOTT Indemnified Party.

10.3 Conditions to Indemnification.

     A person or entity that intends to claim indemnification under this
     Section 10 (the "Indemnitee") shall promptly notify the other party
     (the "Indemnitor") of any loss, claim, damage, liability or action in
     respect of which the Indemnitee intends to claim such indemnification,
     and the Indemnitor shall assume the defense thereof with counsel
     mutually satisfactory to the Indemnitee whether or not such claim is
     rightfully brought; provided, however, that an Indemnitee shall have
     the right to retain its own counsel, with the fees and expenses to be
     paid by the Indemnitor if Indemnitor does not assume the defense, or
     if representation of such Indemnitee by the counsel retained by the
     Indemnitor would be inappropriate due to actual or potential differing
     interests between such Indemnitee and any other person represented by
     such counsel in such proceedings.  The indemnity agreement in this
     Section 10 shall not apply to amounts paid in settlement of any loss,
     claim, damage, liability or action if such settlement is effected
     without the consent of the Indemnitor, which consent shall not be
     withheld or delayed unreasonably.  The failure to deliver notice to
     the Indemnitor within a reasonable time after the commencement of any
     such action, only if prejudicial to its ability to defend such action,
     shall relieve such Indemnitor of any liability to the Indemnitee under
     this Section 10, but the omission so to deliver notice to the
     Indemnitor will not relieve it of any liability that it may have to
     any Indemnitee otherwise than under this Section 10.  The Indemnitee
     under this Section 10, its employees and agents, shall cooperate fully
     with the Indemnitor and its legal representatives in the
     investigations of any action, claim or liability covered by this
     indemnification.
                                 (PAGE 15)

11.  CLINICAL TRIALS AND ADVERSE REACTION REPORTING

11.1 Each party hereto shall be responsible for the conduct of clinical
     trials, including drug monitoring with PRODUCT in its territory and
     the parties will keep each other informed and share data resulting
     from such clinical trials.

11.2 In order to guarantee that all applicable regulatory requirements as
     well as the PARTIES' interests regarding pharmacovigilance of the
     medicinal products concerned can be met, the PARTIES shall exchange
     appropriate information.  The PARTIES shall make sufficient efforts to
     promptly establish and adopt sufficient procedures concerning this
     exchange.  These procedures shall be documented in writing as Schedule
     D to this AGREEMENT.

11.3 Each PARTY agrees to notify the other PARTY as soon as possible of any
     information it may receive regarding any threatened or pending action
     by an AGENCY which may affect the safety or efficacy claims of PRODUCT
     or the continued marketing of such PRODUCT.

11.4 Each PARTY shall promptly notify the other PARTY in writing of any
     facts relating to the advisability of the recall, destruction or
     withholding from the market of the PRODUCT anywhere in the world
     (collectively, "Recall").  If at any time (a) any governmental or
     regulatory authority in the TERRITORY issues a request, directive or
     order for a Recall; (b) a court of competent jurisdiction orders a
     Recall in the TERRITORY; or (c) ABBOTT determines, following
     consultation with MEDIMMUNE (except in emergency situations in which
     there is insufficient time for such consultation), that a Recall in
     the TERRITORY is necessary or advisable, ABBOTT shall take all
     appropriate corrective actions, at ABBOTT's expense, to effect the
     Recall and MEDIMMUNE shall provide ABBOTT with such cooperation in
     connection with the Recall as ABBOTT may reasonably request.

12.  WARRANTIES

12.1 Each party warrants and represents that it has the full right and
     authority to enter into this AGREEMENT and that it is not aware of any
     impediment which would inhibit its ability to perform the terms and
     conditions imposed on it.

12.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 12, NEITHER
     PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND
     EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF
     ANY PATENTS ISSUED OR PENDING.
                                 (PAGE 16)
13.  TERM AND TERMINATION

13.1 This AGREEMENT is effective as of the date first above written and,
     unless sooner terminated as provided herein, shall continue for as
     long as ABBOTT is distributing the PRODUCT in the TERRITORY.

13.2 This AGREEMENT may be terminated by either party if:

     (a)  (i) the other party fails to observe, perform or otherwise
     breaches any of its material covenants, agreements or obligations
     under this AGREEMENT in any material respect and (ii) such failure
     continues for a period of thirty (30) days after receipt by the other
     party of notice thereof from the electing party specifying such
     failure.  Following such period, the electing party has ninety (90)
     days to give notice to the other party of its election to terminate
     this AGREEMENT; or

     (b)  (i) the other party files or institutes bankruptcy,
     reorganization, liquidation, receivership or similar proceedings under
     any debt relief laws or fails for more than sixty (60) days to take
     steps to oppose the initiation of such actions against it.

13.3 Upon the termination of this AGREEMENT for any reason other than for
     breach of this AGREEMENT by ABBOTT, ABBOTT shall have the right to
     sell all PRODUCT in inventory at the time of termination.  All such
     sales of PRODUCT shall be subject to the terms of this AGREEMENT, as
     in effect immediately prior to termination.  If this AGREEMENT
     terminates for any breach by ABBOTT, then MEDIMMUNE may at its
     discretion buy back all or part of the PRODUCT that remain in the
     possession of ABBOTT and are in good condition with a reasonable
     remaining shelf life.  All PRODUCT which is not repurchased by
     MEDIMMUNE within four (4) weeks after termination shall be immediately
     destroyed by ABBOTT at ABBOTT's expense.  Upon termination, ABBOTT
     shall discontinue use of the TRADEMARK, except in connection with any
     sale of inventory as provided in this Section.

13.4 The termination of this AGREEMENT shall not affect any outstanding
     obligations of ABBOTT or MEDIMMUNE hereunder, including but not
     limited to any payments owed under the provisions of this AGREEMENT
     while it was in effect and payment for binding and partially binding
     orders under Section 5.1(a).  Any such amount owed to a party shall be
     paid within thirty (30) days of the termination of this AGREEMENT.
     The provisions of Sections 3.3, 4.1, 5.1(a), 8.5, 8.6, 9.2, 9.3, 9.4,
     Section 10, 13.3, 13.4 and 14.1 shall survive the termination of this
     AGREEMENT for the longest period permitted by applicable law.

                                 (PAGE 17)
13.5 ABBOTT may obtain PRODUCT registrations, licenses, permits, consents
     and other approvals required from time to time to distribute and sell
     the PRODUCTS in a country within the TERRITORY (the "Product
     Registrations").  Upon termination of this AGREEMENT and at the
     request of MEDIMMUNE, ABBOTT shall take all necessary or appropriate
     actions to transfer to MEDIMMUNE or its designee the Product
     Registrations which ABBOTT obtained in order to import, distribute or
     sell PRODUCT in a country(ies) within the TERRITORY, to the extent
     permitted by applicable law and regulation.

14.  MISCELLANEOUS PROVISIONS

14.1 This AGREEMENT shall be governed by and construed in accordance with
     the laws of State of Maryland without giving effect to its conflict of
     law rules and regulations.

14.2 The United Nations Convention on the International Sale of Goods shall
     not apply to this AGREEMENT, nor to any sale of PRODUCT made pursuant
     to this AGREEMENT.

14.3 This AGREEMENT sets forth the entire agreement and understanding
     between the parties as to the subject matter thereof and supersedes
     all prior agreements in this respect.  There shall be no amendments or
     modifications to this AGREEMENT, except by a written document which is
     signed by both parties.

14.4 The headings in this AGREEMENT have been inserted for the convenience
     of reference only and are not intended to limit or expand on the
     meaning of the language contained in the particular article or
     section.

14.5 Any delay in enforcing a party's rights under this AGREEMENT or any
     waiver as to a particular default or other matter shall not constitute
     a waiver of a party's right to the future enforcement of its rights
     under this AGREEMENT, excepting only as to an expressed written and
     signed waiver as to a particular matter for a particular period of
     time.

14.6 In the event any provision of this AGREEMENT should be held invalid,
     illegal or unenforceable, the remaining provisions shall not be
     affected or impaired and the parties will use all reasonable efforts
     to replace the applicable provision within a valid, legal and
     enforceable provision which insofar as practical implements the
     purposes hereof.

14.7 Unless agreed upon in writing in advance by the PARTIES, the PARTIES
     shall not discuss with THIRD PARTIES or originate any publicity, news
                                 (PAGE 18)
     release or other public announcement, written or oral, whether to the
     public press, stockholders or otherwise, any matters relating to the
     terms of this AGREEMENT without the prior written consent of the other
     PARTY except as may be required to obtain the Product Registrations.
     However, the PARTIES acknowledge and agree that MEDIMMUNE and ABBOTT
     shall be entitled to comply with the information obligations to the
     public as set out in the company laws or security laws of the U.S.

14.8 If a dispute or claim arising out of or in connection with this
     AGREEMENT develops between the PARTIES, the respective appropriate
     officers of the PARTIES shall negotiate in good faith in an effort to
     resolve the dispute for a period of thirty (30) days; provided,
     however, nothing in this Section 14.8 shall prevent either PARTY from
     seeking equitable relief.  The PARTIES may, but are not obligated to,
     agree to use the alternate dispute resolution procedure set forth in
     Schedule D.

15.  FORCE MAJEURE

     Neither party shall be liable to the other for any default hereunder,
     which is not a payment default, which is due to cause beyond the
     control of the party in default, including but not limited to the
     actions or inactions of any government agency or instrumentality;
     breakdown of plant or machinery or shortages of labor, fuel,
     transportation of materials, fires, floods, earthquakes, war, riots or
     insurrections.  If either party shall seek to rely on Force Majeure it
     shall give written notice to the other indicating the details of the
     act which it claims has put due performance of its obligations beyond
     its control.  In addition, the affected party shall exert all
     reasonable efforts to eliminate or cure any Force Majeure event and to
     resume performance with all possible speed.  In the event this cannot
     be done within six (6) months, the parties shall either resolve the
     matter by mutual agreement or terminate this AGREEMENT.

16.  SUCCESSORS

     Subject to Section 17, the rights and obligations included in this
     AGREEMENT shall be binding upon the parties hereto and their
     successors and assigns.

17.  ASSIGNMENT

     This AGREEMENT may not be assigned by either party without the consent
     of the other except MEDIMMUNE may assign this AGREEMENT without
     consent in the event of a merger, acquisition or transfer of all or
     substantially all of its business or assets relating to this
     AGREEMENT.
                                 (PAGE 19)
18.  NOTICES

     Any notice to be given under this AGREEMENT shall be deemed to have
     been sufficiently given and delivered upon the earlier of (i) when
     received at the address set forth below or (ii) three (3) business
     days after being mailed by registered or certified mail, postage
     prepaid with return receipt requested, addressed to the party to be
     notified at its address stated below or at such other address as may
     hereafter be furnished in writing to the notifying party or (iii) on
     the day when sent by facsimile as confirmed by registered or certified
     mail.  Notices shall be delivered to the respective parties at the
     addresses set forth below:

<TABLE>
<CAPTION>
<S>                                      <C>
To MEDIMMUNE: MEDIMMUNE, Inc.            Copy to: Carella, Byrne, Bain,
              35 West Watkins Mill Road           Gilfillan, Cecchi, Stewart
              Gaithersburg, MD 20878              & Olstein
              ATTN: CEO                           6 Becker Farm Road
                                                  Roseland, New Jersey 07068
                                                  Fax: (201) 994-1744
                                                  ATTN: Elliot M. Olstein, Esq.


To ABBOTT:  ABBOTT International, Ltd.   Copy to: Abbott Laborities
            D-6WP, AP30                           D-364, AP6D
            200 Abbott Park Road                  100 Abbott Park Road
            Abbott Park, IL 60064                 Abbott Park, IL 60064
            Phone: (847) 937-1760                 Phone: (847) 937-8906
            Fax: (847) 938-8325                   Fax: (847) 938-6277
            ATTN: President                       ATTN: General Counsel
</TABLE>

19.  PAYMENTS TO BE PAID IN FULL

     To the extent any payments due to MEDIMMUNE under in this AGREEMENT
     shall be subject to withholding tax, ABBOTT shall be responsible for
     the payment of and pay such tax without recourse to MEDIMMUNE.  ABBOTT
     shall have the right to reduce payments to MEDIMMUNE by the tax paid
     on behalf of MEDIMMUNE.  To the extent that MEDIMMUNE is unable to
     recover VAT or a similar tax accrued in a country in connection with
     its supply of PRODUCT to ABBOTT hereunder, ABBOTT shall assist
     MEDIMMUNE in recovering such tax.



                                 (PAGE 20)
20.  CURRENCY CALCULATION

     In all cases where calculations or amounts are made or stated in U.S.
     Dollars, conversion from local currency to U.S. Dollars shall be made
     as set forth in Section 3.3(B)(ii).


     IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed by their respective representatives hereunto duly authorized as
of the day and year first above-written.
<TABLE>
<CAPTION>
<S>                              <C>
ABBOTT INTERNATIONAL, LTD.       MEDIMMUNE, INC.


By:/s/Robert L. Parkinson, Jr.   By:/s/David M. Mott
   Robert L. Parkinson, Jr.         David M. Mott
   President                        President
</TABLE>


JOINDER

The undersigned, Abbott Laboratories, an Illinois corporation, hereby joins
in the execution of this Distribution Agreement (the "Agreement") for the
purpose of obligating itself to the obligations and undertakings of Abbott
International, Ltd., as set forth in the Agreement.

ABBOTT LABORATORIES


By:/s/Robert L. Parkinson, Jr.
   Robert L. Parkinson, Jr.
   Senior Vice President

Dated: December 1, 1997








                                 (PAGE 21)
SCHEDULE A
SPECIFICATIONS
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

SCHEDULE B
PRIOR TO FIRST COMMERCIAL SALES AND COMPLETION OF FIRST CONTRACT YEAR
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

SCHEDULE C
MEDI-493 PATENTS
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

SCHEDULE D
ADVERSE DRUG REPORTING

Post-marketed Events

            ABBOTT Pharmacovigilance to MEDIMMUNE

                       All serious adverse events originating in the
           TERRITORY will be faxed by ABBOTT to MEDIMMUNE on an ABBOTT
           Adverse Event Data Collection form to MEDIMMUNE within five (5)
           calendar days of ABBOTT awareness.

                       No ABBOTT International Pharmacovigilance
           assessment of expectedness or causality will be made on these
           faxed reports.

          MEDIMMUNE to ABBOTT Pharmacovigilance

                       All serious adverse events originating outside the
           TERRITORY will be faxed on a MEDIMMUNE Adverse Event Data
           Collection form to ABBOTT Pharmacovigilance within five (5)
           calendar days' of MEDIMMUNE awareness.

                        No MEDIMMUNE assessment of expectedness or
           causality will be made on these faxed reports.

Clinical Study Events (both directions)

          To be handled according to the process with spontaneous reports
       with the following exceptions:
                                 (PAGE 22)

                       Serious clinical study adverse events that involve
           a death or are life-threatening must be faxed by ABBOTT
           Pharmacovigilance to MEDIMMUNE within one (1) working day of
           the ABBOTT awareness date.

                       A summary of any individual 3-Day IND telephone
           Adverse Event report discussed to the FDA must be faxed to
           ABBOTT Pharmacovigilance the same day as discussed with the
           FDA.
       <TABLE>
       <S>                         <C>
        TO ABBOTT:                  Abbott Laboratories
                                    Abbott International
                                    Attn: Manager
                                    Pharmacovigilance
                                    Dept. 6RH, Bldg. AP34
                                    200 Abbott Park Road
                                    Abbott Park, IL USA 60064-3500

                                    Telephone: (847) 938-8351
                                    Facsimile: (847) 938-4886

        TO MEDIMMUNE:               MEDIMMUNE, Inc.
                                    35 West Watkins Mill Road
                                    Gaithersburg, MD 20878
                                    ATTN: CEO
       </TABLE>


EXHIBIT E
ALTRNATIVE DISPUTE RESOLUTION

     The parties recognize that a bona fide dispute as to certain matters
may arise from time to time during the term of this AGREEMENT which relates
to either party's rights and/or obligations.  To have such a dispute
resolved by this Alternative Dispute Resolution ("ADR") provision, a party
first must send written notice of the dispute to the other party for
attempted resolution by good faith negotiations between their respective
presidents (or their equivalents) of the affected subsidiaries, divisions,
or business units within twenty-eight (28) days after such notice is
received (all references to "days" in this ADR provision are to calendar
days).

     If the matter has not been resolved within twenty-eight (28) days of
the notice of dispute, or if the parties fail to meet within such
twenty-eight (28) days, either party may initiate an ADR proceeding as
provided herein.  The parties shall have the right to be represented by
                                 (PAGE 23)
counsel in such a proceeding.

1.  To begin an ADR proceeding, a party shall provide written notice to
    the other party of the issues to be resolved by ADR.  Within fourteen
    (14) days after its receipt of such notice, the other party may, by
    written notice to the party initiating the ADR, add additional issues
    to be resolved within the same ADR.

2.  Within twenty-one (21) days following receipt of the original ADR
    notice, the parties shall select a mutually acceptable neutral to
    preside in the resolution of any disputes in this ADR proceeding.  If
    the parties are unable to agree on a mutually acceptable neutral
    within such period, either party may request the President of the CPR
    Institute for Dispute Resolution ("CPR"), 366 Madison Avenue, 14th
    Floor, New York, New York  10017, to select a neutral pursuant to the
    following procedures:

        (a)    The CPR shall submit to the parties a list of not less than
        five (5) candidates within fourteen (14) days after receipt of the
        request, along with a Curriculum Vitae for each candidate.  No
        candidate shall be an employee, director, or shareholder of either
        party or any of their subsidiaries or affiliates.

        (b)    Such list shall include a statement of disclosure by each
        candidate of any circumstances likely to affect his or her
        impartiality.

        (c)    Each party shall number the candidates in order of
        preference (with the number one (1) signifying the greatest
        preference) and shall deliver the list to the CPR within seven (7)
        days following receipt of the list of candidates.  If a party
        believes a conflict of interest exists regarding any of the
        candidates, that party shall provide a written explanation of the
        conflict to the CPR along with its list showing its order of
        preference for the candidates.  Any party failing to return a list
        of preferences on time shall be deemed to have no order of
        preference.

        (d)    If the parties collectively have identified fewer than
        three (3) candidates deemed to have conflicts, the CPR immediately
        shall designate as the neutral the candidate for whom the parties
        collectively have indicated the greatest preference.  If a tie
        should result between two candidates, the CPR may designate either
        candidate.  If the parties collectively have identified three (3)
        or more candidates deemed to have conflicts, the CPR shall review
        the explanations regarding conflicts and, in its sole discretion,
        may either (i) immediately designate as the neutral the candidate
        for whom the parties collectively have indicated the greatest
                                 (PAGE 24)
               preference, or (ii) issue a new list of not less than five
        (5) candidates, in which case the procedures set forth in
        subparagraphs 2(a) - 2(d) shall be repeated.

3.  No earlier than twenty-eight (28) days or later than fifty-six (56)
    days after selection, the neutral shall hold a hearing to resolve each
    of the issues identified by the parties.  The ADR proceeding shall
    take place at a location agreed upon by the parties.  If the parties
    cannot agree, the neutral shall designate a location other than the
    principal place of business of either party or any of their
    subsidiaries or affiliates.

4.  At least seven (7) days prior to the hearing, each party shall submit
    the following to the other party and the neutral:

        (a)    a copy of all exhibits on which such party intends to rely
        in any oral or written presentation to the neutral;

        (b)    a list of any witnesses such party intends to call at the
        hearing, and a short summary of the anticipated testimony of each
        witness;

        (c)    a proposed ruling on each issue to be resolved, together
        with a request for a specific damage award or other remedy for
        each issue. The proposed rulings and remedies shall not contain
        any recitation of the facts or any legal arguments and shall not
        exceed one (1) page per issue.

        (d)    a brief in support of such party's proposed rulings and
        remedies, provided that the brief shall not exceed twenty (20)
        pages.  This page limitation shall apply regardless of the number
        of issues raised in the ADR proceeding.

    Except as expressly set forth in subparagraphs 4(a) - 4(d), no
    discovery shall be required or permitted by any means, including
    depositions, interrogatories, requests for admissions, or production
    of documents.

5.  The hearing shall be conducted on two (2) consecutive days and shall
    be governed by the following rules:

        (a)    Each party shall be entitled to five (5) hours of hearing
        time to present its case.  The neutral shall determine whether
        each party has had the five (5) hours to which it is entitled.

        (b)    Each party shall be entitled, but not required, to make an
        opening statement, to present regular and rebuttal testimony,
        documents or other evidence, to cross-examine witnesses, and to
        make a closing
                                 (PAGE 25)
               argument.  Cross-examination of witnesses shall occur
        immediately after their direct testimony, and cross-examination
        time shall be charged against the party conducting the
        cross-examination.

        (c)    The party initiating the ADR shall begin the hearing and,
        if it chooses to make an opening statement, shall address not only
        issues it raised but also any issues raised by the responding
        party.  The responding party, if it chooses to make an opening
        statement, also shall address all issues raised in the ADR.
        Thereafter, the presentation of regular and rebuttal testimony and
        documents, other evidence, and closing arguments shall proceed in
        the same sequence.

        (d)    Except when testifying, witnesses shall be excluded from
        the hearing until closing arguments.

        (e)    Settlement negotiations, including any statements made
        therein, shall not be admissible under any circumstances.
        Affidavits prepared for purposes of the ADR hearing also shall not
        be admissible.  As to all other matters, the neutral shall have
        sole discretion regarding the admissibility of any evidence.

6.  Within seven (7) days following completion of the hearing, each party
    may submit to the other party and the neutral a post-hearing brief in
    support of its proposed rulings and remedies, provided that such brief
    shall not contain or discuss any new evidence and shall not exceed ten
    (10) pages.  This page limitation shall apply regardless of the number
    of issues raised in the ADR proceeding.

7.  The neutral shall rule on each disputed issue within fourteen (14)
    days following completion of the hearing.  Such ruling shall adopt in
    its entirety the proposed ruling and remedy of one of the parties on
    each disputed issue but may adopt one party's proposed rulings and
    remedies on some issues and the other party's proposed rulings and
    remedies on other issues.  The neutral shall not issue any written
    opinion or otherwise explain the basis of the ruling.

8.  The neutral shall be paid a reasonable fee plus expenses.  These fees
    and expenses, along with the reasonable legal fees and expenses of the
    prevailing party (including all expert witness fees and expenses), the
    fees and expenses of a court reporter, and any expenses for a hearing
    room, shall be paid as follows:

        (a)    If the neutral rules in favor of one party on all disputed
        issues in the ADR, the losing party shall pay 100% of such fees
        and expenses.
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        (b)    If the neutral rules in favor of one party on some issues
        and the other party on other issues, the neutral shall issue with
        the rulings a written determination as to how such fees and
        expenses shall be allocated between the parties.  The neutral
        shall allocate fees and expenses in a way that bears a reasonable
        relationship to the outcome of the ADR, with the party prevailing
        on more issues, or on issues of greater value or gravity,
        recovering a relatively larger share of its legal fees and
        expenses.

9.  The rulings of the neutral and the allocation of fees and expenses
    shall be binding, non-reviewable, and non-appealable, and may be
    entered as a final judgment in any court having jurisdiction.

10. Except as provided in paragraph 9 or as required by law, the existence
    of the dispute, any settlement negotiations, the ADR hearing, any
    submissions (including exhibits, testimony, proposed rulings, and
    briefs), and the rulings shall be deemed Confidential Information.
    The neutral shall have the authority to impose sanctions for
    unauthorized disclosure of Confidential Information.


























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