Exhibit 10.38

# SECOND AMENDED AND
RESTATEDPRODUCTION AGREEMENTBETWEENCARDINAL HEALTH 406,ANDMEDIMMUNE VACCINES,
INC.
INC.

This
Second Amended and Restated Production Agreement (the
Agreement) is made effective as of December 31, 2003 (the
Effective Date) by and between Cardinal Health 406, Inc.,
a Pennsylvania corporation with offices at 3001 Red Lion Road, Philadelphia, Pennsylvania
19114 (hereinafter called Cardinal Health); and MedImmune
Vaccines, Inc., a Delaware corporation with offices at 35 West Watkins Mill Road,
Gaithersburg, Maryland 20878 (hereinafter called
MedImmune). Cardinal Health and MedImmune may be referred
to herein as a Party or, collectively, as
Parties.

# WITNESSETH

WHEREAS,
Cardinal Health specializes in packaging for the pharmaceutical industries and has certain
technical and commercial information and know-how relating to, among other things,
performing assembly functions and packaging of pharmaceutical products.

WHEREAS,
MedImmune is a corporation that develops, registers, manufactures and markets
pharmaceutical products, and is the owner of certain proprietary technical and commercial
information and know-how relating to, among other things, the formulation and development
of such products.

WHEREAS,
MedImmune desires to engage Cardinal Health to provide certain services to MedImmune in
connection with the packaging of certain of MedImmunes products;

WHEREAS,
Cardinal Health, formerly known as Packaging Coordinators, Inc., and the
predecessor-in-interest of MedImmune, namely Aviron, a Delaware corporation, previously
entered into a Production Agreement, effective as of October 31, 1997, providing for such
packaging, and such agreement was amended and restated effective as of August 1, 2000 (as
so amended, the First Amended and Restated Production
Agreement); and

WHEREAS,
the parties desire to reallocate the responsibilities for such manufacture between them
and to further amend and restate the First Amended and Restated Production Agreement in
its entirety;

NOW,
THEREFORE, in consideration of the premises and the mutual promises contained herein
and intending to be legally bound hereby, the Parties agree as follows:

1.    DEFINITIONS The
following terms as used in this Agreement shall have the           meanings set forth in
this Article unless otherwise specifically provided           herein:

1.1.              Affiliate(s) shall
mean any corporation, firm,           partnership or other entity which controls, is
controlled by or is under common           control with a Party. For purposes of this
definition, control shall mean the           ownership of at least fifty (50%) percent of
the voting share capital of such           entity or any other comparable equity or
ownership interest.

1.2.              Agency shall
mean any governmental regulatory           authority involved in regulating any aspect of
the development, Manufacture,           Storage and sale of the Product.

1.3    
MedImmune Facility shall mean the portion of the Cardinal
Health Facility that is subject to the Facility Reservation Agreement and which is
dedicated to Primary and Secondary Production, or such other facility as my be mutually
agreed in writing by the Parties.

1.4    
MedImmune Production Equipment shall mean any Secondary
Production equipment purchased by MedImmune for use by Cardinal Health pursuant to this
Agreement.

1.5    
cGMP shall mean all the laws, regulations and standards
relating to Secondary Production, including but not limited to, the United States Food And
Drug Administration (FDA) current Good Manufacturing Practices, as set forth in the Code
of Federal Regulations (CFR), and the EEC Good Manufacturing Guidelines, Volume IV as such
Regulations and Guidelines may be revised from time to time, and any other applicable
laws, guidelines and regulation. If there should be a conflict between the FDA and EEC
standards, the more stringent of the two shall apply. MedImmune shall be responsible to
advise Cardinal Health of cGMP and other Agency requirements which shall apply to
Secondary Production conducted hereunder.

1.6    
Delivery Date shall mean the date on which Product is
delivered from Cardinal Health to MedImmune pursuant to Section 7.2.

1.7    
Facility Reservation Agreement shall mean that certain
agreement dated October 31, 1997, as amended from time to time, relating to the build-out
and use of the MedImmune Facility.

1.8    
FDA shall mean the United States Food and Drug
Administration and any successor agency having substantially the same function.

1.9    
   Materials  shall mean all  components  utilized in  Secondary  Production  except
for the Primary Product.

1.10    
Michigan shall mean the Regents of the University of
Michigan, a constitutional corporation of the State of Michigan with offices located at
Wolverine Tower, Room 2071, 3003 South State Street, Ann Arbor, Michigan, 48109-1280, USA.

1.11    
Michigan Agreement shall mean a certain Materials
Transfer and Intellectual Property Agreement between MedImmune and Michigan dated 24
February 1995.

1.12    
Packaging Specifications shall mean the procedures,
Standard Operating Procedures, components specifications, test results, requirements,
quality standards data and other documentation with respect to Materials, Secondary
Production, Product Production Equipment and Storage, including, without limitation, those
appended hereto as Appendix 2, as the same may be amended from time to time.

1.13    
Cardinal Health Facility shall mean Cardinal
Healths facility at 3001 Red Lion Road, Philadelphia, Pennsylvania, or such other
facility as may be mutually agreed in writing by the Parties.

1.14    
Cardinal Health Production Equipment shall mean all of
the packaging, labeling and testing equipment purchased by Cardinal Health as set forth in
Appendix 1, which may be amended from time to time.

1.15    
    Primary Product shall mean the product that is the result of Primary Production.

1.16    
    Primary Production shall mean the blending and aseptic filling of Vaccine in a
syringe.

1.17    
Primary Product Specifications shall mean the procedures,
Standard Operation Procedures, test results, requirements, quality standards data and
other documentation developed by MedImmune with respect to Primary Product.

1.18    
    Product shall mean the product which is the result of Primary and Secondary
Production.

1.19    
    Proprietary Information shall have the meaning set forth in Article 12.

1.20    
Secondary Area shall mean the area at the MedImmune
Facility reserved for Secondary Production as designated by MedImmune in consultation with
Cardinal Health.

1.21    
Secondary Production shall mean assembly, labeling and
packaging of Primary Product and Storage, in accordance with the Packaging Specifications.

1.22    
Store or Storage shall
mean the storage of Product, Materials and/or Stored Materials, as set forth in the
Packaging Specifications.

1.23    
Stored Materials shall mean all Materials, Syringes and
other supplies to be used by MedImmune in connection with Primary Production (other than
normal allantoic fluid and vaccine).

1.24    
Syringe shall mean the unfilled sprayer and stopper, as
set forth in the Packaging Specifications.

1.25    
Vaccine shall mean the bulk cold-adapted influenza
vaccine, as set forth in the Packaging Specifications.

2.        REPLACEMENT
OF FIRST AMENDED AND RESTATED PRODUCTION AGREEMENT By           entering into this
Agreement, the Parties hereby amend and restate the First           Amended and Restated
Production Agreement in its entirety. Except for rights and           obligations accrued
as of the Effective Date, all rights and obligations arising           thereunder are
hereby terminated as of the Effective Date.

3.        PRODUCTION
EQUIPMENT

3.1.    Installation
and Qualification. Each Party will, at its sole expense,           provide, install
in the Secondary Area, validate and qualify its respective           Production Equipment
in compliance with cGMP. MedImmune will perform process           validation on the
packaging line and Cardinal Health will assist MedImmune in           the validation
process with its operators and engineers.

3.2.    Maintenance. Cardinal
Health agrees to maintain and operate the MedImmune           and Cardinal Health
Production Equipment used for Secondary Production, in all           material respects,
in accordance with (a) cGMPs, (b) applicable Agency           requirements and (c) the
Packaging Specifications. As to the MedImmune           Production Equipment, Cardinal
Health shall be responsible for routine           maintenance in accordance with the
equipment manufacturers guidelines,           cGMPs and other applicable laws and
regulations, and for other repairs required           as a result of the negligence or
intentional misconduct of Cardinal Health or           its employees. MedImmune shall
bear all other expenses incurred for the           maintenance (other than routine
maintenance), repair and/or replacement, of the           MedImmune Production Equipment.
MedImmune shall be responsible for all expenses           and maintenance (including
routine maintenance) for any other equipment, used in           Primary Production,
including, without limitation, the freezer, but not           including, in any case, the
building equipment required to be maintained by           Cardinal Health pursuant to the
Facility Reservation Agreement. For the purpose           of this Agreement, routine
maintenance shall mean preventive maintenance and           calibration, as set forth in
the Packaging Specification.

3.3.    Ownership.
MedImmune shall at all times hold all right, title and           interest in the
MedImmune Production Equipment. Cardinal Health shall not, at           any time during
the term of this Agreement, encumber the MedImmune Production           Equipment.
Cardinal Health shall at all times hold all right, title and interest           in the
Cardinal Health Production Equipment. MedImmune shall not, at any time           during
the term of this Agreement, encumber the Cardinal Health Production           Equipment.
Upon the other Partys request, each Party shall provide           evidence to the
other Partys reasonable satisfaction indicating that           Partys
Production Equipment is insured and that such insurance covers the           other Party
(as an additional insured) for any loss or damage to the other           Party, or its
property or employees, except where such loss or damage is a           result of the
negligence or intentional misconduct of the other Party or its           employees.

3.4.    Changes
to Equipment. As it relates to Secondary Production, neither           Party may
modify, alter or otherwise use different equipment other than that           Partys
Production Equipment without the written consent of the other           Party. The costs
for any approved changes to a Partys Production           Equipment, including, but
not limited to, changes requiring validation or other           associated costs, will be
borne by the Party making the request, except as           otherwise agreed upon by the
Parties. Validation or re-validation of Production           Equipment after a change
under this Section 3.4 will be performed by the owner           of the Production
Equipment subject to the reasonable approval of the other           Party and such other
conditions as the Parties may agree upon before           implementing the proposed
change.

4.        COORDINATION;
SUPERVISION WITHIN THE SECONDARY AREA

4.1.    MedImmune
Technical Representative. MedImmune shall have the right to           have one or
more representatives in the Secondary Area during Secondary           Production to (a)
review Production Equipment and Secondary Production, (b)           review any relevant
records in connection with such Secondary Production and           assess its compliance
with cGMP and quality assurance standards set forth in the           Packaging
Specifications and (c) discuss any related issues with Cardinal           Healths
management. MedImmunes technical representatives, when in           the Secondary
Area, shall comply with Cardinal Healths rules and           regulations. MedImmune
shall indemnify and hold Cardinal Health and its           Affiliates harmless from all
liability, including claims by MedImmunes           technical representatives for
workers compensation, resulting from the           presence of MedImmunes
technical representatives at the MedImmune Facility           except for claims resulting
from the negligent or willful misconduct on the part           of Cardinal Health and its
employees or breach by Cardinal Health of its           obligations hereunder or under
the Facility Reservation Agreement.

4.2.    Responsibilities.
MedImmunes technical representative, if present,           shall not have
responsibility for the supervision of Cardinal Healths           personnel
conducting Secondary Production. However, if at any time           MedImmunes
technical representatives feel that Cardinal Health is           operating in a manner
inconsistent with this Agreement, he/she is to notify           Cardinal Health
immediately to cease operations until such condition is           remedied. Cardinal
Health will immediately cease operations and will not           recommence Secondary
Production operations without MedImmunes approval.           Cardinal Health shall
use its best efforts to remedy any such condition and           MedImmune shall authorize
Cardinal Health to resume Secondary Production upon           reasonable satisfaction
that such condition has been remedied. Nothing herein           shall amend or alter the
status of Cardinal Health as an independent contractor.

4.3.    Coordination
of Primary and Secondary Production. MedImmune and Cardinal           Health shall
mutually agree in writing upon and arrange for each of the           following activities
and any additional activities that are necessary or useful           to permit MedImmune
to undertake Primary Production at the MedImmune Facility or           to permit the
Parties to coordinate Primary Production with Secondary           Production:

(a)              Provision
for the delivery of materials and equipment for Primary Production;

(b)              Transfer
of Primary Product at designated times from MedImmune to Cardinal           Health in a
manner that ensures Storage in compliance with the Packaging           Specifications at
all times;

(c)              Delivery
of Product pursuant to Section 7.2 in a manner that ensures Storage in
          accordance with the Packaging Specifications;

(d)              Communication
as to other issues arising from MedImmunes conduct of           Primary Production,
Cardinal Healths conduct of Secondary Production,           other activities of
Cardinal Health at the MedImmune Facility pursuant to the           Facility Reservation
Agreement, or coordination of Primary and Secondary           Production; and

(e)              Designation
of a representative of each party to coordinate and facilitate the           activities
of (a) to (d).

5.        FORECAST,
PURCHASE AND SUPPLY OF PRODUCT

5.1.    Secondary
Production. During the term of this Agreement, Cardinal Health           shall
perform Secondary Production of such quantities of Product as may be set           forth
on orders placed by MedImmune under this Agreement. All Secondary           Production
and deliveries of Product hereunder shall be governed by the terms of           this
Agreement which shall supersede any inconsistent provisions in any order
          delivered by MedImmune to Cardinal Health.

5.2.    Forecasts.
On or before (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of           each year during
the term of this Agreement, MedImmune will provide Cardinal           Health with a
written (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) forecast, to           be updated in
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) intervals, of the           quantity of
Product which MedImmune expects to require form Cardinal Health           during each of
the next (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). The first           (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) of the first such rolling forecast           shall be
binding upon MedImmune, subject to the provisions of Section 5.6 below.
          MedImmunes first forecast shall include (a) the required Delivery Date
for           the binding portion of the forecast and (b) the quantity of Product to be
          delivered.

5.3.    Orders.
According to the forecast, MedImmune will provide Cardinal Health           with one or
more orders at (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)           intervals. Each such
order will set forth (a) the quantity of Product ordered           for delivery during
the (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) after the           date on which the
order is deemed to be received, (b) the requested Delivery           Date for such order,
(c) the quantity of Product to be delivered to MedImmune as           a quality control
sample and (d) the quantity of Product to be delivered on the           Delivery Date in
each form of packaging. Such order shall be delivered no later           than
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) days prior to the earliest
          requested Delivery Date.

5.4.    Confirmation;
Orders Greater than Forecast. Within fifteen (15) days of           receipt of any
order, Cardinal Health shall confirm in writing such order and           the Delivery
Date therefore. Cardinal Health shall use reasonable commercial           efforts to
supply the quantity of Product ordered, regardless of the quantity           forecast by
MedImmune, subject to the capacity limitations of the MedImmune and           Cardinal
Health Production Equipment and to the ability of MedImmune to supply           Primary
Product to Cardinal Health pursuant to Section 6.2. In the event that           Cardinal
Health is unable to fill any order, Cardinal Health shall so notify           MedImmune
in its written confirmation.

5.5.    Amendment
of Orders. Cardinal Health will use best efforts to accommodate           a request
to amend an order to increase or decrease the quantity of Product to           be
delivered.

5.6.    Cancellations.
MedImmune may cancel any order by providing Cardinal           Health written notice at
any time prior to the confirmed Delivery Date. In the           event that MedImmune
cancels any order for Product, MedImmune shall pay Cardinal           Health at the rates
set forth in Section 13.1 for (CONFIDENTIAL TREATMENT HAS           BEEN REQUESTED)
Cardinal Health in connection with performance of such order up           to the time of
receipt of such notice, including, without limitation,           (CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED) prior to the confirmed Delivery           Date, based upon MedImmunes
binding forecast (as set forth in Section 5.2           above).

5.7.    Supply
Commitments. Subject to the limitations set forth in Section 5.4,           Cardinal
Health represents and warrants that it has the ability to, and hereby           covenants
that it will, supply the quantity of Product ordered by MedImmune.

5.8.    Limited
Warranty. CARDINAL HEALTH WARRANTS THAT PRODUCT DELIVERED           HEREUNDER WILL
(a) BE PACKAGED BY CARDINAL HEALTH IN ACCORDANCE WITH cGMP AND           OTHER APPLICABLE
FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, INCLUDING BUT           NOT LIMITED TO FDA
REGULATIONS, (b) BE PACKAGED IN ACCORDANCE WITH THE PACKAGING           SPECIFICATIONS
AND (c) CONFORM AS OF THE DELIVERY DATE TO THE APPLICABLE           PACKAGING
SPECIFICATIONS, AS THEN IN EFFECT, SUBJECT TO NONCONFORMITIES IN           PRIMARY
PRODUCT EXISTING AT THE TIME OF DELIVERY TO CARDINAL HEALTH. EXCEPT AS           SET
FORTH HEREIN, CARDINAL HEALTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
          CONCERNING THE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR           ANY PARTICULAR PURPOSE.

6.        SUPPLY
AND PROCESSING OF PRIMARY PRODUCT, SYRINGES AND MATERIALS

6.1.    License;
Inventions.

(a)              MedImmune
hereby grants to Cardinal Health, during the term of this Agreement, a
          non-exclusive, non-transferable, royalty-free license during the term of this
          Agreement to use the data, information and technology provided by MedImmune
          related to the Vaccine and the Primary Product for the limited purpose of
          assisting Cardinal Health in carrying out its obligations set forth in this
          Agreement.

(b)              Cardinal
Health agrees that any and all idea, improvements, inventions and works           of
authorship conceived, written or first reduced to practice whether by           Cardinal
Healths employees alone or in conjunction with MedImmune, if any,           that
are related to the Vaccine or Primary Production (the MedImmune
          Inventions) shall be the sole and exclusive property of
          MedImmune and Cardinal Health hereby assigns to MedImmune all right, title and
          interest in and to any and all such MedImmune Inventions.

(c)              MedImmune
agrees that any and all ideas, improvements, inventions and works of           authorship
conceived, written or first reduced to practice in the performance of           this
Agreement that are related to Secondary Production (the           Cardinal
HealthInventions) shall be the sole and
exclusive property           of Cardinal Health and MedImmune assigns all right, title
and interest in and to           any and all such Cardinal Health Inventions. Cardinal
Health hereby grants to           MedImmune a non-exclusive, worldwide, royalty-free
license to use and practice           such Cardinal Health Inventions for the
manufacture, by or for MedImmune of any           of MedImmunes products. Such
license shall survive the termination or           expiration of this Agreement.

6.2.    Supply
of Primary Product. MedImmune shall, at MedImmunes expense,           on a
timely basis, deliver or cause to be delivered to the Secondary Area or           made
available at the MedImmune Facility, sufficient quantities of Primary           Product
meeting the Primary Product Specifications such that Cardinal Health can           fill
orders for the Product submitted pursuant to Section 5.3.

6.3.    Risk
of Loss of Primary Product.

(a)                 Subject
to the limitations set forth in Section 6.3(c) and Section 9.2(a),           Cardinal
Health will bear risk of loss for Primary Product delivered or made           available
to Cardinal Health under Section 6.2 and for Stored Materials, which           loss
results from Cardinal Healths failure to comply with the Packaging
          Specifications or from the negligence or intentional misconduct of Cardinal
          Health or its employees. Cardinal Health shall issue MedImmune a credit for
such           losses for which Cardinal Health bears the risk of loss as described in
the           preceding sentence. This credit will be applied against any amounts owed
          Cardinal Health by MedImmune at the time the credit is issued and to the extent
          the credit exceeds the amount due, the remaining portion of the credit will be
          carried over and applied to the next payments due to Cardinal Health from
          MedImmune under this Agreement until all such credits (or remainders) are
          exhausted. If the Agreement terminates or expires and there is a credit
          remaining, Cardinal Health shall apply such credit against any sums owed
          Cardinal Health by MedImmune, and, to the extent there is a credit balance
          remaining, shall pay MedImmune the difference.

(b)                 Subject
to the limitations set forth in Section 6.3(c) and Section 9.2(a),           Cardinal
Health will also bear the risk of loss for normal manufacturing losses           of
commercial Primary Product containing active ingredients (i.e.          excluding
media fills) (Commercial Primary Product) from the entire           packaging
line as it exists on June 1, 2003, in excess of (CONFIDENTIAL           TREATMENT HAS
BEEN REQUESTED) of all Commercial Primary Product delivered or           made available
to Cardinal Health by MedImmune during any Production Year (as           defined in
Article 13). Losses shall not include inspection booth rejects,           quality
assurance testing and challenges and retained samples. If equipment is           added to
or removed from the packaging line, the Parties shall negotiate a new           normal
manufacturing loss percentage. Losses shall be calculated promptly           following
the conclusion of the Production Year. At the conclusion of each           Production
Year, Losses will be reviewed and the allowable loss percentage           adjusted
accordingly. Cardinal Health shall issue MedImmune a credit for such           losses for
which Cardinal Health bears the risk of loss as described in the           preceding
sentences. This credit will be applied against any amounts owed           Cardinal Health
by MedImmune at the time the credit is issued and to the extent           the credit
exceeds the amount due, the remaining portion of the credit will be           carried
over and applied to the next payments due to Cardinal Health from           MedImmune
under this Agreement until all such credits (or remainders) are           exhausted. If
the Agreement terminates or expires and there is a credit           remaining, Cardinal
Health shall apply such credit against any sums owed           Cardinal Health by
MedImmune, and, to the extent there is a credit balance           remaining, shall pay
MedImmune the difference. The parties shall work together           to reduce
manufacturing Losses.

(c)                 Cardinal
Healths liability for Primary Product losses under this           Agreement,
including without limitation under Section 6.3(a), Section 6.3(b) and           Section
7.5 will not exceed (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). For           lots equal
to or exceeding (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED), the cap           on
Cardinal Healths liability for Primary Product losses set forth in the
          preceding sentence will be $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). For
          less than full lot quantities, those respective caps will be pro-rated.
          MedImmune will bear all risk of loss and responsibility to insure for losses of
          the Primary Product other than as such risk is specifically assumed by Cardinal
          Health under this Agreement and above loss limit set forth herein.

(d)                 The
Parties agree to work together on process improvements to improve production
          efficiency and reduce packaging waste.

6.4.    Supply
of Materials and Inventories. Cardinal Health shall purchase all           Materials,
including but not limited to those set forth in the Packaging           Specifications,
required to complete the Secondary Production of the Product.           Cardinal Health
shall provide MedImmune with any inventory of all stored           Materials and Product
on a regular schedule, and shall develop computer systems           to enable MedImmune
to track and monitor inventories, all as required by           MedImmune. Detailed
inventory transaction reports will be provided to MedImmune           by Cardinal Health
on a schedule to be agreed upon by the parties. In the event           MedImmune desires
to obtain the Materials (other than the cartons, inserts or           lids) from sources
other than Cardinal Health, it shall have the right to do so,           at its own
expense, provided MedImmune notifies Cardinal Health at least ninety           (90) days
in advance. In the event MedImmune is able to obtain cartons, inserts           or lids
(in accordance with the Packaging Specifications) at a cost less than           the
prices then in effect from Cardinal Health, MedImmune shall notify Cardinal
          Health and Cardinal Health shall have an opportunity to agree to match such
          lower prices. In the event Cardinal Health does not agree to such lower prices,
          MedImmune shall be permitted to obtain such Materials from sources other than
          Cardinal Health, provided MedImmune notifies Cardinal Health at least ninety
          (90) days in advance. In the event MedImmune purchases such Materials itself,
          the price for Product shall be adjusted as set forth in Section 13.

6.5.    Labels
and Secondary Production.

(a)                 Thirty
(30) days prior to the intended date of commencement of commercial           production,
MedImmune shall provide Cardinal Health with: (i) any particular           Packaging
Specifications it may have with respect to labels and packaging           materials and
(ii) camera-ready artwork for reproduction on labels, package           inserts and
packaging materials. Such information shall include, but need not be           limited
to, the quality, weight and color of the packaging materials and labels,           the
type and colors of ink to be used in printing for the labels or packaging
          materials and any special requirements for the labels or packaging for the
          Product to be delivered to specific countries. The method to assign lot numbers
          will be set forth in the Packaging Specifications.

(b)              Cardinal
Health shall reproduce the artwork on the labels, packages inserts and
          packaging materials and imprint the appropriate lot number on each individual
          unit and each carton of Product in accordance with the designated lot numbers.
          Cardinal Health shall conduct all Secondary Production in accordance with the
          Packaging Specifications.

(c)              In
the event that MedImmune desires to change any label, packaging insert or
          packaging Material for all or any portion of the Product, MedImmune shall
supply           Cardinal Health with new camera-ready artwork and work with Cardinal
Health to           promptly coordinate the use of such new artwork into Secondary
Production           process. In such event, MedImmune shall purchase from Cardinal
Health, at a           price equal to Cardinal Healths cost, all Materials in
Cardinal           Healths inventory made obsolete by such changes.

6.6.    Secondary
Production of Product.

(a)                 Cardinal
Health shall conduct Secondary Production in accordance with the           Packaging
Specifications and applicable federal, state and local laws and           regulations
including, without limitation, cGMP. Cardinal Health shall notify           MedImmune of
any difficulty in meeting Packaging Specifications or any deviation           therefrom
immediately upon discovery of such difficulty. Cardinal Health shall           not
conduct Secondary Production nor Store Stored Materials or Product at any           other
location other than the MedImmune Facility without the prior written           approval
of MedImmune, and shall keep all Product within the Secondary Area.           Before,
during and after Secondary Production of each batch of Product, Cardinal           Health
shall monitor the Secondary Production and Storage environments (other           than the
freezers) and keep such records as all of the foregoing are required by           the
Packaging Specifications and cGMP. Each Party shall promptly notify the           other
of any new instructions or specifications required by the FDA or the           United
States Federal Food, Drug and Cosmetic Act, and of other applicable rules           and
regulations, and shall confer with each other with respect to the best means           to
comply with such requirements and shall allocate any costs of implementing           such
changes on an equitable basis.

(b)                 The
Parties agree that it is their intention to identify ways in which to           enhance
efficiencies in the Secondary Production and so reduce production costs           (Cost
Reduction Measures). In the event           Cardinal Health expends
amounts in undertaking Cost Reduction Measures,           including, for example, the
purchasing of additional production equipment and           provided such costs are
agreed upon in advance by the parties in writing,           MedImmune shall reimburse
Cardinal Health for such amounts. Any additional           equipment paid for by
MedImmune under this Section 6.6(b) shall be deemed           MedImmune Production
Equipment.

6.7.    Product
Specifications; Testing.

(a)              Certain
of the Packaging Specifications are appended to this Agreement as Appendix 2. The
Parties acknowledge that those Packaging Specifications           set forth in Appendix
2 which are specific to the Secondary Production           under this Agreement,
namely those procedures 211.MedImmune.1 through           211.MedImmune.12 and V0008 and
V0014, may need to be refined and modified as the           Parties gain experience with
Secondary Production, testing and use of Product.           Accordingly, the Parties
agree to negotiate in good faith to modify those           MedImmune specific
procedures from time to time as the Parties          experience with Secondary
Production, testing and use of Product warrant; and           Cardinal Health further
agrees that it will facilitate changes to Appendix           2 that are necessary
or appropriate in light of FDA or other regulatory           requirements. The Parties
agree to allocate on an equitable basis any special           costs of developing and
implementing revised procedures.

(b)              Product
supplied hereunder will conform to the Packaging Specifications, and           such
conformance will be verified in accordance with the testing standards and
          procedures specified therein. Cardinal Health will forward a sample of each
          batch of Product to MedImmune for testing and will supply MedImmune with a
          certificate of release (Certificate of Release)
          confirming that such Product produced meets the Packaging Specifications.

(c)              The
Parties agree to work together in good faith to develop more efficient
          packaging and testing procedures.

6.8.    FDA
and Regulatory Support.

(a)              Cardinal
Health agrees to provide MedImmune with letters of access to any files           and
documents required by the FDA or regarding Secondary Production. MedImmune
          shall have sole responsibility for obtaining from any Agency all permits and/or
          licenses necessary or required for the sale, marketing or commercialization of
          Product. MedImmune shall be responsible for all other filings necessary for
          approval and import of Product into countries outside the United States.
          Cardinal Health further agrees to use reasonable commercial efforts to assist
          MedImmune in obtaining any government or Agency approval that may be required
          for the marketing of Product in any country. MedImmune shall provide Cardinal
          Health with written notice of any additional regulatory requirements of
          countries other than the United States that relate to Secondary Production.
          Cardinal Health shall use its reasonable commercial efforts to comply with such
          additional requirements and shall provide MedImmune with prompt written notice
          of whether it is able to do so. Cardinal Health will provide MedImmune copies
of           all supporting documentation in Cardinal Healths possession required
for           FDA licensing of the Product. MedImmune will hold the FDA and any other
Agency           license(s) for the Product.

(b)              Upon
request, Cardinal Health shall allow access to the MedImmune Facility and
          inspection of the Secondary Area by FDA or other Agency officials. In the event
          that the Secondary Area is audited or inspected by an Agency, Cardinal Health
          will notify MedImmune immediately by telephone and will provide MedImmune with
          prompt written notice of such audit. MedImmune will have, at its option, the
          opportunity to observe the audit for inspection, and to jointly cooperate with
          Cardinal Health in any response. Cardinal Health will also promptly provide
          MedImmune with copies of any correspondence or reports relating to such audit
or           inspection.

6.9.      cGMP
Compliance and QA Audits. Within ten days of MedImmunes           written
request, Cardinal Health shall supply MedImmune with copies of Cardinal           Healths
manufacturing records, including its batch records, for the           purposes of
assuring product quality and compliance with the Packaging           Specifications. Any
found discrepancies, other than discrepancies resulting from           directions
received from MedImmune or its representatives, will be reported to           Cardinal
Health and Cardinal Health will within thirty (30) days correct said
          discrepancies to MedImmunes reasonable satisfaction. Failure to do so
will           give MedImmune the right to terminate this Agreement pursuant to Section
10.5.           MedImmunes failure to exercise its right to audit the Cardinal
Health           Facility will not represent a waiver of any future exercise of this
right or of           any other rights under this Agreement, nor does it represent
acceptance of any           conditions past or present that might exist or result from
such conditions at           the Cardinal Health Facility. MedImmune acknowledges that
all copies of Cardinal           Healths manufacturing records shall be subject to
the confidentiality           provisions of Article 12.

6.10.    Compliance
with Laws. Cardinal Health shall comply with all applicable           present and
future orders, regulations, requirements and laws of any and all           applicable,
federal, state, and local authorities and Agencies, including           without
limitation all laws and regulations of applicable to the transportation,
          storage, use, handling and disposal of hazardous materials. Cardinal Health
          represents and warrants to MedImmune that it has and will maintain during the
          term of this Agreement all government permits, including without limitation
          health, safety and environmental permits, necessary for the conduct of the
          actions and procedures that it undertakes pursuant to the Agreement.

6.11.    Documentation.
Cardinal Health shall keep, for a period of seven years,           complete, accurate and
authentic accounts, notes, data and records of the work           performed under this
Agreement, including those pertaining to the methods and           MedImmune Facility
used for Secondary Production, testing, and distribution of           Product in
accordance with the Packaging Specifications, cGMP, Michigan           Agreement and
other applicable laws and regulations, and shall promptly provide           any such
information to MedImmune upon reasonable request at MedImmunes           expense.

6.12.    Rework.
Cardinal Health shall not rework any batch of Product without           MedImmunes
prior written consent, which consent shall not be unreasonably           withheld.

6.13.    Samples.
Cardinal Health shall retain quantities of samples of packaging           and labeling
materials in accordance with cGMP. Within ten (10) days following           MedImmunes
written request, Cardinal Health shall provide MedImmune, at           MedImmunes
expense, with up to one-half the original amount of the           retained samples.

6.14.    Storage
and Handling. Cardinal Health shall Store and handle Stored           Materials and
Product as required by the Packaging Specifications.

6.15.    Corrective
Action. In the event any Agency shall request or order, or if           MedImmune
shall determine to undertake, any corrective action with respect to           Products
supplied hereunder, including any Product recall, customer notice,           restriction,
change, corrective action or market action, and the cause or basis           for such
corrective action results from the material breach by Cardinal Health           of
Section 5.8, then Cardinal Health shall replace and reship only the lot(s) of
          Products which are subject to such corrective action. Cardinal Health shall pay
          all costs incurred in replacing such Product, including the Primary Product,
          Materials and shipping costs, subject to the limitations set forth in Section
          9.2. Any costs resulting from corrective actions for any other cause, including
          but not limited to the Packaging Specifications or Product tampering after the
          Products have been Shipped from Cardinal Healths Facility, shall be the
          sole responsibility of MedImmune. MedImmune shall promptly notify Cardinal
          Health in writing upon the occurrence of any such corrective action (or, to the
          extent practicable, not less than ten days prior thereto).

7.        DELIVERY
AND ACCEPTANCE OF FINISHED PRODUCT

7.1.    Quality
Control Sample of Product. Prior to the delivery of any batch of           Product,
Cardinal Health shall deliver to MedImmune (a) a quality control sample           of such
batch for the purpose of confirming that such batch meets the Packaging
          Specifications, (b) a copy of the batch records for such batch, together with
          written confirmation that such batch records have been reviewed and approved by
          Cardinal Healths Quality assurance unit and (c) a Certificate of Release.
          The quality control sample shall consist of the number of individual Product
          units specified in the Packaging Specifications. No delivery of Product shall
be           deemed to have been made until MedImmune accepts or is deemed to have
accepted           the quality-control sample and associated documentation in accordance
with the           Packaging Specifications and Section 7.3.

7.2.    Delivery
of Product. All deliveries shall be shipped F.O.B. the Secondary           Area,
unless otherwise agreed upon by Cardinal Health and MedImmune in a           particular
order. (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) shall be           responsible for all
freight and delivery charges and shall assume all risk of           loss of the Product
after transfer of possession to the carrier.

7.3.    Acceptance
and Rejection of Product.

(a)              MedImmune
may reject any quality control sample or batch delivery which does not           conform
with the Packaging Specifications or with applicable documentation or           other
requirements. Any such notice of rejection shall be in writing and shall
          indicate the reasons for such rejection.

(b)              In
order to reject or put on hold delivery of Product based on testing of a
          quality control sample, MedImmune must give written notice to Cardinal Health
of           MedImmunes rejection of any delivery (i) within (CONFIDENTIAL
TREATMENT           HAS BEEN REQUESTED) following receipt of notification of lot
rejection by the           FDA, or (ii) within (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) after receipt of           the applicable quality control sample, whichever is
later (the Acceptance           Period). If no such notice of rejection/hold
is received during such time           period, MedImmune shall be deemed to have accepted
such quality control sample           upon the expiration of the Acceptance Period, and
Cardinal Health shall be           authorized to make delivery of the Product.

(c)              After
notice of rejection/hold is given, MedImmune shall cooperate with Cardinal
          Health in determining whether rejection is necessary or justified and, in
          situations in which the type of damage so warrants, provide Cardinal Health
with           the allegedly non-conforming Product for Cardinal Health evaluation.
Cardinal           Health will evaluate the cause for such non-compliance. Cardinal
Health shall           notify MedImmune as promptly as reasonably possible whether it
accepts           MedImmunes basis for any rejection. If Cardinal Health disagrees
with           MedImmunes determination that certain Product does not meet the
Packaging           Specifications, such Product shall be submitted to a mutually
acceptable third           party laboratory. Such third party laboratory shall determine
whether such           Product meets the Packaging Specifications and the Parties agree
that such           laboratorys determination shall be final and determinative. The
Party           against whom the third party tester rules shall bear all costs of the
third           party testing. Whether or not Cardinal Health accepts MedImmunes
basis for           rejection, promptly on receipt of a notice of rejection/hold of
Product,           Cardinal Health shall use reasonable commercial efforts at MedImmunes
          request to replace such rejected Product. Until such time as the third party
          tester makes a ruling regarding whether the Product meets Packaging
          Specifications, MedImmune shall bear the expenses of such replacement. If the
          third party tester rules that the Product meets the Packaging Specifications,
          MedImmune guarantees to purchase that Product and any replacement Product which
          Cardinal Health has delivered to MedImmune at the price set forth in Section
          13.1. In the event the third party tester rules the Product does not meet
          Packaging Specifications, the provisions of Sections 7.4 and 7.5 shall apply.

7.4.    Destruction
of Product. Neither Party may destroy any Product alleged not           to meet
Packaging Specifications until the third party tester determines whether           the
Product meets Packaging Specification. Thereafter, upon MedImmunes
          written request, Cardinal Health shall return to MedImmune or promptly destroy
          any rejected Product. The Party determined by the third party tester to be
          responsible for the failure of such Product to meet the Packaging
Specifications           shall bear all costs for such return or destruction. In the
event Cardinal           Health destroys such Product, Cardinal Health shall provide
MedImmune with           certification of such destruction.

7.5.    Replacement
Product. In the event that Cardinal Health bears           responsibility for the
failure of Product, promptly following the rejection of           any Product, MedImmune
shall deliver sufficient quantities of Primary Product to           the MedImmune
Facility in order for Cardinal Health to comply with Section           7.3(c) provided
that the production and delivery of such additional Primary           Product is
reasonably feasible, and can reasonably result in the delivery of           completed
final Product by Cardinal Health in sufficient time for market           distribution.
All direct costs incurred by MedImmune in connection with           acquiring, producing
and delivering such quantities of Primary Product shall be           the sole
responsibility of Cardinal Health, subject to the limitations set forth           in
Section 6.3(c) and Section 9.2. In accordance with the terms of Sections 6.6
          and 6.7, Cardinal Health shall perform Secondary Production to deliver to
          MedImmune the amount of Product originally ordered for the rejected delivery
and           shall do so as promptly as technically feasible.

8.        REPRESENTATIONS
AND WARRANTIES

8.1.    Existence
and Power. Each Party hereby represents and warrants to the           other Party
that such Party (a) is duly organized, validly existing and in good           standing
under the laws of the state in which it is organized, (b) has the power           and
authority and the legal right to own and operate its property and assets,           and
to carry on its business as it is now being conducted, and (c) is in           compliance
with all requirements of applicable law, except to the extent that           any
noncompliance would not materially adversely affect such partys           ability
to perform its obligations under the Agreement.

8.2.    Authorization
and Enforcement of Obligations. Each Party hereby           represents and warrants
to the other Party that such Party (a) has the power and           authority and the
legal right to enter into the Agreement and to perform its           obligations
hereunder and thereunder and (b) has taken all necessary action on           its part to
authorize the execution and delivery of the Agreement and the           performance of
its obligations hereunder. The Agreement has been duly executed           and delivered
on behalf of such Party, and constitutes a legal, valid, binding           obligation,
enforceable against such Party in accordance with its terms.

8.3.    No
Consents. Each Party herby represents and warrants to the other Party           that
all necessary consents, approvals and authorizations of all Agencies and           other
persons required to be obtained by such Party in connection with the           Agreement
have been obtained.

8.4.    No
Conflict. Each Party herby represents and warrants to the other Party           that
the execution and delivery of the Agreement and the performance of such           partys
obligations hereunder and thereunder (a) does not conflict with or           violate any
requirement of applicable laws or regulations or any material           contractual
obligation of such Party and (b) does not materially conflict with,           or
constitute a material default or require any consent under, any material
          contractual obligation of such Party.

8.5.    Non-Debarment.
Cardinal Health represents and warrants that Cardinal           Health is not and does
not, to the best of its knowledge, use in any capacity           the services of any
person barred by an applicable Agency (including, but not           limited to, the FDA)
from providing such services. Cardinal Health covenants it           will not in the
performance of its obligations hereunder use in any capacity the           services of
any person that it knows is barred by an applicable Agency and will,           as soon as
practicable but in no case more than five (5) days after becoming           aware of such
restriction, disclose in writing to MedImmune that any person who           is performing
services hereunder is so barred or that any action, suit, claim,           investigation
or legal or administrative proceeding is pending or, to the best           of Cardinal
Healths knowledge, threatened, by any applicable Agency           relating to the
debarment of Cardinal Health or any person performing services           hereunder.

9.        INDEMNIFICATION

9.1.    Indemnity.

(a)              Except
to the extent that claims, suits, losses, damages, costs, fees or           expenses
arise or result from any negligent or wrongful act or omission of           Cardinal
Health or Cardinal Healths breach of Section 5.8, Article 8, or           Article
16, MedImmune agrees to indemnify, hold harmless and defend Cardinal           Health,
its affiliates and their respective directors, officers, employees and           agents,
and the directors, officers, employees and agents of any Cardinal Health
          parent, subsidiary or related company (the Cardinal Health
          Indemnitees) from and against any and all claims, suits,
          losses, damages, costs, fees and expenses resulting from or arising out of
          Primary Production, the development, creation, sale, distribution, possession
or           use of Product by any person, or asserted by or on behalf of Michigan
against           the Cardinal Health Indemnitees, including without limiting the
generality of           the foregoing any damages, losses or liabilities whatsoever with
respect to           death or injury to person or damage to property.

(b)              To
the extent that such claims, suits, losses, damages, costs, fees or expenses
          arise or result from any negligent or wrongful act or omission of Cardinal
          Health or the breach by Cardinal Health of Section 5.8, Article 8 or Article
16,           Cardinal Health agrees to indemnify, hold harmless and defend MedImmune and
          MedImmunes directors, officers, employees and agents, and the directors,
          officers, employees and agents of any MedImmune parent, subsidiary or related
          company (the MedImmune Indemnitees) from and
          against any and all claims, suits, losses, damages, costs, fees and expenses
          resulting from or arising out of its Secondary Production, its transportation,
          storage, use, handling and disposal of hazardous materials related to such
          Secondary Production, including without limiting the generality of the
foregoing           any damages, losses or liabilities whatsoever with respect to death
or injury to           person or damage to property.

9.2.    Limitation
of Liability.

(a)              Notwithstanding
anything to the contrary in this Agreement, Cardinal           Healths liability
(individually or in the aggregate) under this Agreement           or in any manner
arising out of this Agreement or its Secondary Production,           Storage, use or
handling of the Product shall be limited as set forth in this           Section 9.2(a)
and Section 9.2(b). Cardinal Healths liability shall not           exceed the
lesser of (i) the sum of all amounts paid or then payable by           MedImmune to
Cardinal Health under this Production Agreement for Product           delivered during,
and the amounts paid or then payable by MedImmune to Cardinal           Health under
Section 3.1 of the Facility Reservation Agreement during, the           twelve (12)
months immediately preceding the event which resulted in such           liability*; and
(ii) seven and one-half million dollars ($7,500,000).

(b)              IN
NO EVENT SHALL EITHER MEDIMMUNE OR CARDINAL HEALTH BE LIABLE TO THE OTHER FOR
          ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSES OF ANY
          NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS.

9.3.    Notice
and Payment.

(a)              Promptly
after acquiring knowledge of any damage, loss, deficiency, liability,
          encumbrances, penalty, cost, expense, action, suit, investigation, proceeding,
          assessment, audit, judgment, or claim against which MedImmune or Cardinal
Health           must indemnify the other pursuant to Section 9.1 (the Indemnifying
          Party), the Indemnified Party shall give to the
          Indemnifying Party written notice thereof, specifying the nature of the claim
          for indemnity (the Claim Notice); provided,
          however, that the delay or failure to give a Claim Notice shall not be a bar to
          indemnification hereunder, except and to the extent that the indemnifying Party
          is materially prejudiced by the delay or failure to give such Claim Notice.

(b)              With
respect to any claim, action, suit, investigation, proceedings, demand,
          assessment or audit brought by a Third Party (Third Party
          Matter), the Indemnifying Party shall have the right, at
          its own expense, to contest and defend against or attempt to settle or
          compromise (subject to the limitations set forth below), such Third Party
Matter           and any damages, losses, deficiencies, liabilities, encumbrances,
penalties,           costs, expenses and assessments (Damages)
          resulting therefrom. If the Indemnifying Party so elects, such defense shall be
          instituted promptly and the Indemnifying Party shall receive from the
          Indemnified Party all necessary and reasonable cooperation in said defense. If
          the Indemnifying Party is successful in respect of any counterclaim asserted by
          it in defending a Third Party Matter, any sums recovered shall first be applied
          to reimburse the Indemnifying Party for its reasonable out-of-pocket expenses
in           connection therewith, and any sums in excess of such amount shall be paid to
the           Indemnified Party.

(c)              In
the event that an Indemnifying Party, after written notice from the           Indemnified
Party, elects not to defend the same or fails to so notify the           Indemnified
Party within thirty (30) days of the giving of the Claim Notice, the
          Indemnifying Party shall be deemed to have elected not to defend and if the
          Indemnified Party elects to contest and defend against such claim, it shall
have           the right to do so with counsel of its own choosing, at the cost and
expense of           the Indemnifying Party.

(d)              Neither
the Indemnified Party nor the Indemnifying Party shall have the right to
          settle, compromise or make payment with respect to any claim, demand, or
          litigation without the written consent of the other Party, except that the
          Indemnified Party shall have the right to settle, compromise or make payment
          with respect to any claim, demand, or litigation against it without such
consent           if it has given a Claim Notice to the Indemnifying Party, and (i) the
          Indemnifying Party has elected, or shall be deemed to have elected, not to
          defend the same or (ii) the Indemnifying Party fails to promptly attempt to
          settle or compromise the claim.

9.4.    Cardinal
Health Insurance. Throughout the term of this Agreement and for           policies
written on a claims made basis for five (5) years thereafter, Cardinal           Health
shall maintain the following minimum insurance coverage with insurance           carriers
reasonably acceptable to MedImmune:

(a)              Commercial
General Liability with per occurrence and general aggregate limits of           not less
than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED), which shall name           MedImmune as
an additional insured and Cardinal Health shall provide a           certificate which
shall state that Cardinal Healths insurer will endeavor           to provide thirty
(30) days written notice of any cancellation prior to the           policy expiration
date; and

(b)              Workers
Compensation Insurance for Cardinal Healths employees to the           full extent
required by applicable state law. Cardinal Health will promptly           provide
MedImmune with documentation reasonably requested by MedImmune to verify
          evidence of such insurance coverage.

(c)              In
lieu of insurance, Cardinal Health may self-insure any or a portion of the
          above required insurance.

9.5.    MedImmune
Insurance. MedImmune shall purchase and maintain, during the           term of this
Agreement and for a period of five (5) years thereafter, at its own           cost,
product liability insurance with per occurrence and general aggregate           limits of
not less than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) and           workers
compensation insurance coverage for MedImmunes employees in           amounts
required pursuant to applicable state laws, from an insurer reasonably
          acceptable to Cardinal Health to cover liabilities which may arise under this
          Agreement, which insurance shall name Cardinal Health as an additional insured
          and MedImmune shall provide a certificate which shall state that
          MedImmunes insurer shall endeavor to provide thirty (30) days written
          notice of any cancellation prior to the policy expiration date. In lieu of
          insurance, MedImmune may self-insure any or a portion of the insurance required
          by this Section 9.5.

10.        TERM
AND TERMINATION

10.1.              This
Agreement shall be effective as of the Effective Date and, unless earlier
          terminated or extended as provided herein, shall continue through December 31,
          2004. The term of this Agreement may be extended by MedImmune for up to three
          (3) additional periods of three (3) years each provided it gives written notice
          to Cardinal Health of its intention to extend the term at least six (6) months
          prior to expiration in each case.

10.2.              MedImmune
may terminate this Agreement at any time upon twelve (12) months*           prior written
notice to Cardinal Health; provided, however that in the event           that MedImmune
terminates because it desires to undertake Secondary Production           at MedImmunes
own facility, MedImmune shall provide Cardinal Health with           twenty-four (24)
months* prior written notice of termination of this Agreement.

10.3.              [Reserved.]

10.4.              Either
Party shall have the right to immediately terminate this Agreement if the           other
Party files a petition in bankruptcy, or enters into an agreement with its
          creditors, or applies for or consents to the appointment of a receiver or
          trustee, or makes an assignment for the benefit of creditors, or suffers or
          permits the entry of an order adjudicating it to be bankrupt or insolvent,
          provided that such bankruptcy is not discharged within thirty (30) days.

10.5.              If
either Party materially breaches any of the provisions of this Agreement and
          such breach is not cured within thirty (30) days* after the giving of written
          notice, the Party claiming the breach shall have the right to terminate this
          Agreement.

10.6.              Either
Party may terminate this Agreement upon ninety (90) days* written notice           and
without penalty in the event of failure to obtain FDA approval for the           Product
in the United States or any license, permit or certificate required by           any
governmental or regulatory agency is not approved and/or issued by any
          applicable Agency, provided that such other party may no longer appeal such
          decision, reapply or otherwise pursue such permit, license or certificate.

10.7.              In
the event of expiration or termination of this Agreement, (i) MedImmune shall
          pay for all completed Product whether or not MedImmune takes delivery of such
          Product, (ii) MedImmune shall bear no responsibility for the payment of any
          Secondary Production not completed prior to termination of this Agreement,
(iii)           Cardinal Health shall promptly, at MedImmunes request and expense,
destroy           or return to a location to be specified by MedImmune, any remaining
inventory of           Materials and Product to MedImmune, unless such termination shall
have been as a           result of termination or a breach of this Agreement by Cardinal
Health, in which           case such Primary Product and Materials shall be returned or
destroyed at           Cardinal Healths expense, and MedImmune shall reimburse
Cardinal Health           for the cost of all Materials so returned; (iv) each Party
shall promptly return           all Proprietary Information (as described in Article 12)
to the Disclosing           Party; and (v) MedImmune shall remove the MedImmune
Production Equipment from           the MedImmune Facility in accordance with the
Facility Production Agreement.

10.8.              Termination
of this Agreement shall not affect any rights or claims of either           Party that
accrued prior to the date of such termination. The rights and           obligations of
each of the Parties under the provisions of Sections 6.8, 6.9,           6.11, 6.13,
6.15, 10.7, 10.8, 10.9, 13.4, and Articles 9, 11 and 12 shall           survive the
termination or expiration of this Agreement for any reason.

10.9.              Upon
termination of this Agreement, the Facility Reservation Agreement shall
          terminate, and the consequences of such termination shall be as set forth in
          Section 10 of that Agreement.

11.        DISPUTE
RESOLUTION. Any controversy, claim, or dispute (the           Dispute)
between the Parties arising out of or           relating to this Agreement, or the breach
thereof, shall be submitted to the           chief executive officer of Cardinal Health
and the Chief Executive Officer of           MedImmune for twenty (20) days for
resolution. If the Dispute has not been           resolved in such period, the Dispute
shall be resolved through arbitration           before three (3) arbitrators. Such
arbitration shall take place in Philadelphia           and shall proceed in accordance
with the Commercial Arbitration Rules of the           American Arbitration Association (Commercial
          Rules) and the laws of Pennsylvania without regard to the
          provisions thereof concerning conflict of laws. Within thirty (30) calendar
days           of either Party making a demand for arbitration, MedImmune and Cardinal
Health           shall each select one (1) arbitrator. A third arbitrator shall be
selected by           the arbitrators selected by the Parties within ninety (90) days of
the demand           for arbitration. In the event that either Party shall fail to
appoint its           arbitrator, or the two arbitrators selected by the Parties fail to
appoint the           third arbitrator, in either case within the prescribed time period,
then either           Party may apply to the American Arbitration Association for the
appointment of           such arbitrator. The determination of a majority of the panel of
arbitrators           shall be the decision of the arbitrators and shall be binding
regardless of           whether on of the Parties fails or refuses to participate in the
arbitration;           said determination shall be enforceable by any court of competent
jurisdiction.           Each Party shall pay for the arbitrator it selects with the cost
of the third           arbitrator being divided equally between the Parties. All other
costs related to           the arbitration shall be borne by the Party incurring such
costs, unless           otherwise agreed to by the Parties.

12.        CONFIDENTIALITY

12.1.    Definition.
As used in this Agreement, the term Proprietary Information           shall mean any
information, either enabling or disabling, including the terms of           this
Agreement, any batch record, any order or other commercial relationship           between
the Parties, know-how, trade secrets, research, data, process,           technique,
algorithm, program design, drawing, formula, experimental design or           test data
relating to any research project, work in process, future development,
          scientific, manufacturing, marketing, business plan, financial or personnel
          matter relating to the disclosing Party (Disclosing           Party),
its present or future products, sales, suppliers,           customers, employees,
investors or business, whether in oral, written graphic or           electronic form and
whether received from the Disclosing Party or a third party.           The term
Proprietary Information shall include, without limitation, (a) any cost
          information related to the manufacture of Product, and (b) the Packaging
          Specifications for Product, each of which has previously been disclosed to
          Cardinal Health.

12.2.    Obligation.
During the term of this Agreement and for a period of ten           (10) years
thereafter, the receiving Party (the Receiving           Party)
shall maintain in confidence all Proprietary           Information, as defined in Section
12.1 above, and shall not use, disclose or           grant use of such Proprietary
Information except as expressly authorized by this           Agreement. The Receiving
Party may disclose Proprietary Information, as           authorized hereunder, only to
those employees, agents or consultants of the           Receiving Party reasonably
requiring access. The Receiving Party shall use the           standard of care which is
practical to ensure that such employees do not           disclose or make any
unauthorized use of Proprietary Information. The Receiving           Party shall promptly
notify the Disclosing Party upon discovery of any           unauthorized use of
disclosure of Proprietary Information.

12.3.    Exclusions.
The term Proprietary Information shall not be deemed to           include information
which the Receiving Party can demonstrate by competent           written proof (a) is
now, or hereafter becomes, through no act or failure to act           on the part of the
Receiving Party, generally known or available, (b) is known           by the Receiving
Party at the time of receiving such information as evidenced by           its records,
(c) is hereafter furnished to the Receiving Party by a third party,           as a matter
of right and without restriction on disclosure, or (d) is the           subject of a
written permission to disclose provided by the Disclosing Party.           Further, the
obligations of confidentiality under this Article 12 shall not           apply to the
extent that the Receiving Party is required to disclose Proprietary           Information
in support of applying for, obtaining or maintaining a product           approval or
other filings with, by an order or regulation of, an Agency or in           the course of
litigation or other legal or administrative proceedings, provided           that in all
cases the Receiving Party shall to the extent permitted give the           other Party
prompt notice of the pending disclosure and shall cooperate in such           other partys
attempts, at such other partys sole expense, to seek an           order maintaining
the confidentiality of the Proprietary Information.

13.       FEES
& PAYMENT TERMS

13.1    
Definitions.

(a)                 Unit means
one syringe.

(b)                 Production
Year means the period of time commencing on           January 1 of that year
and ending on December 31 of that same year (e.g.,           Production Year 2004
means January 1, 2004 to December 31, 2004).

13.2    
Secondary Production Price. Subject to adjustment as set forth in Section 13.3 and
subject to the minimum payment requirements set forth in Section 13.4, the Unit price for
Secondary Production (Price) shall be $(CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED) for Production Year 2003, $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
for Production Year 2004, and the Price for Production Year 2005 and beyond shall be
established by Cardinal Health based on volume and line yield per minute and shall not
exceed the amounts set forth in Appendix 3. A fee for inspection shall be in addition to
the Price and shall be as set forth in Section 13.4 below.

13.3    
Price Adjustment.The Price as set forth in Section 13.2 above and Appendix
3 shall be subject to adjustment as set forth below.

(a)       Materials
Component Adjustment. In the event MedImmune supplies Cardinal           Health with
Materials (excluding cartons, inserts and labels) Cardinal Health           shall reduce
the Price by the cost attributable to the particular Materials           supplied by
MedImmune. In the event that the cost of Materials increases,           Cardinal Health
shall provide MedImmune written notice of the increase on or           before October 1,
the increase shall be effective the following January 1 and           Cardinal Health
shall provide reasonable supporting documentation for such           increase.

(b)       Labor
Component Adjustment. The labor component of the Price is based on           hourly
employee wages, salaried employee wages, and fringe benefits for both           hourly
and salaried employees. Price increases based on hourly wage increases           shall
not exceed increases stipulated in the collective bargaining agreement           between
Cardinal Health and its hourly employees, or if there is no collective
          bargaining agreement, shall not exceed increases in the Consumer Price Index.
          Price increases based on salaried employee wage increases shall be limited to
          increases in the Consumer Price Index. Price increases based on fringe benefit
          cost increases shall be based on actual benefit cost increases. In the event
          that the Labor component of the Price increases, Cardinal Health shall provide
          MedImmune written notice of the increase on or before October 1, the increase
          (subject to the maximums set forth above) shall be effective the following
          January 1 and Cardinal Health shall provide reasonable supporting documentation
          for such increase. Notwithstanding the foregoing, if Cardinal Health provides
          evidence reasonably acceptable to MedImmune demonstrating unexpected or
          unforeseeable inflationary labor costs which are not captured in this
Agreement,           the parties agree to negotiate in good faith appropriate pricing in
the context           of such unexpected or unforeseen events and MedImmune shall not
unreasonably           withhold its consent to such increase.

(c)       Minimum
Payments. As consideration for Cardinal Healths commitment           to have
its facility, equipment and personnel available to perform Secondary
          Production, during the Term of this Agreement, it shall be entitled to minimum
          payments on an annual basis. In the event that the Price for Units invoiced to
          MedImmune during a Production Year totals less than the minimum payment amount
          set forth below for the Production Year, then MedImmune shall pay Cardinal
          Health the difference.

Production Year                                Minimum
Payment
                                2003
                                        $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                2004
                                         $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                2005
                                         $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                2006
                                        $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                 2007
                                        $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                2008
                                         $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                2009
                                        $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                 2010
                                         $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                 2011
                                        $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
                                2012
                                        $(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

Cardinal
Health shall invoice MedImmune for this amount within (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) days following the end of the Production Year. For the avoidance of doubt, if
the Price for Units invoiced to MedImmune during a Production Year exceeds the minimum
payment amount set forth above for that Production Year, then MedImmune will not be
required to make an end of year payment to Cardinal Health under this Section 13.3(c).

13.4    
Fees for Visual Inspection. The Parties agree that automatic inspection of the
Secondary Production will be used to the extent possible, but if booth personnel are
required for visual inspection, Cardinal Health will notify MedImmune and MedImmune may
either (a) supply its own inspectors at no additional cost or (b) MedImmune will pay
Cardinal Health the cost for Cardinal Healths employees and support during the
validation phase of Secondary Production (other than for validation of Cardinal Health
Production Equipment) and for inspection costs based on the hourly rate per employee
during the applicable Production Year as set forth in Appendix 4. Cardinal Health
will invoice MedImmune monthly for any such expenses. Cardinal Health acknowledges that
costs associated with validation of Cardinal Health Production Equipment will be the
responsibility of Cardinal Health and on-going employee training related to Secondary
Production will also be at Cardinal Healths expense.

13.5    
Payment Procedures.

(a)                 Cardinal
Health shall invoice MedImmune (CONFIDENTIAL TREATMENT HAS BEEN           REQUESTED)
following completion of Secondary Production and submission of the           packaging
batch record. All proper Cardinal Health invoices will be payable by           MedImmune
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) days after date of the           invoice.
Failure by MedImmune to make a payment when due shall be deemed to be a
          material breach for purposes of Section 10.5.

(b)                 All
payments made by MedImmune to Cardinal Health under this Article 13 will be
          made in U.S. dollars by check or by wire transfer to an account designated by
          Cardinal Health.

(c)                 In
the event Product is determined to be non-conforming pursuant to the           procedure
under Section 7.3, any amount paid by MedImmune for such rejected           Product shall
be credited to MedImmunes account within (CONFIDENTIAL           TREATMENT HAS BEEN
REQUESTED) days.

13.6     
Recordkeeping. Cardinal Health shall keep accurate records in sufficient detail to
permit the determination of all invoices and fees payable, credits due, and units of
Product packaged hereunder and, within ten (10) days following a request by MedImmune
shall permit either MedImmune or its agents, to examine during ordinary business hours
such records for the purpose of verifying the accuracy of any such invoices, fees,
credits and units.

14.        GENERAL

14.1.    Interpretation.
The construction, validity, and performance of this           Agreement shall be governed
in all respects by the laws of Pennsylvania,           exclusive of its conflict-of-law
provisions. This Agreement was negotiated by           sophisticated parties at arms length
and neither party shall be construed           as the drafting party against which the
Agreement could be construed.

14.2.    Force
Majeure. Failure or omission by either Party hereto in the           performance of
any obligation of this Agreement (other than obligations to pay           amounts due
hereunder) shall not be deemed a breach of this Agreement and shall           not create
any liability if the same shall arise from any cause or causes beyond           the
reasonable control of such Party, including, but not limited to, (other than
          the failure or refusal of the FDA to approve the Product for sale), fire,
storm,           flood, earthquake, accident, acts of the public enemy, war, terrorism,
          rebellion, insurrection, riot, and invasion. In the event of Force Majeure, the
          Party affected shall promptly notify the other Party, and shall use reasonable
          commercial efforts to eliminate, cure or overcome such event and to resume
          performance of its obligation hereunder. Notwithstanding the foregoing, should
          any event of Force Majeure as defined above prevent the Parties from performing
          the Agreement for a period exceeding three (3) months, the non-affected Party
          shall have the right to terminate this Agreement without further notice. It is
          expressly agreed by the Parties that strikes, lockouts and other labor problems
          shall not be deemed incidences of Force Majeure, and in such situations,
          Cardinal Health agrees to use its reasonable commercial efforts to comply with
          its obligations under this Agreement.

14.3.    Notices.
Any notice or consent required to be given by either Party shall           be given in
writing addressed to the Party for whom it is intended at the           address set forth
in the preamble to this Agreement (or, in the case of           MedImmune, notices on or
after January 1, 2004, should be sent to One MedImmune           Way, Gaithersburg,
Maryland 20878, Attn: Legal Affairs) or such other address as           such Party may
designate in writing, and sent by overnight courier or certified           mail, return
receipt requested or confirmed facsimile. Such facsimile to be sent           to (215)
281-9190 in the case of Cardinal Health and to MedImmune Legal Affairs           at (301)
527-4214 in the case of MedImmune. In the case of Cardinal Health, a           copy of
notice shall be sent to Cardinal Health, Inc., 7000 Cardinal Place,           Dublin,
Ohio 43017, Attn: Vice President and Associate General Counsel,           Pharmaceutical
Technologies & Services.

14.4.    Waiver.
The failure on the part of any Party to exercise or enforce           rights conferred
upon it hereunder shall not be deemed to be a waiver of any           such rights nor
operate to bar the exercise or enforcement thereof at any time           or times
thereafter.

14.5.    Assignability.
Neither Party may assign this Agreement or any rights           granted hereunder in
whole or in part (other than a transaction involving or           between Cardinal Health
and Cardinal Health, Inc. or other subsidiaries or           divisions or Cardinal
Health, Inc., provided such assignee is an Affiliate of           Cardinal Health, Inc.)
without the prior written consent of the other Party,           except either Party may
assign this Agreement in whole or in part to one of its           Affiliates or to the
successor(s) to or assignee(s) of all or substantially all           of the part of its
business to which this Agreement relates. The Parties agree           that any change of
ownership or control of either MedImmune or Cardinal Health           shall not affect
the Parties rights and obligations under this Agreement.

14.6.    Entire
Agreement. This Agreement and the Schedules, Exhibits and           Appendices
hereto, constitute the entire agreement between the Parties           concerning the
subject matter hereof and supersede all prior agreements or           understandings
whether written or oral between the Parties with respect to the           subject matter
hereof.

14.7.    Titles.
The headings appearing at the beginning of the numbered Articles           hereof have
been inserted for convenience only and do not constitute any part of           this
Agreement.

14.8.    Publicity
and Press Releases. Neither party will make any press release           or other
public disclosure regarding this Agreement or the transactions           contemplated
hereby without the other partys express prior written           consent, except as
required under applicable law or by any Agency, in which case           the party
required to make the press release or public disclosure shall use           commercially
reasonable efforts to obtain the approval of the other party as to           the form,
nature and extent of the press release or public disclosure prior to           issuing
the press release or making the public disclosure.

14.9.     Relationship
of the Parties. Notwithstanding any provision hereof, for           all purposes of
this Agreement each Party shall be and act as an independent           contractor and not
as partner, joint venture, or agent of the other and shall           not bind not attempt
to bind the other to any contract.

14.10.    Modifications.
No changes or modifications or waivers are to be made to           this Agreement unless
evidenced in writing and signed for and on behalf of both           Parties.

14.11.    Severability.
In the event that any provision of this Agreement shall be           determined to be
illegal or unenforceable, that provision will be limited or           eliminated to the
minimum extent necessary so that this Agreement shall           otherwise remain in full
force and effect and enforceable.

15.        NON-SOLICITATION
OF EMPLOYEES

15.1.              MedImmune
agrees that, during the term of this Agreement and for a period of           three (3)
years thereafter, MedImmune will not, directly or indirectly, solicit           for
employment or hire any employee of Cardinal Health.

15.2.              Cardinal
Health agrees that, during the term of this Agreement and for a period           of three
(3) years thereafter, Cardinal Health will not, directly or indirectly,           solicit
for employment or hire any employee of MedImmune.

16.        MICHIGAN
LICENSE.

16.1     
Cardinal Health accepts:

(a)                  It
may use the Vaccine only in Secondary Production; and

(b)                  Except
as set forth in this Agreement, Cardinal Health shall not provide any           Vaccine,
Primary Product or Product, or derivatives thereof to any third party,           unless
instructed to do so by an authorized officer of MedImmune. Cardinal           Health
shall limit access to the Primary Product supplied by MedImmune to those
          employees reasonably requiring such access for Secondary Production, which
          employees are governed by Cardinal Healths customary confidentiality
          obligations.

16.2     
MedImmune shall:

(a)                  use
every reasonable effort to honor and observe its obligations under the           Michigan
Agreement and shall not act or fail to act in any way which might           jeopardize or
cause to be terminated the Michigan Agreement; and,

(b)                  promptly
notify Cardinal Health of any amendment to the Michigan Agreement that           affects
Cardinal Healths performance under this Agreement; and,

(c)                  make
every reasonable effort to notify Cardinal Health in writing of the           expiration
or termination of the Michigan Agreement at least six weeks prior to           either
event.

16.3        
Cardinal Health will use every reasonable effort to conduct Secondary Production and to
Store Materials, Stored Materials and Product in accordance with all applicable
government laws and regulations.

16.4        
MedImmune, on Michigans behalf, may request from Cardinal Health at reasonable
times and in reasonable quantities Product at a cost equal to Cardinal Healths cost
for production of Product as it may desire, provided that Cardinal Health shall be under
no obligation under this sub-clause or otherwise to produce extra batches of Product
solely or substantially to meet Michigans requirements. Ay requirements of Michigan
shall be supplied from Product being produced for MedImmune with MedImmune being solely
responsible for apportioning such part thereof to Michigan as MedImmune sees fit.
MedImmune shall promptly pay to Cardinal Health the difference between the cost of
Product supplied to Michigan hereunder and the price of Product as set forth in Section
13.1.

16.5        
Cardinal Health acknowledges Michigans warranty disclaimer and limitation of
liability contained in the Michigan Agreement but makes no assessment or admission of its
validity or reasonableness. Notwithstanding such, Cardinal Health will not make any
statements, representations or warranties inconsistent with such warranty disclaimer or
limitation of liability other than in pursuance or prosecution of its own rights and
remedies.

16.6        
Cardinal Health will indemnify Michigan, its fellows, officers, employees and agents for
and against any and all claims, damages, losses and expenses of any nature resulting
from, but not limited to, death, personal injury, illness or property damage, arising
directly and solely as a result of;

(a)                    any
Secondary Production, use or other disposition by Cardinal Health of the
          Vaccine, Primary Product or Product;

(b)                    the
use by Cardinal Health, its agents or employees of Vaccine, Primary Product,           or
Product made or used by Cardinal Health;

(c)                    the
use, handling, storage or disposal of Vaccine, any derivatives, Primary
          Product, or Product by Cardinal Health; or

(d)                    the
unauthorized and negligent use by Cardinal Health of any know-how, or           technical
data sub-licensed to MedImmune from Michigan (and of which know-how           and
technical data MedImmune has expressly notified Cardinal Health as being
          sub-licensed to MedImmune by Michigan) or developed by Cardinal Health pursuant
          to Secondary Production, where but only where such claims, damages, losses and
          expenses are a direct consequence of the negligence of Cardinal Health, its
          agents or employees.

16.7        
Cardinal Health shall not use the name of Michigan in publicity or advertising concerning
the Product, Primary Product or the Vaccine without the prior written consent of
Michigan, such consent not to be unreasonably or arbitrarily withheld nor delayed.
Reports in scientific literature and presentations of joint research and development work
are not considered publicity for the purpose of this clause.

IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
respective duly authorized officers or representatives as of the date first above written.

CARDINAL
HEALTH 406, INC.

         By:       /s/ Renard Jackson
         Name:      Renard Jackson
         Title:     EVP Sales, Bus. Dev.

MEDIMMUNE
VACCINES, INC.


         By:       /s/ Edward V. Arcuri
         Name:      Edward V. Arcuri
         Title:     Sr. VP Manufacturing

# Cardinal Health Parent
Guaranty:

Cardinal Health, Inc., the parent
company of Cardinal Health, hereby irrevocably and unconditionally guarantees the
performance by Cardinal Health of the contractual obligations set forth in this Agreement.
This guaranty is an absolute, unconditional and continuing guaranty of the full
performance of all obligations of Cardinal Health under this Agreement. MedImmune is not
obligated to first seek performance of any of the contractual obligations by Cardinal
Health before seeking enforcement of this guaranty by Cardinal Health, Inc.

CARDINAL
HEALTH, INC.

         By:       /s/ Renard Jackson
         Name:      Renard Jackson
         Title:     EVP Sales, Bus. Dev.