EXHIBIT 10.76
                          CO-PROMOTION AGREEMENT

     This CO-PROMOTION AGREEMENT effective as of the 26th day of November,
1997 between ABBOTT LABORATORIES, through its ROSS PRODUCTS DIVISION, a
corporation organized and existing under the laws of the State of Illinois
and having its principal office at 100 Abbott Park Road, Abbott Park,
Illinois 60064 (hereinafter individually and collectively referred to as
"ABBOTT") and MEDIMMUNE, INC., a corporation organized and existing under
the laws of the State of Delaware and having its principal office at 35
West Watkins Mill Road, Gaithersburg, Maryland 20878 ("MEDIMMUNE").

                           W I T N E S S E T H:

     WHEREAS, the parties hereto desire to enter into a Co-Promotion
Agreement with respect to PRODUCT (as hereinafter defined) in the TERRITORY
(as hereinafter defined).

     NOW, THEREFORE, the PARTIES agree that the following terms and
conditions shall apply with respect to the Co-Promotion of PRODUCT in the
TERRITORY:

1.   GENERAL
     (a)  "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.

     (b)  "COMMITTEE" shall mean the advisory marketing committee as set
     forth in Section 2.3(a).

     (c)  "FIRST COMMERCIAL SALE" of PRODUCT shall mean the first sale to a
     THIRD PARTY of PRODUCT in the TERRITORY after approval of the PRODUCT
     has been granted by the U.S. Food & Drug Administration ("FDA").

     (d)  "GAAP" shall mean, as of any applicable date of determination,
     Generally Accepted Accounting Principles consistently applied.

     (e)  "MARKETING PLAN" shall mean a plan for marketing and detailing of
     PRODUCT, including monthly PRODUCT sales forecasts for the TERRITORY
     and a marketing budget.

     (f)  "NET SALES" shall mean with respect to PRODUCT that sum
     determined by deducting from the gross amount invoiced for PRODUCT by
     MEDIMMUNE in the TERRITORY in an arms length transaction to customers
     who are not AFFILIATES of MEDIMMUNE: (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,
                                 (PAGE 1)
     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 MEDIMMUNE's normal internal
     accounting practices and GAAP.

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

     (h)  "PRODUCT" shall mean the humanized antibody directed against
     respiratory syncytial virus ("RSV") and known as MEDI-493
     (palivizumab).

     (i)  "TERRITORY" shall mean the United States of America, including
     its territories and possessions, Puerto Rico and excluding the State
     of Maine and the Commonwealth of Massachusetts; provided that if
     MEDIMMUNE reacquires rights to the PRODUCT in Maine and Massachusetts
     the TERRITORY shall from that point forward include the State of Maine
     and the Commonwealth of Massachusetts.

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

     (k)  "YEAR" shall mean the 12-month period beginning on July 1, 1998
     and ending June 30, 1999 and each 12 month-period thereafter.

2.   CO-PROMOTION

2.1  (a)  MEDIMMUNE hereby appoints ABBOTT as the co-promoter of PRODUCT in
     the TERRITORY.  ABBOTT accepts such appointment and agrees to
     co-promote the PRODUCT with MEDIMMUNE in a manner consistent with this
     Agreement and the directions of MEDIMMUNE for the PRODUCT.  Neither
     PARTY shall authorize any third party to sell or co-promote the
     PRODUCT in the TERRITORY other than authorized distributors that
     resell the PRODUCT.  ABBOTT shall have the exclusive right to
     co-promote PRODUCT in the TERRITORY.

     (b)  At ABBOTT's cost and expense, ABBOTT agrees to maintain at least
     (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) sales representatives
     whose primary call responsibility includes pediatricians (office and
     hospital based), neonatologists, pediatric infectious disease
     specialists and other pediatric support personnel, to train such sales
     force with respect to selling of PRODUCT and to use such sales force
     to actively promote PRODUCT each YEAR with special emphasis on such
     promotion during the months of September through March of each YEAR,
                                 (PAGE 2)
     with such promotion including but not limited to sales presentations
     to the target audience, and participation in conventions, and
     symposia.

     (c)  At MEDIMMUNE's cost and expense, MEDIMMUNE agrees to maintain at
     least (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) sales
     representatives whose primary call responsibility includes hospital
     based physicians, neonatologists, pediatric infectious disease
     specialists and other pediatric support personnel, to train such sales
     force with respect to selling of PRODUCT and to use such sales force
     to actively promote PRODUCT each YEAR with special emphasis on such
     promotion during the months of September through March of each YEAR,
     with such promotion including but not limited to sales presentations
     to the target audience, and participation in conventions, and
     symposia.

     (d)  ABBOTT and MEDIMMUNE shall be responsible for causing their
     respective sales forces to co-promote PRODUCT in accordance with the
     MARKETING PLAN only with promotional materials provided or approved by
     MEDIMMUNE and in accordance with all applicable laws, rules and
     regulations.

2.2  Sale and Manufacture of the PRODUCT.

     (a)  During the term of this Agreement, MEDIMMUNE shall be responsible
     for:

                    (i)  Manufacturing (or having manufactured), packaging,
               labeling, warehousing and distributing PRODUCT in the
               TERRITORY.

                    (ii) Accepting of orders, invoicing customers and
               collecting receivables.

                    (iii)Training materials, territory sales reports and
               promotional materials for both PARTIES field sales forces.

                    (iv) Providing customer service activities, medical
               information services and regulatory filings and activities.

                    (v)  Preparation of a MARKETING PLAN for the PRODUCT
               for each YEAR which may be amended by MEDIMMUNE during the
               YEAR, after prior consultation with the COMMITTEE.

     (b)  All sales of the PRODUCT in the TERRITORY shall be invoiced by
     MEDIMMUNE.

     (c)  All terms of sale including, without limitation, policies
     concerning pricing, credit terms, cash discounts and returns and
                                 (PAGE 3)
     allowances shall be set by MEDIMMUNE consistent with MEDIMMUNE's
     normal internal selling practices and in accordance with GAAP,
     consistently applied.

     (d)  All customer orders for the PRODUCT shall be received and
     executed by MEDIMMUNE or its designee. If ABBOTT receives any orders
     it shall refer such to MEDIMMUNE.  MEDIMMUNE, or its designee, shall
     use reasonable efforts to fill PRODUCT orders.
     (e)  PRODUCT shall be marketed by the PARTIES hereto under a single
     trademark selected, registered and maintained by MEDIMMUNE and owned
     by MEDIMMUNE.

     (f)  ABBOTT shall give MEDIMMUNE notice of any PRODUCT complaint,
     including but not limited to any adverse drug experience (as defined
     in 21 CFR 314.80 or any successor provision thereto) which ABBOTT
     obtains information in accordance with the following procedure:

                    (i)  information concerning any adverse drug experience
               associated with the PRODUCT shall be reported to MEDIMMUNE's
               designated medical liaison by telefax within twenty-four
               (24) hours and by hard copy in writing within three (3) days
               after initial receipt of such information;

                    (ii) ABBOTT's report to MEDIMMUNE shall contain (a) the
               date the report was received by ABBOTT; (b) the name of the
               reporter; (c) the address and telephone number of the
               reporter; and (d) an indication of the adverse drug
               experience; and

                    (iii) all other PRODUCT complaints not covered by (i)
               above shall be reported to MEDIMMUNE in writing at least
               once each month.

     MEDIMMUNE shall investigate all adverse drug experiences and
     non-clinical complaints associated with the PRODUCT, including those
     reported to MEDIMMUNE by ABBOTT, and as appropriate report such
     information to the FDA.  In addition, so long as ABBOTT is a
     co-promoter of PRODUCT, MEDIMMUNE shall provide ABBOTT with a summary
     of all adverse drug experiences and clinical complaints received by
     MEDIMMUNE, during each calendar quarter and all material comments of
     the FDA with respect thereto within thirty (30) days after the end of
     such calendar quarter; provided, however, MEDIMMUNE shall provide
     ABBOTT prompt written notice of any adverse side effect experienced in
     response to the use of PRODUCT.

     (g)  MEDIMMUNE warrants that the PRODUCT (i) shall be manufactured in
     conformance with all applicable federal, state and local statutes,
     ordinances and regulations, (including, without limitation, the
     Federal Food Drug and Cosmetic Act (FD&C) and the regulations
                                 (PAGE 4)
     thereunder such as current Good Manufacturing Practices), as the same
     may be amended from time to time, (ii) at the time of shipment by
     MEDIMMUNE shall not be adulterated or misbranded within the meaning of
     the FD&C, and (iii) at the time of shipment by MEDIMMUNE shall not be
     a product which would violate any section of the FD&C if introduced
     into interstate commerce.

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

     (i)  In addition to MEDIMMUNE's obligations set forth in Section
     2.3(h) above, MEDIMMUNE shall, after the first YEAR, advise and
     consult with ABBOTT prior to any reduction of the price at which the
     PRODUCT shall be marketed, promoted and sold in the TERRITORY to the
     extent such proposed reduced price is less than the average selling
     price per unit of PRODUCT achieved during the first YEAR; provided,
     however, MEDIMMUNE shall make the final decision regarding such price
     reduction.

     (j)  If there is a change in market conditions which affects the
     economics of this Agreement, both PARTIES will discuss modifications
     to this Agreement to address such changed market conditions.  However,
     neither party shall be obligated to agree to such modifications to the
     terms of this Agreement.

2.3  Advisory Marketing Committee.

     (a)  So long as ABBOTT continues as a co-promoter of PRODUCT, there
     shall be a joint committee  to advise MEDIMMUNE with respect to the
     marketing and selling of PRODUCT in the TERRITORY (the "COMMITTEE").
     The COMMITTEE shall be composed of three members appointed by ABBOTT
     and three members appointed by MEDIMMUNE, with one of the members
     appointed by MEDIMMUNE being Chairman of the COMMITTEE.  The COMMITTEE
     shall consider PRODUCT supply issues.

     (b)  The COMMITTEE shall meet at the call of the Chairman, but not
     less than once each calendar quarter, at the offices of MEDIMMUNE or
     such other place in the TERRITORY designated by the Chairman to advise
     as to the coordination and implementation of a MARKETING PLAN for the
     PRODUCT.  A quorum for the conduct of business at any meeting of the
     COMMITTEE shall consist of at least two representatives of ABBOTT and
     at least two MEDIMMUNE representatives.  If the COMMITTEE fails to
     agree on a matter, the matter shall be referred to the President of
     MEDIMMUNE and the President of the Ross Products Division.  MEDIMMUNE
     will consider ABBOTT's input, but shall have the final authority with
     respect to any recommendations of the COMMITTEE.
                                 (PAGE 5)
     (c)  The COMMITTEE shall assist and advise MEDIMMUNE in the
     development of a MARKETING PLAN for each YEAR PRODUCT will be sold in
     the TERRITORY.

     (d)  In the event a decision is made by ABBOTT to sample the PRODUCT,
     ABBOTT shall pay for its samples at MEDIMMUNE's fully allocated cost
     therefor.

     (e)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

     (f)  MEDIMMUNE shall prepare or approve all promotional materials for
     PRODUCT.  Such promotional material will identify both PARTIES.
     MEDIMMUNE shall be responsible for all costs associated with
     developing promotional materials.

     (g)  MEDIMMUNE shall supply ABBOTT with such promotional materials at
     MEDIMMUNE's fully allocated direct cost.  Each PARTY shall be
     responsible for the costs and expenses of its sales force and for all
     of its selling expenses, including but not limited to sales training
     and sales meetings.  The PARTIES agree to cooperate with each other
     with respect to such sales training.

2.4  Reporting and Payment.

     (a)  In each YEAR, in which ABBOTT is co-promoting PRODUCT, in lieu of
     any other compensation, ABBOTT shall receive the following payment on
     NET SALES of PRODUCT sold for use in the TERRITORY by MEDIMMUNE or its
     AFFILIATES as follows:

                    (x)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

                    (y)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

                    (z)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)


          (b)  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

     (c)  All sums due under this Agreement shall be payable in U.S.
     Dollars by federal funds wire transfer or by check as instructed in
     writing by the party to receive such payment from time to time.  All
     amounts due under Section 2.4 shall be paid on a calendar quarter
     basis, within forty-five (45) days after the end of the quarter.  With
     each quarterly payment, MEDIMMUNE shall deliver to ABBOTT a full and
     accurate accounting to include at least the following information:

                              (i)  Quantity of PRODUCT sold by MEDIMMUNE,

                              (ii) Total amount invoiced for PRODUCT,
                                 (PAGE 6)
                              (iii)Calculation of NET SALES,

                              (iv) Total compensation payable to ABBOTT.

     (e)  Each PARTY shall keep complete and accurate records as are
     required to verify compliance with this Agreement.  Such records shall
     be retained and made available for reasonable review by an independent
     public accounting firm acceptable to both PARTIES upon reasonable
     notice, during normal business hours and no more than once each YEAR,
     and at the reviewing PARTY's expense, for the purposes of verifying
     the accuracy of the accounting.  Each document from which the reports
     and statements are prepared pursuant to this Agreement shall be
     retained for two (2) years, and the right of inspection and the right
     of audit hereunder shall terminate with respect thereto at the end of
     such two (2) year period.  In the event that such inspection shall
     indicate that in any calendar year that the payments which should have
     been paid by MEDIMMUNE are at least five percent (5%) greater than
     those which were actually paid by MEDIMMUNE, then MEDIMMUNE shall pay
     the cost of such inspection.  All underpayments are immediately due
     and payable.

2.6  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

2.7  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) MEDIMMUNE determines, following
     consultation with ABBOTT (except in emergency situations in which
     there is insufficient time for such consultation), that a Recall in
     the TERRITORY is necessary or advisable, MEDIMMUNE shall take all
     appropriate corrective actions, at MEDIMMUNE's expense, to effect the
     Recall and ABBOTT shall provide MEDIMMUNE with such cooperation in
     connection with the Recall as MEDIMMUNE may reasonably request.

3.   INDEMNITY

3.1  (a)  MEDIMMUNE shall defend, indemnify and hold harmless ABBOTT,
     AFFILIATES of ABBOTT and their respective directors, officers, agents
     and employees, from and against any and all liability, loss, damages
     and expenses (including attorneys' fees) as the result of THIRD PARTY
     claims, demands, costs or judgments which may be made or instituted
     against any of them arising out of (i) any negligent act or omission
     or willful misconduct of MEDIMMUNE, AFFILIATES of MEDIMMUNE or any of
     their respective officers, directors, agents or employees  with
     respect to PRODUCT, (ii) any violation of approved labeling or any
     applicable statute or regulation with respect to PRODUCT, or breach of
                                 (PAGE 7)
     this Agreement or any representation or warranty hereunder, by
     MEDIMMUNE, AFFILIATES of MEDIMMUNE or any of their respective
     officers, directors, agents or employees, (iii) the manufacture,
     possession, packaging, distribution (except for the distribution of
     PRODUCT samples by ABBOTT representatives), use, testing, sale or
     other disposition of the PRODUCT, or (iv) any claim against ABBOTT for
     patent or trademark infringement in connection with the manufacture,
     use or sale of the PRODUCT.   MEDIMMUNE shall not be obligated to
     indemnify an indemnified party to the extent that any claims against
     an indemnified party result from (i) any negligent act or omission or
     willful misconduct of ABBOTT, AFFILIATES of ABBOTT or any of their
     respective officers, directors, agents, or employees with respect to
     the PRODUCT, or (ii) any violation of approved labeling or any
     applicable statute or regulation with respect to PRODUCT (provided
     that ABBOTT shall not be deemed to be in violation of this provision
     by using promotional materials provided by MEDIMMUNE), or breach of
     this Agreement or any representation or warranty hereunder, by ABBOTT,
     AFFILIATES of ABBOTT or any of their respective officers, directors,
     agents, or employees with respect to the PRODUCT, or  (iii) marketing
     of the PRODUCT or any other action with respect to PRODUCT by ABBOTT,
     AFFILIATES of ABBOTT or any of their respective officers, directors,
     agents or employees, in each case which is not in compliance with
     applicable law, rules or regulation, (ABBOTT shall not be deemed to be
     in violation of this provision for using promotional materials
     provided by MEDIMMUNE) or (iv) any claim warranty or representation by
     ABBOTT, AFFILIATES of ABBOTT or any of their respective officers,
     directors, agents or employees with respect to PRODUCT which has not
     been approved in advance by MEDIMMUNE.  MEDIMMUNE shall have the
     exclusive right to control the defense of any action which is to be
     indemnified in whole by MEDIMMUNE hereunder, including the right to
     select counsel reasonably acceptable to ABBOTT to defend ABBOTT, and
     to settle any claim, provided that, without the written consent of
     ABBOTT (which shall not be unreasonably withheld or delayed),
     MEDIMMUNE shall not agree to settle any claim against ABBOTT.  The
     provisions of this paragraph shall survive and remain in full force
     and effect after any termination, expiration or cancellation of this
     Agreement and MEDIMMUNE'S obligation hereunder shall apply whether or
     not such claims are rightfully brought.

     (b)  ABBOTT shall defend, indemnify and hold harmless MEDIMMUNE,
     AFFILIATES of MEDIMMUNE,  and their respective directors, officers,
     agents and employees, from and against any and all liability, loss,
     damages and expenses (including attorneys' fees) as the result of
     THIRD PARTY claims, demands, costs or judgments which may be made or
     instituted against any of them arising out of (i) any negligent act or
     omission or willful misconduct of ABBOTT, AFFILIATES or ABBOTT or any
     of their respective officers, directors, agents or employees, with
     respect to the Product or (ii) any violation of approved labeling or
     any applicable statute or regulation with respect to PRODUCT (ABBOTT
                                 (PAGE 8)
     shall not be deemed to be in violation of this provision by using
     promotional material provided by MEDIMMUNE), or breach of this
     Agreement or any representation or warranty hereunder, by ABBOTT,
     AFFILIATES of ABBOTT or any of their respective officers, directors,
     agents or employees,  or (iii) the marketing  of the PRODUCT, or any
     other action of ABBOTT, AFFILIATES of ABBOTT or any of their
     respective officers, directors, agents or employees, with respect to
     PRODUCT in each case which is not in compliance with applicable law,
     rules or regulation (provided that ABBOTT shall not be deemed to be in
     violation of this provision by using promotional materials provided by
     MEDIMMUNE), or (iv) from any claim, warranty or representation of
     ABBOTT, AFFILIATES of ABBOTT or any of their respective officers,
     directors, agents or employees, with respect to PRODUCT which has not
     been approved in  advance by MEDIMMUNE.  ABBOTT shall not be obligated
     to indemnify an indemnified party to the extent that any claims
     against an indemnified party result from (i) any negligent act or
     omission or willful misconduct of MEDIMMUNE, or Affiliates of
     MEDIMMUNE  or any of their respective officers, directors, agents or
     employees with respect to the PRODUCT, (ii) any violation of approved
     labeling or any applicable statute or regulation with respect to
     PRODUCT, or breach of this Agreement or any representation or warranty
     hereunder, by MEDIMMUNE, AFFILIATES of MEDIMMUNE or any of their
     respective officers, directors, agents or employees, (iii) the
     manufacture, possession, packaging, distribution (except for the
     distribution of PRODUCT samples by ABBOTT representatives), use,
     testing, sale or other disposition of the PRODUCT, or (iv) any claim
     against ABBOTT for patent or trademark infringement in connection with
     the manufacture, use or sale of the PRODUCT.  ABBOTT shall have the
     exclusive right to control the defense of any action which is to be
     indemnified in whole by ABBOTT hereunder, including the right to
     select counsel reasonably acceptable to MEDIMMUNE to defend MEDIMMUNE,
     and to settle any claim, provided that, without the written consent of
     MEDIMMUNE (which shall not be unreasonably withheld or delayed),
     ABBOTT shall not agree to settle any claim against MEDIMMUNE.  The
     provisions of this paragraph shall survive and remain in full force
     and effect after any termination, expiration or cancellation of this
     Agreement and ABBOTT'S obligation hereunder shall apply whether or not
     such claims are rightfully brought.

3.2  A person or entity  that intends to claim indemnification under this
     Article 6 (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, after it determines that indemnification is
     required of it, shall assume the defense thereof with counsel mutually
     satisfactory to the PARTIES; 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
                                 (PAGE 9)
     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 Article 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, if prejudicial to its ability to
     defend such action, shall relieve such Indemnitor of any liability to
     the Indemnitee under this Article, 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 Article. The
     Indemnitee under this Article, 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.  In the event that each PARTY claims indemnity from
     the other and one PARTY is finally held liable to indemnify the other,
     the Indemnitor shall additionally be liable to pay the reasonable
     legal costs and attorneys' fees incurred by the Indemnitee in
     establishing its claim for indemnity.

4.   TERM AND TERMINATION

4.1  Except if sooner terminated as provided herein, this Agreement shall
     be effective as of the date hereof and shall continue for so long as
     MEDIMMUNE or its AFFILIATE is selling PRODUCT in the TERRITORY.

4.2  Expiration or termination of this Agreement shall not relieve the
     PARTIES of any obligation accruing prior to such expiration or
     termination nor preclude either PARTY from pursuing all rights and
     remedies it may have hereunder or at law or in equity with respect to
     any breach of this Agreement nor prejudice either PARTY's right to
     obtain performance of any obligation provided for in this Agreement
     which expressly survives expiration or termination.  The provisions of
     Article 3 and Sections 4.2, 4.5, 5.7, 5.11, 5.12, and 5.15 shall
     survive the expiration or termination of this Agreement as well as any
     other provision which by its intent is meant to survive expiration or
     termination of this Agreement.

4.3  Notwithstanding any other provision of this Agreement, either PARTY
     may terminate this Agreement by notice in writing to the other upon or
     at any time after the occurrence of any of the following events:

               (i)  if the other commits a material breach of this
          Agreement  which (a) in the case of a breach capable of a remedy,
          shall not have been remedied within sixty (60) days of the
          receipt by the other of written notice identifying the breach and
          requiring its remedy and (b) continues to exist at the time of
          notice of
                                 (PAGE 10)
               termination; or

               (ii) if the other is unable to pay its debts, becomes
          bankrupt or insolvent, or enters into liquidation whether
          compulsorily or voluntarily, or compound with or convenes a
          meeting of its creditors, or has a receiver appointed over all or
          part of its assets, or takes or suffers any similar action in
          consequence of a debt, or ceases for any reason to carry on
          business.

4.4  If the THRESHOLD set forth in Section 2.4 has not been or is not going
     to be achieved in a YEAR, after the first YEAR, either PARTY shall
     have the right to terminate this Agreement by written notice to the
     other PARTY no earlier than April 1 and no later than April 30th of
     the applicable YEAR effective at the end of such YEAR, provided,
     however, that by written notice to MEDIMMUNE given within twenty (20)
     days following ABBOTT's receipt of MEDIMMUNE's termination notice,
     ABBOTT may elect to pay MEDIMMUNE (CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED) of the difference between the THRESHOLD for the applicable
     YEAR and the NET SALES of PRODUCT for the applicable YEAR, in which
     case the Agreement shall not be terminated.  Such amount shall be paid
     within (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) days after the end
     of the subject YEAR.  The provisions of this Section 4.4 shall not be
     applicable if the failure by ABBOTT to reach the THRESHOLD results
     from an inability of MEDIMMUNE to timely deliver PRODUCT.

4.5  Upon termination of this Agreement, ABBOTT shall have no further
     rights whatsoever in the PRODUCT in the TERRITORY, including but not
     limited to any rights to co-promote the PRODUCT or to the payment set
     forth hereunder.

4.6  Notwithstanding any other provision of this Agreement, MEDIMMUNE may
     suspend or terminate sale of PRODUCT if the FDA takes any action the
     result of which is to prohibit or restrict the manufacture or sale or
     introduction into interstate commerce of the PRODUCT.  Such
     termination or suspension shall not be deemed a termination of this
     Agreement.  MEDIMMUNE shall promptly notify ABBOTT of any such action
     by the FDA.

4.7  Notwithstanding any other provision of this Agreement, upon six (6)
     months prior written notice to ABBOTT, MEDIMMUNE may terminate,
     manufacture, and/or use, and/or sale of PRODUCT in the TERRITORY,
     within its sole discretion and thereby terminate this Agreement.  Such
     termination shall not be deemed a breach of this Agreement.

5.   MISCELLANEOUS

5.1  Independent Contractor.  The relationship between MEDIMMUNE and ABBOTT
     is that of independent contractors.  MEDIMMUNE and ABBOTT  are not
     joint venturers, partners, principal and agent, master and servant,
                                 (PAGE 11)
     employer or employee, and have no relationship other than as
     independent contracting parties.  MEDIMMUNE shall have no power to
     bind or obligate ABBOTT in any manner.  Likewise, ABBOTT shall have no
     power to bind or obligate MEDIMMUNE in any manner.  Except as
     permitted in Section 2.3(e), neither PARTY shall have any
     responsibility for the hiring, firing, compensation or employee's
     benefits of the other PARTY'S employees.

5.2  Nonassignability. This Agreement may not be assigned or otherwise
     transferred by either PARTY without the consent of the other PARTY;
     provided, however, that either PARTY may, without such consent, assign
     this Agreement and its rights and obligations hereunder to its
     AFFILIATES or in connection with the transfer or sale of all or
     substantially all of its business to which this Agreement relates, or
     in the event of its merger or consolidation or change in control or
     similar transaction.  Any purported assignment in violation of the
     preceding sentences shall be void.  Any permitted assignee shall
     assume all obligations of its assignor under this Agreement, provided
     that such assigning party shall remain primarily liable hereunder in
     the case of an assignment to an AFFILIATE.

5.3  Modification.  This Agreement constitutes the entire agreement among
     the PARTIES with respect to the subject matter hereof and supersedes
     all prior agreements, understandings, and discussions, whether oral or
     written of the PARTIES with respect to the subject matter hereof.  Any
     modification of this Agreement shall be effective only when in writing
     and signed by the PARTIES  and specifically states that it is an
     amendment to this Agreement.

5.4  Notices.  Any notices expressly provided for under this Agreement
     shall be in writing, shall be given either manually or by mail,
     facsimile message, telegram, telex or other written means, and shall
     be deemed sufficiently given if and when received by the PARTY to be
     notified at its address set forth below, or if and when mailed by
     certified or registered mail, postage prepaid, addressed to the PARTY
     at such address stated below.  Either PARTY may, by notice to the
     other PARTY, change its address for receiving such notices.
<TABLE>
<CAPTION>
     <S>                          <C>
     To MEDIMMUNE:                MedImmune, Inc.
                                  35 West Watkins Mill Road
                                  Gaithersburg, MD 20878
                                  Attn: CEO
                                  Telephone No.: 301-417-0770
                                  Fax No.: 301-527-4201


                                (PAGE 12)

     To ABBOTT:                   Ross Products Division
                                  625 Cleveland Avenue
                                  Columbus, OH 43215
                                  Attn: President
                                  Telephone No.: 614-624-7677
                                  Fax No.: 614-624-7030

     with copy to:                Abbott Laboratories
                                  D-364, AP6D
                                  100 Abbott Park Road
                                  Abbott Park, IL 60064
                                  Attn: General Counsel
                                  Telephone No.: 847-937-5210
                                  Fax No.: 847-938-1342
</TABLE>


5.5  Severability.  If any provision(s) of this Agreement are or become
     invalid, are ruled illegal by any court of competent jurisdiction or
     are deemed unenforceable under then current applicable law from time
     to time in effect during the term hereof, it is the intention of the
     PARTIES that the remainder of this Agreement shall not be affected
     thereby provided that a PARTY's rights under this Agreement are not
     materially affected.  It is further the intention of the PARTIES that
     in lieu of each such provision which is invalid, illegal, or
     unenforceable, there be substituted or added as part of this Agreement
     a provision which shall be as similar as possible in economic and
     business objectives as intended by the PARTIES to such invalid,
     illegal or unenforceable provision, but shall be valid, legal and
     enforceable.  In the event a party's rights are materially affected as
     a result of a change in this Agreement under this Section, such PARTY
     may terminate this Agreement.

5.6  Public Announcements.  MEDIMMUNE and ABBOTT each agrees not to
     disclose any terms or conditions of this Agreement to any third party
     or to make any public statement about this Agreement or wherein the
     name of the other PARTY is used without the prior written consent of
     the other PARTY (which shall not be unreasonably withheld or delayed),
     except as is required by applicable law, rule or regulation; provided
     (i) that if this Agreement is required to be filed as part of any
     public document the filing PARTY shall, to the fullest extent
     permitted under such law, rule or regulation, request that
     confidential treatment be afforded to this Agreement; or (ii) that
     either PARTY may allow a third party to review this Agreement as part
     of an overall due diligence examination of such PARTY in connection
     with any potential financing, acquisition, disposition or other
     business combination; provided that such third  party is under
     obligation of confidentiality.  In the event of a disclosure permitted
                                 (PAGE 13)
     under  this Section, the disclosing PARTY shall nonetheless provide
     the non-disclosing PARTY with notice of such disclosure prior to
     disclosure, and will, to the extent reasonably possible, provide the
     non-disclosing PARTY with an opportunity to correct same.  A PARTY
     shall not be required to provide the other PARTY with a disclosure
     which has been previously provided to a PARTY.

5.7  Applicable Law.  This Agreement shall be governed by and construed in
     accordance with the laws of the State of Maryland with regard to
     choice of law principles.

5.8  Force Majeure. Neither PARTY shall be held liable or responsible to
     the other PARTY nor be deemed to have defaulted under or breached this
     Agreement for failure or delay in fulfilling or performing any term of
     this Agreement other than a payment provision when such failure or
     delay is caused by or results from causes beyond the reasonable
     control of the affected PARTY including but not limited to fire,
     floods, embargoes, war, acts of war (whether war be declared or not),
     insurrections, riots, civil commotions, strikes, lockouts or other
     labor disturbances, acts of God or acts, omissions or delays in acting
     by any governmental authority or the other PARTY.  Upon the occurrence
     of such event, the affected PARTY shall give prompt written notice of
     such event to the other PARTY.

5.9  Waiver. 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.

5.10 Counterparts.  This Agreement may be executed in two or more
     counterparts, each of which shall be deemed an original, but all of
     which together shall constitute one and the same instrument.

5.11 Nondisclosure Obligations.

     (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:
                                 (PAGE 14)

                    (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.

     (c)  This Section shall survive until the tenth anniversary of the
     termination or expiration of this Agreement.

5.12 Non-Compete.

     (a)  During the period that ABBOTT is co-promoting PRODUCT under this
     Agreement and for (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED), ABBOTT
     agrees that neither ABBOTT nor an AFFILIATE of ABBOTT shall promote,
     market or sell directly or indirectly or assist another PARTY in
     marketing or selling in the TERRITORY any biological and/or
     pharmaceutical product for prevention and/or treatment of respiratory
     syncytial virus disease that competes with the PRODUCT.

     (b)  During the first (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED),
     MEDIMMUNE agrees that neither MEDIMMUNE nor an AFFILIATE of MEDIMMUNE
     shall promote, market or sell directly or indirectly or assist another
     PARTY in marketing or selling in the TERRITORY any biological and/or
     pharmaceutical product for prevention and/or treatment of respiratory
     syncytial virus disease that competes with the PRODUCT, except
     RESPIGAM and any product of which RESPIGAM is a component.

5.13 Authority.  The PARTIES warrant and represent to each other that each
     has the full right and authority to enter into this Agreement, that
     each is not aware of any impediment which would inhibit its ability to
                                 (PAGE 15)
     perform the terms and conditions imposed on it by this Agreement, and
     that there are no and will be no outstanding agreements, licenses,
     assignments or encumbrances inconsistent with the provisions of and
     the rights granted under this Agreement, or which are inconsistent
     with or would prevent a PARTY from performing all of its obligations
     under this Agreement.

5.14 No Grant of License.  Nothing contained herein shall be deemed to
     grant ABBOTT either expressly or impliedly, a license or other right
     or interest in any patent, trademark, trade name or logo or other
     similar property of MEDIMMUNE, except as may be necessary for ABBOTT
     to co-promote the PRODUCT as provided hereunder.

5.15 No Consequential Damages.  Except for a PARTY's obligations under
     Section 3.1, neither PARTY shall be liable to the other for any
     consequential, special, incidental or indirect charges.

5.16 Representations and Warranties.  MEDIMMUNE represents and warrants to
     ABBOTT, as of the date hereof, that to the best of its knowledge, the
     manufacture, use, sale or offer to sell of PRODUCT in the TERRITORY
     does not infringe or violate any granted patent. In no event shall
     MEDIMMUNE's liability for a breach of this representation and warranty
     exceed $250,000.

     IN WITNESS WHEREOF, this Agreement has been duly executed effective on
the date first above written.
<TABLE>
<CAPTION>
<S>                                   <C>
By:/s/Thomas M. McNally               By:/s/David M. Mott
   Thomas M. McNally                     David M. Mott
   Senior Vice President                 President
</TABLE>
















                                 (PAGE 16)