Exhibit 10.20

AMIFOSTINE
MANUFACTURING AND SUPPLY AGREEMENT

This
Agreement (Agreement), entered into as of the 1st day of January, 2001 (the
Effective Date), by and between MedImmune Oncology, Inc. (formerly U.S.
Bioscience, Inc., hereinafter referred to as MedImmune Oncology), a
corporation duly formed and existing under the laws of the State of Delaware, having a
place of business at One Tower Bridge, 100 Front Street, West Conshohocken, Pennsylvania
19428, and PPG Industries, Inc., having a place of business as One PPG Place, Pittsburgh,
Pennsylvania 15272, USA, and its wholly-owned subsidiary PPG-Sipsy, having a place of
business at Z.I. la Croix Cadeau, B.P. 79, 49242 Avrille Cedex, France (Individually &
Collectively PPG), a corporation duly formed and existing under the laws of
the State of Pennsylvania.

WITNESSETH

WHEREAS,
the parties to this Agreement are parties to a Manufacturing and Supply Agreement between
U.S. Bioscience, Inc. and Sipsy, S.A. (the Prior Agreement) relating to the
manufacture of amifostine;

WHEREAS,
MedImmune Oncology has certain proprietary technical information (including, without
limitation, patents, patent applications and trade secrets) relating to the Product which
has been disclosed, in part, to PPG under the terms of the Prior Agreement and which will
be disclosed, in part, to PPG under the terms of this Agreement;

WHEREAS,
the parties desire to have this Agreement supersede the Prior Agreement from and after the
Effective Date;

WHEREAS,
MedImmune Oncology desires to contract with PPG for the continued manufacture of
amifostine (hereinafter defined in Section 1.4 and referred to as the
Product); and

WHEREAS,
PPG desires to manufacture the Product for MedImmune Oncology and represents that it
possesses the requisite expertise, personnel and facilities for the manufacture and supply
of Product on the terms and in the quantities contemplated by this Agreement.

NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions
herein contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

For
purpose of this Agreement:

Section
1.1 cGMPs shall mean the current Good Manufacturing Practices promulgated by
the United States Food and Drug Administration (FDA) and other applicable
government regulatory agencies. MedImmune Oncology shall keep PPG regularly informed about
any amendment or modification to relevant portions of its regulatory registrations for the
Product.

Section
1.2 Confidential Information shall have the meaning set forth in Section 7.1.

Section 1.3
Preparation and/or Prepare shall mean any and all steps and
operations required in the sourcing of raw material, synthesis, manufacture, processing,
subdividing, quality control, quality assurance, testing, storage and packaging of Product
for shipment.

Section
1.4 Product shall mean Amifostine Drug Substance together with changes,
modifications and improvements instituted during the term hereof as described more fully
on Exhibit C attached and made a part hereof.

Section
1.5 Specifications shall have the meaning set forth in Section 4.1 hereof.

Section 1.6
Contract Year shall mean a calendar year under this Agreement.

ARTICLE II

SALE AND DELIVERY OF
PRODUCT

Section
2.1 Subject to the terms and conditions set forth in this Agreement, PPG agrees to Prepare
and sell, and MedImmune Oncology agrees to purchase from PPG, the Product as follows:

| | Prior
to the beginning of each calendar quarter, MedImmune Oncology shall provide to PPG, in
writing, a (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) forecast of its requirements for
deliveries of the Product during the next (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
(hereinafter the Delivery Schedule). The quantities forecast for delivery in
the (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) in a Delivery Schedule shall be firm
commitments to purchase and sell; and the (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
included in a Delivery Schedule shall be for planning purposes and may be revised up or
down by MedImmune Oncology. Exhibit A sets forth MedImmune Oncologys
non-binding requirements forecast for the Contract Years 2001-2003.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
2.2 PPG agrees, at the request of MedImmune Oncology, to provide Product at the agreed
upon price set forth in the Price Schedule attached hereto as Exhibit B and
subject to the provisions of Section 3.1.

Section
2.3 Subject to Section 2.5, PPG shall provide (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of MedImmune Oncologys requirements
for the Product, at MedImmune Oncologys option. Subject to Section 2.5, MedImmune
Oncology shall purchase from PPG a minimum of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of MedImmune Oncologys global
requirements for the Product, provided however, that PPG may elect to qualify a second
manufacturing location for production of Product by informing of its intent to do so in
writing. Within 90 days of such notification, PPG will provide to MedImmune documentation
which describes PPGs qualification protocols and validation plans. PPG and MedImmune
will cooperate to complete such qualification in a timely manner. Upon successful
qualification of the alternate manufacturing location by MedImmune, MedImmune shall be
obligated to purchase (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of MedImmune
Oncologys global requirement for Product.

Section
2.4 PPG shall at all times maintain a minimum inventory of at least (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) of the amount of the Product purchased by MedImmune Oncology
during the preceding (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). PPG shall at all times
maintain a minimum annual capacity reserved for production of the Product for MedImmune
Oncology of the quantity of Product specified for delivery in the most recent Delivery
Schedule. Notwithstanding anything to the contrary in this Section 2.3, should PPG be
required to replace Product pursuant to its obligations in Article 4, PPG may utilize the
inventory of the Product even though that may result in a temporary situation in which
inventory is less than required by this Section 2.4. PPG shall rebuild the inventory to
once again meet the requirements of this Section 2.4 within (CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED) days of removing Product to use as replacement Product.

Section
2.5 If PPG has not qualified an alternative manufacturing site subject to Section 2.3,
MedImmune Oncology may qualify an alternative source(s) of supply other than PPG and may
secure Product from such alternative source(s) for amounts in excess of (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) of its requirements. MedImmune Oncology shall not make the
alternative source(s) MedImmune Oncologys principal supplier of Product unless PPG
has materially failed to meet MedImmune Oncologys orders in a period of more than
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) or this Agreement is terminated or has by its
terms expired. After (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) in which PPG has
materially failed to meet MedImmune Oncologys orders, both parties agree that
MedImmune Oncology may use an alternate source to supply MedImmune Oncologys needs
until PPG is able to again furnish MedImmune Oncologys needs.

Section
2.6 PPG agrees to sell the Product exclusively to MedImmune for pharmaceutical
applications. PPG agrees that during the term of this Agreement and for a period of
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) thereafter, it will not compete, or assist
third parties to compete, directly or indirectly with MedImmune Oncology in the sale of
the Product.

Section
2.7 MedImmune Oncology shall submit purchase orders for Product to PPG at least
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) prior to the date of shipment specified
therein. MedImmune Oncologys purchase orders shall (i) reference this Agreement;
(ii) be submitted in writing; (iii) state the quantity of Product ordered; (iv) specify
the delivery location; and (v) state the desired date of shipment. In no event shall the
use of any form of purchase order be effective to vary, alter, modify or add to the terms
and provisions of this Agreement; nor will the acceptance of any such purchase order have
the effect of substituting the provisions set forth on such form for the provisions
contained in this Agreement. MedImmune Oncology may reschedule such purchase order no
later than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

prior
to the date of scheduled manufacturing. In no event shall MedImmune Oncologys right
to reschedule such Purchase Order abrogate any of its obligations under Section 2.1.

Section
2.8 PPG shall exercise reasonable, diligent efforts to ship Product in the quantities and
on the dates specified in MedImmune Oncologys purchase orders. Sales of Product by
PPG to MedImmune Oncology shall be made CIP (as in Incoterms 1990), to MedImmune
Oncologys facility in Nijmegen, the Netherlands, or such other location as may be
specified by MedImmune Oncology to PPG from time to time hereunder.

ARTICLE III

PAYMENT TERMS

Section
3.1 The Base Prices to be paid by MedImmune Oncology for quantities of Product purchased
pursuant to this Agreement are set forth in Exhibit B, except for freight and
insurance which will be billed (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). The prices set
forth on Exhibit B shall be subject to the following adjustments, as
applicable:

PPG
and MedImmune Oncology will adjust the prices in Exhibit B such that any benefit or loss
due to the change in exchange rate will be shared equally by the parties according to the
following:

Average Exchange Rate
(AER) is defined as the average Euro per US$ exchange rate which has prevailed
for the previous (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) prior to the date of
invoicing.

Invoice Price is defined
as such:

For invoices for which the AER is
greater than or equal to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Euro per US$ and less
than or equal to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) per US$ the Invoice Price is
equal to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) divided by the AER multiplied by the
Base Price then in effect

For invoices for which the AER is
greater than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) the Invoice Price is equal to
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) multiplied by the Base Price then in effect.

For invoices for which the AER is
less than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) the Invoice Price is equal to
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) multiplied by the Base Price then in effect.

In summary:

For AER>(CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED) Invoice price = (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) x Base
Price in effect For (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
<AER<(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Invoice price=
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) /AER x Base Price in effect For
AER<(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) Invoice price = (CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED) x Base Price in effect

In
the event that MedImmune Oncology makes changes to the Specifications which result in
material increases in the cost to PPG to Prepare the Product, PPG and MedImmune Oncology
shall negotiate in good faith an appropriate and reasonable price adjustment. In the event
that the regulatory authorities other than the regulatory authorities of the United
States, the EC countries or Japan, require additional cGMP requirements or changes to the
Specifications in order to allow commercialization of Product in their respective
countries, the parties shall negotiate in good faith an appropriate and reasonable price
adjustment relating solely to quantities of Product for which such changes are necessary.

In
the event that the parties do not agree on such price adjustment, then both parties will
appoint a mutually acceptable independent expert whose findings will be binding on both
PPG and MedImmune Oncology. Said expert shall transmit to both parties its findings within
three months from the date of its appointment. If the parties are unable to agree on an
independent expert, the matter shall be settled in accordance with Section 12.3 hereof.

Section
3.2 All prices of Product shall be on the basis of (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) as in Incoterms 1990.

Section
3.3 The purchase price for Product shall be paid to PPG no later than (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) days after the date of PPGs invoice to MedImmune
Oncology. In no event shall PPG invoice MedImmune Oncology for the Product prior to
delivery. All invoices from PPG to MedImmune Oncology covering Product shipped to
MedImmune Oncology shall be stated in, and all payments to PPG by MedImmune Oncology shall
be made in United States Dollars (US$). However, the parties hereto may agree at the
beginning of each Contract Year that such invoices and payments will be in European
Monetary Units (Euro), provided, however, that said prices may be adjusted by mutual
agreement of the parties by an amount sufficient to cover PPGS currency exchange
risk and costs.

In
the event that the Euro to US$ exchange rate is greater than (CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED) or less than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) for more than
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) , then either party may request a
renegotiation of the Base Prices in Exhibit B in writing to the other party.
Both parties will commence such negotiations within 30 days of receipt of the written
request. If the parties fail to agree to a modification of the base prices within 60 days
of commencement of the negotiation, then the dispute will be settled in accordance with
Section 12.3.

Section
3.4 Payments due to PPG shall be made by wire transfer or by a mutually agreeable method
to the bank account of PPG of which PPG shall advise MedImmune Oncology from time to time.

ARTICLE IV

MANUFACTURE AND SUPPLY

Section
4.1 Prior to the date of the Prior Agreement, MedImmune Oncology (then U.S. Bioscience,
Inc.) transferred to PPG, and PPG hereby acknowledges receipt of, copies of MedImmune
Oncologys specifications for the manufacture and testing of the Product, and such
specifications have been revised from time to time under the Prior Agreement. The current
specifications for the Product are attached hereto as Exhibit C and made a
part hereof (such specifications, as revised in accordance with this Section 4.1,
hereinafter being defined as the Specifications). The Preparation of the
Product shall be carried out by PPG in accordance with applicable cGMPs and established
quality standards. The Product shall meet Specifications. MedImmune Oncology shall provide
PPG with all revisions to the Specifications in a timely manner after such revisions are
approved by MedImmune Oncology, as appropriate, such revisions to be reasonably required
for the Product. All revisions or deviations from Specifications for Product must be made
in accordance with the Change Control Procedures set forth in Exhibit D.

Section
4.2 PPG shall prepare and make available to MedImmune Oncology for review and comment
comprehensive and complete documentation including the Drug Master File(s) with regard to
the manufacture and testing of Product which will include, but not be limited to, testing
of all raw materials, in-process and finished product applications; and review of master
and working batch records for processing and packaging and all supporting analytical
documentation. Such documentation shall be in a format consistent with cGMPs or FDA
or other regulatory agencies requirements, and shall be prepared with respect to the
manufacture of each batch of Product.

Section
4.3 PPG shall prepare and maintain a current master production batch record in English. At
the time of execution of this Agreement, PPG shall provide MedImmune Oncology with a copy
of the then current master production batch record in English. Thereafter, PPG shall
provide to MedImmune Oncology any updates of this master record in English within
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of any such update being submitted. PPG shall
not change the master production batch record without the prior written approval of
MedImmune Oncology.

Section
4.4 For each batch Prepared, PPG shall provide MedImmune Oncology with a certificate of
analysis and a certificate of compliance, specifically providing that the Product meets
Specifications, in the English language, for the Product no later than (CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED) after completion of manufacture of such batch.

Section
4.5 Within (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) from receipt by MedImmune Oncology
of the certificate of analysis for Product set forth in Section 4.4, MedImmune Oncology
shall notify PPG in writing whether it approves of the release of Product for shipment.
Upon receipt of such notification from MedImmune Oncology, PPG shall within one (1) week
ship the certificated amount of Product to MedImmune Oncologys designee.

MedImmune
Oncology shall confirm to PPG in writing within (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) of arrival of a shipment of Product, the identity and amount of Product
received, and condition of the shipment based solely upon a visual inspection. Such
MedImmune Oncology confirmation shall not constitute acceptance of the Product, nor shall
it be construed as any indication of whether or not the Product conforms to
Specifications.

Section
4.6 MedImmune Oncology or its designee shall have (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED) after shipment to inspect each shipment of Product to determine whether the
Product included in such shipment conforms to the Specifications. MedImmune Oncology shall
promptly give PPG written notice of any aspect in which Product fails to conform to
Specifications. If MedImmune Oncology fails to notify PPG of any nonconformity within such
(CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) period, MedImmune Oncology shall be deemed to
have accepted the Product as shipped, provided, however, that with respect to any
nonconformity due to latent defects, MedImmune Oncology shall be entitled to reject the
nonconforming Product within (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) after discovering
the latent defects. In the event of contestation of quality by MedImmune Oncology as
provided in this Section and that such contestation is not accepted by PPG, a sample of
the contested batch sealed by PPG in compliance with applicable regulations shall be
submitted by PPG to a relevant state approved unrelated and independent laboratory,
mutually acceptable to both parties, and the check assay of said laboratory shall be
accepted by the two parties as final and binding. The cost of said analysis made by the
laboratory shall be borne by the failing party.

If
any production batches of the Product fail to meet the Specifications as evidenced by the
laboratory check assay, MedImmune Oncology shall have the right to return such batches, in
which case the cost of the rejected batches (including raw materials, labor, manufacturing
overhead and quality control) or, if applicable, the cost of any work (any rework not
included in the Drug Manufacturing File must be approved in advance by MedImmune Oncology)
will be borne by PPG unless such failure is due to the negligence of MedImmune Oncology.
In the event that MedImmune Oncology rejects or returns any batch of Product pursuant to
this Section, it shall receive replacement of such batch. In no event shall MedImmune
Oncologys damages for rejected Product batches exceed (CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED).

Section
4.7 PPG shall make its best reasonable efforts to replace Product as quickly as possible
but in no case more than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) after notification of
MedImmune Oncology of nonconformity pursuant to Section 4.6.

Section
4.8 In the event the check assay made by the laboratory as provided in Section 4.6
hereabove concludes the nonconformity of the Product, MedImmune Oncology and PPG shall
meet immediately to agree upon the corrective actions, if any, to be implemented. PPG will
cease further production of the Product until MedImmune Oncology and PPG formally agree in
writing on such corrective actions. PPG may at its own risk continue to produce Product
during this period with no obligation to MedImmune Oncology. Should MedImmune Oncology
desire to have Product produced while the investigation is in process, MedImmune Oncology
will be responsible for the fees for service of PPG whether the batch is accepted or not.
Should PPG be required by MedImmune Oncology to produce any experimental batches of
Product to elucidate or resolve the source of the batch rejection, billings for these
batches will be separate from and exclusive of the fees stated in the attachment.

Section
4.9 PPG shall provide access to information and support needed during investigations
addressing customer complaints and/or recalls. All documents and updates with regard to
the Preparation of the Product which are required by any regulatory agency shall be
provided by PPG, and PPG shall submit to all inquiries and inspections by such regulatory
agencies. All documents provided by PPG to any regulatory agency shall be provided to
MedImmune Oncology in advance, if feasible, and in no case shall such documents be
provided to MedImmune Oncology more than two (2) days after such documents are provided to
any regulatory agency.

Section
4.10 PPG shall properly dispose of all manufacturing waste and associated contaminated
materials in accordance with all applicable laws, includingFrench laws and
environmental regulations. Upon MedImmune Oncologys request, PPG shall supply to the
FDA or any official government agency an official statement, a model of which is attached
hereto as Exhibit E stating that PPG is in conformance with relevant
environmental regulations. PPG shall provide at the request of MedImmune Oncology from
time to time a letter from the appropriate governmental authority certifying that the site
is in compliance with environmental laws applicable to PPG.

Section
4.11 PPG shall maintain its facilities utilized in the performance of this Agreement or
which in any way affect such performance to meet all cGMP requirements.

ARTICLE V

STORAGE

Section
5.1 PPG shall purchase, receive, test, store and secure all Product and materials used for
the Preparation of the Product by means which meet all cGMP requirements.

ARTICLE VI

QUALITY CONTROL

Section
6.1 PPG shall perform quality control and quality assurance review of all aspects of
Product Preparation on an individual batch basis. Such review shall include, but shall not
be limited to: raw material handling and testing, manufacturing, including all
reprocessing and packaging, in-process and finished product testing. The review shall be
made to ensure and certify compliance of all PPGs activities to all Specifications
and cGMP requirements for the Product. Such quality control and quality assurance review
shall include acceptance and approval of all associated documentation, as more fully set
forth in Sections 4.2, 4.3, and 4.4 by PPG on an individual batch basis.

Section
6.2 PPG shall keep all samples including raw materials, in process and final Product
relating to the manufacture of each batch of the Product in accordance with the cGMP
provided said samples do not represent a danger and are in stable substance form.

In
the event of an investigation or claim from a third party made to MedImmune Oncology, PPG
shall, except as provided hereabove, provide MedImmune Oncology on MedImmune
Oncologys request, a sample of raw materials, in-process samples and/or final
Product from a production batch of the Product only.  Upon MedImmune Oncologys
request, PPG shall supply to MedImmune Oncology an official statement stating that drug
substance reserve samples of Product are kept in compliance with cGMP, except as provided
hereabove.

Section
6.3 PPG shall promptly notify MedImmune Oncology of any FDA or other regulatory agency
inspections, pre-approval inspections, or any other FDA or other regulatory interactions
relating to PPG operations and concerning the manufacture of the Product.

PPG
shall provide MedImmune Oncology with copies of all regulatory inspections and reports,
including reports of the FDA, within 48 hours of receipt of such reports by PPG.

Section
6.4 Nothing contained in this Article VI shall relieve PPG of its responsibility to
Prepare the Product in accordance with the Specifications and to perform the necessary
quality control tests and quality assurance review on the Product.

ARTICLE VII

CONFIDENTIALITY 
PATENT RIGHTS

Section
7.1 MedImmune Oncology and PPG agree that all data disclosed to the other party pursuant
to the Prior Agreement or this Agreement or otherwise related to the Preparation or
distribution of the Product, except as stated below, is of a most highly confidential
nature (the Confidential Information), and in accepting such data for its
internal use the receiving party has agreed and agrees to use such Confidential
Information for no other purpose than in furtherance of the transactions contemplated by
this Agreement and to protect and maintain such data in strict confidence and not disclose
such data, or any part thereof, to any person, firm or other entity, including but not
limited to affiliates and subsidiaries of the receiving party, except to (i) employees of
the receiving party, or its affiliates or subsidiaries who are bound by legally
enforceable written agreements to keep said data confidential; (ii) any government agency
if required by law or regulation in connection with the performance of the terms of this
Agreement or in support of regulatory filings; or (iii) third parties upon prior written
consent of the disclosing party. The confidentiality provisions set forth herein shall
survive termination of this Agreement during a period of five (5) years regardless of the
cause of termination. The confidentiality provisions shall apply to Confidential
Information except to the extent that:

|(i) |  | Information is already or will be properly in the public domain at the time of
          disclosure;
|--- |  | ----------------------------------------------------------------------------------------------------

|(ii) |  | Information is known to the recipient prior to communication by the disclosing
          party (or its predecessor) as shall be established by competent proof by the
          recipient;
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | Information which is required by law, administrative or judicial order to be
          disclosed, provided that such disclosure is subject to all applicable
          governmental or judicial protection available for like material and the
          recipient notifies the disclosing party in writing in advance of such intended
          disclosure, promptly after the recipient becomes aware of the disclosure
          requirement.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
7.2 PPG agrees that it shall not use or assist or permit any other person or party to use
any MedImmune Oncology Confidential Information, marketing data, Preparation, distribution
or business information obtained as a result of the transactions hereunder, in any way
which interferes with the marketing or sales, by MedImmune Oncology or its duly-appointed
agents, employees, representatives, distributors, subsidiaries or affiliates, of the
Product subject to this Agreement.

Section
7.3 Upon expiration or termination of this Agreement, the receiving party shall return to
the disclosing party all originals and copies of manuals, correspondence, documents,
records or other confidential written instructions it may have received concerning the
Preparation of Product except that the receiving partys Legal Department may retain
one set of copies of such materials in its secured records for purposes of defining and/or
meeting its obligations of confidentiality hereunder or for use as otherwise contemplated
in this Agreement. If equipment was purchased by MedImmune Oncology for projects under
this Agreement, said equipment will be returned to MedImmune Oncology upon termination of
this Agreement unless otherwise specified. Notwithstanding any other provision of this
Agreement and subject to Section 7.4 (iv) hereof, PPG agrees that upon expiration or
termination of this Agreement, MedImmune Oncology shall have the full unencumbered right
without further payment to use PPG Confidential Information related to the Preparation of
the Product to Prepare and have others on its behalf Prepare the Product.

Section
7.4 PPG agrees to communicate promptly to MedImmune Oncology any ideas and improvements
conceived or made by PPG after the Effective Date arising from PPGs activities under
this Agreement and relating to the processing or production of the Product (hereinafter
referred to as the Improvement) under the following conditions.

|(i) |  | All rights and title to Improvements (patented, patentable or unpatentable)
                    which are related to said processing or production without any other foreseeable
                    applications shall be assigned to MedImmune Oncology, without cost to MedImmune
                    Oncology, which shall have the right to utilize such Improvements freely in the
                    process of the Product;
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|(ii) |  | All rights and title to Improvements (patented, patentable or unpatentable)
                    which apply to said processing and production and which have also other
                    applications, and provided that specific know-how of PPG developed prior to the
                    execution date of the Prior Agreement is not contained in said Improvements
                    shall be licensed to MedImmune Oncology without cost to MedImmune Oncology
                    (subject to Section 7.4(iv)), on a perpetual, royalty-free worldwide exclusive
                    basis, to utilize such Improvements freely in the process of the Product only;
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | A perpetual, royalty-free worldwide exclusive license limited to processing or
                    production of the Product shall be granted by PPG to MedImmune Oncology, without
                    cost to MedImmune Oncology (subject to Section 7.4(iv)), for Improvements
                    (patented, patentable or unpatentable) related to said processing and which also
                    have other application but in which specific PPGs know-how developed prior
                    to the execution date of the Prior Agreement is contained; and
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) |  | In the event that MedImmune Oncology obtains rights pursuant to Section 7.4(ii)
                    or (iii) to any Improvements that materially reduce the cost of the process of
                    the Product and MedImmune Oncology elects to qualify an alternative source(s)
                    using these rights, then MedImmune Oncology agrees to pay a royalty to PPG for
                    such improvements used by such alternative source. This royalty payment will be
                    negotiated in good faith and mutually agreeable terms and will equal
                    (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). PPG agrees that it will assist in
                    the transfer of the technology with PPGs reasonable out-of-pocket expenses
                    paid by MedImmune Oncology.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
7.5 All proprietary data, technology and information relating to the use, application or
manufacture of Product or any improvement, modification or refinement thereof, whether
patented or unpatented, which is developed or acquired by PPG shall be treated as
Confidential Information first disclosed and made known to PPG by MedImmune hereunder and
shall be maintained and administered by PPG in accordance with the provisions of Sections
7.1, 7.2, 7.3 and 7.4. PPG agrees to do and cause to be done all matters and things as it
may reasonably and lawfully be required to do to secure to MedImmune Oncology the full
right of use and enjoyment thereof in and for all countries, including any and all
measures necessary to insure that title to MedImmune Oncology in and to the aforementioned
inventions and other materials shall be full and clear of any claim of any of its present
or future employees. PPG also agrees to cooperate with MedImmune Oncology to the full
extent necessary in the filing and prosecutions of any patent applications, including the
execution of any documents required in connections herewith.

ARTICLE VIII

WARRANTIES AND
INSPECTION

Section
8.1 PPG warrants that it will Prepare and test the Products in accordance with cGMPs and
the requirements established for the Product in the Specifications.

Section
8.2 MedImmune Oncology or its authorized representatives, upon reasonable notice, shall
have the right, at its sole cost and expense, to conduct during normal business hours and
days quality assurance audits or other inspections of PPGs facilities to inspect and
observe PPG compliance with cGMP, PPGs Preparation, quality control and quality
assurance procedures. During such audits MedImmune Oncology shall have access to
facilities, equipment and documentation.

Section
8.3 PPG shall make available to MedImmune Oncology during quality assurance audits or
other inspections all records and documentation relating to the Preparation and quality
control of Product. PPG shall also provide MedImmune Oncology, at MedImmune
Oncologys reasonable request, with copies of such records during on-site
inspections.

ARTICLE IX

FORCE MAJEURE

Section
9.1 Neither party shall be liable for failure to perform or for delay in performing any
provision of this Agreement that such party is required to perform, if such failure or
delay is caused by labor disputes, lack of supply of materials through no fault of such
party, an act of God, riot, fire, explosion, flood, hostilities of war, executive
legislation or administrative order, restriction or controls of any governmental agency,
or other conditions reasonably beyond the control of such party. However, if any such
cause results in a delay in performance of this Agreement by either party by more than
sixty (60) days, then the parties shall meet and discuss what, if any, modifications of
the terms of the Agreement may be required in order to arrive at an equitable solution.

ARTICLE X

INDEMNIFICATION

Section
10.1 Except as provided in Section 10.2, MedImmune Oncology agrees to indemnify and hold
PPG harmless from and against any loss, damage, liability or expense to PPG (including
without limitation reasonable attorneys fees) arising out of or in connection with (i) any
action, suit, claim, demand or prosecution that may be brought or instituted against PPG
based on or arising out of MedImmune Oncologys distribution of Product, and (ii) any
recalls involving Product. Notwithstanding harmless PPG to the extent that any such
action, suit, claim, demand, or prosecution arises out of PPGs failure to conform to
cGMPs or other applicable regulatory standard, or out of PPGs negligence, willful
misconduct, or illegal conduct.

Section
10.2 PPG agrees to indemnify and hold MedImmune Oncology harmless from and against any
loss, damage, liability or expense (including without limitation reasonable attorneys
fees) arising out of or in connection with any action, suit, claim, demand or prosecution
that may be brought or instituted against MedImmune Oncology resulting from:

(i)       
          Product that materially failed to meet the Specifications at the time of
          shipment, unless such failure was or reasonably should have been detected by
          MedImmune Oncology utilizing the testing procedures then in effect on receipt of
          the Product in compliance with the provisions of Section 4.6;

(ii)       
          PPGs negligence or its failure to comply with applicable law or government
          regulations or cGMP with respect to PPGs responsibilities in the
          Preparation of Product unless such failure was detected by MedImmune Oncology
          utilizing the testing procedures then in effect on receipt of the Product in
          compliance with the provisions of Sections 4.6; or

(iii)       
          Breach by PPG of any covenant, representation, or warranty contained in the
          Agreement unless such failure was detected by MedImmune Oncology utilizing the
          testing procedures then in effect on receipt of the Product in compliance with
          the provisions of Sections 4.6.

Section
10.3 If any action, suit, claim, demand or prosecution (collectively, an
Action) is brought against a party (the Indemnitee) in respect of
indemnification which may be sought hereunder, the Indemnitee shall immediately notify the
party who is to Indemnify (the Indemnitor) of such Action and shall extend to
the Indemnitor the opportunity to defend against such Action, at the Indemnitors
sole expense and through legal counsel reasonably acceptable to Indemnitee, provided that
the Indemnitor proceeds in good faith, expeditiously and diligently. Indemnitee shall, at
its option and expense, have the right to participate in any defense undertaken by
Indemnitor with legal counsel of its own selection. No settlement or compromise of any
action may be made by Indemnitee without the prior written consent of Indemnitor.

ARTICLE XI

TERM OF AGREEMENT

Section
11.1 This Agreement shall come into effect on the Effective Date as set forth at the
beginning hereof and shall supersede the Prior Agreement thereafter. Unless earlier
terminated in accordance with the provisions hereof, this Agreement shall remain in force
until December 31, 2005. This Agreement shall automatically be then extended for
consecutive two (2) year periods, unless either party notifies the other, in writing, of
its intention not to renew at least eighteen (18) months* prior to the expiration of the
initial term of this Agreement or at any time thereafter.

Section
11.2 Upon early termination of this Agreement consequent to a failure by PPG, PPG will
cooperate fully with MedImmune Oncology to facilitate transfer of all manufacturing
aspects, equipment, material, documentation and all other items related to the manufacture
of Products to any MedImmune Oncology identified alternative manufacturing site(s). Should
MedImmune Oncology be unable to identify, qualify and receive FDA approval of any
alternative manufacturing site within the eighteen (18) month* notification period
provided in Section 11.1 despite all reasonable efforts and due diligence, PPG will
continue to manufacture the Product for an additional twelve (12) month* grace period or
until an appropriate manufacturing site is able to produce the Product, whichever occurs
first. PPGs cooperation in facilitating such transfer shall be at no cost to
MedImmune Oncology.

Section
11.3 Notwithstanding the cause of termination, the foregoing undertakings of
confidentiality, non-use and non-competition agreed to in this Agreement shall continue
and remain in full force and effect subject to provisions of Section 2.6.

Section
11.4 Either party may terminate this Agreement for a material breach by the other party by
giving the breaching party written notice, specifying the breach relied on, and giving the
breaching party ninety (90) days* to cure such breach. If the default has not been cured
at the end of the ninety (90) day* period, then, upon notice thereof to the breaching
party by the other, this Agreement shall terminate.

Section
11.5 In the event of filing of a petition of bankruptcy or insolvency by either party or
the appointment of a receiver for property of either party, the other party may
immediately terminate this Agreement with no liability whatsoever to the first party,
subject however to relevant legislation.

Section
11.6 Any termination of this Agreement will have no effect on performance obligations or
amounts to be paid which have accrued up to the effective date of such termination.

ARTICLE XII

MISCELLANEOUS

Section
12.1 The parties hereto undertake to use every reasonable endeavor to carry out the terms
and the respective obligations of this Agreement but should the action of their parties or
economic conditions outside the control of either party, create a situation in which the
effect of any provisions hereof is severely inequitable, then the parties agree to
negotiate in good faith for such revision of this Agreement as may be reasonable to reach
an equitable resolution, including early termination.

Either
party desiring to negotiate for revision in accordance with this Section shall give the
other party a statement in writing setting forth the circumstances of the hardship
suffered from, with a request for a meeting of representatives at the time and place
convenient to such party in a period between thirty (30) and sixty (60) days following the
request. The other party shall not withhold its agreement unreasonably.

Section
12.2 All notices given or requests made under this Agreement shall be in writing and shall
be delivered or mailed by certified or registered mail with a return receipt requested or
by a reputable express delivery service to the party for which it is intended at its
address as set forth below, or at such other addresses as the addressee may have
designated to the other party in writing. Any notice shall be deemed given only upon
actual delivery thereof at the proper address.

All
notices to MedImmune Oncology shall be addressed to:

MedImmune
Oncology, Inc.
                    c/o MedImmune, Inc.
                    660 Research Drive
                    Frederick, MD 21703

Attn:    Senior Director, Materials Management and Contract manufacturing with a copy to the office of the General
Counsel, Business Development Dept. located at

MedImmune,
Inc.
                    35 West Watkins Mill Road
                    Gaithersburg, MD 20878

All
notices to PPG shall be addressed to:
                    Attn:   Business Manager, PPG-Sipsy US Operations with a copy to the office of the General Counsel
                    PPG Sispy, A Unit of PPG-Industries, Inc.
                    One PPG Place, 36th Floor
                    Pittsburgh, PA 15272 USA

Section
12.3 The parties hereto shall use their best efforts to settle amicably any controversy
arising out of this Agreement. Should no amicable settlements be reached, any dispute
arising in connection with this Agreement shall be finally settled under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules. The place of arbitration shall be
New York, New York. Language of arbitration shall be the English language.

Section
12.4 This Agreement shall inure to the benefit of and be binding upon the undersigned
parties, their respective legal successors and assigns. This Agreement specifically
contemplates that either party shall have the right to assign their rights and duties
under this Agreement, subject to prior approval of the other, such approval not to be
unreasonably withheld. In the event that this Agreement is assigned to a third party, the
assignor shall remain responsible for the performance of the obligations by its assignee
herein and the assignor shall remain severally and jointly liable with the assignee for
the failure to perform its obligations provided for herein.

Section
12.5 PPG shall notify MedImmune Oncology promptly after any change of control of PPG.
MedImmune Oncology shall have the right to reasonably terminate this Agreement by notice
to PPG within 60 days after receipt of PPGs notice in accordance with the preceding
sentence, such termination to take effect 180 days after the change of control. For
purposes of this Agreement a change in control shall mean(i) a merger,
consolidation or combination in which PPG is not the surviving corporation; (ii) a change
in ownership such that any person or entity becomes the beneficial owner, directly or
indirectly of 50% or more of the combined voting power of PPGs then outstanding
voting securities; or (iii) a purchase of the business or assets of PPG necessary to
perform the services contracted for hereunder.

Section
12.6 This Agreement may not be changed, waived, discharged, or terminated orally, but only
by an instrument in writing signed by the parties.

Section
12.7 The parties agree that the provision of the Agreement, together with any amendments,
schedules and attachments hereto, represent the entire agreement between them with respect
to the subject matter hereof and supersede any other agreements or understandings they may
have with respect thereto.

Section
12.8 This Agreement shall be governed by and construed, interpreted, enforced and applied
in accordance with the law of the State of New York.

Section
12.9 This Agreement shall be executed in duplicate originals with each party retaining one
original for its files.

Section
12.10 The invalidity of one or more provisions of this Agreement shall not affect the
validity of the Agreement as a whole, unless the invalid provisions are of such essential
importance to this Agreement that it is to be reasonably assumed that the parties would
not have entered into this Agreement without the invalid provisions.

Section
12.11 Should any part of this Agreement be in conflict with any applicable law, all other
provisions of this Agreement shall remain in force and the parties hereto shall mutually
and in good faith modify the conflicting provisions so as to maintain essentially the
spirit hereof and the original will of the parties.

Section
12.12 Nothing herein contained shall be deemed to create any relationship in the nature of
agency, joint venture, partnership or similar relationship between MedImmune Oncology and
PPG. PPG, its agents, employees, and dealer under no circumstances shall be deemed to be
agents, or representatives of MedImmune Oncology, nor will any of them have the right to
enter into any contracts or commitments in the name of MedImmune Oncology or otherwise
bind or commit MedImmune Oncology.

Section
12.13 Affirmative Action Notice: PPG is hereby notified that PPG and any subcontractors
permitted hereunder may be subject to the provisions of 41 CFR Section 60-1.4, 41 CFR
60-250.4 and 41 CFR Section 60-741.4 with respect to affirmative action program and plan
requirements.

---

WITNESS
the signatures on behalf of the parties hereto by their duly authorized representatives
making this Agreement effective as of the date first set forth above.

MEDIMMUNE ONCOLOGY, INC.

By:    /s/ Melvin D. Booth

Title: President

Date: 1/24/01



PPG INDUSTRIES, INC.

By: /s/ Thomas Von Lehmer

Title: Vice President

Date: 1/18/01