EXHIBIT 10.77
                CONTRACT RESEARCH AND DEVELOPMENT AGREEMENT
                                (MEDI-493)



THIS CONTRACT RESEARCH AND DEVELOPMENT AGREEMENT ("Agreement") is made
effective as of November 27, 1997 ("Effective Date"), by and among
MedImmune, Inc. ("MEDIMMUNE"), a corporation having a place of business
at 35 West Watkins Mill Road, Gaithersburg, Maryland 20878 U.S.A., and
Dr. Karl THOMAE GmbH ("THOMAE") a German corporation having its
principal place of business at Birkendorfer Strabe 65, 88397 Biberach
an der Riss, Federal Republic of Germany.


BACKGROUND

MEDIMMUNE has developed proprietary protein production technologies,
and has developed a proprietary cell line capable of expressing a
humanized monoclonal antibody against Respiratory Syncyital Virus (RSV)
and designated as MEDI-493.

THOMAE owns specialized cell culture, processing, protein purification
and lyophilization facilities that may be suitable for production of
MEDI-493, and employs personnel who have experience in production of
proteins by cell culture and purification processes as well as in
registration and marketing of biopharmaceuticals.

MEDIMMUNE desires to have THOMAE personnel evaluate the performance of
the MEDIMMUNE MEDI-493 production process, formulation and
lyophilization of the resulting product in THOMAE's facilities.

MEDIMMUNE and THOMAE have previously entered into an evaluation
agreement dated April 16, 1997 to evaluate the potential production and
supply of MEDI-493 (the "Evaluation Agreement"), and THOMAE has already
started the development work under an interim agreement dated August
15/21, 1997 with MEDIMMUNE covering all expenditures by THOMAE for the
interim period from May to December 1997 the "Interim Agreement"),
which shall be replaced by signing of this Agreement.


AGREEMENT

IN CONSIDERATION OF the mutual covenants set forth in this Agreement,
THOMAE, and MEDIMMUNE hereby agree as follows:

1.     DEFINITIIONS.

1.1    "MEDIMMUNE" shall mean MEDIMMUNE Inc. as laid down first above.
                                 (PAGE 1)
1.2    "MEDIMMUNE Confidential Information" shall mean the Cell Line,
       Process, Product and all technical and other information relating
       thereto that is disclosed or supplied to THOMAE by MEDIMMUNE
       pursuant to this Agreement or the Evaluation Agreement whether
       patented or unpatented, including, without limitation, trade
       secrets, know-how, processes, concepts, experimental methods and
       results and business and scientific plans.

1.3    "MEDI-493" shall mean the humanized IgG1 monoclonal antibody
       specifically directed against RSV.

1.4    "Cell Line" shall mean the novel and proprietary cell line (Id.-No.
       RSV-1129 a-6H3) developed by MEDIMMUNE and provided to THOMAE pur
       suant to the terms of this Agreement or the Evaluation Agreement
       including, without limitation, all modifications and derivatives of
       such cell line.

1.5    "Certificate of Analysis" shall mean a document describing testing
       methods and results, the accuracy of which has been certified by
       the issuing party.

1.6    "Effective Date" shall mean the date first above written, which
       shall be the effective date of this Agreement.

1.7    "GMP" shall mean the current regulatory requirements for good
       manufacturing practices promulgated by the FDA under the Federal
       Food, Drug and Cosmetic Act, as amended, 21 C.F.R.  210, 211 et
       seq and 21 C.F.R.  600-610, as applicable.

1.8    "Master Cell Bank" shall mean MEDIMMUNE's reference deposit or
       collection of vials of the Cell Line, from which the Working Cell
       Bank is derived.

1.9    "Phase I" shall mean the activities and work to be performed as
       laid down in the respective chapter of the Master Project plan
       attached hereto as APPENDIX 1.

1.10   "Phase II" shall mean the activities and work to be performed as
       laid down in the respective chapter of the Master Project plan
       attached hereto as APPENDIX 1.

1.11   "Phase III" shall mean the activities and work to be performed as
       laid down in the respective chapter of the Master Project plan
       attached hereto as APPENDIX 1.

1.12   "Bulk Product" shall mean the Product which has been purified to a
       concentrated form and can be stored in a liquid or frozen form
       under appropriate conditions.
                                 (PAGE 2)
1.13   "Final Product" shall mean unlabelled final container containing
       lyophilized Product.

1.14    "Finished Product" shall mean Final Product and also labelled and
       packaged.

1.15   "Process" shall refer to a proprietary MEDIMMUNE process for using
       the Cell Line, including defined procedures, equipment and
       analytical methodologies for in-process control, release testing
       and Product characterization, that has been used by MEDIMMUNE to
       produce the Product at the (CONFIDENTIAL TREATMENT HAS BEEN
       REQUESTED) fermentation scale which has already partly been and
       shall fully be disclosed by MEDIMMUNE to THOMAE to enable THOMAE to
       carry out the Project or if and when applicable the modified
       process after scale up by THOMAE to the (CONFIDENTIAL TREATMENT HAS
       BEEN REQUESTED) fermentation scale. The current format of MedImmune
       Process and of Thomae Process are set forth in APPENDIX 13.

1.16   "Product" shall mean the MEDI-493 produced by the Cell Line in
       accordance with the Process.

1.17   "Project" shall mean the Phase I - III program described herein, in
       which MEDIMMUNE shall transfer the Process to THOMAE to be
       implemented upscaled and evaluated at the respective fermentation
       scale in THOMAE's facility and equipment. The primary objectives of
       the Project will be to establish or adapt and scale up the Process
       in the THOMAE facility, successfully demonstrate that equivalent
       Product can be reproducibly manufactured in THOMAE's facilities,
       and generate a report compiling all relevant data generated in the
       Project. A proposed timeline for the Project is included in
       APPENDIX 1.

1.18   "Project Fee" shall have the meaning specified in Section 6 hereof.

1.19   "Project Manager" shall have the meaning specified in Section 2.1
       hereof.

1.20   "Project Team" shall have the meaning specified in Section 2.2
       hereof.

1.21   "Start Date" shall mean May 12, 1997.

1.22   "THOMAE Confidential Information" shall mean all technical and
       other information relating to THOMAE's facilities and associated
       technologies that is disclosed or supplied to, or used on behalf
       of, MEDIMMUNE by THOMAE pursuant to this Agreement, whether
       patented or unpatented, including, without limitation, trade
       secrets, know-how, processes, concepts, experimental methods and
       results and business and scientific plans.
                                 (PAGE 3)
1.23   "Working Cell Bank" shall mean MEDIMMUNE's vialed collection
       serially subcultivated cells that is derived from the Master Cell
       Bank. The Working Cell Bank is used to establish seed cultures of
       the Cell Line to initiate the Process.

1.24   "Specifications" shall mean the specifications for the Product and
       the respective test methods attached hereto as APPENDIX 5 on the
       basis of the specifications provided by MEDIMMUNE and as such
       specifications may be amended from time to time by mutual agreement
       of MEDIMMUNE and THOMAE according to further development of the
       Process and Product.

1.25   "Product Characterization" shall mean the analytical
       characterization of the Product performed at MEDIMMUNE as specified
       in APPENDIX 10.


2.     COOPERATION BETWEEN THE PARTIES IN THE COURSE OF THE PROJECT.

2.1          Designation of Project Manager.
       THOMAE and MEDIMMUNE shall each identify a Project Manager who will
       be responsible for communicating all instructions and information
       concerning the Project to the other party. Each Project Manager
       will be available on an agreed upon monthly basis for consultation
       at prearranged times during the course of the Project. In the
       absence of the Project Manager, a substitute shall be appointed.
       Additional modes or methods of communication and decision making
       may be implemented with the mutual consent of each party.

2.2    Project Team.
       THOMAE and MEDIMMUNE shall each name representatives to a Project
       Team, which shall consist of knowledgeable specialists in
       appropriate disciplines who shall be responsible for planning and
       executing the Project and any subsequent interactions between the
       parties. At regular intervals, the Project Managers shall schedule
       meetings between each company's representatives for the purpose of
       communicating Project updates and providing a forum for strategic
       decision making and rapid resolution of issues. Joint Project
       meetings shall be conducted by telephone conference, video
       conference and face to face meetings. Meeting minutes shall be
       prepared jointly by the Project Managers to record all issues
       discussed and decisions made.
       The present list of the members of the Project Team is attached
       hereto as APPENDIX 6.

2.3    Cooperation.
       In the course of the Project, THOMAE will at all times take into
       consideration and implement the recommendations of MEDIMMUNE as
       long as they do not adversely affect other THOMAE biotech
                                 (PAGE 4)
       operations and are agreed upon by the Project Team; in the absence
       of explicit instructions from MEDIMMUNE, THOMAE shall be entitled
       to employ its reasonable judgment in carrying out the Project.

       THOMAE shall be entitled to rely upon any instructions or
       directives provided by any MEDIMMUNE representative and shall not
       be responsible for failure to achieve any objective or the
       inability to adhere to any guideline due to technical failures,
       incomplete direction or documentation of Process variables, or
       other causes beyond the control of THOMAE.

       MEDIMMUNE must be informed of any changes that are expected to
       change the Process or Product Specifications. Process format and
       Process changes for Project Phase I, II and III will be mutually
       agreed upon by the Project Team.

       If THOMAE proposes a change of the Process, such a change must be
       approved by MEDIMMUNE according to the procedure in APPENDIX 8 or
       the change shall not be implemented. If MEDIMMUNE proposes a change
       of the Process, see first paragraph of this Section 2.3 above.
       The parties will inform each other within an appropriate time and
       participate in all regulatory contacts and regulatory inspections
       regarding MEDI-493 and each party may take part therein at its sole
       discretion.

       MEDIMMUNE will be provided an opportunity to review and comment on
       all documents used for the registration of Product (CMC-Part of
       BLA). However, this shall not include any and all ELA-documents of
       THOMAE with respect to MEDI-493 and/or the Product. Basically
       MEDIMMUNE will be provided with copies of all regulatory
       submissions, submitted for MEDI-493. For those
       documents/submissions not to be provided according to the exception
       above, MEDIMMUNE will have the right to reference such
       documents/submissions for regulatory purposes.


3.     MEDIMMUNE'S TASKS AND RESPONSIBILITIES.

3.1    Use of MEDIMMUNE Cell Line and Intellectual Property.
       MEDIMMUNE and THOMAE hereby acknowledge and agree that MEDIMMUNE is
       providing Cell Line, Process and MEDIMMUNE Confidential Information
       to THOMAE for use by THOMAE on behalf of and for the benefit of
       MEDIMMUNE for the purposes of this Agreement, that THOMAE will make
       use therof solely for such purposes and that MEDIMMUNE hereby
       consents to such use.

3.2    Materials and Information to be Provided.
       To enable THOMAE to begin and continue the Project, MEDIMMUNE shall
       use commercially reasonable efforts to perform the work and tasks
                                 (PAGE 5)
       as set forth and detailed in APPENDIX 7 hereto and shall provide
       all materials and information as set forth in APPENDIX 7 and
       defined therein. In case MEDIMMUNE is not able to fulfill the
       requirements mentioned above the parties shall discuss and
       negotiate an alternative (including but not limited to timeline and
       cost).

4.     THOMAE'S TASKS AND RESPONSIBILITIES (PHASES I-III).

4.1    THOMAE's work and tasks
       In the course of this Agreement THOMAE shall perform the work and
       tasks as laid down and detailed in APPENDIX 8 hereto.

4.2    Documentation.
       As soon as available THOMAE shall provide MEDIMMUNE with the CMC-
       part of the BLA (all other parts of registration and the
       registration itself being the task and responsibility of
       MEDIMMUNE), in formats to be mutually agreed upon. Such CMC-part
       shall be in English and shall contain all required portions of the
       respective filing as laid down in APPENDIX 2 hereto.

4.3    Stability Program.
       Notwithstanding its work described in Section 4.1 above, MEDIMMUNE
       and THOMAE shall perform a stability program as laid down in
       APPENDIX 4 hereto. The timeline for this work is laid down in the
       Master Project plan including Project Timeline (APPENDIX 1). It is
       planned that THOMAE will perform release testing for lots post
       approval.

4.4                                        Additional Work
       On request of MEDIMMUNE THOMAE shall perform additional work to
       sustain the progress of the Project on conditions in terms of
       money, time and scope to be subject to mutual agreement of the
       parties hereto and defined in an amendment to the Master Project
       plan (APPENDIX 1).

4.5    Exclusivity/Competition
       During the term of this Agreement, THOMAE agrees that it will not
       supply Product to a third party nor shall THOMAE assist any third
       party with respect to development or manufacture of a monoclonal
       antibody against RSV except where THOMAE is granted marketing
       rights to such monoclonal antibody.

4.6                      Project is experimental in Nature
       MEDIMMUNE acknowledges that the Project is experimental in nature
       and that no favorable or useful result can be assured by THOMAE.
       Accordingly, THOMAE shall not be responsible to MEDIMMUNE for any
       failure of fermentations or inability to obtain useful yields of
       Product or keeping the intended timeline.
                                 (PAGE 6)
4.7    GMP
       THOMAE will perform the manufacturing operations at its facility in
       accordance with GMP and compliance with all applicable local laws
       and regulations. THOMAE will deliver Product based on the
       Specifications defined in APPENDIX 5. If a run does not meet the
       Specifications due to a THOMAE operation error or an equipment
       failure, THOMAE will repeat the run at no cost to MEDIMMUNE as the
       sole remedy.

4.8    Special Problems
               (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)

5.     PHASES I-III TO BE CONDUCTED ON FIXED-FEE BASIS.
       The Project shall be conducted by THOMAE for MEDIMMUNE on fixed fee
       basis to be paid by MEDIMMUNE to THOMAE as set forth in Article 6
       hereof (the "Project Fee"). The estimated duration of the Project
       shall be 19 (nineteen) months from the Start Date as outlined in
       APPENDIX 1 hereto.
       As the Project is experimental in nature, the Project Fee shall be
       payable in full when due regardless of result unless the Project is
       terminated prior to its scheduled completion pursuant to Article 12
       hereof.


6.     PHASES I-III PAYMENTS

6.1       Fixed Project Fee MEDIMMUNE shall pay THOMAE a Project Fee
       based on actual costs of (CONFIDENTIAL TREATMENT HAS BEEN
       REQUESTED) for the services provided in carrying out the Project.
       This Project Fee includes the actual costs of THOMAE's work ac
       cording to Article 4 hereof (for additional work if any see
       Section 4.4 hereof), and insofar is all inclusive.
       Disposal of organic and hazardous waste is included in the Project
       Fee. The Project Fee shall be payable in installments, each non-
       refundable when paid, (except for a breach of this Agreement by
       THOMAE as provided herein), as provided for in the Master Project
       plan (APPENDIX 1).
       THOMAE shall receive installments according to the progress of the
       Project pursuant to the agreed schedule set forth in APPENDIX 1.

       Each invoice shall be payable within 30 days following receipt
       thereof.

6.2    Success Fee
       As a means to secure deliverables according to Specifications and
       timelines, which would enable MEDIMMUNE to file a BLA amendment and
       launch in the U.S. in 1998, MEDIMMUNE will make incentive payments
       of up to (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) to THOMAE as
       follows:
                                 (PAGE 7)
       (i)    (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
       (ii)   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)


7.     ORDERING INITIAL START-UP MATERIAL FOR (CONFIDENTIAL TREATMENT HAS
       BEEN REQUESTED) SCALE
       MEDIMMUNE and THOMAE expect that a raw material purchase for
       Phase III will be necessary prior to the completion of Phase II
       (February 1998).The purchase of such materials at the respective
       date laid down in APPENDIX 1 hereto is covered by this Agreement
       and is at the sole risk of MEDIMMUNE. The present cost estimate for
       initial start-up material is outlined in APPENDIX 3 hereto.


8.     OWNERSHIP OF PROJECT DATA / FUTURE ACTIVITIES / COMMERCIAL
       PRODUCTION.

8.1    Ownership of Project Data.
       In consideration of the Project Fee, THOMAE shall carry out the
       Project and transfer all relevant information concerning the
       process, and materials related to the Product and obtained in the
       course of the Project to MEDIMMUNE. However, this shall not apply
       to information regarding THOMAE's facility and technical equipment.
       All transferred information - with the exception of THOMAE
       Confidential Information - shall be the sole and exclusive property
       of MEDIMMUNE and MEDIMMUNE shall have the right to use such
       information for any purpose without further obligation to THOMAE.
       After transfer of the information, THOMAE shall not be obliged to
       provide technical assistance to MEDIMMUNE or a third party with re
       spect to use of such information at a facility other than THOMAE's
       facility. After termination of the intended supply agreement or as
       provided in the supply agreement between the parties, MEDIMMUNE
       shall have the right to transfer the modified and scaled-up Process
       to third parties. Further such information and materials to be
       transferred to MEDIMMUNE shall be MEDIMMUNE Confidential
       Information subject to the provisions of Article 11.

       THOMAE shall cooperate with MEDIMMUNE in taking all reasonable
       steps, including execution of documents, which are commercially
       necessary to enable MEDIMMUNE to protect its ownership interest.

8.2    Further Future Activities regarding Research and Development.
       If the results of the Project are favorable, THOMAE and MEDIMMUNE
       may confer to determine if additional work should be undertaken
       pursuant to subsequent agreement between THOMAE and MEDIMMUNE.
       Neither party shall be obligated to conduct any further
       undertakings on behalf of the other except as provided for herein
       or as may be mutually agreed and set forth in a subsequent written
       agreement.
                                 (PAGE 8)
       Other then as provided in the manufacturing agreement, MEDIMMUNE
       shall not assert any right to use THOMAE facilities at any future
       date as a result of its use of THOMAE facilities pursuant to this
       Agreement.

8.3       Thomae's Right and Obligation for Commercial Manufacture
       The parties acknowledge and agree that, in case MEDIMMUNE decides
       to commercialize the Product, THOMAE has the right and obligation
       to produce commercial quantities of Product (Bulk Product, Final
       Product and/or Finished Product form) for MEDIMMUNE within its
       respective capacity which shall be exclusive but for MEDIMMUNE's
       right to manufacture Bulk Product and/or Final Product and/or
       Finished Product and/or to have a third party to produce Final
       Product and or Finished Product from Bulk Product produced by
       MEDIMMUNE and MEDIMMUNE will have the right and obligation to have
       such commercial quantities of MEDI-493 manufactured by THOMAE and
       the parties shall negotiate in good faith and consummate a
       manufacturing agreement (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
       at the earliest opportunity for the manufacturing by THOMAE of
       commercial quantities of the respective Product, any prolongation
       to be subject to separate agreement of the parties. Such agreement
       shall contain terms and conditions customary for such a
       manufacturing agreement.

       During the term of the manufacturing agreement, if THOMAE cannot
       produce sufficient commercial quantities of Product as outlined in
       APPENDIX 9 for whatever reason, MEDIMMUNE will have the right to
       have the missing quantities manufactured by a third party.

8.4       Terms and Conditions of Manufacturing Agreement
          Such manufacturing agreement shall contain terms and conditions
       customary for such a manufacturing agreement.
       In particular, the parties hereby agree that the pricing from
       THOMAE for the manufactured Product under such manufacturing
       agreement shall be in accordance with a volume discount pricing
       matrix and basic production assumptions, both set forth in APPENDIX
       11 attached hereto, which pricing matrix will establish an absolute
       initial price ceiling for Product under the manufacturing agreement
       and will provide a framework to establish Product costs for
       variable length production campaigns.

       Moreover, such manufacturing agreement shall contain a "Rolling
       Forecast Planning System for Product (Commercial Manufacture)"
       attached hereto as APPENDIX 12.

       In APPENDIX 9 MEDIMMUNE has set forth its present forecast
       estimation of its latest requirements of the Product. This forecast
       is non-binding; however, THOMAE's capacity planning for commercial
       manufacture is based on and limited by MEDIMMUNE's forecast.
                                 (PAGE 9)
9.     REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

9.1    MEDIMMUNE.
       MEDIMMUNE hereby represents, warrants and agrees that:

       (a)    MEDIMMUNE is free to supply the Cell Line and MEDIMMUNE Con
              fidential Information to THOMAE;

       (b)    MEDIMMUNE is not aware of any special or unusual hazards in
              volved in handling the Cell Line or Product;

       (c)    MEDIMMUNE has full corporate authority to enter into this
              Agreement and this Agreement is binding upon MEDIMMUNE in
              accordance with its terms; and

       (d)MEDIMMUNE shall indemnify, defend and hold THOMAE, its affiliates, and
              their respective officers, employees and agents harmless from and
              against all third pary losses, damages, costs and expenses
              (including, without limitatiion, reasonable attorneys' fees),
              including injury to persons or damage to property resulting from
              any breach of the representations and warranties made by MEDIMMUNE
              under this Section, or as a result of any third party claim of
              infringement of the intellectual property rights of a third party
              based upon THOMAE's activities in implementing the Process or
              producing the Product in accordance with the instructions and
              documentation provided by MEDIMMUNE or developed in the course of
              the Project, except those which result from the gross negligence
              or willful misconduct of an indemnified person or entity.

9.2    THOMAE.
       THOMAE hereby represents, warrants and agrees that:

       (a)    THOMAE is the owner of the facilities and THOMAE
              Confidential Information to be used for purposes set forth
              in this Agreement;

       (b)    THOMAE is not aware of any special or unusual hazards that
              would arise as a result of its carrying out of the Project
              as planned;

       (c)    THOMAE has full corporate authority to enter into this
              Agreement and this Agreement is binding upon THOMAE in
              accordance with its terms; and

       (d)THOMAE shall indemnify, defend and hold MEDIMMUNE and its officers,
              employees and agents harmless from and against all third party
              losses, damages, costs and expenses (including,
                                    (PAGE 10)
       (e)without limitation, reasonable attorneys' fees), including injury to
              persons or damage to property, resulting from any breach of the
              representations and warranties made by THOMAE under this Section,
              or as a result of any claim that THOMAE has violated any
              applicable local law, regulation or ordinance in carrying out its
              biotechnical manufacturing responsibilities under this Agreement
              or as a result of willful breach or misconduct of THOMAE or its
              officers, employees or agents, except those which result from
              gross negligence or willful misconduct of an indemnified
              person or entity.

9.3    Information
       With respect to the indemnification mentioned above in this
       section, each indemnified party will notify the indemnifying party
       promptly of any claim or loss and the indemnifying party shall be
       entitled to control the defense, settlement or compromise of any
       such claim or loss.


10.       LIABILITY.

10.1   No Warranty of Merchantability or Fitness.
       THOMAE shall provide the results of the Project to MEDIMMUNE
       without any warranty of any kind, express or implied, including,
       without limitation, any warranties of merchantability or fitness
       for a particular purpose. THOMAE warrants solely that the Project
       shall be conducted as laid down in APPENDIX 1 of this Agreement,
       and that any documentation of Project results or procedures
       provided to MEDIMMUNE by THOMAE shall be accurate in all material
       respects.

10.2   Limitation of Liability.
       THOMAE has no knowledge or awareness of or control over the manner
       in which MEDIMMUNE intends to use any Product or results obtained
       in the Project.
       THOMAE shall not be liable to MEDIMMUNE for any losses, damages,
       costs or expenses of any nature incurred or suffered by MEDIMMUNE
       or by a third party, arising out of any dispute or other claims or
       proceedings made by or brought against MEDIMMUNE with respect to
       use of the results of the Project, or the use of any Product by
       MEDIMMUNE or by a third party (including, without limitation,
       product liability claims and claims by a third party alleging
       infringement of its intellectual property rights) except as to
       those under Section 9.2 (d) above, nor shall THOMAE be responsible
       in any way for dealing with any such disputes, claims or pro
       ceedings.
                                 (PAGE 11)
       THOMAE will provide reasonable cooperation, if requested by
       MEDIMMUNE, on matters relating to the Project in the event of such
       claims.

       MEDIMMUNE shall indemnify, defend and hold THOMAE, its affiliates
       and their respective officers, employees and agents harmless from
       and against all such third party losses, damages, costs and
       expenses (including, without limitation, reasonable attorneys' fees
       and infringement of the intellectual property rights of a third
       party). This indemnification shall also be subject to the
       provisions of Section 9.3 above.

10.3   Maximum Amount.
       THOMAE undertakes to use its best efforts to perform the Project
       under the Master Project plan and to meet the target dates set
       forth in APPENDIX 1 hereto. However, due to the biological nature
       of the work to be performed hereunder THOMAE's liability under this
       Agreement and its indemnification and holdharmless obligations
       shall in no event amount to more than (CONFIDENTIAL TREATMENT HAS
       BEEN REQUESTED)  of the Project Fee. This limitation does not apply
       in cases of willful breach or misconduct of THOMAE or its officers,
       employees or agents.


11.    CONFIDENTIALITY.

11.1   THOMAE shall not disclose MEDIMMUNE Confidential Information to any
       person other than its employees or employees of affiliated
       companies of the Boehringer Ingelheim group who have a need to know
       such information in order to perform their duties in carrying out
       the Project hereunder and who have an obligation to maintain the
       confidentiality thereof as provided herein.

11.2   MEDIMMUNE shall not disclose any THOMAE Confidential Information to
       any person other than

       (a)    its employees or consultants who are bound by similar
              obligations of confidentiality and who have a need to know
              such information in order to provide direction to THOMAE or
              evaluate the results of the Project, or

       (b)regulatory authorities, for example, the FDA, that require such infor
              mation in order to review an IND, BLA  or other regulatory filing.
              THOMAE will be informed and must agree prior to filing of any
              THOMAE confidential Information to regulatory authorities. In
              these case where THOMAE restricts MEDIMMUNE's ability to file

                                 (PAGE 12)
              THOMAE Confidential Information, THOMAE agrees to provide
              the Confidential Information directly to the regulatory
              authorities and will provide a letter of authorization for
              cross-reference to MEDIMMUNE.

       (c)    persons or entities that manufacture Product for MEDIMMUNE
              after termination of the manufacturing agreement or during
              the manufacturing agreement as permitted therein.

11.3   The obligations of confidentiality applicable to MEDIMMUNE
       Confidential Information and THOMAE Confidential Information shall
       not apply to any information that is:

       (a)    known publicly or becomes known publicly through no fault of
              the recipient;

       (b)    learned by the recipient from a third party entitled to
              disclose it;

       (c)    developed by the recipient independently of information
              obtained from the disclosing party;

       (d)    already known to the recipient before receipt from the
              disclosing party, as shown by its prior written records;

       (e)    required to be disclosed by law, regulation or the order of
              a judicial or administrative authority; or

       (f)    released with the prior written consent of the disclosing
              party.

11.4   Except as granted under this Agreement, no right or license, either
       express or implied, under any patent or proprietary right is
       granted hereunder by virtue of the disclosure of MEDIMMUNE
       Confidential Information or THOMAE Confidential Information.

11.5   Either party shall be entitled to injunctive relief in the event of
       a breach of this Agreement by the other party. The obligations of
       both parties under this Article 11 shall survive the expiration or
       termination of this Agreement. Both MEDIMMUNE and THOMAE shall use
       reasonable and customary precautions to safeguard MEDIMMUNE
       Confidential Information and THOMAE Confidential Information,
       including ensuring that all employees or consultants who are pro
       vided access to such information are informed of the confidential
       and proprietary nature of such information and understand that all
       such information is required to be maintained confidential.


                                 (PAGE 13)

12.    TERM AND TERMINATION.

12.1   Term.
       This Agreement shall, unless terminated earlier, take effect as of
       the Effective Date retroactive as of the Start Date and shall
       terminate upon the date of payment of the last sum due hereunder,
       or upon the date when the last services required to be performed
       hereunder are performed, whichever date shall last occur.

12.2   Right to Terminate.
       If it becomes apparent to either party at any stage of the Project
       that it will not be possible to carry out the Project for
       scientific or technical reasons or as a result of Force Majeure,
       the parties shall permit 10 (ten) business days for discussion to
       make a proposal to resolve, if possible, the scientific or
       technical issue giving rise to the problem. If the parties fail to
       resolve the problem within further 20 business days, either party
       shall have the right to terminate this Agreement, effective upon
       written notice to the other. MEDIMMUNE  shall also have the right
       to terminate this Agreement on ninety (90) days written notice in
       the event, MEDIMMUNE determines to cease development and marketing
       of the Product.
       In the event of termination as set forth within Section 12.2, the
       amount due to THOMAE hereunder shall include all expenses
       reasonably incurred by THOMAE prior to such termination in respect
       of the purchase of supplies or raw materials, and an allocation of
       the balance of the Project Fee for the period prior to receipt of
       such termination and for a period of 8 (eight) weeks thereafter.

       Either party may terminate this Agreement effective upon written
       notice if either of the following events occurs

       (a)    the other party commits a breach of this Agreement and the
              breach is not remedied within 30 days after the receipt of
              notice identifying the breach and requiring its remedy; or

       (b)    the other party (I) becomes unable to pay its debts as they
              become due, (II) suspends payment of its debts, (III) enters
              into or becomes subject to corporate rehabilitation or
              bankruptcy proceedings or liquidation or dissolution, (IV)
              makes an assignment for the benefit of its creditors or (V)
              seeks relief under any similar laws for debtor's relief.

12.3   Effect of Termination.
       Upon the expiration or termination of this Agreement:

       (a)at the request of MEDIMMUNE, THOMAE shall destroy the Cell Line as
              well as the material derived from its culture or deliver the same
              at MEDIMMUNE's request to MEDIMMUNE or a
                                    (PAGE 14)
       (b)party nominated by MEDIMMUNE at MEDIMMUNE's cost and shall promptly
              return all MEDIMMUNE Confidential Information to MEDIMMUNE; except
              for a single copy and/or sample of each material for documentation
              purposes only and except as required to meet THOMAE's obligations
              under the manufacturing agreement. THOMAE's responsibility to keep
              and store the Cell line and any other materials shall terminate 6
              six months after expiration or termination of this Agreement, and

       (b)    MEDIMMUNE shall promptly return all THOMAE Confidential
              Information to THOMAE, except for a single copy and/or
              sample for documentation purposes only.

       (c)    The respective rights of THOMAE and MEDIMMUNE to indemnifi
              cation as set forth in Article  9 and 10 hereof shall
              survive termination of this Agreement with respect to any
              claims that relate to or derive from the Project, or any
              acts or failures to act, of either THOMAE or MEDIMMUNE in
              connection with the Project that occur prior to termination.

       (d)    The rights and obligations of Sections 8.1 and 12.3 shall
              also survive termination of this Agreement.
              This also applies to Section 9 (d) as far as a breach occurs
              prior to termination of this Agreement.


13.    MISCELLANEOUS

13.1   Force Majeure.
       Neither party shall be in breach of this Agreement if there is any
       failure of performance under this Agreement (except for payment of
       any amounts due hereunder) occasioned by any act of God, fire, act
       of government or state, war, civil commotion, insurrection,
       embargo, prevention from or hindrance in obtaining energy or other
       utilities, labor disputes of whatever nature or any other reason
       beyond the control of either party.

13.2   Publicity.
       No press release or other form of publicity regarding the Project
       or this Agreement shall be permitted by either party to be
       published unless both parties have indicated their consent to the
       form of the release in writing.
       Nothing in this Article 13.2 shall prevent the parties from
       disclosing this Agreement as required by applicable laws, rules or
       regulations.

13.3   Notices.
       Any notice required or permitted to be given hereunder by either
                                 (PAGE 15)
       party shall be in writing and shall be (i) delivered personally,
       (ii) sent by registered mail, return receipt requested, postage
       prepaid or (iii) delivered by facsimile with immediate telephonic
       confirmation of receipt, to the addresses or facsimile numbers set
       forth below:
<TABLE>
<S>                         <C>
If to THOMAE:               Dr. Karl THOMAE GmbH
                            Birkendorfer Strabe 65
                            88397 Biberach an der Riss
                            Federal Republic of Germany
                            Attention: Prof. Dr. Rolf G. Werner
                            Fax: 0 73 51/54-51 31
                            Phone: 0 73 51/54-48 00

If to MEDIMMUNE:            MEDIMMUNE Inc.
                            35 West Watkins Mill Road
                            Gaithersburg, Maryland 20878
                            U.S.A.,
                            Attention: President
                            Fax: 301/527-4201
                            Phone: 301/ 417-0770
</TABLE>

       Each notice shall be deemed given (i) on the date it is received if
       it is delivered personally, (ii) 3 days after the date it is sent
       by Federal Express, UPS, DHL, MSAS, World Courier or similar
       service if receipt is immediately confirmed in writing or (iii) on
       the date it is received if it is sent by facsimile with immediate
       telephonic confirmation of receipt.

13.4   Applicable Law/Jurisdiction.
       This Agreement shall be governed by and construed in accordance
       with the laws of Germany without regard to its choice of law
       principles. The courts of the place of domicile of THOMAE shall
       have exclusive jurisdiction over all legal matters and proceedings
       hereunder.

13.5   Compliance with Laws.
       THOMAE shall perform the work hereunder in conformance with GMP, as
       applicable, and all German and/or EEC laws, ordinances and govern
       mental rules or regulations pertaining thereto.

13.6   Relationship
       THOMAE shall not incur any liabilities on behalf of MEDIMMUNE nor
       pledge the credit of MEDIMMUNE nor make any representations, or war
       ranties on behalf of MEDIMMUNE nor hold itself out to third parties
       as having any such rights.
       MEDIMMUNE shall not incur any liabilities on behalf of THOMAE nor
                                 (PAGE 16)
       pledge the credit of THOMAE nor make any representations, or
       warranties on behalf of THOMAE nor hold itself out to third parties
       as having any such rights.

13.7   Waiver.
       No waiver of any term, provision or condition of this Agreement
       whether by conduct or otherwise in any one or more instances shall
       be deemed to be or construed as a further or continuing waiver of
       any such term, provision or condition or of any other term,
       provision or condition of this Agreement.

13.8   Severability.
       If any provision of this Agreement is held to be invalid or
       unenforceable by a court of competent jurisdiction all other
       provisions shall continue in full force and effect. The parties
       hereby agree to attempt to substitute for any
       invalid or unenforceable provision a valid or enforceable provision
       which achieves to the greatest extent possible the economic legal
       and commercial objectives of the invalid or unenforceable
       provision.

13.9   Entirety.
       This Agreement, including any exhibits and appendices attached
       hereto and referenced herein and the Evaluation Agreement and the
       Interim Agreement, constitutes the full understanding of the
       parties and a complete and exclusive statement of the terms of
       their agreement, and no terms, conditions, understandings or
       agreements purporting to modify or vary the terms thereof shall be
       binding unless they are hereafter made in writing and signed by
       both parties.

13.10 Assignment.
       This Agreement shall be binding upon the successors and assigns of
       the parties and the name of a party appearing herein shall be
       deemed to include the names of its successors and assigns provided
       always that nothing herein shall permit any assignment by either
       party. However, THOMAE may assign this Agreement to an affiliated
       company taking over the operative biotech business of THOMAE and
       MEDIMMUNE may assign this Agreement in the case of a merger or
       acqusition or transfer of its assets related to this Agreement to a
       third party without the prior written consent of THOMAE.





                                 (PAGE 17)


IN WITNESS WHEREOF, the parties have caused this Agreement to be exe
cuted as of the Effective Date.
<TABLE>
<S>                     <C>                       <C>
MEDIMMUNE Inc.          DR. KARL THOMAE GMBH
                                         ppa.
BY:/S/David M. Mott     /s/Dr. Jacob              /s/ Dr. Michelberger
Title: President        Member of the Board       Head of Legal Department
Date:                   November 27, 1997

</TABLE>


Appendices:

Appendix 1   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 2   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 3   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 4   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 5   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 6   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 7   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 8   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 9   (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 10  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 11  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 12  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
Appendix 13  (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED)
























                                 (PAGE 18)