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                                                                  EXHIBIT 10.24


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Inter Institutional Agreement
SKI/Southern
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                          INTER-INSTITUTIONAL AGREEMENT
                                   (SK#3294)

         Effective on the ________ day of __________ , 1998 (the "Effective
Date"),

         SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH, a not-for-profit
corporation organized and existing under the laws of the State of New York, and
having a place of business located at 1275 York Avenue, New York, New York 10021
(hereinafter "SKI") and

         SOUTHERN RESEARCH INSTITUTE, a not-for-profit corporation organized
under the laws of the State of Alabama and having a place of business located at
2000 Ninth Avenue South, P.O. Box 55305, Birmingham, Alabama 35205 (hereinafter
"Southern"),

         hereinafter collectively referred to as the "Parties, or individually
as a "Party"

         in consideration of the mutual covenants contained herein, AGREE AS
FOLLOWS:

                                    ARTICLE 1
                            BACKGROUND & DEFINITIONS

s.1.1    The Parties to this agreement each have patents and/or patent
         applications relating to 2'-Fluoro-Arabinofuranosyl Purine Nucleoside
         technology including specific compounds, the synthesis of such
         compounds, and uses of such compounds as therapeutic treatments for
         cancer and other disease conditions, including:

         a.       "SKI Patents" defined as compounds 3,4, 5 & 6 of claim 2 and
                  compound 2 of claim 3 of U.S. Patent No. 4,751,221, issued
                  June 14, 1988 entitled, 2'-Fluoro-Arabinofuranosyl Purine
                  Nucleosides, and claim 1 of U.S. Patent No. 4,918,179 issued
                  April 17, 1990 entitled 2'-Fluoro-Arabinofuranosyl Purine
                  Nucleosides, and any conversions, continuations,
                  continuations-in-part, divisionals, foreign equivalents,
                  reissues, or other derivatives of these patents and patent
                  applications and matters that are the subject of these patents
                  and patent applications, (hereinafter referred to as "SKI
                  Patents"); and

         b.       "Southern Patents" defined as U.S. Patent 5,034,518 issued
                  July 23, 1991 entitled, 2'-Fluoro-9-(2-Deoxy-2-Fluoro-(Beta)-D
                  Arabinofuranosyl) Adenine Nucleosides, U.S. Patent 5,384,310
                  issued January 24, 1995 entitled 2'-Fluoro-2
                  Haloarabinoadinosines and Their Pharmaceutical Compositions,
                  and U.S. Patent 5,661,136 issued August 26, 1997 entitled
                  2-halo-2'-fluoro ARA adenosines as antinoplastic agents, and
                  any conversions, continuations, continuations-in-part,
                  divisionals, foreign equivalents, reissues, or other
                  derivatives of these patents and patent applications and
                  matters that are the subject of these patents and patent


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Inter Institutional Agreement
SKI/Southern
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             applications (hereinafter referred to as "Southern Patents").

s.1.2    "Technology" shall include Southern Patents and those SKI Patents
         (listed in Exhibit B of this Agreement) to the extent necessary to
         enable the practice of Southern Patents and SKI Patents issued in
         countries in which Southern Patents are not issued or pending.

s.1.3    Inventions described in SKI Patents were developed at SKI by Drs.
         Kyoichi A. Watanabe, Chung K. Chu, and Jack J. Fox, and inventions
         described in Southern Patents were developed at Southern by Drs. John
         A. Montgomery and John A. Secrist, III (hereinafter collectively
         referred to as "Inventors").

s.1.4    The Parties desire to provide for the development, utilization, and
         commercialization of the Technology through licensing activities or
         codevelopment activities.

s.1.5    "Confidential Information" means (i) any know-how, information or
         material in tangible form that is marked as confidential or proprietary
         by the furnishing party at the time it is delivered to the receiving
         party, and (ii) information that is disclosed orally, provided that
         such information is specifically identified by the disclosing party as
         Confidential Information; and provided further that any information
         that is disclosed orally be confirmed in written summary form by the
         disclosing party within thirty (30) days. The party who receives
         Confidential Information from the other party is referred to in this
         Agreement as the "Recipient", and the disclosing Party is referred to
         as the "Discloser".


                                    ARTICLE 2
                                    OWNERSHIP

s.2.1    The Parties have or shall have separate agreements with their
         respective Inventors, whereby their respective Inventors agree to
         assign all right, title and interest in Inventions to their
         institutions, and whereby the respective Inventors agree to cooperate
         with and assist their institutions in preparing, filing, prosecuting
         and maintaining patent applications and patents relating to Inventions
         throughout the world.

s.2.2    Each Party shall explicitly retain their respective rights and
         ownership it may have in Technology.


                                    ARTICLE 3
                                COMMERCIALIZATION

s.3.1    The Parties shall each cooperate to achieve the commercial utilization
         and exploitation of Technology and shall keep each other informed of
         all requests by third Parties concerning commercial utilization or
         exploitation.



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Inter Institutional Agreement
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s.3.2    The Parties warrant and represent that with respect to Technology they
         are under no obligation to anyone other than the inventors,
         contributors, and funding agencies.

s.3.3    Except as otherwise expressly set forth in this Agreement, each Party
         MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
         EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT
         RIGHTS CLAIMS, ISSUED OR PENDING, AND ABSENSE OF INFRINGEMENT OF OR BY
         RIGHTS OF OTHERS.

s.3.4    Each Party is unaware of any claims asserted against them by any third
         parties with respect to patent infringement or any other type of
         liability relevant to licensing of the Technology, which have not been
         disclosed to the other Party as of the Effective Date of this
         Agreement.


                                    ARTICLE 4
                                     GRANTS

s.4.1.   Upon execution of the codevelopment agreement between Southern and
         Eurobiotech Group, Inc. (hereinafter "Eurobiotech") shown in Exhibit A
         (hereinafter "Eurobiotech Agreement") by both Southern and Eurobiotech,
         SKI will have been deemed to have granted to Southern an exclusive,
         worldwide license to SKI's rights in the Technology, with the right to
         sublicense, to the extent necessary for Southern to fulfill its
         obligations under its license of the Technology to Eurobiotech Group,
         Inc.

s.4.2    Both SKI and Southern are free to use the Technology for their internal
         purposes in any way they deem fit, without informing the other party.


                                    ARTICLE 5
                               SHARING OF PROCEEDS

s.5.1    All proceeds received by Southern, including but not limited to cash or
         common stock payments, from the licensing or other commercial
         utilization of any portion of Technology pursuant to Articles 3 and 4,
         excluding fees for research & development, shall be apportioned
         seventy-five percent (75%) to Southern and twenty-five percent (25%) to
         SKI until the termination of Eurobiotech Agreement.

s.5.2    If Southern receives from Eurobiotech anything of value in lieu of cash
         payments, Southern shall share such payment with SKI according to
         Article 5.1, based on the fair market value of such payment on the date
         received by Southern, unless SKI waives in writing such payment
         obligation in part or in full.


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Inter Institutional Agreement
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s.5.3    Southern agrees to distribute to SKI it's share of royalty or other
         income in accordance with this Agreement, within thirty (30) days of
         receiving such payments. If distribution requires having shares of
         stock be put into SKI's name, Southern agrees to initiate such
         procedure within fifteen (15) days of receipt of such stock shares.
         Such payments shall be accompanied by a report from each licensee
         detailing the calculation of royalties or milestone payment being paid.
         Such payments shall show "Payment under Contract SK# 3294" on the check
         stub, and shall be sent to:
              Memorial Sloan-Kettering Cancer Center
              Office of Industrial Affairs
              1275 York Avenue
              New York, New York 10021
         Failure to pay such sums within thirty (30) days of receipt from
         licensee shall be considered a material breach of this Agreement and,
         after due notice according to Article 12, is sufficient grounds for
         termination of this Agreement with the non-paying Party.

s.5.4    Southern shall keep full, true and accurate records containing all
         particulars that may be necessary for the purpose of showing the
         proceeds paid. For the term of this Agreement, upon receipt of thirty
         (30) days prior written notice, Southern shall allow SKI or its agents
         to inspect such records for the purpose of verifying Southern's payment
         statements or compliance in other respects with this Agreement. Should
         such inspection lead to the discovery of a greater than five percent
         (5%) discrepancy in reporting to SKI's detriment, Southern agrees to
         pay the full cost of such inspection.

s.5.5    Southern agrees to copy SKI promptly with all material correspondence
         between Southern and Eurobiotech and to consult with Sloan-Kettering on
         all Southern decisions which may cost an estimated $1000 or more, or
         which may affect the value of the Technology or the income from the
         Technology by an estimated $1000 or more.


                                    ARTICLE 6
                          PATENT MANAGEMENT & EXPENSES

s.6.1    SKI shall be responsible for preparing, filing, prosecuting and
         maintaining SKI Patents. As of the Effective Date of the Eurobiotech
         Agreement, SKI shall maintain SKI Patent Rights until the expiration of
         such rights or the termination of this Agreement, whichever occurs
         first. SKI agrees to copy Southern on patent correspondence relating to
         SKI Patent Rights.

s.6.2    Southern shall be responsible for preparing, filing, prosecuting and
         maintaining Southern Patents. As of the Effective Date of the
         Eurobiotech Agreement, Southern shall maintain Southern Patent Rights
         until the expiration of such rights or the termination of this
         Agreement, whichever occurs first. Southern agrees to copy SKI on
         patent correspondence relating to Southern Patent Rights.

s.6.3    All costs and expenses associated with preparing, filing, prosecuting
         and maintaining


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Inter Institutional Agreement
SKI/Southern
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         all patent applications and patents relating to Technology shall be
         borne by the respective Party until the execution of the Eurobiotech
         Agreement. Upon signing the Eurobiotech Agreement, Southern shall be
         responsible for and pay all future costs and expenses incurred by SKI
         for the preparation, filing, prosecution, issuance, and maintenance of
         the SKI Patents. SKI or its outside patent counsel will submit invoices
         to Southern for such costs and expenses, and Southern shall pay the
         invoiced amount within sixty days (60) of the date of such invoice.

s.6.4    Failure to pay patent expenses shall be considered a material breach of
         contract and, after due notice according to Article 12, is sufficient
         grounds for termination of this Agreement with the non-paying Party.


                                    Article 7
                                    Interest

s.7.1    Southern shall pay to SKI interest on any amounts not paid when due.
         Such interest will accrue from the fifteenth (15th) day after the
         payment was due at a rate two percent (2%) above the daily prime
         interest rate, as determined by The Chase Manhattan Bank (N.A.) or its
         successor entity, on each day the payment is delinquent, and the
         interest payment will be due and payable on the first day of each month
         after interest begins to accrue, until full payment of all amounts due
         Sloan-Kettering is made.

s.7.2    SKI's rights to receive such interest payments shall be in addition to
         any other rights and remedies available to SKI.

s.7.3    If the interest rate required in this subsection exceeds the legal rate
         in a jurisdiction where a claim for such interest is being asserted,
         the required interest rate shall be reduced, for such claim only, to
         the maximum interest rate allowable in the jurisdiction.


                                    ARTICLE 8
                                 CONFIDENTIALITY

s.8.1    During the term of this Agreement and for a period of five years
         thereafter, the receiving party (hereinafter "Recipient") shall retain
         in confidence, and shall not disclose to a third party without the
         express written consent of the disclosing party (hereinafter
         "Discloser"), any Confidential Information disclosed under this
         Agreement, except for that Confidential Information which:

         a) was in the possession or control of the Recipient before it was
            received, as shown by written records;
         b) is available, or becomes available, to the public through no fault
            of Recipient or of any of Recipient agents or employees;
         c) is rightfully received from sources not bound by a similar
            confidentiality agreement


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Inter Institutional Agreement
SKI/Southern
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            with the Discloser, or
         d) is independently developed by Recipient without knowledge or use of
            the Confidential Information, as proven by competent evidence.

s.8.2    After receipt of written consent from Discloser to disclose
         Confidential Information to a third party, and prior to such
         disclosure, Recipient hereto shall obtain the written agreement of such
         third party, who is not otherwise bound by fiduciary obligations to
         Recipient, to hold in confidence and not make use of Confidential
         Information for any purpose other than those permitted by this
         Agreement. Recipient shall notify the other promptly upon discovery of
         any unauthorized use or disclosure of the Discloser's Confidential
         Information.

s.8.3    Nothing in this Agreement shall preclude SKI or Southern from making
         reports or disclosures required by the National Institutes of Health or
         any other organization which provided funds used for the research
         relating to Technology, or disclosing Confidential Information to the
         minimum extent required to comply with court orders, regulations or
         statutes.

                                    ARTICLE 9
                              PATENT INFRINGEMENT

s.9.1    If any Party becomes aware of any infringement of a patent covered by
         this Agreement, it shall notify and discuss with the other Party what
         action is required to terminate such infringement. Each Party shall
         have the option of taking action against any third party infringer of
         their respective patent rights. If both Parties agree to act against
         the infringement jointly, they shall share equally in the expenses and
         disbursements in connection with such action and shall also share
         equally all monies received as a result of such action. If one Party
         does not agree to join in the action against infringement, the other
         Party will have the right to prosecute a patent infringement action at
         their sole expense, and shall be entitled to retain all monies
         recovered.

s.9.2    If the Eurobiotech Agreement has been executed at the time the Parties
         become aware of any such infringement, Eurobiotech may join in such
         action against any third party infringer as specified in the
         Eurobiotech Agreement. In that event one or both Parties may elect not
         to join in the action against the third party infringer as specified in
         the Eurobiotech Agreement without being penalized according to Article
         9.1.

                                   ARTICLE 10
                                INVENTORS SHARES

s.10.1   This Agreement does not preclude inventors from receiving from their
         respective institutions their share of royalty income and such other
         benefits, if any, specified under the respective patent policies of
         each of the Parties or under such other


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Inter Institutional Agreement
SKI/Southern
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        agreements that may exist between inventors and their respective
        institutions. No Party shall be responsible for the other Parties'
        obligations to their inventors.


                                   ARTICLE 11
                                NON-USE OF NAMES

s.11.1   Neither Party shall use the names of the other Party, nor any of its
         Affiliates, employees, nor any adaptation thereof, in any advertising,
         promotional or sales literature without prior written consent obtained
         from the other Party in each case.


                                   ARTICLE 12
                              TERM AND TERMINATION

s.12.1   This Agreement shall remain in effect from the Effective Date until the
         last to occur of: (a) the expiration of the last to expire of SKI
         Patents and Southern Patents, (b) the expiration of the Eurobiotech
         Agreement, (c) termination according to s.12.2 of this Agreement, or
         (d) by mutual agreement of the parties expressed in writing.

s.12.2   Failure by any Party to comply with any of the material obligations and
         conditions contained in this Agreement shall entitle the other Party to
         give written notice requiring it to cure such default. If such default
         is not cured within sixty (60) days after receipt of such notice, the
         notifying Party shall be entitled (without prejudice to any of its
         other rights conferred on it by this Agreement) to terminate this
         Agreement with the defaulting Party by giving notice to take effect
         immediately.

s.12.3   Provisions of Article 8, and any other obligation incurred by a Party
         during the term of this Agreement shall survive termination.


                                   ARTICLE 13
                                  SEVERABILITY

s.13.1   If one or more of the provisions of this Agreement shall be held to be
         invalid, illegal, or unenforceable in any respect, the validity,
         legality, and enforceability of the remaining provisions shall not in
         any way be affected or impaired thereby, provided that the intent of
         the Parties in entering into the Agreement is not materially affected
         thereby.


                                   ARTICLE 14
                                    NOTICES

s.14.1   Any communication required or permitted under this Agreement shall be
         made in writing and sent to such Party, postage prepaid, addressed to
         it as set out below, or as it shall subsequently designate by notice to
         the other Party. However, if the communication involves an alleged
         breach of this Agreement or a cancellation of this

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Inter Institutional Agreement
SKI/Southern
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         Agreement, such communication shall be sent by registered or certified
         mail or other means providing proof of delivery, and also communicated
         by telephone as promptly as possible. Communications or notices shall
         be addressed as follows:

         In the case of SKI, the communication or notice shall be addressed to:
                    Sloan-Kettering Institute for Cancer Research
                    1275 York Avenue
                    New York, New York 10021
                         Attention: James S. Quirk
                                    Senior Vice President
                                    Research Resources Management

         In the case. of Southern, the communication or notice shall be
         addressed to:

                    Southern Research Institute
                    2000 Ninth Avenue South
                    P.O. Box 55305
                    Birmingham, Alabama 35255-5305
                    Attention: President


                                   ARTICLE 15
                                 GOVERNING LAW

s.15.1   This Agreement shall be governed by and construed in accordance with
         the laws of the State of New York.


                                   ARTICLE 16
                                ENTIRE AGREEMENT


s.16.1   This instrument contains the entire Agreement between the Parties
         hereto and supersedes all prior Agreements with respect to Technology.
         Any modifications of this Agreement to be effective must be in writing
         and signed by all Parties.


                                   ARTICLE 17
                                 INDEMNIFICATION

s.17.1   Southern, and any sublicensee of rights granted under this Agreement,
         including Eurobiotech, shall at all times during the term of this
         Agreement and thereafter, indemnify, defend and hold SKI, its Board of
         Managers, officers, employees and affiliates, harmless against all
         claims and expenses, including legal expenses and reasonable attorneys'
         fees, arising out of the death of or injury to any person or persons or
         out of any damage to property and against any other claim, proceeding,
         demand, expense and liability of any kind whatsoever resulting from the
         production, manufacture, sale, use, lease, consumption or advertisement
         of the Licensed

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Inter Institutional Agreement
SKI/Southern
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         Product(s) and/or Licensed Process(es) or arising from any obligation
         of LICENSEE hereunder, except for any injuries, losses or damages that
         specifically result from the gross negligence or willful misconduct of
         SKI.


                                   ARTICLE 18
                            MISCELLANEOUS PROVISIONS

s.18.1   Each Party hereby acknowledges that the rights and obligations of this
         Agreement are subject to the laws and regulations of the United States
         relating to the export of products and technical information. Without
         limitation, each Party shall comply with all such laws and regulations.

s.18.2   This Agreement shall not be construed to grant any license or other
         rights to either party in any patent rights, know-how, or other
         technology of the other party, except as expressly provided in this
         Agreement.

s.18.3   Neither party shall assign its rights or obligations under this
         Agreement, in whole or in part, by operation of law or otherwise,
         without the prior written consent of the other, except to successor to
         all or substantially all of the party's assets or business operations
         relating to the intellectual property that is the subject of this
         Agreement. Any purported assignment in violation of this article shall
         be null and void.

s.18.4   The waiver by either party hereto of any right hereunder or of the
         failure to perform or of a breach by the other party shall not be
         deemed a waiver of any other right hereunder or of any other breach or
         failure by said other party whether of a similar nature or otherwise.

s.18.5   This Agreement may be executed in two or more counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have used this Agreement to be duly executed as
of the Effective Date.


Sloan-Kettering Institute for Cancer           Southern Research Institute
Research


By:                                            By:
   --------------------------------               ---------------------------
Name: James S. Quirk                           Name:
Title: Senior Vice President                   Title:
       Research Resources Management


  Date:                                        Date:
       ------------------, 1988                     ------------------, 1988




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Inter Institutional Agreement
SKI/Southern
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                                    EXHIBIT B



SKI Patents

         United States Patent Number 4,751,221 issued June 14, 1988
         United States Patent Number 4,918,179 issued April 17, 1990
         Canadian Patent Number 1,271,192 issued July 3, 1990
         EPO Patent Number 0219829 issued December 30, 1992 in Germany, France,
            and the United Kingdom
         Japanese Patent Number 1998734 issued December 5, 1995


Southern Patents

         United States Patent Number 5,034,518 issued July 23, 1991
         United States Patent Number 5,384,310 issued January 24, 1995
         United States Patent Number 5,661,136 issued August 26, 1997
         European Patent Number 0473708 issued January 15, 1997 in France,
            Germany, Great Britain, Italy, Netherlands, Spain, Sweden, and
            Switzerland
         European Patent Application Serial Number 92912163.0 filed May 7, 1992,
            designating Austria, Belgium, Germany, Greece, France, Italy,
            Luxembourg, Monaco, Netherlands, Spain, Sweden, Switzerland, and
            the United Kingdom.
         Japanese Patent Application Serial Number 2-508789 filed May 23, 1990
         Japanese Patent Application Serial Number500121/1993 filed May 7, 1992
         Canadian Patent Application Serial Number 2,102,782 filed May 7, 1992