EXHIBIT 10.7

                                     CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
                                  FOR THE INFORMATION OMITTED IN THIS DOCUMENT
                                   PURSUANT TO RULE 24B-2 UNDER THE SECURITIES
                                             EXCHANGE ACT OF 1934, AS AMENDED.








                            DEVELOPMENT AND EXCLUSIVE

                             DISTRIBUTION AGREEMENT

                                     BETWEEN

                                  DEBIOTECH SA

                                       AND

                                   IMED CORP.


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                DEVELOPMENT AND EXCLUSIVE DISTRIBUTION AGREEMENT



Between
            DEBIOTECH SA, a corporation organized and existing
            under the laws of Switzerland, with its principal
            office at:
            17 rue des Terreaux, CP82
            CH - 1000 LAUSANNE 9
            Switzerland
            (hereinafter referred to as:  "DEBIOTECH")
                                                              on the one hand,

And
            IMED Corp., a corporation organized and existing under
            the laws of Delaware, with its principal office at:
            9775 Businesspark Avenue
            SAN DIEGO, CA  92131-1699
            USA
            (hereinafter referred to as:  "IMED")
                                                            on the other hand.

WHEREAS

DEBIOTECH is an independent and autonomous company active in the development and
industrialization of new technologies for the medical field and is the holder of
all distribution rights in a patented technology (US Patent No. 5.044.902, dated
Sept. 3rd. 1991, and extensions in various countries listed in Enclosure 1) for
the parenteral administration of Medical Fluids (as defined hereafter) by means
of a disposable peristaltic cassette with rollers, connectable to a pump.
DEBIOTECH has further developed a new miniaturized Pump (as defined hereafter)
and a corresponding Cassette (as defined hereafter), which are manufactured by
third parties for DEBIOTECH exclusively. DEBIOTECH has also filed applications
for several patents covering the Pump and the Cassette as set forth on Enclosure
2. Furthermore, DEBIOTECH has already licensed the Product (as defined
hereafter) for the Field of Application (as defined hereafter) in Europe.

IMED is an independent and autonomous company, active in the commercialization
of pumps for the medical field, which expressed an interest in acquiring the
exclusive rights to use, market, sell, lease and distribute the Product for the
parenteral administration of Medical Fluids.

DEBIOTECH and IMED have signed, on February 27th 1992, and on October 21st 1993
(as extended on February 10, 1995), Non Disclosure Agreements regarding the
Product.

The subject matter of this Agreement is the further development of the Product
for the Territory (as defined hereafter) and the granting of an exclusive
distribution right in the Territory fothe Product to IMED, subject to certain 

<PAGE>

conditions and limitations.


NOW THEREFORE IN CONSIDERATION OF THE FOREGOING AND THE COVENANTS AND
UNDERTAKINGS HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:


ARTICLE 1:  DEFINITIONS

Unless otherwise indicated, references to Exhibits, Enclosures, Schedules and
the like refer to those Exhibits, Enclosures, and Schedules attached hereto and
references to Articles refer to the Articles hereof.

As used herein, the following words shall have the meanings herein specified and
defined terms in this Agreement shall include both the singular and plural forms
and the past, present and future tenses thereof.

      -"Accessories": any additional or optional equipment and/or accessory
      specifically developed : (i) for the Product's use; or (ii) to be used
      specifically with the Product in the Field of Application (including as
      examples but not limited to belt clip, pole/bed fixation module,
      Cassette/Reservoir Module, Cassette/Reservoir Module Housing, single
      and/or multiple charger, shoulder strap fixation module, etc...), some of
      these Accessories being described in Enclosure 3 as examples.

      -"Accessory Net Proceeds of Sale": the total actual invoice prices
      (including royalty income, if any) of each type of Accessory (other than
      any Cassette/Reservoir Module) shipped and invoiced by IMED or by any of
      its Affiliates (to the extent actually collected) in any Contract Year,
      less the following documented items (whether or not shown on such
      invoice): (a) governmental license and governmental permit fees, sales,
      excise, value added and similar taxes levied on the purchase, sale or
      resale of such Accessory; (b) customary trade or quantity discounts and
      rebates actually allowed; (c) returns of the same Accessory for credit or
      refund; and (d) freight, transportation and related transportation
      insurance and handling costs to move Accessories to IMED and, provided
      such costs are paid by IMED and not reimbursed, from IMED to its
      customers, provided however, Accessories given away by IMED or sold below
      transfer price from DEBIOTECH to IMED for marketing or other purposes
      shall be excluded from the calculation. In the event of bundled sales or
      other sales where the true sales price of an Accessory is not readily
      determinable, the price used shall be the price determined in accordance
      with IMED's accounting policies and procedures regarding such sales,
      consistently applied (examples of which are contained in Schedule 1
      hereto).


<PAGE>
      -"Act": The Food, Drug and Cosmetics Act (21 U.S.C. Section 301 et seq.)
      and the regulations promulgated thereunder, as the same may be amended
      from time to time.

      -"Affiliate": Any Person that directly, or indirectly through one or more
      intermediaries, Controls, or is Controlled by, or is under common Control
      with the Party specified and for so long as they are Controlling, or
      Controlled by, or under common Control with the Party specified.

      -"Agreement": shall mean this Development and Exclusive Distribution
      Agreement between DEBIOTECH and IMED.

      -"Authorized Person": any Third Person authorized to market, sell, lease
      or distribute any Product or Accessory.

      -"Business Day": any day which is not a Saturday, Sunday, legal holiday or
      day on which banking institutions are authorized or required to remain
      closed in Zurich, Lausanne or New York City.

      -"Cassette": the disposable peristaltic cassette with rollers, connectable
      to a Pump, which is described in Enclosure 4 and which is protected by the
      Cassette Patent, together with all Improvements made thereto pursuant to
      Article 5.10.

      -"Cassette Net Proceeds of Sale": the total actual invoice prices
      (including royalty income, if any) of the Cassettes, Cassette Sets and
      Cassette/Reservoir Modules shipped and invoiced by IMED or by any of its
      Affiliates (to the extent actually collected) in any Contract Year, less
      the following documented items (whether or not shown on such invoice): (a)
      governmental license and governmental permit fees, sales, excise, value
      added and similar taxes levied on the purchase, sale or resale of such
      Cassettes, Cassette Sets and Cassette/Reservoir Modules; (b) customary
      trade or quantity discounts and rebates actually allowed; (c) returns of
      the same for credit or refund; and (d) freight, transportation and related
      transportation insurance and handling costs to move Cassettes,
      Cassette/Reservoir Modules and Cassette Sets to IMED and, provided such
      costs are paid by IMED and not reimbursed, from IMED to its customers,
      provided however, that Cassettes, Cassette Sets and Cassette/Reservoir
      Modules given away by IMED or sold below transfer price from DEBIOTECH to
      IMED for marketing or other purposes shall be excluded from the
      calculation. In the event of bundled sales or other sales where the true
      sales price of the Cassette, Cassette Set or Cassette/Reservoir Module is
      not readily determinable, the price used shall be the price determined in
      accordance with IMED's accounting policies and procedures regarding such
      sales, consistently applied (examples of which are contained in Schedule 1
      hereto).


<PAGE>
      -"Cassette Patent": US Patent No. 5.044.902 dated Sept. 3rd 1991 and/or
      its extensions, divisions, continuations, continuations-in-part,
      re-examinations and reissues of the foregoing listed in Enclosure 1.

      -"Cassette/Reservoir Module": the bag reservoir filled or capable of being
      filled with Medical Fluid attached or to be attached to a Cassette (and
      any other components, as the case may be), to be manufactured by IMED,
      together with all Improvements made thereto pursuant to Article 5.10

      -"Cassette/Reservoir Module Housing": the casing (an example of which is
      pictured and described on Enclosure 10 hereto) which will: (i) house the
      Cassette/Reservoir Module; and (ii) connect to the Pump so as to create a
      single integrated unit including both the Pump and the housing for the
      Cassette/Reservoir Module, to be manufactured by DEBIOTECH, together with
      all Improvements made thereto pursuant to Article 5.10.

      - "Cassette Set" any and all sets (such as a sterile tubing set,
      pre-assembled to the Cassette), provided that they are containing a
      Cassette, which are put on the market by an IMED Related Person.

      -"Change": a modification, change, supplement or addition (but not
      including any clarification), to or with respect to, any Specification
      Document and/or Project Plan which is not contemplated in such
      Specification Document and/or Project Plan: (i) as of the Effective Date
      with respect to Pump v.1; and (ii) for the Pump v.2, from the date of
      approval by the Development Committee of the Project Plan for Pump Version
      2 and/or Specification Document 2.

      -"Change of Control": shall be deemed to have occurred at such time as any
      Third Person (other than Advanced Medical, Inc. ("AM"), and their
      respective Affiliates), together with its Affiliates, takes Control of
      IMED; provided, however, that a Change in Control shall not result from:
      (i) any stock transfers within the immediate family of Jeffry M. Picower
      or among any of IMED's Affiliates; or (ii) a public sale of stock of IMED
      or AM so long as IMED is not thereafter Controlled by a Third Person.

      -"Confidential Information": all secret, confidential information or
      proprietary information which is disclosed by one Party during the term of
      this Agreement or prior thereto including, without limitation, to the
      extent secret, confidential or proprietary, manufacturing know-how,
      materials, data, program software, security features and/or methods,
      technical data and/or results, patents, trademarks, licenses, agreements,
      development programs, marketing strategies, business plans, explanations,
      financial information, specifications, manufacturing procedures,
      evaluation standards, assembly and/or production information, quality
      information and/or controls, stability data, medical evaluations,
      submissions to official agencies and/or any other information relating

<PAGE>
      to the Product and/or Accessories, their development, improvement,
      manufacturing and/or distribution thereof. Confidential Information shall
      not include any information which the receiving Party can show: (a) was
      generally available to the public before the date of receipt by the
      receiving Party; (b) has become generally available to the public after
      the date of receipt by the receiving Party without the assistance or fault
      of the receiving Party; (c) the receiving Party was in possession of
      before its disclosure by the disclosing Party and the Confidential
      Information was not acquired directly or indirectly from the disclosing
      Party; or (d) has been disclosed or made available lawfully to the
      receiving Party at any time by a third party who was not itself required
      to hold it in confidence. The Party wishing to take advantage of any of
      the exceptions (a) to (d) hereabove shall bear the burden of proving that
      the exception applies.

      -"Confirmed Date": as defined in Article 10.1(b).

      -"Contract Year": yearly period starting from the first January 1st after
      the First Introduction Date in the first country of the Territory or any
      anniversary thereof. The first Contract Year shall be the partial year
      starting from the beginning of the first Quarter beginning after such
      First Introduction Date.

      -"Contrast Media": all substances dedicated to medical diagnostic through
      imaging techniques (e.g. Omnipaque(R), Ultravist(R), etc...) or similar
      substances.

      -"Control": the power to, directly or indirectly, direct or cause the
      direction of the management and policy of a Person, whether through
      ownership of voting securities, by contract, by beneficial ownership or
      otherwise.

      -"Cost Price": the cost price of IMED Group for the Cassette Set and/or
      the empty or prefilled Cassette/Reservoir Module determined in accordance
      with IMED's accounting policies and procedures consistently applied.

      -"Country Year": yearly period for a given country starting from the
      beginning of the first Quarter beginning after the First Introduction Date
      in said country or any anniversary thereof.

      -"DEBIOTECH Group": DEBIOTECH and its Affiliates.

      -"DEBIOTECH Related Person": any member of the DEBIOTECH Group and any
      Authorized Person by DEBIOTECH.

      -"DEBIOTECH Trademarks": (i) the trademarks listed in Enclosure 9A; and
      (ii) any other trademarks now or in the future owned or licensed by
      DEBIOTECH for the Product which, in either case, DEBIOTECH has elected to
      use for a Product or Accessory in the Territory.

<PAGE>

      -"Development Committee": as defined in Article 5.1.

      -"Development Cost": a sum equal to (i) any and all direct material and
      labor costs and expenses incurred by DEBIOTECH in connection with the
      development of an Improvement and its manufacturing process, including,
      but not limited to, any new Manufacturing Equipment (to the extent not
      excluded pursuant to Article 5.10(a)) necessary for the production of such
      Improvement and any necessary components, prototypes, samples and the
      like, thereof; plus (ii) [CONFIDENTIAL TREATMENT REQUESTED] of such labor
      costs and expenses and [CONFIDENTIAL TREATMENT REQUESTED] of such
      materials (excluding new Manufacturing Equipment) costs and expenses.

      -"Distributor": a wholesaler or other Third Person who purchases for
      resale or other further distribution, but shall not include any Third
      Person acquiring the Product, Cassette/Reservoir Module or any other
      Accessory pursuant to Article 3.3. A Distributor appointed by IMED is a
      "sub-Distributor".

      -"Effective Date": the latest date of signature set forth below.

      -"Epidemic Failure": any material defect which occurs during the normal
      expected life (e.g. the operating life or shelf life contemplated in the
      Specifications Documents) of a Product or Accessory and which is not due
      to normal wear and tear, misuse or incorrect handling, affecting the
      safety or intended use or operation of the Product or an Accessory and
      involving an entire production lot or other substantial number of any such
      Product or Accessory, whether or not such Product or Accessory is subject
      to recall pursuant to Article 11.3(a) or 11.3(b). A defect related to any
      component which is not warranted by its manufacturer (such as the
      rechargeable batteries) shall not be considered an Epidemic Failure.

      -"Exclusive Distribution Right": the exclusive right to use, market, sell,
      lease and distribute the Product and Accessories in the Territory, limited
      to the Field of Application.

      -"Failure Event": the occurrence of a Failure Event 1A or Failure Event 2,
      as the case may be.

      -"Failure Event 1A": means any of the following: (i) the Pumps delivered
      by DEBIOTECH pursuant to section (e) of the Project Plan for Pump Version
      1A do not satisfy the protocol contemplated in section (f) entitled
      "Version 1A 35 Unit Delivery" and would require major work and changes to
      satisfy to such section (f) (as determined by tests conducted, at IMED's
      request and cost within sixty days after receiving the corresponding
      samples, by an independent official technical agency agreed by both
      Parties and bound vis a vis DEBIOTECH by adequate confidentiality
      obligations); (ii) DEBIOTECH does not satisfy the requirements of section
      (c) of Project Plan for Pump Version 1A entitled "510K Filing"; 

<PAGE>
      (iii) FDA 510k Market Approval for such Pump v.1A or Cassette does not
      occur within [CONFIDENTIAL TREATMENT REQUESTED] after the submission of
      the 510k application with respect to the products contemplated in Project
      Plan For Pump Version 1A to the FDA; or (iv) Product Availability of such
      Pump v.1A and Cassette in the USA does not occur within [CONFIDENTIAL
      TREATMENT REQUESTED] of such FDA Market Approval. No Failure Event 1A can
      occur after the date of Product Availability.

      -"Failure Event 2": means any of the following: (i) DEBIOTECH does not
      satisfy the "Acceptance Testing and Completion of the Version 2"
      requirements established in accordance with section (j) of Project Plan
      for Pump Version 1A and would require major work and changes to satisfy to
      such item 5 (as determined by tests conducted, at IMED's request and cost
      within sixty days after receiving the corresponding samples, by an
      independent official technical agency agreed by both Parties and bound vis
      a vis DEBIOTECH by adequate confidentiality obligations); (ii) DEBIOTECH
      does not satisfy the "510K Filing" requirements established in accordance
      with section (j) of Project Plan for Pump Version 1A; (iii) FDA 510k
      Market Approval for such Product or Cassette does not occur within
      [CONFIDENTIAL TREATMENT REQUESTED] after the submission of the 510k
      application with respect to the products contemplated in Project Plan For
      Pump Version 2 to the FDA; or (iv) Product Availability of such products
      in the USA does not occur within [CONFIDENTIAL TREATMENT REQUESTED] of
      such FDA Market Approval. No Failure Event 2 can occur after the date of
      Product Availability.

      -"FDA": United States Food and Drug Administration and any successor
      thereto.

      -"Field of Application": is limited to the field of parenteral
      administration of Medical Fluids in the human body. In particular, the
      Field of Application does not include the enteral administration of
      Medical Fluids, nor hemo or peritoneal dialysis, nor plasmapheresys, nor
      extracorporeal circulation nor the enteral and/or parenteral
      administration of Contrast Media, nor the aerosol inhalation and/or
      nebulization of Medical Fluids, nor any use in veterinary therapy and/or
      any laboratory use. The Field of Application does also not include the
      particular use described hereafter in Article 3.1.

      -"Firm Order": as defined in Article 10.1(a).

      -"First Introduction Date": for each country in the Territory, the day of
      the first market introduction of the Product in said country but, in any
      event, not later than the latest date between (i) [CONFIDENTIAL TREATMENT
      REQUESTED] after the Market Approval in said country and (ii) the Product
      Availability for said country.

      -"Force Majeure":  as defined in Article 19.1 hereof.

<PAGE>

      -"Good Manufacturing Practice": the applicable current good manufacturing
      practice promulgated from time to time by the FDA in accordance with the
      Act, including those set forth in 21 CFR Part 820.

      -"Gross Margin": for any annual accounting period, the sum of Accessory
      Net Proceeds of Sales, Cassette Net Proceeds of Sales and Pump Net
      Proceeds of Sales, minus IMED Group's aggregate cost of such Accessories,
      Cassettes and Pumps included in the calculation in the respective Net
      Proceeds of Sale and sold (i.e. the transfer price from DEBIOTECH to IMED
      or Cost Price, as the case may be, of such Accessories, Cassettes and
      Pumps, plus up to an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] of
      such transfer price for Pumps and Accessories to cover material handling
      and overhead costs calculated in accordance with IMED's accounting
      policies and procedures consistently applied).

      -"IMED Group": IMED and its Affiliates.

      -"IMED Related Person": any member of the IMED Group and any Authorized
      Person by IMED.

      -"IMED Trademarks": (i) the trademarks listed in Enclosure 9B; and (ii)
      any other trademarks now or in the future owned or licensed by IMED for
      the Product which, in either case, IMED has elected to use for a Product
      or Accessory in the Territory.

      -"Improvement": (i) any enhancement of a Product or Accessory that permits
      such Product or Accessory to perform its function in a better or more
      useful way; and/or (ii) any New Accessory, but excluding any New
      Development and any New Competing Product.

      -"Index": the manufacturing index known as the "PSD C Indice des Produits
      et Services Divers C" published on a periodic basis by the French
      I.N.S.E.E. or, in the event that such Index shall cease to be published in
      France (or in the event that DEBIOTECH were to transfer manufacturing to a
      country other than France) such successor index or substitute index mostly
      closely similar to the Index for such manufacturing in such country.

      -"Intellectual Property": any intellectual property including, but not
      limited to, inventions, patents, patent applications, copyrights,
      copyright applications, trade secrets, know-how, formulas, compositions of
      matter, software, designs and other intellectual property rights related
      thereto, including any foreign counterparts to any of the above.

      -"Manufacturing Information": as defined in Article 10.5(c).

      -"Manufacturing Equipment": all molds, machinery and equipment owned and
      used by DEBIOTECH in the manufacture of the Products and Accessories, 

<PAGE>
      including, without limitation, all molds, machinery and equipment used in
      the manufacture of the foregoing contained in the manufacturing facilities
      of Plastic Omnium and SAGEM located at La Verpilliere, France and
      Montlucon, France, respectively, or any other location, as the case may be
      at the Effective Date. Any new equipment, mold or machinery after the
      Effective Date shall be called a "new Manufacturing Equipment".

      -"Market Approval": for a given country, the approval given or issued by
      the relevant government agency in such country (e.g. FDA in the USA) which
      is necessary to market and sell the Product in such country.

      -"Medical Fluids": total parenteral nutrition fluids, large volume
      parenteral fluids, small volume solutions, blood and blood products,
      parenteral nutritional additives, premixed intravenous solutions, drug
      fluids and other fluids administered for medical purposes, with the
      exception of Contrast Media fluids, dialysis fluids used in connection
      with dialysis equipment and washing fluids.

      -"Minutes": as defined in Article 5.1.

      -"New Accessories": Accessories not included in Article 8.1(d).

      -"New Competing Product": any new product which includes a pump using a
      disposable administration set other than any Product, Improvement or New
      Development, which is not commercially available at the Effective Date,
      which is not depending on the Cassette Patent and which addresses the
      Field of Application .

      -"New Development": any new development of the Product for the Field of
      Application still depending on the Cassette Patent, which both: (i) would
      include substantial material differences from the Pump and the Cassette
      including without limitation, operation and market differences, and which
      would include at least one new patent protection applied for by DEBIOTECH
      or for which DEBIOTECH is the holder of all relevant rights in the Field
      of Application; and (ii) is not intended to replace or directly compete
      with the Product in the Field of Application.

      -"Packaging Specifications": as defined in Article 10.3(e).

      -"Party": either IMED or DEBIOTECH, as the case may be.

      -"Patents": any and all patents covering the Product and/or Accessories in
      any country of the Territory and for which DEBIOTECH is the holder of all
      relevant rights in the Field of Application.

      -"Person": any individual or entity, whether a natural person, trustee,
      corporation, general partnership, limited partnership, limited liability
      company or partnership, joint stock company, trust, unincorporated 

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      organization, bank, business association, firm, joint venture,
      governmental agency or otherwise.

      -"Prime Rate": the current official prime rate charged to its best
      customers in US$ of the Citibank in New York .

      -"Product": Cassettes and/or Pumps.

      -"Product Availability": with respect to any Product, that point in time
      as of which both: (i) all necessary Market Approvals for such Product have
      been obtained; and (ii) DEBIOTECH delivers the Initial Firm Order for such
      Product in accordance with Article 10.2 (or is otherwise deemed to have
      occurred as provided in Article 10.2) and at such time it then has the
      capability to continue normal supply.

      -"Project Plan For Pump Version 1A": the development plan for the Pump
      v.1A, the related Cassette, the Cassette/Reservoir Module Housing and the
      related Accessories, attached hereto as Enclosure 11.

      -"Project Plan For Pump Version 2": the development plan referred to in
      section (j) of the Project Plan for Pump Version 1A.

      -"Project Plans": the Project Plan For Pump Version 1A and the Project
      Plan For Pump Version 2.

      -"Proposal Data": as defined in Article 5.10(a).

      -"Pump": all of the reusable miniaturized programmable pumps which are
      described in the Specification Documents and in which the Cassette is to
      be inserted and used once with a single patient, together with all
      Improvements thereto made by DEBIOTECH pursuant to Article 5.10.

      -"Pump Net Proceeds of Sale": the total actual invoice prices (including
      royalty income, if any) of each type of Pump (excluding Refurbished Pumps)
      shipped and invoiced by IMED or by any of its Affiliates (to the extent
      actually collected) in any Contract Year, less the following documented
      items (whether or not shown on such invoice): (a) governmental license and
      governmental permit fees, sales, excise, value added and similar taxes
      levied on the purchase, sale or resale of such Pump; (b) customary trade
      or quantity discounts and rebates actually allowed; (c) returns of the
      same Pump for credit or refund; and (d) freight, transportation and
      related transportation insurance and handling costs to move Pumps to IMED
      and, provided such costs are paid by IMED and not reimbursed, from IMED to
      its customers provided however, Pumps given away by IMED or sold below
      transfer price from DEBIOTECH to IMED for marketing or other purposes
      shall be excluded from the calculation. In the event of bundled sales or
      other sales where the true sales price of the Pump is not readily
      determinable, the price used shall be the price determined in accordance
      with IMED's accounting policies and procedures regarding such sales

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      consistently applied (examples of which are contained in Schedule 1
      hereto).

      -"Pump v.1": the Pump which is described in the TUV Approval.

      -"Pump v.1A": the Pump which is described in the Specification Document 1A
      under the heading "Version 1A".

      -"Pump v.2": the Pump which is described in the Specification Document 2
      under the heading "Version 2".

      -"Quality Control Procedures": shall mean all of the Quality and Validity
      Testing Procedures For Pump v.1A and the Quality and Validity Testing
      Procedures for Pump v.2 and any other quality control procedures developed
      by the Development Committee pursuant to Article 5.

      -"Quarter": each three months period of each calendar year, commencing
      January 1st, April 1st, July 1st and October 1st respectively.

      -"Recall Amount": an amount corresponding to [CONFIDENTIAL TREATMENT
      REQUESTED] of the transfer price at which those Products, Accessories
      and/or Spare Parts subject to recall as contemplated in Articles 11.3,
      were sold by DEBIOTECH to IMED, reduced by any amounts previously paid by
      DEBIOTECH in respect of such Products, Accessories and/or Spare Parts
      pursuant to the foregoing Article.

      -"Recall Insurance Policy": the insurance policy, if available, procured
      by DEBIOTECH as defined in Article 20.3(c) .

      -"Recall Order": as defined in Article 11.3(a) .

      -"Refurbished Pumps": Pumps which are taken back by IMED from a customer,
      reconditioned or modified and then sold or leased by IMED in a new
      transaction (as the case may be, with Spare Parts acquired from
      DEBIOTECH); provided, however, that an extension or renewal of any leased
      Pump or any sale of such Pump to the lessee thereof shall not constitute a
      new transaction.

      -"Shipment Date": as defined in Article 10.1(b).

      -"Software Changes": modifications to the user interface of a Pump through
      the implementation of programming changes to the software for such Pump.

      -"Spare Parts": those parts and components necessary to repair, refurbish,
      recondition, maintain and service the Products and Accessories.

      -"Specification Document 1A": the document setting out product
      specifications relating to Pump v.1A and Cassette attached hereto as 

<PAGE>
      Enclosure 5A, which may be amended from time to time pursuant to Article
      5.

      -"Specification Document 2": the document setting forth product
      specifications relating to Pump v.2 and Cassette attached hereto as
      Enclosure 5B, which may be amended from time to time pursuant to Article
      5.

      -"Specification Documents": Specification Document 1A and Specification
      Document 2.

      -"Standby Agreement": as defined in Article 10.5(a).

      -"Standby License": as defined in Article 10.5(b).

      -"Sustaining Engineering Activities": all day to day activities in
      connection with the manufacture of a product, accessory or device and the
      processes of manufacturing the same, normally engaged in by a manufacturer
      of a product, accessory or device.

      -"Technology": all Intellectual Property relating to any Product or
      Accessory in the Field of Application in which DEBIOTECH has rights,
      including, without limitation, the Patents together with all patent
      applications and all divisions, continuations, continuations-in-part,
      re-examinations and reissues of any of the foregoing.

      -"Territory": the countries and all successor countries comprising the
      geographical territory of the countries in North and Central America
      listed in Enclosure 7.

      -"Third Person": any Person other than IMED, DEBIOTECH and their
      respective Affiliates.

      -"TUV": Technische Uberwachungs Verein.

      -"TUV Approval": TUV approval in Germany for the Pump v.1 (Enclosure 6) .

      -"USA": the United States of America.

      -"US$": US dollar.


ARTICLE 2:  EXCLUSIVE DISTRIBUTION RIGHT

2.1   Grant of Distribution Right. DEBIOTECH hereby grants to IMED, which
      accepts, the exclusive right to use, market, sell, lease and distribute
      the Product and Accessories in the Territory, limited to the Field of
      Application. This Exclusive Distribution Right may be exercised solely by
      IMED directly or through its Affiliates in the USA (except as provided
      below) and by IMED directly or through its Affiliates or Third Person
      sub-Distributors in the other countries of the Territory, provided that
      IMED has informed DEBIOTECH of each of their name(s) together with the
      list of countries concerned for each of them prior to their appointment

<PAGE>
      
      by IMED and provided further that IMED remains primarily liable for all
      such Affiliates and/or Third Person sub-Distributors with respect to all
      obligations hereunder.

      As an exception to the general rule for the USA, IMED may distribute
      through Third Person sub-Distributors in limited cases where it is
      commercially reasonable under the circumstances and in areas of the USA in
      which, and with sub-Distributors through which, IMED uses sub-Distributors
      for its own pumps and other products and such sub-Distributors have
      general distribution activities within the medical field, provided that
      IMED has informed DEBIOTECH of each of their name(s) together with the
      area concerned for each of them prior to their appointment by IMED and
      provided further that IMED remains primarily liable for all such Third
      Person sub-Distributors with respect to all obligations hereunder.

2.2   Limitation on Manufacturing Rights. Except as expressly provided in this
      Agreement: (i) DEBIOTECH does not grant hereby any right whatsoever to
      IMED regarding the manufacturing of all or any part of the Product and/or
      Accessories; and (ii) IMED undertakes not to manufacture, directly or
      indirectly, and/or acquire from any source other than DEBIOTECH all or any
      part of the Product and/or Accessories without the prior written consent
      of DEBIOTECH. Maintenance and servicing of Pumps and refurbishing of Pumps
      (Refurbished Pumps) for resale by IMED using Spare Parts supplied by
      DEBIOTECH shall not be considered manufacturing for the purpose of this
      paragraph.

2.3   Limitation of Territory and Market. IMED and its Affiliates shall not, and
      IMED shall enter into agreements with its Third Person sub-Distributors
      whereby such sub-Distributors shall agree (the "IMED Restriction
      Provision") not to, directly or indirectly use, have used, market, lease,
      sell, distribute or export the Product or Accessories (i) outside the
      Territory and/or (ii) within the Territory but outside the Field of
      Application. In the event that IMED becomes aware, through notice by
      DEBIOTECH or otherwise, that one of its Third Person sub-Distributors is
      in violation of the IMED Restriction Provision, IMED shall, at IMED's sole
      cost and expense, enforce the IMED Restriction Provision or immediately
      cause the termination of all Product and Accessories sales to such
      breaching sub-Distributor and shall be liable for any damage caused by a
      material breach thereof.

2.4   DEBIOTECH Distributor Restriction. DEBIOTECH and its Affiliates shall not,
      and shall enter into agreements with all DEBIOTECH Distributors (other
      than IMED) whereby such DEBIOTECH Distributors shall agree (the "DEBIOTECH
      Restriction Provision") not to, directly or indirectly use, market, sell,
      license, lease or distribute or make available the Product or the
      Accessories for the Field of Application in the Territory. In the event
      that DEBIOTECH becomes aware, through notice by IMED or otherwise, that 

<PAGE>
      
      one of DEBIOTECH Distributors is in violation of the DEBIOTECH Restriction
      Provision, DEBIOTECH shall, at DEBIOTECH's sole cost and expense, enforce
      the DEBIOTECH Restriction Provision or immediately cause the termination
      of all Product and Accessories sales to such breaching Distributors and
      shall be liable for any damage caused by a material breach thereof.

2.5   Cassette Set Assembly. IMED is hereby authorized by DEBIOTECH to assemble
      each Cassette to a tubing set for parenteral medical use including,
      without limitation, as the case may be, an empty or prefilled
      Cassette/Reservoir Module, provided such assembly complies with all
      manufacturing and quality standards required by the FDA or under the Act
      for such Cassette Set assembly (including Good Manufacturing Practice).
      IMED Related Person shall not market, sell, lease or distribute Cassettes
      which: (i) are not directly connected to a tubing set for parenteral
      medical use; and/or (ii) include enteral sets, without the prior written
      consent of DEBIOTECH.


ARTICLE 3:  EXCLUSIVITY RETAINED BY DEBIOTECH

3.1   Reservation of Right: Single Use/User. Notwithstanding anything to the
      contrary in this Agreement, DEBIOTECH retains all the rights, and does not
      grant hereby any right whatsoever to IMED, regarding the use of the
      Patents, Technology and/or Improvements for the use, marketing, sale,
      leasing and/or distribution of any New Development product which is both:
      (i) designed for use with a cassette and reservoir; and (ii) employs a
      pump which is either (a) dedicated to one single use and not reusable
      after the end of its injection program or after the emptying of its
      reservoir; or (b) limited to a certain number of interchangeable cassettes
      and reservoirs, for one single patient's use within one single indication
      and is labeled as such. According to this Article 3.1, DEBIOTECH retains
      the right to grant to any Third Person and/or pharmaceutical company the
      right to use, market, sell, lease and/or distribute, in the Territory, any
      New Development product as described under this Article 3.1, including all
      the corresponding cassettes, reservoirs and pumps.

3.2   Reservation of Rights: Cassette/Reservoir Module and Product;
      Pharmaceutical Company. In the event that DEBIOTECH desires to arrange for
      the Cassette/Reservoir Module and/or Product to be provided to a
      pharmaceutical company in the Territory solely to permit such
      pharmaceutical company to acquire the Cassette/Reservoir Module and/or
      Product to be used on a dedicated basis with a drug distributed by that
      pharmaceutical company, DEBIOTECH will request in writing that IMED supply
      that pharmaceutical company with the Cassette/Reservoir Module and/or
      Product and IMED agrees to do so upon terms and conditions specified by
      IMED. In such an event, DEBIOTECH shall provide IMED with sufficient
      

<PAGE>
      notice to enable IMED to incorporate into its supply forecast and orders
      the quantities needed to satisfy such request under the standard ordering
      procedures set forth in Article 10.1 hereof.

3.3   Reservation of Rights: Cassette/Reservoir Module Product and Accessories;
      Affiliate. Notwithstanding anything to the contrary in this Agreement,
      IMED hereby agrees that, at DEBIOTECH's written request, it will sell the
      Cassette/Reservoir Module, Product and Accessories in the Territory for
      use by any licensee of DEBIOTECH Group if such Product and/or
      Cassette/Reservoir Module and/or Accessories are required by such licensee
      for the use with a drug developed by DEBIOTECH Group (e.g. the anti-cancer
      drug LOHP(R)). In such an event: (i) DEBIOTECH shall provide IMED with
      sufficient notice to enable IMED to incorporate into its supply forecast
      and orders the quantities needed to satisfy such request under the
      standard ordering procedures set forth in Article 10.1 hereof; and (ii)
      IMED shall supply the Product and/or Cassette/Reservoir Module and/or
      Accessories to DEBIOTECH for said licensee for the use with said drug at
      the best price offered to any other of IMED's clients under the most
      comparable conditions.

3.4   Reservation of Rights: Contrast Media; Heparin; Saline. Notwithstanding
      anything to the contrary in this Agreement, as a limited exception to the
      Exclusive Distribution Right granted to IMED in this Agreement, DEBIOTECH
      is entitled to grant to any Person having the right to use, market,
      distribute, lease or sell the Chronorad(R) Contrast Media injection device
      (or the like) and cassettes (under the Patents, Technology and/or
      Improvements) for Contrast Media injection in the Territory, the right to
      use, market, sell, lease and/or distribute such device and cassette for
      heparin injection or saline solution flush but solely if combined with, or
      alternated with, a Contrast Media injection.

3.5   Reservation of Rights: Supply to Investigators. Notwithstanding anything
      to the contrary in this Agreement, DEBIOTECH shall have the right for
      evaluation, Market Approval and/or development purposes only, to supply
      (free of charge, to the extent permitted by law) the Product,
      Cassette/Reservoir Module and/or Accessories in limited quantities and to
      limited investigators in the Territory for the Field of Application
      provided that the Product, Cassette/Reservoir Module and/or Accessories
      shall not bear the IMED Trademarks, IMED's name or the IMED label without
      IMED's prior written consent. In such an event, DEBIOTECH shall inform
      IMED prior thereto and mention the name and location of such
      investigators. IMED shall have the right to participate in such
      investigation research. DEBIOTECH shall be solely liable for any actions
      taken by anyone under this Article 3.5, and agrees to insure itself
      against all liabilities resulting therefrom. IMED shall not be responsible
      or held accountable (criminally or civilly), and DEBIOTECH shall indemnify
      IMED, for any liability, including, without limitation, costs, penalties

<PAGE>
      and damages, resulting from actions taken under this Article 3.5.

3.6   DEBIOTECH's Obligations Regarding Similar Products. Notwithstanding
      anything to the contrary in this Agreement, DEBIOTECH agrees, and shall
      take appropriate measures to assure, that, with respect to the countries
      for which IMED has not lost exclusivity under Article 12.2 hereof, the
      Cassettes have been specifically designed to fit the Pump and that no
      other cassette designed, manufactured, developed, sold, licensed or
      distributed, directly or indirectly, by any member of the DEBIOTECH Group
      (or any DEBIOTECH Related Person with the assistance of any member of the
      DEBIOTECH Group), including, without limitation: (x) any cassette for any
      product contemplated in Article 3.1 or 3.4; or (y) any cassette for use
      with: (a) any pump outside of the Field of Application in the Territory;
      or (b) any New Competing Product, shall fit the Pump and in furtherance
      thereof shall use the special IMED code of the coding system described in
      Enclosure 15. DEBIOTECH agrees, and shall take appropriate measures to
      assure, that any pump designed, manufactured, developed, sold, licensed or
      distributed, directly or indirectly, by any member of the DEBIOTECH Group
      (or any DEBIOTECH Related Person with the assistance of any member of the
      DEBIOTECH Group) shall not contain the IMED Trademarks, IMED's name, the
      IMED label or the color scheme of any Product or Accessory to be supplied
      to IMED under this Agreement, without the prior written consent of IMED.


ARTICLE 4:  TRADEMARKS/LABELING/ADVERTISEMENT

4.1   Promotion. IMED will be solely responsible for promoting the Product and
      Accessories and will alone bear any related costs of such promotion for
      the Field of Application in the Territory. DEBIOTECH shall cooperate with
      IMED with respect to the promotion of the Product in the Territory by: (a)
      communicating to IMED any request it receives from Third Parties
      concerning any Product or Accessory for the Field of Application within
      the Territory; (b) furnishing IMED with samples or copies of all
      promotional literature and advertisements used by DEBIOTECH or, to the
      extent known by DEBIOTECH, by other DEBIOTECH Authorized Persons for wide
      dissemination in connection with the Product to the extent permitted by
      such DEBIOTECH Authorized Persons; (c) furnishing advice to IMED as may be
      reasonably requested with respect to any promotional literature and
      advertisements for the Product which IMED may desire to prepare at its own
      expense; (d) allowing IMED to use or reproduce, at IMED's expense, any
      promotional materials (including trade show displays) used by DEBIOTECH
      subject to the consent of any Third Person whose name, trademarks or
      products may be included; and (e) any such other reasonable promotional
      assistance customarily provided by DEBIOTECH to its other Distributors.
      DEBIOTECH shall not be liable for any advice, copy or materials it may
      provide in connection with any such promotional assistance for which it is

<PAGE>
      not otherwise liable under this Agreement.

4.2   Labeling. IMED shall be responsible, subject to Article 10.3(e), for the
      content and adequacy for regulatory purposes of the labeling of the
      Product and Accessories and packaging thereof in final form for
      distribution by IMED Related Persons. All labels shall be procured and
      printed by DEBIOTECH using appropriate camera-ready mock-ups submitted by
      IMED. IMED shall comply with all USA, Canada and Mexico labeling
      requirements with respect to such Products and Accessories and shall be
      responsible for any other labeling requirements unique to any jurisdiction
      within the Territory. Each Pump and Cassette shall include a label stating
      as follows: "For Parenteral Use Only".

      If and to the extent mandatorily required by applicable law, each label
      for a Product or Accessory shall identify, in a reasonable manner,
      DEBIOTECH's manufacturer as the manufacturer and IMED or one of its
      Affiliates as the Distributor.

      DEBIOTECH may, upon prior written notice and at DEBIOTECH's sole cost and
      expense, put in a visible size and reasonable manner: (i) its name; (ii)
      its license logo as set forth on Enclosure 8; (iii) any of the DEBIOTECH
      Trademarks; (iv) the sentence "Product Under License from
      DEBIOTECH-Switzerland"; and (v) the word "patent(s)" or "patent(s)
      pending" and the number or numbers of the patents applicable thereto and
      otherwise as may be necessary to preserve the maximum rights against any
      infringer of the Patents, and/or other patents and/or patent applications
      for which DEBIOTECH is the holder of rights in the Field of Application,
      on the Product and Accessories and on any package of the Product and
      Accessories.

4.3   Use of DEBIOTECH Trademarks. DEBIOTECH hereby grants to IMED the
      nontransferable (except as contemplated in Article 21.1 hereof), exclusive
      (or non exclusive, as the case may be, according to Article 12.2
      hereafter) license to use the DEBIOTECH Trademarks, solely in connection
      with the use, marketing, sale, lease and distribution for the Field of
      Application of the Product and Accessories in the Territory.

      IMED shall not use DEBIOTECH Trademarks in any manner which jeopardizes
      the distinctiveness, significance or validity thereof; provided, however,
      that IMED may use the DEBIOTECH Trademarks in any manner consistent with
      the use thereof by any DEBIOTECH Distributor. IMED acknowledges and agrees
      that (a) the DEBIOTECH Trademarks are the exclusive licensed properties of
      DEBIOTECH, (b) any use by IMED of the DEBIOTECH Trademarks shall not give
      IMED any ownership or other rights therein, (c) all uses by IMED of the
      DEBIOTECH Trademarks shall inure solely to the benefit of DEBIOTECH and
      (d) IMED shall only use the DEBIOTECH Trademarks in connection with the
      Product and/or the Accessories for the Field of Application in the
      Territory.

<PAGE>

4.4   Use of IMED Trademarks. DEBIOTECH shall not use the IMED Trademarks in
      connection with the use, marketing, sale, lease, distribution, manufacture
      or delivery of any goods except for the placement of the same on the
      Product or Accessory which will be delivered to IMED and the related
      packaging and or related documents.

4.5   Statement Regarding Limitation on Use. IMED hereby agrees to state clearly
      in any, brochure, manual, or any advertising material describing the
      Product, Accessories, and Cassette Sets, that it is strictly limited to
      parenteral use, by means of the following instructions for use, in the
      English language in the USA, in the English language and translated into
      the French language in Canada and translated into the Spanish language in
      Mexico: "For Parenteral Use Only".

      On DEBIOTECH's request, IMED shall, at its sole cost and expense, put in a
      visible size and reasonable manner: (i) DEBIOTECH's name; (ii) DEBIOTECH's
      license logo as set forth on Enclosure 8; (iii) any of DEBIOTECH
      Trademarks; (iv) the sentence "Product Under License from
      DEBIOTECH-Switzerland"; and (v) the word "patent(s)" or "patent(s)
      pending" and the number or numbers of the patents applicable thereto and
      otherwise as may be necessary to preserve the maximum rights against any
      infringer of the Patents, and/or other patents and/or patent applications
      for which DEBIOTECH is the holder of rights in the Field of Application,
      on any Cassette Set package and any advertising, brochure, manual and the
      like describing the Product and/or Accessories.

      DEBIOTECH hereby agrees to state clearly, or make sure that any Third
      Person entitled to use, market, sell, distribute or lease the Product and
      Accessories outside the Field of Application in the Territory (e.g. for
      enteral use) shall state clearly, in any document, brochure, manual, or
      any advertising material regarding any such Product or Accessory, as well
      as on the Product, that it is strictly limited to non parenteral use (e.g.
      by means of the following instructions for use, in the English language in
      the USA, in the English language and translated into the French language
      in Canada and translated into the Spanish language in Mexico: "For Enteral
      Use Only").

4.6   IMED as Distributor. DEBIOTECH shall have the right to mention IMED as its
      exclusive (or non exclusive, as the case may be according to Article 12.2)
      Distributor of Products and Accessories for the Territory in its
      advertising and/or company brochure, as well as to display IMED's Product
      during public events. In connection therewith, DEBIOTECH shall supply free
      of charge to IMED, at least five (5) days prior to its distribution if
      practicable under the circumstances, at least one (1) sample of every such
      advertising and/or company brochure.

4.7   No Reference to Other Distributors. Neither IMED, its Affiliates or
      sub-Distributors shall use or allow to be used, in any printed material,

<PAGE>
      the names or trademarks of any of DEBIOTECH's Related Persons except as
      permitted in Article 4.3 and 4.5 hereof.

4.8   Operating Manual. IMED shall be solely responsible for the production,
      content and adequacy (assuming, for this purpose, that each of the Product
      and Accessories functions as intended, conforms to its specifications and
      complies with the warranty provisions contained in Article 11) of any
      operating manual, instruction or brochure provided to users, customers,
      clients or the general public in connection with the Product and/or
      Accessories and IMED shall be solely liable for any liabilities
      attributable to its negligent drafting of the foregoing to the extent such
      negligence caused such liabilities. This Article 4.8 shall not limit or
      otherwise alter any liability DEBIOTECH may have under Article 11 or as
      otherwise provided in the Agreement.


ARTICLE 5:  PRODUCT DEVELOPMENT

5.1   Development Committee/Project Leader. IMED and DEBIOTECH shall establish a
      development committee to coordinate, implement and follow the development
      of: (i) the Pump v.1A and Pump v.2; (ii) the Cassette for each such Pump;
      (iii) the Accessories, including, without limitation, the
      Cassette/Reservoir Module and the Cassette/Reservoir Module Housing for
      each Pump; and (iv) Improvements (the "Development Committee"). The
      Development Committee will consist of one representative from each of IMED
      and DEBIOTECH. The Development Committee will communicate or meet
      regularly from time to time as determined by its members. IMED or
      DEBIOTECH shall be entitled, upon reasonable notice, to call a meeting of
      the Development Committee. The location of the Development Committee
      meetings dealing with development and quality controls shall be held at
      the appropriate location for the subject matter, but in general shall be
      alternately held at DEBIOTECH and IMED, with the first meeting location
      being at DEBIOTECH. In order to facilitate the functions of the
      Development Committee, minutes will be maintained of all Development
      Committee meetings and such minutes will be circulated to all Development
      Committee members as promptly as practicable prior to the next meeting of
      the Development Committee and shall be approved and signed by all
      Development Committee members in two original copies (after such approval,
      the "Minutes") of which one shall be distributed to each Party. Such
      Minutes will, among other things, set forth in reasonable detail the
      development status with respect to each product covered by the Project
      Plans and all actions of IMED or DEBIOTECH, as the case may be, taken in
      furtherance of the Project Plans and the results thereof.

      The Development Committee will be the principal means through which the
      Parties will exchange development concepts, ideas for Improvements and
      information concerning end-user requirements and determine and monitor
      development activities and Changes.  The member of the Development

<PAGE>
      
      Committee designated by one Party shall keep the member designated by the
      other Party informed with respect to the foregoing and shall act
      reasonably and in good faith to address those matters regarding product
      development and quality control that are properly brought to the
      Development Committee for consideration in accordance with the terms of
      this Article 5 (the "Area of Authority"). Any matter approved in writing
      by a member of the Development Committee designated by any Party within
      the Area of Authority shall be binding upon such Party; provided that, no
      member of the Development Committee shall be deemed to have the authority
      to bind any Party to make or incur any payment of money or supplementary
      development costs and the same shall be evidenced only by a writing signed
      by a Party. Each Party shall alone bear any of its costs and expenses
      (including travel, hotel, etc...) relating to the Development Committee
      meetings and work.

      In addition, each Party shall appoint one project leader (a "Project
      Leader") who shall meet regularly with the Project Leader designated by
      the other Party. Each Project Leader shall be the principal liaison for
      day-to-day communication and interaction between IMED and DEBIOTECH with
      respect to each Project Plan, and shall be available promptly to respond
      to communications. Each of the Parties retains the right, upon notice to
      the other, to change the Development Committee member or the Project
      Leader designated by such Party.

5.2   Project Plan For Pump Version 1A. DEBIOTECH shall develop, manufacture and
      deliver the Pump v.1A, the related Cassette, the Cassette/Reservoir Module
      Housing and the related Accessories specified in the Project Plan For Pump
      Version 1A, pursuant to the terms of this Agreement and in accordance with
      the Project Plan For Pump Version 1A. In connection therewith, each of
      IMED and DEBIOTECH will use reasonable efforts to satisfy the requirements
      of, and complete those actions and tasks contemplated in the Project Plan
      For Pump Version 1A, on about the dates set forth therein, or, if any of
      same cannot be achieved by such date, then as promptly as practical
      thereafter. The Parties acknowledge that the Project Plan For Pump Version
      1A assigns specific actions and tasks to particular Parties and that each
      Party is responsible to perform the actions and tasks assigned to it,
      however, the Project Plan For Pump Version 1A represents a joint effort to
      be conducted by the Parties and each Party shall provide reasonable
      assistance, cooperation and information in order to aid the other in the
      performance of its assigned duties under the Project Plan For Pump Version
      1A. The Parties further acknowledge that the Project Plan For Pump Version
      1A is written in a summary fashion and that, in connection with fulfilling
      their assigned actions and tasks thereunder, they will also take such
      actions as are reasonably necessary and appropriate in connection
      therewith or are otherwise consistent with such summary description.

<PAGE>

5.3   Specification Document 1A. The Parties acknowledge that as of the
      Effective Date the Specification Document 1A is preliminary and embodies
      high level specifications. It is intended that through the work of the
      Development Committee the Specification Document 1A will be modified and
      supplemented as reasonably necessary to implement the Project Plan For
      Pump Version 1A, and to reflect Changes requested by all Committee members
      in completing activities contemplated in the Project Plan For Pump Version
      1A. A Change to the Specification Document, for Pump v.1A shall be
      effective only if set forth in a written document signed by all members of
      the Development Committee, provided, however, that (i) DEBIOTECH (and the
      member of the Development Committee designated by it) shall be required to
      consent to any Change requested by IMED that constitutes a Software
      Change, if no serious objection can be made; and (ii) each Party (and the
      member of the Development Committee designated by it) shall be required to
      consent to any Change which is necessary to cause each Product to be
      produced as a result of the Project Plan For Pump Version 1A to be safe
      and efficacious for its intended use or conforming to any regulatory
      requirement.

      The Minutes noting the approval of any Change shall also include any time
      schedule delays which may result from such Change. Any Change which
      involves new Manufacturing Equipment and/or a modification of existing
      Manufacturing Equipment and/or a modified manufacturing process shall be
      treated as an Improvement (except if required under (ii) hereabove).

5.4   Quality Control for Pump v.1A. In furtherance of the Project Plan For Pump
      Version 1A and the manufacturing and delivery of the products contemplated
      thereby, the Development Committee shall establish quality and validity
      testing for the products to be conducted by DEBIOTECH (the "Quality and
      Validity Testing Procedures for Pump v.1A") according to Schedule 5.4
      hereto. Any change in the Quality and Validity Testing Procedures for Pump
      v.1A beyond the scope of the guidelines of Schedule 5.4 shall be at the
      sole cost of IMED.

5.5   Project Plan For Pump Version 2. DEBIOTECH shall develop, manufacture and
      deliver the Pump v.2, the related Cassette, the Cassette/Reservoir Module
      Housing and the related Accessories specified in the Project Plan For Pump
      Version 2, pursuant to the terms of this Agreement and in accordance with
      the Project Plan For Pump Version 2. The Project Plan For Pump 2 shall be
      agreed upon by the Development Committee promptly following completion of
      Project Plan For Pump Version 1A through good faith discussions. The
      Project Plan For Pump Version 2 shall follow the format and methodology
      (including, without limitation, task allocation and Party responsibility
      and establishment of dates) set forth in Project Plan For Pump Version 1A,
      as applicable to the development of Pump v.2 and taking into consideration
      the Specification Document 2. In connection with the performance of the 

<PAGE>
      Project Plan For Pump Version 2, each of IMED and DEBIOTECH will use
      reasonable efforts to satisfy the requirements of, and complete those
      actions and tasks contemplated in, the Project Plan For Pump Version 2, on
      about the dates set forth therein, or, if any of same cannot be achieved
      by such date, then as promptly as practical thereafter. The Parties
      acknowledge that the Project Plan For Pump Version 2 will assign specific
      actions and tasks to particular Parties and that each Party is responsible
      to perform the actions and tasks assigned to it, however, the Project Plan
      For Pump Version 2 will represent a joint effort to be conducted by the
      Parties and each Party shall provide reasonable assistance, cooperation
      and information in order to aid the other in the development of the
      Project Plan For Pump Version 2 and the performance of its assigned duties
      under the Project Plan For Pump Version 2. The Parties further acknowledge
      that the Project Plan For Pump Version 2 will be written in a summary
      fashion and that, in connection with fulfilling their assigned actions and
      tasks thereunder, they will also take such actions as are reasonably
      necessary and appropriate in connection therewith or are otherwise
      consistent with such summary description.

5.6   Specification Document 2. The Parties acknowledge that as of the Effective
      Date the Specification Document 2 is preliminary and embodies only certain
      broadly stated attributes that IMED and DEBIOTECH desire to incorporate
      into the Pump v.2. It is intended that through the work of the Development
      Committee the Specification Document 2 will be modified and supplemented
      as reasonably necessary to complete formal specifications following the
      format and methodology set forth in the Project Plan For Pump Version 1A
      in order to implement the Project Plan For Pump Version 2, and to reflect
      Changes requested by all Committee members in completing activities
      contemplated in the Project Plan For Pump Version 2. A Change to the
      Specification Document for Pump v.2 shall be effective only if set forth
      in a written document signed by all members of the Development Committee,
      provided, however, that (i) DEBIOTECH (and the member of the Development
      Committee designated by it) shall be required to consent to any Change
      requested by IMED that constitutes a Software Change, if no serious
      objection can be made; and (ii) each Party (and the member of the
      Development Committee designated by it) shall be required to consent to
      any Change which is necessary to cause each Product to be produced as a
      result of the Project Plan For Pump Version 2 to be safe and efficacious
      for its intended use or conforming to any regulatory requirement.

      The Minutes noting the approval of any Change shall also include any time
      schedule delays which may result from such Change. Any Change which
      involves new Manufacturing Equipment and/or a modification of existing
      Manufacturing Equipment and/or a modified manufacturing process shall be
      treated as an Improvement (except if required under (ii) hereabove).


<PAGE>
5.7   Quality Control for Pump v.2. In furtherance of the Project Plan For Pump
      Version 2 and the manufacturing and delivery of the products contemplated
      thereby, the Development Committee shall establish quality and validity
      testing for the products to be conducted by DEBIOTECH (the "Quality and
      Validity Testing Procedures for Pump v.2") according to Schedule 5.4
      hereto. Any change in the Quality and Validity Testing Procedures for Pump
      v.2 beyond the scope of the guidelines of Schedule 5.4 shall be at the
      sole cost of IMED.

5.8   Sustaining Engineering Activities - Research and Development. DEBIOTECH
      shall perform or cause to be performed, at its sole cost and expense, and
      with reasonable competence, all Sustaining Engineering Activities.
      DEBIOTECH alone shall be entitled to undertake and shall be in charge of,
      all research and development involving the Product, Accessories and
      Improvements thereto, as well as New Developments, based on the
      Technology. IMED may not use the Technology for research and development
      or other purposes without DEBIOTECH's prior written consent; provided,
      however, that IMED shall be entitled to conduct research and development
      on the Cassette Sets, but not the Cassette itself.

5.9   Product Changes. DEBIOTECH shall notify the Development Committee in
      writing, no later than thirty (30) days in advance, if DEBIOTECH plans to
      change the design, specifications, manufacturer or method of manufacture
      of any Products in a manner which will increase cost (as reasonably
      determined at the time such changes become effective), change the exterior
      appearance, performance or service requirements or otherwise adversely
      affect the operation or use of any Product in a material respect. In
      addition, DEBIOTECH shall notify the Development Committee not later than
      thirty (30) days in advance for any change of the Pump motor manufacturer,
      the memory component manufacturer and the microprocessor manufacturer. No
      such changes shall be made without the Development Committee's prior
      written consent, which consent shall not be unreasonably withheld or
      delayed (failure to respond to a notice within fourteen (14) days of the
      receipt of such a notice shall be deemed consent thereto); provided,
      however, that no such consent shall be required for any such change which
      is (i) required to satisfy any applicable law, rule or legal requirement,
      or directive from a competent authority, or (ii) reasonably required to
      permit DEBIOTECH to comply with the warranties set forth in Article 11.1
      (a) hereof. Furthermore, DEBIOTECH shall not replace SAGEM or Plastic
      Omnium with another manufacturer without the prior written consent of IMED
      which cannot be unreasonably withheld or delayed. In the event that
      DEBIOTECH determines that it is reasonably necessary to make any changes
      contemplated above pursuant to the foregoing provision, DEBIOTECH shall
      notify IMED in writing in advance of such change as promptly as
      practicable.


<PAGE>
5.10  Improvements.

      (a) Proposal by DEBIOTECH or upon Request by IMED. In the event that IMED
      desires to have any Improvement to any Product or Accessory supplied
      hereunder it must obtain the same from DEBIOTECH. IMED shall notify
      DEBIOTECH that it desires to create any Improvement, and DEBIOTECH shall
      notify IMED that it desires to create or has created any Improvement and
      shall offer it to IMED. Then the Development Committee shall meet promptly
      in order to discuss the technical and economic implications of any such
      Improvement, as well as the timetable associated with the implementation
      thereof. In the event that, within sixty (60) days from such discussion,
      IMED were to notify DEBIOTECH that it wishes to consider proceeding with
      such Improvement, DEBIOTECH shall provide to IMED a project plan for such
      Improvement, addressing, as appropriate: (i) relevant product
      specifications; (ii) matters of the type set forth in the Project Plans;
      (iii) the cost to IMED of having DEBIOTECH proceed with such plan and
      other appropriate budget information (the information contemplated in
      clauses (i) through (iii) being referred to collectively as the "Proposal
      Data"); and (iv) the effect of such Improvement on costs to IMED for the
      Product or Accessory subject to such Improvement, pursuant to Article 8.9
      hereof, which plan, following appropriate changes as approved by the
      Development Committee and ratified in writing by IMED and DEBIOTECH, shall
      constitute the project plan for such Improvement. IMED failure to notify
      its wish to consider proceeding with such Improvement within the 60 day
      period above or failure to deliver notification to DEBIOTECH of its
      approval of the project plan within sixty (60) days of its receipt, shall
      be deemed a rejection of the Improvement. IMED shall be required to pay
      DEBIOTECH the Development Costs of such Improvement, if proposed by IMED,
      and the reasonable cost (not to be less than the Development Cost of such
      Improvement) if proposed by DEBIOTECH. In the event that any Improvement
      includes new Manufacturing Equipment, the cost of which would be solely
      paid by IMED (and not shared by any DEBIOTECH Authorized Person pursuant
      to Article 5.10(b)), DEBIOTECH shall include in the Proposal Data its
      election to either: (i) include the cost of such new Manufacturing
      Equipment in the Development Costs of such Improvement, in which case IMED
      shall be the rightful owner and title holder thereto (but shall not be
      entitled to possession thereof so long as (x) DEBIOTECH continues to
      supply IMED with Products and Accessories in accordance with this
      Agreement and (y) the Standby Agreements or Standby License have not been
      exercised); or (ii) exclude such new Manufacturing Equipment from the
      Development Costs of such Improvement and reasonably amortise the cost
      thereof by reasonably increasing the transfer price of the Product or
      Accessories effected thereby.

      (b) Allocation of Improvement Development Costs; Confidentiality. If
      several DEBIOTECH Authorized Persons are to benefit from the same
      Improvement, DEBIOTECH shall allocate the Development Costs among such 

<PAGE>
      DEBIOTECH Authorized Persons in an equitable manner under the particular
      circumstances.

      If any Improvement involves material Confidential Information of one of
      the DEBIOTECH Authorized Person, if shall not be available to any other
      Authorized Person without the written consent of the one whose
      Confidential Information is involved.

      (c) Acceptance of Improvement by IMED; Implementation by DEBIOTECH. In no
      event shall IMED be required to accept or acquire any Improvement for any
      country in the Territory or permit it in any country for which it retains
      exclusivity. Following the approval of a project plan contemplated for any
      Improvement, DEBIOTECH shall proceed, using reasonable commercial efforts,
      with the implementation of such plan.

5.11  New Development. DEBIOTECH agrees that IMED shall have a right of first
      refusal following the procedure of Article 5.13 on each New Development.

5.12  Restriction on Development of New Competing Products. DEBIOTECH
      represents, warrants, covenants and agrees that neither it nor any member
      of the DEBIOTECH Group is currently developing or will, during the period
      commencing on the Effective Date and continuing until one (1) year
      thereafter, directly or indirectly, develop, market, sell, license, lease
      or offer to any Person, a New Competing Product or assist any Person to do
      so. Furthermore, DEBIOTECH agrees that IMED shall have for a period of six
      (6) years after such one year period, a right of first refusal, as and to
      the extent set forth in this Article 5, to use, market, sell, lease and
      distribute in the Territory any New Competing Product in the Field of
      Application.

5.13  Right of First Refusal. DEBIOTECH agrees that before: (i) any member of
      DEBIOTECH Group enters into discussions with any Third Person with respect
      to the use, marketing, sale, lease, or distribution for the Field of
      Application in any country in the Territory by such Third Person of any
      New Development or New Competing Product invented, created or developed,
      directly or indirectly, by or with the participation of, any member of
      DEBIOTECH Group; or (ii) DEBIOTECH or any member of the DEBIOTECH Group
      uses, markets, sells, leases, licenses or distributes any such New
      Development or New Competing Product in any country in the Territory for
      the Field of Application, DEBIOTECH will give IMED a written notice
      ("Offer Notice") containing a description thereof, a development plan,
      financial terms and all other material business terms and conditions of
      the offer ("Offer Conditions"). IMED will have thirty (30) days from
      receipt of such Offer Notice (the "Offer Period") to decide whether or not
      it wishes to pursue discussions regarding such New Development or New
      Competing Product pursuant to this Article 5.13. During such Notice
      Period, DEBIOTECH will provide IMED with such additional relevant

<PAGE>
      non-confidential information in DEBIOTECH Group's possession requested by
      IMED as is reasonable under the circumstances.

      If within the Offer Period, IMED notifies DEBIOTECH in writing that it
      desires to propose and discuss a distribution or marketing arrangement
      relating to any such New Competing Product (the "Discussion Notice"), IMED
      will have an additional sixty (60) day period (the "Discussion Period")
      during which DEBIOTECH shall discuss such proposal exclusively with IMED;
      provided, that neither party shall be required to conclude any agreement
      in respect thereto.

      If IMED fails to deliver the Discussion Notice during the Offer Period or
      if the Parties fail to reach a written agreement for IMED to distribute or
      market the New Development or New Competing Product for any reason during
      such Discussion Period, DEBIOTECH shall be free to offer the New
      Development or New Competing Product to any Third Person on the Offer
      Conditions, or on other conditions more favorable to DEBIOTECH, at any
      time within one year after the expiration of the latest of the Offer
      Period or the Discussion Period, as the case may be, after which, if no
      written agreement has been signed, it must again be offered to IMED
      following the procedures of Discussion and Offer Periods set forth in this
      Article 5.13.


ARTICLE 6:  PRODUCT APPROVAL

6.1   Market Approvals Obtained by IMED. IMED will use commercially reasonable
      efforts to obtain as expeditiously as possible any and all Market
      Approvals in all countries in the Territory, whenever possible in the name
      of both DEBIOTECH and IMED, for the Products and Accessories.

      IMED shall pay the cost and expense of such procedures as charged by any
      relevant agencies, as well as all necessary expenses charged by Third
      Persons in relation with such procedures (e.g.: technical testing
      expenses, translation expenses, etc...).

      All governmental cost reimbursement or pricing approvals in the Territory
      shall be the responsibility of and at the cost of IMED.

      Each of IMED and DEBIOTECH shall use commercially reasonable efforts to
      keep the other Party informed of the progress in obtaining such approvals,
      shall allow the other Party to (i) review any correspondence with
      regulatory authorities reasonably prior to their sending to such
      authorities; (ii) participate in any meetings or telephone conversations
      with regulatory authorities, and (iii) shall cooperate in complying with
      post-marketing legal requirements. All documents, correspondence, testing
      material and other material concerning or related to the Market Approvals
      in all countries of the Territory shall be made available by IMED to 

<PAGE>
      DEBIOTECH as promptly as practicable when available and DEBIOTECH shall
      have all rights to use them.

6.2   Market Approvals Obtained by DEBIOTECH. DEBIOTECH has the right to obtain
      directly or indirectly all Market Approvals in all countries inside or
      outside the Territory in its own name for the Product and Accessories with
      reference to all documents, correspondence, testing material and other
      material made available to it under Article 6.1 hereabove, as well as by
      reference to any Market Approval obtained by IMED under Article 6.1
      hereabove.

6.3   Import Licenses. With IMED's reasonable assistance in respect to the
      execution of documents and other ministerial actions, DEBIOTECH shall
      cooperate as reasonably necessary to enable IMED to procure and maintain
      all licenses reasonably necessary to ship Products and Accessories from
      the point of manufacture to IMED in accordance herewith. DEBIOTECH shall
      comply with, and IMED agrees to inform DEBIOTECH of any change in, to the
      extent IMED is aware or has been made aware of, all other laws,
      regulations and governmental directives relating to the import of
      technical data, goods and services including, without limitation, those
      enforced by the United States Departments of Commerce and Defense and
      shall not permit the Products and Accessories to be manufactured in a
      manner or with any component, or involving any jurisdiction, so that it
      may not lawfully be imported into the Territory.

6.4   Assistance by Parties. Each Party shall, without incurring any cost to any
      Third Person, in both cases of Articles 6.1 and 6.2 hereabove, provide
      free of charge to the other Party reasonable advice and assistance
      whenever requested (local address and responsible person or correspondent
      for the relevant government agency, sharing of experience in approval
      procedures, assistance in translation and document preparation, etc.)
      based upon such Party's experiences with the FDA and other relevant
      government agencies. Each Party shall keep the other Party regularly
      informed about the approval procedures contemplated in this Article 6.

6.5   Cassette Set Market Approval Obtained by IMED. Pursuant to the provisions
      of Article 2.5 hereabove, IMED shall be in charge and will use
      commercially reasonable efforts to obtain as expeditiously as possible any
      and all Market Approvals in all countries in the Territory for each
      Cassette Set assembled by or for IMED. In connection thereto, DEBIOTECH
      shall, at its sole expense, provide IMED with all data, assistance and
      other information reasonably necessary to obtain such Market Approval.

6.6   Clinical Trials. IMED shall, at its sole expense, conduct or arrange for
      others to conduct, as the case may be, all clinical trials necessary, if
      any, to obtain the Market Approvals referred to in this Article 6. IMED
      shall promptly provide to DEBIOTECH copies of all reports of the results
      of such clinical trials.

<PAGE>


ARTICLE 7:  FINANCIAL CONDITIONS

7.1   Payments to DEBIOTECH. For the Exclusive Distribution Right granted in
      Article 2 to IMED and the development of the Product according to the
      Specification Documents, IMED shall pay to DEBIOTECH, in an account
      designated by DEBIOTECH, the total sum of [CONFIDENTIAL TREATMENT
      REQUESTED] for the USA, and additional [CONFIDENTIAL TREATMENT REQUESTED]
      each for Canada and Mexico, which amounts shall be non-refundable, except
      as expressly provided in this Agreement, in separate installments as
      follows:

      (a) [CONFIDENTIAL TREATMENT REQUESTED] not later than ten days after the
      Effective Date;

      (b) [CONFIDENTIAL TREATMENT REQUESTED] not later than ten days after
      obtaining the 510k Market Approval from the FDA for the Pump v.1A;

      (c) [CONFIDENTIAL TREATMENT REQUESTED] not later than ten days after
      Product Availability of Pump v.1A;

      (d) [CONFIDENTIAL TREATMENT REQUESTED] not later than ten days after the
      submission by IMED of the 510k application to the FDA for the Pump v.2 but
      in the event the foregoing amount has not yet been paid, [CONFIDENTIAL
      TREATMENT REQUESTED] of that amount is due on the date six (6) months
      after the Product Availability of Pump v.1A;

      (e) [CONFIDENTIAL TREATMENT REQUESTED] not later than ten days after
      obtaining the 510k Market Approval from the FDA for the Pump v.2 but in
      the event the foregoing amount has not yet been paid, [CONFIDENTIAL
      TREATMENT REQUESTED] of that amount is due on the date twelve (12) months
      after the Product Availability of Pump v.1A;

      (f) [CONFIDENTIAL TREATMENT REQUESTED] not later than ten days after
      Product Availability of Pump v.2;

      (g) [CONFIDENTIAL TREATMENT REQUESTED] eighteen (18) months after the
      first to occur of (i) Market Approval for Canada for Pump v.1A or (ii)
      510k Market Approval by the FDA for Pump v.1A, if IMED wishes to retain
      Canada in the Territory. In the event IMED does not elect to retain Canada
      in the Territory by making such payment, Canada shall be forthwith
      excluded from the Territory. DEBIOTECH shall thereafter be free to offer
      Canada to any Third Person and IMED shall have no further rights with
      respect thereto including any rights to compensation for customers or
      installed Pumps in Canada. However, in such event, DEBIOTECH shall
      continue to provide to IMED Cassettes, services, Spare Parts and other
      materials (except Pumps) necessary to service IMED's Canadian customers
      but only until either DEBIOTECH or a new Distributor for Canada selected
      by DEBIOTECH is willing to provide Cassettes, Spare Parts and otherwise
      service IMED's Canadian customers and assumes the obligations of IMED 

<PAGE>
      under such service and supply contracts. Thereafter, IMED shall cooperate
      as necessary to assure a smooth transition to DEBIOTECH or to such new
      Distributor, as the case may be and shall thereafter have no rights to the
      Products and Accessories regarding Canada; and

      (h) [CONFIDENTIAL TREATMENT REQUESTED] eighteen (18) months after the
      first to occur of (i) Market Approval for Mexico for Pump v.1A or (ii)
      510k Market Approval by the FDA for Pump v.1A, if IMED wishes to retain
      Mexico in the Territory. In the event IMED does not elect to retain Mexico
      in the Territory by making such payment, Mexico shall be forthwith
      excluded from the Territory. DEBIOTECH shall thereafter be free to offer
      Mexico to any Third Person and IMED shall have no further rights with
      respect thereto including any rights to compensation for customers or
      installed Pumps in Mexico. However, in such event, DEBIOTECH shall
      continue to provide to IMED Cassettes, services, Spare Parts and other
      materials (except Pumps) necessary to service IMED's Mexican customers but
      only until either DEBIOTECH or a new Distributor for Mexico selected by
      DEBIOTECH is willing to provide Cassettes, Spare Parts and otherwise
      service IMED's Mexican customers and assumes the obligations of IMED under
      such service and supply contracts. Thereafter, IMED shall cooperate as
      necessary to assure a smooth transition to DEBIOTECH or to such new
      Distributor, as the case may be and shall thereafter have no rights to the
      Products and Accessories regarding Mexico.

7.2   Failure Event 1A. Upon the occurrence of a Failure Event 1A, then, IMED
      shall have the right, as IMED's sole remedy, to terminate this Agreement
      by written notice to DEBIOTECH, and DEBIOTECH shall refund by SWIFT
      transfer to IMED together with interest at the Prime Rate from the
      termination date, as soon as DEBIOTECH has signed with a new Distributor
      for the Territory, but in any event not later than forty five (45) days
      after such termination, [CONFIDENTIAL TREATMENT REQUESTED] of any and all
      sums paid to DEBIOTECH under Article 7.1 (a) to (f); provided, however,
      that if at the time of the occurrence of such Failure Event 1A IMED has
      only paid the initial [CONFIDENTIAL TREATMENT REQUESTED] under Article
      7.1(a), there shall be no refund to IMED. IMED agrees that, except as
      otherwise provided in this Agreement, the other [CONFIDENTIAL TREATMENT
      REQUESTED] of the foregoing amount paid by IMED pursuant to this Agreement
      is non refundable by DEBIOTECH.

7.3   Failure Event 2. Upon the occurrence of a Failure Event 2, then, as IMED's
      sole remedy, DEBIOTECH shall refund by SWIFT transfer to IMED, together
      with interest at the Prime Rate from the date of notification by IMED to
      DEBIOTECH of such Failure Event 2, within forty five (45) days after such
      Failure Event 2, [CONFIDENTIAL TREATMENT REQUESTED] of any and all sums
      paid to DEBIOTECH under Article 7.1 (d) through (f), provided, however,
      that if at the time of the occurrence of such Failure Event 2 IMED has 

<PAGE>
      
      only paid [CONFIDENTIAL TREATMENT REQUESTED] under either or both of
      Article 7.1 (d) and/or (e), there shall be no refund to IMED in respect of
      such payment(s). IMED agrees that, except as otherwise provided in this
      Agreement, the other [CONFIDENTIAL TREATMENT REQUESTED] of the foregoing
      amount paid by IMED pursuant to this Agreement is non refundable by
      DEBIOTECH.

7.4   Effect of Termination. As soon as DEBIOTECH has received IMED's
      termination notice according to Article 7.2, this Agreement shall be
      deemed terminated and DEBIOTECH shall be free to seek any Third Person
      regarding the Exclusive Distribution Right of the Product in the
      Territory. The refunds provided in Articles 7.2 and 7.3, are mutually
      exclusive and not cumulative.


ARTICLE 8:  PRODUCT PRICING

8.1   Sales Price. The selling price of the Product and Accessories by DEBIOTECH
      to IMED as of the Effective Date shall be as set forth below and shall
      vary according to the quantities ordered by IMED per Contract Year, in
      accordance with the following scale which is to remain valid throughout
      the duration of this Agreement, provided, however, that a price adjustment
      is to take place every year pursuant to Article 8.3:

(a)   Cassette unit prices per Contract Year.

            (i)   [CONFIDENTIAL TREATMENT REQUESTED] per unit for the
                  [CONFIDENTIAL TREATMENT REQUESTED] units ordered pursuant to
                  Article 10.4 hereunder; such [CONFIDENTIAL TREATMENT
                  REQUESTED] units not to be counted in 8.1(a)(ii) to 8.1(a)(vi)
                  thereafter;

            (ii)  [CONFIDENTIAL TREATMENT REQUESTED] per unit if less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units have been ordered per
                  Contract Year;

            (iii) [CONFIDENTIAL TREATMENT REQUESTED] per unit if [CONFIDENTIAL
                  TREATMENT REQUESTED] units or more, but less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units, have been ordered
                  per Contract Year;

            (iv)  [CONFIDENTIAL TREATMENT REQUESTED] per unit if [CONFIDENTIAL
                  TREATMENT REQUESTED] units or more, but less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units, have been ordered
                  per Contract Year;

            (v)   [CONFIDENTIAL TREATMENT REQUESTED] per unit if [CONFIDENTIAL
                  TREATMENT REQUESTED] units or more, but less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units, have been ordered
                  per Contract Year; and


<PAGE>
            (vi)  [CONFIDENTIAL TREATMENT REQUESTED] per unit if more than
                  [CONFIDENTIAL TREATMENT REQUESTED] units have been ordered for
                  delivery per Contract Year.

      Orders for quantities in excess of the range contemplated in Article
      10.1(a) hereof shall be deemed "ordered" for purposes of Article 8.1(a)
      only if confirmed for delivery by DEBIOTECH in accordance with Article
      10.1(b) hereof.

      These Cassettes will be delivered pursuant to the Packaging Specifications
      contemplated in Article 10.3(e), non sterilized and in bulk in multiples
      of at least [CONFIDENTIAL TREATMENT REQUESTED] units during the first
      Contract Year and in multiples of at least [CONFIDENTIAL TREATMENT
      REQUESTED] units in the Contract Years thereafter.

      (b)   Pump v.1A:

            (i)   [CONFIDENTIAL TREATMENT REQUESTED] per unit if [CONFIDENTIAL
                  TREATMENT REQUESTED] units or more, but less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units, have been ordered
                  per Contract Year;

            (ii)  [CONFIDENTIAL TREATMENT REQUESTED] per unit if [CONFIDENTIAL
                  TREATMENT REQUESTED] units or more, but less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units, have been ordered
                  per Contract Year;

            (iii) [CONFIDENTIAL TREATMENT REQUESTED] per unit if [CONFIDENTIAL
                  TREATMENT REQUESTED] units or more, but less than
                  [CONFIDENTIAL TREATMENT REQUESTED] units, have been ordered
                  per Contract Year; and

            (iv)  [CONFIDENTIAL TREATMENT REQUESTED] per unit if more than
                  [CONFIDENTIAL TREATMENT REQUESTED] units have been ordered per
                  Contract Year.

      Orders for quantities in excess of the range contemplated in Article
      10.1(a) hereof shall be deemed "ordered" for purposes of Article 8.1(b)
      only if confirmed for delivery by DEBIOTECH in accordance with Article
      10.1(b) hereof.

      These Pumps are delivered pursuant to the Packaging Specifications
      contemplated in Article 10.3(e), with one external power supply, one
      cleaning cassette and one belt clip (or pole clip, at the election of IMED
      if it agrees to pay the price differential), including one rechargeable
      battery module inside the Pump, in multiples of at least [CONFIDENTIAL
      TREATMENT REQUESTED] units.

      (c) Pump v.2:

      The price for the Pump v.2 will be defined by DEBIOTECH at the date of
      Market Approval of Pump v.2 but shall in no event exceed the price for the
      Pump v.1A by more than [CONFIDENTIAL TREATMENT REQUESTED].


<PAGE>
      Orders for the quantities in excess of the range contemplated in Article
      10.1(a) hereof shall be deemed "ordered" for purposes of Article 8.1(c)
      only if confirmed for delivery by DEBIOTECH in accordance with Article
      10.1(b) hereof.

      These Pumps are delivered pursuant to the Packaging Specifications
      contemplated in Article 10.3(e), with one external power supply, one
      cleaning cassette and one belt clip (or pole clip, at the election of IMED
      if it agrees to pay the price differential), including one replaceable
      rechargeable battery pack inside the Pump, in multiples of at least
      [CONFIDENTIAL TREATMENT REQUESTED] units.

      (d) Accessories

      If ordered separately from a Pump:

            (i)   [CONFIDENTIAL TREATMENT REQUESTED] per unit for the pole/bed
                  fixation module by multiple of at least [CONFIDENTIAL
                  TREATMENT REQUESTED] units;

            (ii)  [CONFIDENTIAL TREATMENT REQUESTED] per unit for the shoulder
                  strap fixation module by multiple of at least [CONFIDENTIAL
                  TREATMENT REQUESTED] units;

            (iii) [CONFIDENTIAL TREATMENT REQUESTED] per unit for the belt clip
                  by multiple of at least [CONFIDENTIAL TREATMENT REQUESTED]
                  units;

            (iv)  [CONFIDENTIAL TREATMENT REQUESTED] per unit for the external
                  power supply for the Pump v.1 and v.1A by multiple of at least
                  [CONFIDENTIAL TREATMENT REQUESTED] units;

            (v)   [CONFIDENTIAL TREATMENT REQUESTED] per unit for the Pump
                  storage plastic casing by multiple of at least [CONFIDENTIAL
                  TREATMENT REQUESTED] units; and

            (vi)  not more than [CONFIDENTIAL TREATMENT REQUESTED] per unit for
                  the Cassette/Reservoir Module Housing by multiple of at least
                  [CONFIDENTIAL TREATMENT REQUESTED] units.

8.2   Taxes; Currency. The prices mentioned in Article 8.1 hereabove are
      exclusive of any tax and for deliveries made F.O.B. freeport in Geneva, or
      other European port of embarkation mutually agreed upon, such agreement
      not to be unreasonably withheld by either Party, pursuant to Incoterms ICC
      1990 in accordance with Article 10.3(b). IMED shall be responsible for the
      payment of all taxes and customs duties, if any, that are due to
      governmental authorities in connection with the importation, sale and
      distribution of the Product and/or Accessories.


<PAGE>
      Invoicing will be in US$, or in any other currency agreed to by the
      Parties, applying the official exchange rate of US$ to this currency
      posted by Union Bank of Switzerland in Zurich on the due date of payment.

8.3   Price Increases or Decreases.

      (a) Annual Manufacturing Costs. One year after the commencing of the first
      Quarter in which the Effective Date occurs, and on each one year
      anniversary of such date (the "Calculation Date"), the prices will be
      increased or decreased, as the case may be, in respect of the following
      one year period by an amount equal to the lesser of: (i) DEBIOTECH's
      actual increases or decreases in manufacturing costs from the Effective
      Date to the most recent Calculation Date, as evidenced by a certificate
      from DEBIOTECH's original or second source manufacturer as the case may
      be; and (ii) the percentage increase or decrease in the Index from the
      Effective Date to the Calculation Date; provided, however, that the price
      shall never be reduced below the prices applicable as of the Effective
      Date. The price of the Product and Accessories will be the price valid on
      the date the Firm Order is given to DEBIOTECH. DEBIOTECH shall promptly
      notify IMED in writing of any price increase or decrease, which notice
      shall contain the amount of such increase or decrease and shall illustrate
      the calculation method used by DEBIOTECH to determine such increase or
      decrease.

      Should IMED find it impossible to pass to a majority of its clients the
      Product and/or Accessories price increases according to this Article 8.3
      in its own prices to its customers in certain countries of the Territory,
      then the Parties hereto shall negotiate in good faith in order to find, if
      possible, a more limited increase for the Product and/or Accessories price
      for the year and in the country(ies) concerned than the price which would
      result from the application of the immediately preceding paragraph. In
      such an event, the price increase shall not exceed the cumulative increase
      which would have resulted applying a notional index, the increase of which
      would have been at the constant rate of [CONFIDENTIAL TREATMENT REQUESTED]
      per year from the Effective Date.

      (b) Product Changes. In the event that Product changes described in
      Article 5.9 (other than those changes contemplated in clause (i) of
      Article 5.9 which are due to any applicable law, rule or legal requirement
      in effect on the Effective Date and which shall be made at the sole cost
      of DEBIOTECH) result in an increase of direct or indirect manufacturing
      costs, the transfer price will be increased accordingly; provided,
      however, that any such changes which are Improvements shall be treated
      under Article 5.10.

8.4   Price Forecasts; Adjustments. In order to apply a reasonable price at the
      beginning of each Contract Year, the beginning unit transfer price shall
      be based on the total number of units ordered by IMED during the previous

<PAGE>
      Contract Year and its increase ratio compared to volumes for the Contract
      Year before, and any final adjustment being either invoiced in the last
      Quarter or adjusted on the last payments for deliveries within the said
      last Quarter. The price of the Pumps delivered during the first Contract
      Year shall be based on the purchases anticipated for the said Contract
      Year but not below [CONFIDENTIAL TREATMENT REQUESTED], the balance being
      either invoiced in the last Quarter or adjusted on the last deliveries of
      the said last Quarter.

8.5   Payment Terms; Interest on Late Payments. All payments concerning
      deliveries by DEBIOTECH shall be made by IMED to a bank account designated
      by DEBIOTECH to IMED, by SWIFT transfer, as follows: (a) [CONFIDENTIAL
      TREATMENT REQUESTED] of the sum due (i) when ordering pursuant to Article
      10.1(a) or (ii) three (3) months plus the remaining number of days of the
      Initial Firm Order Period after ordering pursuant to Article 10.2; and (b)
      the balance within [CONFIDENTIAL TREATMENT REQUESTED] days after delivery
      to the port contemplated in Article 10.3(b) hereof. Sums overdue by either
      Party under this Agreement will bear interest at three (3) points above
      Prime Rate or at such lower rate as shall then be the maximum rate
      permitted by law, calculated for the duration of the delay, on a daily
      basis, starting from the due date of payment. Each substantially complete
      delivery by DEBIOTECH to IMED shall constitute a separate sale obligating
      IMED to pay therefor, but IMED shall have a right to advance notice of
      substantially incomplete deliveries with an election to delay delivery to
      the next requested delivery date.

8.6   Liquidated Damages for Delivery Delay. In the event that DEBIOTECH fails
      to deliver Products or Accessories ordered by a Firm Order (Article
      10.1(a)) by the Confirmed Date (Article 10.1(b)) in quantities
      substantially equal to the quantities in such Firm Order, so long as
      DEBIOTECH uses commercially reasonable efforts, the sole damages available
      to IMED for such delay in delivery shall be liquidated damages as provided
      in this Article 8.6; provided, however, that, so long as DEBIOTECH uses
      commercially reasonable efforts, if such delay is due to (i) Force
      Majeure, (ii) the fault of IMED, (iii) a universal delay in the supply of
      a major component (other than the Pump motor) to the Product or Accessory
      which was (x) commonly available from multiple sources immediately prior
      to its unavailability or (y) only available from one source which was
      reliable immediately prior to the unavailability of such component or (iv)
      the result of design and/or manufacturing difficulties which arise in
      connection with responding to a Mandatory or Voluntary Recall or Epidemic
      Failure event under Article 11.3 (so long as DEBIOTECH expends
      commercially reasonable efforts to eliminate the causes thereof and again
      commences and continues supply in accordance with the terms of this
      Agreement within the shortest time reasonable under the circumstances
      following the occurrence of Recall or Epidemic Failure event), then in 

<PAGE>
      such cases no damages for such delay in delivery or consequences thereof
      may be claimed by IMED.

      Beginning after a grace period of thirty (30) days after such Confirmed
      Date, (i) IMED shall be able to deduct from any amounts then due and owing
      to DEBIOTECH or (ii) if no amounts are due under the foregoing clause (i)
      DEBIOTECH shall pay to IMED by SWIFT transfer within forty-five (45) days,
      or reduce the invoice amount due for delayed goods delivered prior to such
      45 day period, the following amounts:

            - [CONFIDENTIAL TREATMENT REQUESTED] of the transfer price of any
            such delayed Firm Order for each full week of delay from the first
            to fifth week after the grace period; and

            - [CONFIDENTIAL TREATMENT REQUESTED] of the transfer price of any
            such delayed Firm Order for each full week of delay from the sixth
            to fifteenth week after the grace period.

      Liquidated Damages payable under this Article 8.6 shall not exceed
      [CONFIDENTIAL TREATMENT REQUESTED] of the transfer price of each delayed
      Firm Order.

8.7   Special Packaging Costs. All costs for special packaging as requested by
      IMED in writing pursuant to Article 10.3(e) shall be in addition to the
      prices of the Product and/or Accessories, and shall be paid together with
      payment for the applicable Product and/or Accessories.

8.8   Letter of Credit. In the event IMED shall fail to make any payment for any
      delivery when due and such failure shall continue for more than fifteen
      (15) days after written notice from DEBIOTECH of such failure, DEBIOTECH
      shall have the right to accept further orders and/or send confirmed
      deliveries for the Product and/or Accessories in that Contract Year only
      if IMED causes its bank (reasonably acceptable to DEBIOTECH) to open in
      favor of DEBIOTECH a confirmed and irrevocable letter of credit, payable
      in US$ upon the delivery of the corresponding Product and/or Accessories,
      such letter of credit being opened when placing the order pursuant to
      Article 10.1(a) or at DEBIOTECH's requested time before delivery, in an
      amount equal to the balance due in respect of such order, and shall not
      expire before sixty (60) days after the confirmed date of delivery. If
      DEBIOTECH has the right to require such a letter of credit more than
      twice, it shall have the right to require such a letter of credit for the
      duration of the Agreement.

8.9   Cost of Improvements. In the event of any Improvements of either the Pump,
      the Cassette or Accessories except New Accessories, pursuant to Article
      5.10 hereabove, the price for the Product or Accessory including such
      Improvement will be increased by [CONFIDENTIAL TREATMENT REQUESTED] of

<PAGE>
      DEBIOTECH's increased direct manufacturing costs attributable solely to
      the Improvement.

8.10  Reduction in Sales Price; Other Alternatives. Subject to Articles 8.3 and
      8.9, the above Pump and Cassette prices shall remain in effect for the
      duration of this Agreement provided, however, that in the event IMED can
      establish at any time from and after January 1, 1997 that, on the sole
      basis of objective information relating to then existing market
      conditions, IMED must lower its average sales price for the Pump, Cassette
      and Accessories because it has not made over a consecutive twelve (12)
      month period a [CONFIDENTIAL TREATMENT REQUESTED] Gross Margin, IMED may
      request no more than once per Contract Year a price reduction by written
      notice to DEBIOTECH including the objective information about market
      conditions showing the need to lower the sales prices to customers and the
      relevant Gross Margin data (in particular selling prices and sales volumes
      of Pump, Cassette and Accessories). The Parties shall meet to discuss a
      solution within fifteen (15) days from receipt of such notice.

      In the event that the Parties are unable to agree on price reductions of
      one or more of the Pump, Cassette or Accessories that are satisfactory to
      IMED, within thirty (30) days from the written notice by IMED to
      DEBIOTECH, then DEBIOTECH shall have the election to choose, by sending
      written notice thereof to IMED, any one of the following options:

            (a) DEBIOTECH may elect to lower the price of the Pump, Cassette
            and/or Accessories in such amounts and combination of amounts as
            DEBIOTECH may elect in its sole discretion, to a fixed level which
            would provide to IMED such [CONFIDENTIAL TREATMENT REQUESTED] Gross
            Margin based on the Gross Margin calculation data provided by IMED.
            In such a case, IMED must accept such reduction and continue full
            performance of the Agreement. Further, IMED agrees that to the
            extent it shall at any time thereafter have a Gross Margin in excess
            of [CONFIDENTIAL TREATMENT REQUESTED], such excess shall be used to
            restore to DEBIOTECH the difference between the reduced price
            provided pursuant to this Article 8.10(a) and the price DEBIOTECH
            would otherwise have received under Article 8.1 and Article 8.3 but
            for such a price reduction (the "Restoration Amount"). In the event
            that prices shall ever be reduced under this Article 8.10(a), the
            Parties shall calculate annually the Restoration Amount for each
            Contract Year. At the end of any subsequent Contract Year in which
            IMED shall have a Gross Margin in excess of [CONFIDENTIAL TREATMENT
            REQUESTED], it shall pay such Restoration Amount to DEBIOTECH within
            thirty (30) days after the end of such Contract Year. The
            Restoration Amounts shall continue to accumulate during the term of
            this Agreement until paid and shall be paid each Contract Year to
            the extent of accumulated, but unpaid, Restoration Amounts, but 

<PAGE>
            shall not bear interest; or

            (b) DEBIOTECH may elect to eliminate the minimum order requirements
            in Article 12.1 hereof; or

            (c) DEBIOTECH may elect to send a Termination Notice and pay to IMED
            the Purchase Price pursuant to Article 17.7, provided, however, that
            IMED shall have the right, exercisable within ten (10) days of its
            receipt of written notice of DEBIOTECH's election of this option
            (c), to avoid such termination by giving written notice to DEBIOTECH
            of IMED's withdrawal of its price reduction request and continuing
            this Agreement by paying the transfer prices in effect.

      DEBIOTECH may elect option (a), (b) or (c) each time IMED requests such a
      price reduction but once option (b) has been elected, that election cannot
      be changed without the consent of IMED.


ARTICLE 9:  ROYALTIES

9.1   Pump. IMED shall pay to DEBIOTECH a royalty on the Pump Net Proceeds of
      Sales for each type of Pump at a rate which shall be determined as
      follows:

      (a)   if the Pump Net Proceeds of Sales are less than twice the aggregate
            price paid by IMED during that Contract Year for such Pump pursuant
            to Article 8 hereabove (after taking into consideration all final
            adjustments pursuant to Article 8.4), the rate shall be
            [CONFIDENTIAL TREATMENT REQUESTED];

      (b)   if the Pump Net Proceeds of Sales are more than twice, but less than
            two and one half times, the aggregate price paid by IMED during that
            Contract Year for such Pump pursuant to Article 8 hereabove (after
            taking into consideration all final adjustments pursuant to Article
            8.4), the rate shall be [CONFIDENTIAL TREATMENT REQUESTED];

      (c)   if the Pump Net Proceeds of Sales are over two and one half times,
            but less than three times, the aggregate price paid by IMED during
            that Contract Year for such Pump pursuant to Article 8 hereabove
            (after taking into consideration all final adjustments pursuant to
            Article 8.4), the rate shall be [CONFIDENTIAL TREATMENT REQUESTED];

      (d)   if the Pump Net Proceeds of Sales are more than three times, but
            less three and one half times, the aggregate price paid by IMED
            during that Contract Year for such Pump pursuant to Article 8
            hereabove (after taking into consideration all final adjustments
            pursuant to Article 8.4), the rate shall be [CONFIDENTIAL 

<PAGE>
            TREATMENT REQUESTED]; or

      (e)   if the Pump Net Proceeds of Sales are more than three and one half
            times the aggregate price paid by IMED during that Contract Year for
            such Pump pursuant to Article 8 hereabove (after taking into
            consideration all final adjustments pursuant to Article 8.4), the
            rate shall be [CONFIDENTIAL TREATMENT REQUESTED].

9.2   Cassette. IMED shall pay to DEBIOTECH a royalty on the Cassette Net
      Proceeds of Sales for Cassette/Reservoir Modules and Cassette Sets sold in
      any Contract Year in connection with an empty or prefilled
      Cassette/Reservoir Module (minus the cost to IMED of the drug itself if
      sold by IMED or its Affiliates pre-filled) at a rate which shall be
      determined as follows:

      (a)   if the Cassette Net Proceeds of Sales are less than twice the Cost
            Price (after taking into consideration all final adjustments
            pursuant to Article 8.4), the rate shall be [CONFIDENTIAL TREATMENT
            REQUESTED];

      (b)   if the Cassette Net Proceeds of Sales are more than twice, but less
            than two and one half times, the Cost Price (after taking into
            consideration all final adjustments pursuant to Article 8.4), the
            rate shall be [CONFIDENTIAL TREATMENT REQUESTED];

      (c)   if the Cassette Net Proceeds of Sales are over two and one half
            times, but less than three times, the Cost Price (after taking into
            consideration all final adjustments pursuant to Article 8.4), the
            rate shall be [CONFIDENTIAL TREATMENT REQUESTED];

      (d)   if the Cassette Net Proceeds of Sales are more than three times, but
            less three and one half times, the Cost Price (after taking into
            consideration all final adjustments pursuant to Article 8.4), the
            rate shall be [CONFIDENTIAL TREATMENT REQUESTED]; or

      (e)   if the Cassette Net Proceeds of Sales are more than three and one
            half times the Cost Price (after taking into consideration all final
            adjustments pursuant to Article 8.4), the rate shall be
            [CONFIDENTIAL TREATMENT REQUESTED].

9.3   Accessories. IMED shall pay to DEBIOTECH a royalty on the Accessory Net
      Proceeds of Sales for each type of Accessory at a rate which shall be
      determined as follows:

      (a)   if the Accessory Net Proceeds of Sales are less than twice the
            aggregate price paid by IMED during that Contract Year for such
            Accessory pursuant to Article 8 hereabove (after taking into
            consideration all final adjustments pursuant to Article 8.4), the
            rate shall be [CONFIDENTIAL TREATMENT REQUESTED];

<PAGE>

      (b)   if the Accessory Net Proceeds of Sales are more than twice, but less
            than two and one half times, the aggregate price paid by IMED during
            that Contract Year for such Accessory pursuant to Article 8
            hereabove (after taking into consideration all final adjustments
            pursuant to Article 8.4), the rate shall be [CONFIDENTIAL TREATMENT
            REQUESTED];

      (c)   if the Accessory Net Proceeds of Sales are over two and one half
            times, but less than three times, the aggregate price paid by IMED
            during that Contract Year for such Accessory pursuant to Article 8
            hereabove (after taking into consideration all final adjustments
            pursuant to Article 8.4), the rate shall be [CONFIDENTIAL TREATMENT
            REQUESTED];

      (d)   if the Accessory Net Proceeds of Sales are more than three times,
            but less three and one half times, the aggregate price paid by IMED
            during that Contract Year for such Accessory pursuant to Article 8
            hereabove (after taking into consideration all final adjustments
            pursuant to Article 8.4), the rate shall be [CONFIDENTIAL TREATMENT
            REQUESTED]; or

      (e)   if the Accessory Net Proceeds of Sales are more than three and one
            half times the aggregate price paid by IMED during that Contract
            Year for such Accessory pursuant to Article 8 hereabove (after
            taking into consideration all final adjustments pursuant to Article
            8.4), the rate shall be [CONFIDENTIAL TREATMENT REQUESTED].

9.4   Sales to IMED Affiliates. Notwithstanding the foregoing, any sales between
      IMED and its Affiliates shall not be counted as sales to Third Persons and
      therefore shall not generate any royalty payment provided however that
      such Affiliates are not in fact users of such Products and/or Accessories.

9.5   Payment of Royalties.

      (a) Timing. The royalties pursuant to Articles 9.1, 9.2 and 9.3 hereabove
      shall be paid to DEBIOTECH within [CONFIDENTIAL TREATMENT REQUESTED] after
      the end of each Contract Year with a written statement specifying the
      quantities of Pumps, Cassettes (in connection with an empty or prefilled
      Cassette/Reservoir Module), Cassette/Reservoir Modules and other
      Accessories sold during that Contract Year and the corresponding Net
      Proceeds of Sales during the said Contract Year.

      (b) Method. All payments shall be made by SWIFT transfer to a bank account
      to be designated to IMED by DEBIOTECH in writing, in US$, or in any other
      currency agreed to by the Parties, applying the official exchange rate of
      US$ to this currency posted by Union Bank of Switzerland in Zurich on the
      last day of the relevant Quarter.

<PAGE>

      (c) Late Rate. Overdue royalties shall bear interest at three (3) points
      above Prime Rate or at such lower rate as shall then be the maximum rate
      permitted by law, calculated for the duration of the delay, on a daily
      basis, starting from the due date of payment.

9.6   Accounting Records. IMED and DEBIOTECH and/or any of their Affiliates, as
      the case may be, shall keep accounting records regarding the sales of the
      Product, Cassette/Reservoir Modules and Accessories pursuant to this
      Agreement separate from its sales of other products, in order to
      facilitate audits by any accountant according to the provisions of Article
      21.4.


ARTICLE 10: ORDERS & DELIVERY

10.1 Orders.

      (a) Firm Orders; Forecast. IMED shall deliver to DEBIOTECH a written
      notice three (3) months prior to the beginning of each Quarter specifying:
      (i) a firm and irrevocable order for the Product and/or Accessories for
      that Quarter (the "Firm Order") (which may be divided by IMED into monthly
      purchase orders) indicating requested delivery dates; and (ii) a
      non-binding forecast for Product and/or Accessories for the Quarter
      thereafter, accompanied, when applicable, by the information contemplated
      in Article 14.4 hereof; provided, that the forecast shall not be more than
      150% of the Firm Order for the immediately preceding Quarter unless IMED
      gives at least nine (9) months advance notice. The Firm Order in respect
      of any Quarter shall be greater than or equal to eighty percent (80%) and
      less than or equal to one hundred twenty percent (120%) of the forecast
      delivered to DEBIOTECH for such Quarter pursuant to clause (ii) of the
      preceding sentence, with respect to any particular Product or Accessory.

      (b) Purchase Orders. Each Firm Order may specify the shipment date(s)
      within the applicable Quarter (each a "Shipment Date"). DEBIOTECH shall:
      (i) be obligated to supply, subject only to the provisions of Article 19,
      all Products and Accessories ordered pursuant to the Firm Order; and (ii)
      promptly acknowledge each purchase order in writing and confirm the
      Shipment Dates for all ordered Products and Accessories (or a date as soon
      as possible thereafter but in any event within thirty (30) days of the
      date specified by IMED, the date so confirmed by DEBIOTECH, the "Confirmed
      Date") and destinations specified by IMED in accordance with Article
      10.3(d). DEBIOTECH shall not be obligated (although it shall use
      commercially reasonable efforts) to supply in any Quarter any quantity of
      Products or Accessories, exceeding with respect to any particular Product
      or Accessory, 120% of IMED's forecast for such Quarter furnished in
      accordance with Article 10.1(a)(ii) above.


<PAGE>
10.2  Initial Orders. DEBIOTECH shall notify IMED within two (2) weeks and six
      (6) months in advance of the time at which it is capable of providing IMED
      with production quantities of any Product (provided that, in the event
      that such Product is a Pump, DEBIOTECH must then also be capable of
      providing IMED with Cassettes for such Pump). IMED shall have two (2)
      weeks from the receipt of such notification (the "Initial Firm Order
      Period") to deliver to DEBIOTECH a Firm Order (the "Initial Firm Order")
      for such Product. In the event that IMED fails to deliver the Initial Firm
      Order to DEBIOTECH within the Initial Firm Order Period without any valid
      reason, Product Availability for such Product shall deem to have occurred
      six (6) months following the expiration of the Initial Firm Order Period.

      IMED hereby places with DEBIOTECH a firm and irrevocable order for a first
      delivery of [CONFIDENTIAL TREATMENT REQUESTED] Cassettes, at a unit cost
      price according to Article 8.1(a)(i) and according to the conditions
      stipulated in Article 8 hereof. These Cassettes will be delivered over
      [CONFIDENTIAL TREATMENT REQUESTED] running from the first day of the first
      Country Year for the USA, according to individual Firm Order confirmations
      for delivery according to the schedule mentioned in Article 10.1
      hereabove.

10.3  Delivery.

      (a) Delivery Time. DEBIOTECH shall ship Products and Accessories to IMED
      on the Confirmed Shipment Date. DEBIOTECH shall notify IMED at least seven
      (7) days in advance when the Product and/or Accessories are ready to be
      shipped. If a delivery is delayed as a result of any action or inaction of
      IMED, DEBIOTECH may invoice IMED for the Product and/or Accessories as of
      the Confirmed Shipment Date and may charge IMED for warehousing and other
      expenses incurred directly resulting from the delay.

      (b) Delivery Terms. The Products and Accessories shall be shipped to IMED
      F.O.B., freeport in Geneva or other European port of embarkation mutually
      agreed upon, such agreement not to be unreasonably withheld by either
      Party, pursuant to Incoterms ICC 1990. Notwithstanding the foregoing
      delivery terms, upon IMED's written request DEBIOTECH shall: (i) arrange
      for and procure contracts of carriage and insurance on customary terms;
      and (ii) provide IMED with assistance in obtaining any documents issued or
      transmitted in the country of shipment which IMED may require for the
      importation or export of Products and Accessories therefrom, in each case
      at IMED's risk and expense.

      (c) Packing List. DEBIOTECH shall include a packaging list in each
      shipment of Products and/or Accessories which shall provide the following
      information: (i) IMED purchase order number; (ii) quantity; and (iii)
      DEBIOTECH lot number, and which shall be accompanied by the certificate
      contemplated in Article 11.2(c). DEBIOTECH shall mail a copy of each
      packing list to IMED at the time of shipment.

<PAGE>

      (d) Destination. The Products, Accessories and Spare Parts will be made
      ready for shipment to IMED by DEBIOTECH at one address only in each
      country of the Territory. IMED may change the address of such shipments
      from time to time upon written notice to DEBIOTECH.

      (e) Packaging. Each Product and Accessory sold to IMED by DEBIOTECH
      hereunder shall be packed using the packaging specifications for such
      Product or Accessory described on Enclosure 13 hereto (the "Packaging
      Specifications"). IMED will deliver sufficiently in advance all manuals,
      inserts, special labeling and the like to be provided by IMED and included
      in the package by DEBIOTECH's manufacturer at no supplementary cost to
      IMED.

      IMED shall notify DEBIOTECH in writing of any special packaging
      requirements or change in the Packaging Specifications when placing firm
      order pursuant to Article 10.1(a). Upon receipt of such notice, DEBIOTECH
      shall take all necessary measures to comply with any such request;
      provided, however, that the additional costs associated with such request,
      if any, shall be paid by IMED in accordance with Article 8.7.

10.4 Supply Interruption Safeguards.

      (a) Minimum Cassette Supply Reserve Requirements. DEBIOTECH shall maintain
      in a secure warehouse independent from manufacturing facilities a three
      (3) month supply of Cassettes (based on then current sales volumes) so
      that there is always a three (3) month reserve available. In addition,
      either IMED or DEBIOTECH may, at its sole discretion, elect to maintain
      any additional reserve.

      (b) Second Source Supplier. DEBIOTECH shall, promptly after the First
      Introduction Date in the USA, take all reasonably necessary measures in
      order to have a second source Cassette manufacturer (reasonably acceptable
      to IMED as to reliability, quality, technical capability, financial
      capability and creditworthiness) ready to begin Cassette supply within six
      (6) months from any first source Supply Interruption (as hereinafter
      defined), such second source manufacturer being able to fulfill all
      required manufacturing standards hereunder, including those set forth in
      Article 11.1(a) and 11.2 hereunder, and to supply the required orders from
      IMED, according to the rolling forecasts and Firm Orders communicated to
      DEBIOTECH as mentioned in Article 10.1. In addition, DEBIOTECH may at any
      time have a second source Pump and/or Accessory manufacturer (reasonably
      acceptable to IMED as to reliability, quality, technical capability,
      financial capability and creditworthiness) ready to begin Pump and/or
      Accessory supply within six (6) months from any first source Supply
      Interruption, such second source manufacturer being able to fulfill all
      required manufacturing standards hereunder, including those set forth in
      Article 11.1(a) and 11.2 hereunder, and to supply the required orders from
      IMED, according to the rolling forecasts and Firm Orders communicated to

<PAGE>
      
      DEBIOTECH as mentioned in Article 10.1. DEBIOTECH shall keep IMED informed
      in general regarding the progress of such arrangements and shall provide
      to IMED the identity of such manufacturer(s) in a written request for
      IMED's reasonable consent (as to reliability, quality, technical
      capability, financial capability and creditworthiness).

      (c) Good Faith Efforts. Each of DEBIOTECH and IMED shall cooperate in good
      faith at all times during any Supply Interruption of supply of Pumps,
      Cassettes or Accessories, sharing information and suggesting alternative
      solutions. It is agreed that it is the intent of the Parties to find a
      solution to any Supply Interruption problem that maintains the rights and
      obligations of DEBIOTECH to supply Product and Accessories and, to the
      extent practicable, most rapidly re-establishes the regular primary source
      manufacturers.

      (d) Supply Interruption Procedures. In the event of any supply
      interruption from the first source to DEBIOTECH which would or does result
      in a delivery delay to DEBIOTECH of more than thirty (30) days (a "Supply
      Interruption"), DEBIOTECH shall inform IMED in writing immediately (the
      "Supply Interruption Notice"). As the first step in the resolution of any
      such Supply Interruption, DEBIOTECH and IMED shall meet within fourteen
      (14) days of such Supply Interruption Notice to determine the facts and
      discuss in good faith the most reasonable alternative solutions under the
      circumstances. As soon as possible and in any event not later than thirty
      (30) days after such Supply Interruption Notice (the "Consultation
      Period"), the Parties shall use their commercially reasonable efforts to
      reach a mutual good faith determination as to the nature and probable
      duration of the Supply Interruption. Given the objectives of the Parties,
      in general, only if it reasonably appears that such first source
      manufacturer is not capable or willing to resume regular supply in a
      reasonable period of time shall a shift to a second source be necessary.
      Accordingly, the Parties agree to take the following actions in the
      following circumstances:

                  (i) Less Than Three Months. If the Parties mutually agree that
            the Supply Interruption appears reasonably likely to be of less than
            three months duration from the Supply Interruption Notice and the
            then primary manufacturer appears reasonably likely to be capable to
            produce ordered quantities again before the end of such period, then
            the Parties agree to assist such primary manufacturer to restore
            supply in the shortest possible period and not to activate any
            available second source during such three month period, unless
            during such period the Supply Interruption then appears reasonably
            likely to continue beyond three months.


<PAGE>
                  (ii) From Three to Six Months. If the Parties mutually agree
            that the Supply Interruption reasonably appears to be of more than
            three but less than six months duration from the Supply Interruption
            Notice or the then primary manufacturer appears reasonably unlikely
            to be capable to produce ordered quantities again before the end of
            such six month period, the Parties shall discuss in good faith and
            decide whether it is necessary under all of the circumstances to
            activate the second source in order to assure adequate future
            supply, provided however, that IMED may require in the case of a
            Cassette Supply Interruption that a second source Cassette
            manufacturer be immediately activated.

                  (iii) More Than Six Months. If the Parties mutually agree that
            the Supply Interruption reasonably appears to be of more than six
            months duration from the Supply Interruption Notice or the then
            primary manufacturer appears reasonably unlikely to be capable to
            produce ordered quantities again after such period, the Parties
            agree to immediately activate the second source Cassette
            manufacturer (or in the case of Pumps or Accessories any second
            source manufacturer selected by DEBIOTECH which is reasonably
            acceptable to IMED as to reliability, quality, technical capability,
            financial capability and creditworthiness) to have it operational in
            the shortest possible delay.

      If despite their commercially reasonable efforts the Parties cannot agree
      on an analysis of the circumstances of the Supply Interruption or on the
      best course of action to take, (i) either Party may subject the question
      to the accelerated arbitration proceeding described in Article 22.3(a) and
      until there is a final determination, DEBIOTECH shall proceed in
      accordance with its commercially reasonable judgement or (ii) if neither
      Party commences such an arbitration proceeding, DEBIOTECH shall in good
      faith be entitled to follow its commercial reasonable judgment in solving
      the Supply Interruption, both clauses (i) and (ii) being subject to the
      following provisions:

                  (i) IMED Right to Request Second Source Activation. If during
            the consultation period IMED believes that the second source
            manufacturer should be immediately activated by DEBIOTECH because in
            IMED's reasonable judgment the primary source will not be capable of
            resuming adequate supply within six (6) months of the Supply
            Interruption Notice, it shall deliver a written request to DEBIOTECH
            to activate such second source ("IMED Activation Request").

                  (a) Debiotech Compliance. If DEBIOTECH complies with such IMED
            Activation Request, the Parties shall follow such course of action
            to conclusion and DEBIOTECH shall have a period of up to six (6)
            months from and after receipt of the IMED Activation Request

<PAGE>
            to have such second source producing an adequate supply. In the
            event that DEBIOTECH determines to comply with IMED's request
            against its better judgment, it may promptly deliver a written
            notice to IMED indicating the date by which it believed in its
            reasonable judgment that the primary source would have been
            producing an adequate supply. In the event that such notice was
            provided to IMED and the primary source was able to cure the Supply
            Failure prior to the date six (6) months after the IMED Activation
            Request, DEBIOTECH shall be entitled to an additional grace period
            under the liquidated damage provisions of Article 8.6 hereof equal
            to the number of days between (x) the date of receipt of the IMED
            Activation Request and (y) the date three (3) months after the
            Supply Interruption Notice.

                     (b) DEBIOTECH Non-Compliance. If DEBIOTECH elects using its
            reasonable commercial judgment to refuse to comply with the IMED
            Activation Request and to continue with the first source, it shall
            be entitled to follow such course of action so long as such primary
            source is again producing an adequate supply before a date three (3)
            months after the Supply Interruption Notice. DEBIOTECH shall
            immediately activate its second source manufacturer in the event of
            a Supply Interruption that is continuing after such three (3) month
            period, unless (i) the Parties are then pursuing a mutually agreed
            plan to continue with the primary source and such plan is reasonably
            likely to result in the restoration of adequate supply within the
            estimated time frame or in any event no later than six (6) months
            after such IMED Activation Request or (ii) otherwise notified by
            IMED. In the event that the primary source is not producing an
            adequate supply six (6) months after receipt of the IMED Activation
            Request or if DEBIOTECH subsequently changes it strategy and
            activates the second source, DEBIOTECH shall be liable to IMED for
            damages equal to the reasonable out-of- pocket costs incurred by
            IMED as a direct result of being without supply during the period
            between the date six (6) months after receipt of the IMED Activation
            Request and the date DEBIOTECH's primary or second source
            manufacturer, as the case may be, is actively producing an adequate
            supply.

                  (ii) IMED Right to Require Arbitration. In the event that the
            restoration of adequate supply has not been achieved within six (6)
            months after the Supply Interruption Notice, IMED may request an
            accelerated arbitration pursuant to Article 22.3 to determine the
            best course of action if it reasonably believes that the current
            course of action will not result in the restoration of adequate
            supply more rapidly than an alternative proposed by IMED. DEBIOTECH
            shall carry the burden of proof that such current course of action

<PAGE>
            will result in a restoration of adequate supply by the time
            estimated.

      The time periods in this Article 10.4(d) measured from the Supply
      Interruption Notice shall be extended for Cassette Supply Interruptions by
      two (2) days for every three days of supply reserve of Cassettes
      maintained by DEBIOTECH in excess of the three (3) month reserve provided
      for in Article 10.4(a) hereof and for Pump or Accessory Supply
      Interruptions by one (1) day for every day of supply reserve of Pumps or
      Accessories, as the case may be, maintained by DEBIOTECH, but in no event
      shall the time periods be extended by more than nine (9) months.

10.5  Standby Arrangements. The parties have entered into this Article 10.5 in
      order to provide to IMED the ability to obtain and sell the Products and
      Accessories in the Territory under circumstances where, notwithstanding
      the sequential application of the above provisions and the efforts of the
      Parties hereto to perform this Agreement in good faith so as to continue
      their relationships as contemplated herein, DEBIOTECH is no longer able
      to, or does not, satisfy its obligations to provide IMED with its
      reasonable requirements of Products and Accessories as contemplated
      herein. Accordingly, in those cases where the Parties have been unable to
      resolve a Supply Interruption problem pursuant to Article 10.4 through
      their mutual assistance of the first source manufacturer or the transfer
      of manufacture to a second source manufacturer selected by DEBIOTECH, the
      second step in the resolution process will be either for IMED to contract
      directly with SAGEM, Plastic Omnium or other first source manufacturer, as
      the case may be, pursuant to a Standby Agreement, or for IMED to assume
      direct responsibility for such manufacture pursuant to the Standby
      License, in either case, in accordance with the respective provisions
      which follow.

            (a) Standby Agreements. On the Effective Date, DEBIOTECH shall
            provide IMED with written undertakings from: (i) Malbec SA stating
            that IMED will always have the opportunity to cure any DEBIOTECH
            default under the license between DEBIOTECH and MALBEC SA
            contemplated in Schedule 13.2 (the "Malbec License"), so that the
            technology contemplated in the Malbec License will continue to be
            available to IMED on terms which are at least as favorable as those
            then currently provided to DEBIOTECH; and (ii) SAGEM and Plastic
            Omnium to supply IMED directly with Product and Accessories on the
            same terms at which IMED receives Product and Accessories from
            DEBIOTECH under this Agreement, such undertakings attached hereto as
            Exhibits 10.5A, 10.5B and 10.5C, respectively (the "Standby
            Agreements"). IMED shall only be entitled to enforce its rights
            under the Standby Agreements if: (i) the provisions of Article 10.4
            have been complied with; (ii) three months have past since the
            receipt of the Supply Interruption Notice; and (iii) in the event at
            least one of the following has occurred:  (x) the filing of a

<PAGE>
            bankruptcy case or reorganization proceeding (i.e. a composition) by
            or against DEBIOTECH which has not been dismissed within ninety (90)
            days; (y) the failure of DEBIOTECH to operate its business in the
            ordinary course as it relates to the manufacture and sale of any
            Product or Accessories for thirty (30) consecutive Business Days (or
            forty (40) cumulative Business Days within any period of ninety (90)
            Business Days and such failure has a material adverse effect upon
            the ability of DEBIOTECH to supply such Product or Accessories in
            accordance with Article 10.1; or (z) the failure of DEBIOTECH to
            achieve the timely commencement of manufacture within six (6) months
            of the supply interruption to IMED for the Pump or three (3) months
            of the supply interruption to IMED for the Cassette (in any such
            case, a "Supply Failure"); provided, however, that:

                  (i) Force Majeure. If the Supply Interruption is due to a
                  Force Majeure event, as described in Article 19.1, DEBIOTECH
                  shall provide notice to IMED of the occurrence of such event
                  within fifteen (15) days following such occurrence and
                  DEBIOTECH shall, upon IMED's request, provide IMED with
                  reasonable assurances that DEBIOTECH will manufacture (or
                  cause to be manufactured) and sell such Product and
                  Accessories to IMED within ninety (90) days of the occurrence
                  of such Force Majeure event, then the same shall not be deemed
                  to be a Supply Failure hereunder and the time periods
                  contemplated in Article 10.4 shall not begin to run during the
                  period which is the lesser of: (a) the continuing existence of
                  such Force Majeure event; and (b) ninety (90) days.

                  (ii) Recall. If the Supply Interruption is the result of
                  design and/or manufacturing modifications which are necessary
                  to respond to a Mandatory or Voluntary Recall event under
                  Article 11.3 hereof, then the same shall not be deemed a
                  Supply Failure hereunder, so long as DEBIOTECH expends its
                  commercially reasonable efforts to eliminate the causes
                  thereof and again commences and continues supply of such
                  Product and Accessories in accordance with the terms of this
                  Agreement within the shortest time reasonable under the
                  circumstances following the occurrence of such recall event,
                  and the time periods contemplated in Article 10.4 shall not
                  begin to run during the period of which is the lesser of: (a)
                  the continuing existence of such recall event; and (b) ninety
                  (90) days; or

                  (iii) Major Component. If the Supply Interruption is the
                  result of the general unavailability of a major component to a
                  Product or Accessory (other than the Pump motor) which was

<PAGE>
                  
                  (x) commonly available from multiple sources immediately prior
                  to its unavailability or (y) only available from one source
                  which was reliable immediately prior to the unavailability of
                  such component, which DEBIOTECH is unable to obtain either
                  through its own sources or with the advice and assistance of
                  IMED which IMED agrees to use commercially reasonable efforts
                  to provide, then the same shall not be deemed a Supply Failure
                  hereunder so long as DEBIOTECH expends commercially reasonable
                  efforts to eliminate the causes thereof and again commences
                  and continues supply of such Product and Accessories in
                  accordance with the terms of this Agreement, within the
                  shortest time reasonable under the circumstances following the
                  occurrence of the general unavailability of a major component.

            As soon as DEBIOTECH is again able to and does assume all of its
            supply obligations under the Agreement, then IMED's rights under the
            Standby Agreements shall terminate with respect to such Supply
            Failure.

            DEBIOTECH represents and warrants that the price for the Products
            and Accessories paid by IMED to SAGEM or Plastic Omnium or other
            manufacturer, as the case may be, under the Standby Agreements will
            not be more than the price for Products and Accessories paid by IMED
            to DEBIOTECH.

            (b) Standby Licenses. DEBIOTECH hereby grants IMED under all
            Technology: (i) an exclusive license (or non-exclusive license
            pursuant to Article 12.2, as the case may be) to use, market, sell,
            lease and distribute any of the Products or Accessories in the
            Territory, limited to the Field of Application; (ii) a non-
            exclusive license to have made worldwide any of the Products and
            Accessories by a Third Person manufacturer(s) selected by IMED which
            is reasonably acceptable to DEBIOTECH (or by IMED itself, but only
            if neither IMED nor DEBIOTECH can procure a Third Person
            manufacturer within a reasonable period of time), and subject to
            appropriate confidentiality and exclusivity undertakings to
            DEBIOTECH; and (iii) a nonexclusive right to modify, adapt and
            further develop any of the Products or Accessories (collectively,
            the "Standby Licenses").

            IMED shall be entitled to exercise its rights under the Standby
            Licenses by sending a written notice to DEBIOTECH (the "Standby
            Notice") only after the provisions of Article 10.4 have been fully
            complied with and in the event all of the following have occurred:
            (i) a Supply Failure exists; (ii) thirty (30) days have passed after
            written notice from IMED to DEBIOTECH, and to SAGEM or Plastic
            Omnium, as the case may be, that either SAGEM or Plastic Omnium, as 

<PAGE>
            the case may be, has failed or is unable to fulfill its obligations
            under the applicable Standby Agreement and such failure has not been
            cured within such thirty (30) day period; and (iii) DEBIOTECH has
            not undertaken effective steps to assure that adequate supply will
            be restored by a second source manufacturer in a time-frame
            reasonably likely to be shorter than the time that will be required
            for IMED to achieve production with its Third Person manufacturer.
            The Standby Licenses arising under this Article 10.5(b) shall apply
            only to those Products and Accessories the supply of which is
            affected and only so long as the supply is affected. In the event
            that DEBIOTECH contests the existence of the conditions entitling
            IMED to exercise such Standby License rights, DEBIOTECH shall have
            the right to submit that question to accelerated arbitration under
            Article 22.3 hereof and IMED's ability to exercise such rights shall
            be stayed until a final determination by such arbitrator.

                  In the event that IMED were to exercise its rights under the
            Standby Licenses and directly contract with a Third Person
            manufacturer to manufacture Pumps, Cassettes or Accessories (or IMED
            manufactures the same itself), as the case may be, DEBIOTECH shall
            be immediately thereafter relieved of all obligations under this
            Agreement relating to the manufacture of any Product or Accessory
            pursuant to the Standby License including, without limitation, all
            supply, delivery, quality control, warranty, Recall, Epidemic
            Failure, and liability of all kinds and description only with
            respect to those Products and Accessories so manufactured by such
            Third Person manufacturer (or IMED).

                  With respect to all such Pumps, Cassettes or Accessories, as
            the case may be, manufactured for IMED by such Third Person
            manufacturer (or by IMED itself), IMED shall pay to DEBIOTECH an
            annual royalty in lieu of any royalty payable under Article 9 hereof
            on such Pump Net Proceeds of Sales, Cassette Net Proceeds of Sales
            or Accessory Net Proceeds of Sales, as the case may be, equal to the
            sum of (i) [CONFIDENTIAL TREATMENT REQUESTED] of such Net Proceeds
            of Sales plus (ii) [CONFIDENTIAL TREATMENT REQUESTED] of IMED's
            Gross Margin (in this case limited to such Pump, Cassette or
            Accessory and before such royalty payment is taken into
            consideration) in excess of [CONFIDENTIAL TREATMENT REQUESTED] but
            such royalty shall not apply to any portion of IMED's Gross Margin
            beyond [CONFIDENTIAL TREATMENT REQUESTED]. Such royalty shall be
            paid annually at the times and in accordance with the procedures
            generally provided for royalties in Article 9.5. IMED shall be able
            to take as a credit against such royalties in excess of
            [CONFIDENTIAL TREATMENT REQUESTED] all of its reasonable
            out-of-pocket costs of transferring manufacture to a Third Person

<PAGE>
            manufacturer or the direct cost of transferring manufacture to IMED,
            as the case may be. IMED agrees that so long as any such Third
            Person manufacturer is reasonably capable of manufacturing
            quantities of such Product or Accessory in excess of IMED's supply
            requirements, (i) DEBIOTECH shall be free to obtain supply directly
            from such Third Person manufacturer and (ii) such Third Person
            manufacturer may, to the extent the same do not contain any of
            IMED's Patented Technology (as hereinafter defined), use the molds
            and equipment used to manufacture such Product or Accessory for IMED
            with no payment to IMED in respect thereof.

            (c) Transfer of Know-How. Following the first commercial sale of any
            Product or Accessory in the Territory and upon written notice from
            IMED, DEBIOTECH shall deposit duplicates of all material
            Confidential Information, and other specifications, drawings,
            methods and test data which relate to the manufacture of the Product
            and Accessories (including procurement of all components) (the
            "Manufacturing Information") in a safe deposit box, vault or
            appropriate safe locked storage in a bank or other appropriate
            facility located in Switzerland (the "Vault") under the joint
            supervision of DEBIOTECH's General Counsel and IMED's General
            Counsel. The annual cost of the Vault shall be shared equally by the
            Parties. Contemporaneously therewith, DEBIOTECH shall provide to
            SAGEM and PLASTIC OMNIUM and their respective approved successor
            manufacturers copies of Manufacturing Information. DEBIOTECH shall
            also periodically (but not less frequently than semi-annually)
            deposit in the Vault duplicates of all revisions, modifications,
            updates and enhancements to such information which may be developed
            or acquired by DEBIOTECH from time to time during the duration of
            this Agreement. IMED shall have the right periodically (but not more
            frequently than quarterly), upon ten (10) Business Days' prior
            written notice to DEBIOTECH, to appoint an independent
            representative reasonably acceptable to DEBIOTECH and subject to
            appropriate confidentiality undertakings to DEBIOTECH, to visually
            inspect but not copy, photograph, take notes on (other than to
            inventory the contents thereof) or otherwise remove the
            Manufacturing Information to determine if such Manufacturing
            Information is complete (which inspection shall be conducted at
            DEBIOTECH's option in the presence of a DEBIOTECH representative).
            The Manufacturing Information shall not be used by or released to
            any of IMED's other representatives until ten (10) days after the
            Standby Notice has been provided to DEBIOTECH in accordance with
            Article 10.5(b); provided, however, that if DEBIOTECH contests the
            existence of the conditions entitling IMED to exercise the Standby
            License by sending IMED a written notice of objection within five
            (5) Business Days from receipt of the Standby Notice, DEBIOTECH
            shall have the right to submit that question to accelerated

<PAGE>
            arbitration under Article 22.3 hereof and the Manufacturing
            Information shall not be used or released to any of IMED's
            representatives until a final determination by such arbitrator. All
            Manufacturing Information provided under this Article 10.5(c) shall
            be deemed to be Confidential Information and shall be subject to the
            terms of Article 18. Such Information may be used only as
            contemplated in Article 10.5(a) and 10.5(b).

            (d) Use of Manufacturing Equipment. DEBIOTECH agrees that SAGEM and
            Plastic Omnium (or approved successors) may use the Manufacturing
            Equipment (including, without limitation, new Manufacturing
            Equipment) in connection with the fulfillment of their obligations
            under the Standby Agreements. In addition, DEBIOTECH shall execute
            such documents and take such action, or cause the same to be
            executed or taken, as the case may be, as may be reasonably
            necessary to enable SAGEM and Plastic Omnium to use the
            Manufacturing Equipment in connection with the foregoing. Because
            DEBIOTECH has supply obligations to other distributors that require
            the use of the Manufacturing Equipment, DEBIOTECH grants no rights
            to IMED to use the Manufacturing Equipment in connection with the
            Standby Licenses.

                  DEBIOTECH agrees to maintain and take all reasonably necessary
            actions to ensure that the Manufacturing Equipment remains free and
            clear of all liens, claims and encumbrances which would prevent IMED
            from exercising and utilizing any of its rights under the Standby
            Agreements.

            (e) Technical Assistance. Following the exercise by IMED of its
            rights under the Standby Licenses, at IMED's reasonable request and
            from time to time, DEBIOTECH shall provide its technical and other
            personnel to provide: (a) non-documentary and other Manufacturing
            Information not previously furnished; and (b) consulting assistance
            to IMED in utilizing the Manufacturing Information, dealing with
            regulatory agencies and in connection with the manufacture and sale
            of the Product and Accessories. In addition, DEBIOTECH shall execute
            such documents and take such action as may be reasonably necessary
            to transfer any registrations of the Product and Accessories into
            IMED's name for the purpose of enabling IMED to utilize the Standby
            Licenses.

      The Standby Agreements and Standby License shall apply only with respect
      to the particular Pump, Cassette or Accessory, as the case may be, that
      are subject to Supply Interruption. An interruption in the supply of only
      one product such as Pumps, for example, shall not cause IMED to have any
      rights under the Standby Agreements or Licenses with respect to any other
      product such as Cassettes or Accessories, for example.

<PAGE>


ARTICLE 11:  WARRANTIES/QUALITY CONTROL/PRODUCT CHANGES

11.1  Warranty.

      (a) Quality. DEBIOTECH warrants that the Products, Accessories and Spare
      Parts shall be manufactured by or for DEBIOTECH by exerting the greatest
      care and in accordance with applicable laws and regulations. DEBIOTECH
      warrants that the Products, Accessories and Spare Parts, as delivered to
      IMED or its Affiliates shall: (i) conform to the Specification Documents;
      (ii) be free from manufacturing defects; and (iii) not be "adulterated" or
      "misbranded" as such terms are defined in the Act.

      DEBIOTECH shall be responsible, at its sole expense, for complying with
      all applicable regulatory requirements relating to the manufacture of the
      Product and Accessories for sale in the Territory, including the Act, Good
      Manufacturing Practices and other requirements of the FDA.

      (b) Title. DEBIOTECH warrants that upon delivery to and payment by IMED,
      the Products, Accessories and Spare Parts shall be free from any and all
      claims, demands, encumbrances, and liens affecting title, and DEBIOTECH
      will defend title thereto.

      (c) Exclusions. The warranties of DEBIOTECH set forth above shall not
      apply to any Product which: (a) has been tampered with or otherwise
      altered by Persons other than DEBIOTECH or its Affiliates or other than
      pursuant to and in accordance with DEBIOTECH's directions; or (b) has been
      subjected to misuse, negligence or accident by Persons other than
      DEBIOTECH or its Affiliates; or (c) is a Refurbished Pump.

      (d) Remedy.

            (i) Pump. As IMED's sole remedy for breach of warranty, should any
      failure to conform with the warranties in Article 11.1 (a) above appear
      within [CONFIDENTIAL TREATMENT REQUESTED] after a Pump is delivered by
      IMED to an end user, or [CONFIDENTIAL TREATMENT REQUESTED] after a Pump is
      delivered to IMED by DEBIOTECH, whichever period ends first, DEBIOTECH
      shall promptly repair or replace free of charge any Pump not meeting
      DEBIOTECH's above warranty during the said warranty period; provided,
      however, that if replacing or repairing the defective Pump fails to remedy
      the defect, IMED is entitled at its choice to rescind the sales contract
      insofar as the defective Pump is concerned or to reduce the purchase price
      by an appropriate amount agreed by DEBIOTECH. IMED shall pay the cost of
      shipping the defective Pump to DEBIOTECH and DEBIOTECH shall pay the cost
      of shipping the repaired or replacement Pump to IMED.

            (ii) Cassettes, Accessories and Spare Parts. As IMED's sole remedy
      for breach of warranty, should any failure to conform with the warranties

<PAGE>
      in Article 11.1 (a) above appear within [CONFIDENTIAL TREATMENT REQUESTED]
      after a Cassette, Accessory and/or Spare Part is delivered to IMED by
      DEBIOTECH: (a) IMED shall notify DEBIOTECH of any Cassette, Accessory
      and/or Spare Part not meeting DEBIOTECH's above warranty; and (b) IMED
      shall, if available from IMED's customer, ship to DEBIOTECH or destroy, at
      DEBIOTECH's option and IMED's cost, the defective Cassette, Accessory
      and/or Spare Part; and (c) DEBIOTECH shall promptly supply to IMED a
      Cassette, Accessory and/or Spare Part replacing the defective one(s) at no
      cost to IMED, except that DEBIOTECH shall replace each defective Cassette
      which has been supplied by IMED to a customer in a Cassette Set with two
      (2) replacement Cassettes at no cost to IMED.

      Notwithstanding the foregoing clauses (i) and (ii), Third Person
      liabilities shall be treated in accordance with Article 20.3.

      (e) Dispute concerning Defect. In the event that the Parties do not agree
      as to the existence of a defect and/or the applicability of warranty
      provisions, that question shall be submitted to an independent third party
      expert accepted by both Parties, bound with DEBIOTECH by adequate
      confidential obligations, for a final and binding determination. The cost
      of such expert and expertise procedure shall be at the full charge of the
      Party which was wrong in its interpretation of the defect and/or
      applicability of the warranty provisions.

11.2 Quality Control.

      (a) Inspection by DEBIOTECH. Prior to shipment, the Product and
      Accessories shall be subjected to a quality control inspection by
      DEBIOTECH or its manufacturer in accordance with the Quality Control
      Procedures. Upon reasonable prior written notice, DEBIOTECH shall permit
      the IMED independent person designated below to review periodically
      DEBIOTECH's production and quality control procedures and records and to
      visit DEBIOTECH's manufacturer's facilities, at reasonable times with a
      representative of DEBIOTECH present, in order to assure satisfaction of
      the requirements of this Article 11.2(a).

      (b) Inspection by IMED. Upon receipt of any Cassettes or Accessories, IMED
      shall perform a visual lot inspection of Cassettes or Accessories for
      conformance with the Specification Documents and for manufacturing
      defects.

      Any quality control conducted by IMED on the production site shall be
      handled at IMED's cost, by an independent Person acceptable to both
      Parties and bound vis-a-vis DEBIOTECH by an appropriate confidentiality
      agreement. Such on site inspection shall be limited to once per Contract
      Year, except in the event of material or recurring defects.


<PAGE>
      (c) Quality Control Certificate and Records. DEBIOTECH agrees to supply,
      and to attach to each shipment of Products and Accessories a quality
      control certificate indicating compliance by DEBIOTECH with the
      requirements of Article 11.2(a). DEBIOTECH agrees to keep for further
      reference one sample Cassette of each shipment of Cassettes and all
      manufacturing documentation and records pertaining to the Product and
      Accessories for the period required by applicable laws or regulation in
      the country where such Products and Accessories are sold.

11.3  Product Recall.

      (a) Mandatory Recall. In the event that a nonappealable administrative or
      judicial order (the "Recall Order") is issued or requested by an entity or
      authority having legal jurisdiction in the matter, IMED shall comply with
      the Recall Order and DEBIOTECH shall cooperate as herein provided. IMED
      shall be responsible for the administrative and transportation costs and
      expenses of complying with such Recall Order including, the cost of
      notifying customers and the costs associated with handling and any
      necessary shipment of such recalled Products and Accessories. DEBIOTECH
      shall be responsible for the costs of repair or replacement of such
      recalled Product or Accessory, up to an amount equal to the Recall Amount.
      All repair or replacement costs of the Recall Order in excess of such
      amount paid by DEBIOTECH shall be paid from the proceeds of the Recall
      Insurance Policy obtained by DEBIOTECH to cover such risk, the premiums
      for such policy being shared equally by the Parties, or if no such Recall
      Insurance Policy is then available, shall be shared equally by the
      Parties. Third Person liabilities shall be treated in accordance with
      Article 20.3.

      (b) Voluntary Recall. In the event that DEBIOTECH or IMED reasonably
      believes that any Product or Accessory violates any provision of
      applicable law, rule or regulation or should be recalled due to health or
      safety considerations, DEBIOTECH and IMED shall consult in good faith
      concerning the necessity for implementing any action and the means of
      implementing the same and shall mutually agree to take such action in
      respect thereof as is necessary. In such an event, the Voluntary Recall
      shall be treated in accordance with Article 11.3(a) hereabove, including,
      without limitation, calculation of costs.

      (c) Epidemic Failure. In the event of an Epidemic Failure of any Product
      or Accessory not constituting a Mandatory or Voluntary Recall and
      occurring after the expiry of the warranty period, DEBIOTECH and IMED
      shall consult in good faith concerning the action to be taken regarding
      such Product and/or Accessory and the means of implementing the same and
      shall mutually agree to take such action in respect thereof as is
      necessary including those Products and Accessories to be supplied by
      DEBIOTECH to IMED in the future (the "Necessary Action"). In such an
      event, the Necessary Action shall be treated in a manner consistent with

<PAGE>
      
      Article 11.3(a) hereabove, including, without limitation, calculation of
      costs.

      (d) Recall Cooperation. DEBIOTECH and IMED will keep one another fully
      informed with respect to any information, inquiry or correspondence from
      any government, agency or authority relating to the investigation or
      review of Product and Accessories compliance with applicable legal, health
      or safety requirements including prompt delivery to the other Party of all
      correspondence with any such government authority or agency as well as
      with any purchaser, customer or other user of such Product and
      Accessories. DEBIOTECH and IMED will cooperate fully with each other in
      effecting any recall or any other type of corrective action with respect
      to any Product and Accessories.

      (e) Exclusion. Nothing in this Article 11.3 applies to any rechargeable
      battery, rechargeable battery module and/or rechargeable battery pack.

11.4  Service Obligations. In addition to the obligations under Article 11.1(d)
      above, DEBIOTECH shall, at its expense, to the extent DEBIOTECH determines
      to modify software in order to: (i) permit the Products to comply with
      applicable regulatory requirements; or (ii) to improve product safety,
      provide, when possible, software update cards or other software media to
      IMED for replacement by IMED or the customer; provided, however, the cost
      for new microprocessors or memory chips (such as EEPROM) provided under
      the Article 11.4 shall not be at DEBIOTECH's expense.

11.5  Remedy Exclusive. With respect to the warranty obligations contained in
      Article 11.1 (a) and the recall obligations contained in Article 11.3, so
      long as DEBIOTECH honors such obligations, IMED shall not be entitled to
      ask for any losses, costs, damages, compensation, reimbursement, or
      damages on account of the loss of prospective profits on anticipated
      sales, or on account of expenditures or commitments incurred in connection
      with the business or goodwill of IMED, interest and/or indemnification
      (except for Third Party liabilities) of any type other than the repair or
      replacement of the defective Product under the warranty limitation
      described in Article 11.1(a) or the recall obligations described in
      Article 11.3. Third Party liabilities shall be treated in accordance with
      Article 20.3.

11.6  Disclaimer. DEBIOTECH makes no warranties or guarantees, express or
      implied, with respect to the Product or Accessories except and to the
      extent that such warranty is set forth in this Article 11. This warranty
      is extended only to IMED and to no other persons. THERE SHALL BE NO OTHER
      WARRANTIES, EXPRESS OR IMPLIED, ON THE PART OF DEBIOTECH WITH RESPECT TO
      ANY OF THE PRODUCT OR ACCESSORIES EXCEPT THE WARRANTIES CONTAINED HEREIN.


<PAGE>

ARTICLE 12: Minimum Orders
--------------------------

12.1  Minimum Pump and Cassette Orders. From the First Introduction Date in each
      country of the Territory, the following minimum quantities of Pumps and
      Cassettes shall be applicable for each Country Year:

      Pumps:


COUNTRY:    1st Ye2nd Year    3rd Year    4th Ye5th Year

USA

Canada            [CONFIDENTIAL TREATMENT REQUESTED]

Mexico



Cassettes:


COUNTRY:    1st Ye2nd Year    3rd Year    4th Ye5th Year

USA

Canada            [CONFIDENTIAL TREATMENT REQUESTED]

Mexico


      The above minimum quantities are established for each country for each
      corresponding Country Year and shall be based upon Firm Orders placed by
      IMED for delivery during the applicable Country Year.

      Firm Orders for delivery during the last Quarter of any Country Year may,
      to the extent that they exceed the minimum quantities applicable for that
      Country Year, be counted towards the minimum quantities of the following
      Country Year.

      At the end of each five (5) year anniversary of the First Introduction
      Date, the Parties shall discuss in good faith and agree for each country
      of the Territory on minimums with respect to the Pump and Cassettes for
      the next five (5) year period (or the balance of the term of the Agreement
      if shorter) which shall be reasonable under the circumstances (including
      the possibility that such minimums would decrease), with the rebuttable
      presumption that such minimums should continue at the last applicable
      level.

      The minimum order amounts shall be increased by [CONFIDENTIAL TREATMENT
      REQUESTED] in the event of the occurrence of a Change of Control of IMED
      or of a sale or transfer of all or substantially all of the assets of IMED
      to a Third Person.


<PAGE>
12.2  Right of Offset; Loss of Exclusivity. Notwithstanding anything to the
      contrary in this Agreement, any shortage of minimum orders in one of the
      countries mentioned in Article 12.1 hereabove in any corresponding Country
      Year (year "Y") may be offset by an excess of orders and distribution in
      another one of such countries (however, such offsetting is possible only
      one time for each country, and the excess of one country can not be
      counted more than one time for the offset of another country). Otherwise,
      IMED would immediately and irrevocably lose its exclusive right regarding
      the Product and Accessories for such country concerned with immediate
      effect after written notice by DEBIOTECH.

      In the event of such an offset, IMED would have a limited further three
      (3) months period to order the shortage of Cassette and Pumps in the
      concerned country together with [CONFIDENTIAL TREATMENT REQUESTED] of the
      minimum Quantity of Cassette and/or Pumps for the next Country Year (Year
      "Y+1") in the same country (the "Minimum Order Cure Period").

      In the event that IMED fails to meet the minimum order requirements for
      Pumps in any Country Year, following the expiration of the Minimum Order
      Cure Period and receipt of written notice thereof from DEBIOTECH, IMED
      would immediately and irrevocably lose its exclusive right under Article
      12.2 regarding the Product and Accessories, and its exclusive rights under
      Article 2.1 and 4.3 hereof for the applicable country.

      In the event that IMED fails to meet the minimum order requirements for
      Cassettes in any Country Year, following the expiration of the Minimum
      Order Cure Period and receipt of written notice thereof from DEBIOTECH,
      IMED shall pay to DEBIOTECH a royalty on the Cassettes Sets (excluding the
      Cassette/Reservoir Module) sold in the applicable country, provided that
      IMED's overall Gross Margin on Products and Accessories exceeds
      [CONFIDENTIAL TREATMENT REQUESTED], in an amount equal to [CONFIDENTIAL
      TREATMENT REQUESTED] of the amount, if any, by which IMED's Gross Margin
      on such Cassette Sets exceeds [CONFIDENTIAL TREATMENT REQUESTED].

      Notwithstanding the foregoing, if IMED's failure to meet any minimum order
      requirement in any Country Year is due to the failure of DEBIOTECH to
      perform its obligations under the Agreement, then IMED shall be deemed to
      have satisfied such minimum order requirement for such Country Year.
      Furthermore, if IMED's failure to meet such minimum orders is due to a
      Supply Interruption, then the Parties shall discuss in good faith and
      agree on an appropriate reduction on minimum orders for Products and
      Accessories for the remainder of the five year period, which shall be
      reasonable under the circumstances.

      If IMED loses its exclusive right regarding the Product and Accessories in
      any country according to the provisions of this Article 12.2, DEBIOTECH
      would continue to supply IMED for this country on a non-exclusive basis
      according to the conditions set forth in Article 8 except that the price
      to IMED shall not be more than the price charged by DEBIOTECH to any other
      Distributor for the same Product and

<PAGE>
      Accessories for the Field of Application in the same country of the
      Territory for corresponding order volumes and quality.


ARTICLE 13: PATENT RIGHTS AND KNOW-HOW

13.1  Patents. The Cassette has been patented in the USA under Nr 5.044.902. A
      patent is pending in Canada under Nr 2.011.988.8. Further patents are
      pending concerning the Cassette and Pump in several countries of the
      Territory, as set forth on Enclosure 2.

13.2  DEBIOTECH Representations. DEBIOTECH makes no representations with respect
      to the Technology, except for the representations set forth below:

      (i)   DEBIOTECH is the exclusive licensee of the Cassette Patent for the
            Product in the Field of Application and the Cassette Patent, to the
            best of DEBIOTECH's knowledge (after reasonable investigation) up to
            the Effective Date, is free from third party claim of infringement;

      (ii)  The Cassette Patent has been properly filed, prosecuted and issued
            in the respective offices and jurisdictions, and all applicable fees
            due and payable have been paid;

      (iii) Except as disclosed on Schedule 13.2, neither DEBIOTECH nor any
            member of the DEBIOTECH Group is the licensee or sublicensee of any
            Technology regarding any Product or Accessory.

      (iv)  The Product and Accessories, to the best of DEBIOTECH's knowledge
            (after reasonable investigation) up to the Effective Date, do not
            contain any Intellectual Property that infringes the Intellectual
            Property rights of any Third Person;

      (v)   DEBIOTECH has the sole and exclusive right to enter into this
            Agreement and there are no outstanding assignments, grants,
            licenses, encumbrances, obligations or agreements, whether written,
            oral or implied, which are inconsistent with this Agreement; and

      (vi)  DEBIOTECH is the owner of the existing Manufacturing Equipment.

13.3  Limitation on DEBIOTECH Representations. Except as expressly provided in
      this Agreement, nothing in this Agreement shall be construed as:

      (a) A warranty or representation that anything used or sold or otherwise
      disposed of under any license or grant of rights in this Agreement is or
      will be free from infringement of patents of Third Persons;

      (b) An obligation by DEBIOTECH to bring or prosecute actions or suits
      against Third Persons for infringement of any Patent; or

<PAGE>

      (c) An obligation by DEBIOTECH to furnish any Manufacturing Information to
      IMED.

13.4  Infringement. In the event that (i) the Cassette or (ii) any elements of
      the Pump v.1A or Pump v.2 that were based on technology contained in Pump
      v.1 or on any of DEBIOTECH's issued or pending Patents on a worldwide
      basis as of the Effective Date (the "Existing Patented Technology") is
      determined to infringe in any country in the Territory the Intellectual
      Property of any Third Person by a final, non-appealable judgment of a
      court of competent jurisdiction, then DEBIOTECH shall be obligated to pay
      [CONFIDENTIAL TREATMENT REQUESTED] of all royalties, damages and any other
      costs associated therewith, up to an amount equal to [CONFIDENTIAL
      TREATMENT REQUESTED] of DEBIOTECH's transfer price to IMED of all Products
      and Accessories included in the damage award. In the event that any new
      element of Pump v.1A or Pump v.2 which was not based on technology
      contained in Pump v.1 or on any Existing Patented Technology or Accessory
      is determined to infringe in any country in the Territory the Intellectual
      Property of any Third Person by a final, nonappealable judgment of a court
      of competent jurisdiction, then DEBIOTECH shall be obligated to pay
      [CONFIDENTIAL TREATMENT REQUESTED] of all royalties, damages and costs
      associated therewith without limit. IMED shall be obligated to pay the
      balance of such royalties, damages and costs in either such case.

13.5  Patent Prosecution. DEBIOTECH and IMED shall promptly report to each other
      all information received relating to any actual or threatened infringement
      of any Patent or patent application concerning the Product and/or
      Accessories, in any country in the Territory and shall cooperate in
      defending the Patents. If any infringement occurs in the Territory, IMED
      may take an action at its own expense against any such infringer
      (including, without limitation, commencement of legal action) and shall
      keep DEBIOTECH regularly informed about any detail of such action.
      DEBIOTECH shall be free to join IMED's action at any moment, at its own
      expense.

      If IMED does not make a timely effort to take such action, DEBIOTECH may,
      after a written notice to IMED has been left without effect for at least
      two (2) months, take an action against such infringer at its own expense
      and DEBIOTECH shall keep IMED regularly informed about any detail of such
      action. IMED shall be free to join DEBIOTECH's action at any moment, at
      its own expense.

      In the event any such action should result in any indemnification of any
      type (damages, expenses, etc... ) to any Party hereto, such
      indemnification shall first be applied to cover the legal and other
      expenses directly incurred by the Parties hereto in connection thereto,
      and the surplus shall be shared in equal proportion between DEBIOTECH and
      IMED.

13.6  Patent Maintenance. DEBIOTECH undertakes and agrees to use commercially
      reasonable efforts to maintain or obtain, as the case may be, reasonably
      necessary and desirable patent coverage with respect to the Technology,
      including, without limitation: (i) using commercially reasonable efforts
      to cause the Patents to remain in full force and effect until their

<PAGE>
      respective stated expiration dates; and (ii) entering into confidential
      agreements with respect to the Technology.

      If at any time during the duration of this Agreement, DEBIOTECH intends to
      abandon or allow to lapse any of the Patents, patent applications and/or
      any rights to the Technology, DEBIOTECH shall notify IMED in writing of
      such intent at least forty-five (45) days before the proposed date of
      abandonment or lapse.

      In such event, and if requested by IMED within fifteen (15) days following
      DEBIOTECH's notice, DEBIOTECH shall take any and all appropriate measures
      to maintain such Patent, patent application and/or rights to Technology at
      IMED's costs. In such circumstances, IMED will be allowed to recover the
      costs mentioned above by offsetting them against the purchase price of the
      Cassettes delivered by DEBIOTECH for the country(ies) concerned, and
      within a limit of [CONFIDENTIAL TREATMENT REQUESTED] of the Cassette
      price, provided such Patent precludes the distribution or sale of the
      Product by Third Persons as it is manufactured for IMED.

      IMED shall be under no obligation to prosecute or maintain any patent
      application or Patent under the provisions of this Article 13.6.

      IMED shall not challenge, directly or indirectly, the Cassette Patent.

13.7 IMED's Technology.

      (a) No Patents on Product. IMED shall have freedom to carry on its normal
      research and development activities involving pumps or otherwise
      (including any products relating thereto). However, IMED agrees that, in
      addition to its undertakings in Article 5.8 hereof, concerning research
      and development, unless the parties agree otherwise, IMED will not use
      DEBIOTECH's Confidential Information or Technology in preparing any patent
      applications. If notwithstanding such undertakings it is determined that a
      future patent obtained by IMED was prepared using DEBIOTECH's Confidential
      Information or Technology, IMED shall grant DEBIOTECH a royalty free
      worldwide license for all fields to manufacture, use, market, sell, or
      sublicense only the technology covered by the claims of said patent which
      have been determined to be based on DEBIOTECH's Confidential Information
      or Technology for so long as said patent is valid (notwithstanding
      termination or expiration of this Agreement). IMED will not apply for any
      patent which is derivative of DEBIOTECH's Patents (such that if such
      patent was filed by DEBIOTECH it would be considered under U.S. law to be
      a continuation-in-part). IMED will not file patent applications as part of
      a scheme to limit the improvement of the Products.

      (b) DEBIOTECH Use of IMED's Technology. Consistent with the provisions of
      Article 5.10(c) IMED may refuse to permit DEBIOTECH to use any IMED
      patents or patent applications ("IMED's Patented Technology") for any
      purpose, including, without limitation, in any Improvement to the Product,
      Accessories or New Developments for which IMED has exercised its rights or
      may limit the use of IMED's Patented Technology to Products, Accessories

<PAGE>
      or such New Developments manufactured by DEBIOTECH for IMED. DEBIOTECH may
      refuse to incorporate IMED's Patented Technology into such Improvement if
      DEBIOTECH is able to obtain an equivalent result without such
      incorporation or if DEBIOTECH can reasonably show that such incorporation
      would bring no material advantage to the Product or Accessory, unless IMED
      agrees to grant to DEBIOTECH a royalty free non-exclusive worldwide
      license on such patents, in connection with such Products, Accessories or
      New Developments, with the right for DEBIOTECH to sub-license to its
      Distributors outside the Territory or Field of Application, for as long as
      those patents are valid (notwithstanding termination or expiration of this
      Agreement).

      (c) Effect of IMED's Technology on Net Proceeds of Sales. In the event
      that IMED's Patented Technology is incorporated into a Pump and IMED is
      able to establish with objective evidence that such Pump has a materially
      improved competitive position as a direct result thereof such that the
      sales price for the Pump can be increased, the Parties agree to negotiate
      in good faith an appropriate exclusion from the Pump Net Proceeds of Sales
      so that IMED does not pay royalties to DEBIOTECH based on the increased
      margin due solely on IMED's Patented Technology and which would result
      from the sale of such improvement in another product.


ARTICLE 14: SALES PROMOTION/TRAINING AND SERVICING

14.1  Direct Sales. IMED will be solely responsible for promoting the sales of
      the Product in the Field of Application in the Territory, and will alone
      bear any related costs of such promotion. IMED shall also maintain at all
      times throughout the duration of this Agreement an appropriate sales
      force, subject to IMED's right to use sub-Distributors outside the USA
      pursuant to Article 2.1 hereof, for the Product commensurate with the
      sales in every country of the Territory and use commercially reasonable
      efforts in connection with the sale and distribution of the Products
      pursuant to this Agreement.

      In respect of any Contract Year and for purposes of this Article 14.1,
      IMED shall be presumed to have satisfied its obligation to use
      commercially reasonable efforts if IMED has satisfied the minimum orders
      contemplated in Article 12.1; provided, however, that IMED's failure to
      satisfy such minimum orders in any Contract Year shall not alone
      constitute conclusive evidence that IMED has failed to use commercially
      reasonable efforts.

14.2  Service Assistance.

      (a) Disclosure. At the request of IMED, DEBIOTECH shall supply to IMED
      reasonable technical information, including service manuals, regarding
      each Product's and Accessory's functioning, maintenance and use.

      (b) Training Assistance by DEBIOTECH; Fees and Expenses. At the request of
      IMED, DEBIOTECH shall reasonably assist in the training of the service
      managers of IMED and its Affiliates to maintain and service the Products
      and Accessories.

<PAGE>
      Unless the Parties otherwise agree, such training shall be conducted in
      the English language at DEBIOTECH facilities. The manner and extent of
      instruction, the number of trainees, and the date, location, duration and
      frequency of instruction shall be reasonably agreed to by DEBIOTECH. In
      addition to the foregoing, DEBIOTECH agrees to provide technical
      assistance for promotional events at the launch of Products as well as for
      the introduction of Products to IMED's Affiliates.

      DEBIOTECH will be entitled to charge IMED a per diem lump sum (per
      participating member of DEBIOTECH's personnel) of seven hundred fifty
      Swiss Francs (750 Sfr.), plus all reasonable related costs and expenses,
      including, without limitation, travel and hotel expenses, incurred by
      DEBIOTECH in connection with this Article 14.2(b).

      (c) Spare Parts. In furtherance of the foregoing, DEBIOTECH will supply to
      IMED Spare Parts for all Products and Accessories solely for maintenance,
      repair or refurbishment. If IMED orders Spare Parts to have Pumps repaired
      or refurbished under its own responsibility, the sub-units and parts will
      be invoiced by DEBIOTECH to IMED at a price not to exceed the price
      invoiced to DEBIOTECH by its manufacturer increased by [CONFIDENTIAL
      TREATMENT REQUESTED] for overhead (the "Parts Price").

      In case of a change of the Specification Document implying the change of
      Spare Parts so that new Spare Parts could not be used for old Pumps or
      Accessories and old Spare Parts could not be produced later on, DEBIOTECH
      shall inform IMED of the occurrence of such change and IMED shall give
      notice to DEBIOTECH of the reasonable quantity of Spare Parts according to
      old Specification Document which need to be stored at manufacturer's plant
      for the possible repair or maintenance (but not refurbishment) of old
      Pumps or Accessories. IMED and DEBIOTECH shall each bear fifty per cent
      (50%) of the Parts Price for such Spare Parts and their storage, the
      foregoing amount paid by IMED (i) being credited against fifty per cent
      (50%) of the Spare Parts Price when Spare Parts are later ordered by IMED;
      and (ii) in the event that the Agreement has terminated or expired, being
      reimbursed to IMED as such Spare Parts are sold by DEBIOTECH from time to
      time.

14.3  Training by IMED. IMED will take all necessary measures and full
      responsibility to train, in the manner normally used by IMED for its own
      similar products, its own personnel, sales and service staff, hospital
      staff, and all other users, in the use of the Product in a way
      commensurate with its intended use in every country of the Territory, as
      well as in organizing the after-sales service and maintenance for the
      Product for as long as any Product may still be in use.

14.4  Progress Reports; Marketing Meetings. IMED will keep DEBIOTECH regularly
      informed on the progress of sales of the Product and Accessories, country
      by country. In connection therewith, IMED shall provide to DEBIOTECH: (i)
      preceding each calendar year, IMED's marketing strategy, including a
      tactical marketing plan, and amendments thereto, if any, from time to time
      during such calendar year; and (ii) on a half yearly basis, actual
      historical sales data (or estimated data to the extent the provision of
      actual data is not practicable) for each Product and Accessory by relevant
      market segments and geographic areas of the Territory. This information
      may be transmitted with the rolling forecast mentioned in Article 10.1 

<PAGE>
      hereabove. Furthermore, IMED agrees to have marketing meetings regarding
      distribution of the Product at regular intervals, not less than two (2)
      times a year, with representatives of DEBIOTECH in attendance. At least
      one (1) month's advance notification of such meetings shall be given to
      DEBIOTECH.

14.5  Promotional Material. IMED shall supply free of charge to DEBIOTECH at
      least one (1) sample of every brochure, video and advertising in any
      country of the Territory relating to the Product and/or the Accessories
      made for the public, end-users, hospitals, clinics, nurses, medical staff
      and/or technicians. IMED also agrees to supply, at DEBIOTECH's request and
      at cost price, any reasonable further quantity of such brochure, video,
      advertising and/or promotional material (including a picture or photograph
      of any trade show display) for public events as DEBIOTECH may request.


ARTICLE 15: NON COMPETITION

15.1  Non-Solicitation. The Parties agree that for the duration of this
      Agreement and for the three (3) year period following thereafter, neither
      IMED Group nor DEBIOTECH Group will directly or indirectly, on its behalf
      or on behalf of any other Person, employ, endeavor to solicit or induce
      any employees of the other Party to leave their employment with such other
      Party in order to accept employment with another Person, including
      DEBIOTECH or IMED.

15.2  Presentation to Experts. Each Party shall have the right to present the
      Product and Accessories in the Territory to selected external experts
      (excluding business competitors of one of the Parties as long as IMED
      retains its exclusivity) for Improvement and/or New Development purposes
      (e.g.: during focus group meetings, but not operating such Product for use
      with any living being) provided it has informed the other Party with at
      least fifteen (15) day's advance written notification of such presentation
      and offered to at least one of the other Party's representative to
      participate in such presentation. Any Product and/or Accessories presented
      by DEBIOTECH under this Article 15.2 shall not bear the IMED Trademarks or
      IMED's name without IMED's prior written consent.


ARTICLE 16: DURATION

This Agreement is entered into for a duration of fifteen (15) years from the
Effective Date. The Parties agree that no less than six (6) months prior to the
end of the foregoing term, the Parties shall negotiate in good faith the
extension of this Agreement. In the event that the Parties are unable to agree
upon such an extension this Agreement shall terminate upon the expiration of
such term. Notwithstanding expiration of this Agreement, DEBIOTECH agrees to
supply non-exclusively to IMED, and IMED agrees to continue to purchase
exclusively from DEBIOTECH, Cassettes for three (3) years after such expiration
on the supply terms of this Agreement; provided, however, that if DEBIOTECH is
unable to supply IMED with a reasonable supply of Cassettes, IMED shall be
permitted to purchase Cassettes from Third Persons, but the warranty provisions

<PAGE>
contemplated in Article 11.1(a) hereof shall not apply to any Product once used
in connection with such Cassette.


ARTICLE 17:  TERMINATION

17.1  Survival of Representations and Warranties. All representations,
      warranties and indemnifications contained in Articles 11.1, 13.2 and 20,
      shall not terminate, but shall survive the termination or expiration of
      this Agreement, for whatever reason, and continue thereafter in full force
      and effect, subject to applicable statutes of limitations.


17.2  Survival of Covenants and Agreements. All: (i) covenants and agreements
      contained in Articles 4.8, 6, 11, 13.7, 14.2(c), 15.1, 17, 18, 20.3, 21.4
      and 21.16 and all warranty and service obligations of DEBIOTECH with
      respect to all Products, Accessories and Spare Parts delivered to IMED
      pursuant to this Agreement; and (ii) liabilities or obligations with
      respect to any breach of this Agreement accruing prior to the termination
      or expiration of this Agreement, shall not terminate, but shall survive
      the termination or expiration of this Agreement, for whatever reason, and
      continue thereafter in full force and effect. The expiration or
      termination of this Agreement shall be effective without prejudice to the
      collection of sums and/or royalties previously due or resulting from
      current Firm Orders if to the benefit of DEBIOTECH, or the refund provided
      under Article 17.4 if to the benefit of IMED.

17.3  Reservation of Rights. Except as otherwise provided herein, at the
      termination or expiration, for whatever reason, of this Agreement and for
      a further period of five (5) years, IMED shall not manufacture, market,
      distribute, lease and/or sell Cassettes (as defined in Article 1
      hereabove) and/or pumps to be used with Cassettes not originating from
      DEBIOTECH in any country of the world without the prior written consent of
      DEBIOTECH. If all the Patents for the Cassette have expired and the entire
      know-how for the Cassette is in the public domain other than by a breach
      of the provisions of Article 18 hereafter by IMED, IMED shall not be bound
      by the terms of this Article 17.3, except if DEBIOTECH has terminated this
      Agreement pursuant to Article 17.7 or 8.10(c).

17.4  Termination by IMED for Regulatory Refusal. In addition to the other
      rights of IMED hereunder to terminate this Agreement, including, without
      limitation, those rights contained in Article 7.2 and 17.5, IMED may
      terminate this Agreement at any time upon written notice to DEBIOTECH by
      certified mail return receipt requested or by Federal Express or by
      another reputable express courier service, if, through no fault of IMED or
      its Affiliates and due to major governmental or regulatory action
      (excluding actions which constitute a Failure Event 1A or Failure Event
      2), IMED or its Affiliates are unable to market any Product in the USA
      without any appeal possible. In such an event, DEBIOTECH shall refund to
      IMED within [CONFIDENTIAL TREATMENT REQUESTED] from receipt of such
      termination notice [CONFIDENTIAL TREATMENT REQUESTED] of any and all sums
      paid to DEBIOTECH under Article 7.1 (b) to (h), less any refund and/or
      compensation previously paid to IMED under Article 7 or 11.3 hereabove,
      less [CONFIDENTIAL TREATMENT REQUESTED] for each half (1/2) Contract Year

<PAGE>
      elapsed. However, any refund under this Article 17.4 shall be exclusive of
      any other refund or payment under any other provision of this Agreement.

17.5  Material Breach.

      (a) Curable Events. In the event that either Party is in material breach
      with any material provision or representation of this Agreement (such as,
      as examples only, for IMED, any delay in paying any material sum or
      royalty, unallowed manufacturing of any part of the Product and/or
      Accessories, non compliance with the insurance policy obligation according
      to Article 20.3(a) hereafter, refusing to allow an audit according to the
      provisions of Article 21.4 hereafter or, for DEBIOTECH, non-compliance
      with delivery obligations, failure to honor warranty or Recall
      obligations, etc.) and such breach is materially adverse to the interests
      of the non-breaching Party, the non-breaching Party shall have the right
      to terminate this Agreement at the expiration of a one hundred twenty
      (120) day [thirty (30) days in case of any delay of payment of money due]
      cure period (the "Cure Period"), starting on the date of receipt of a
      written notice ("Breach Notice"), sent certified mail-return receipt
      requested or by Federal Express or another reputable express courier
      service, stating which provision has not been complied with and requesting
      that it be remedied within such Cure Period. If a material breach has not
      been remedied or, with respect to defaults which by their nature are not
      susceptible to immediate cure, if the breaching Party has not commenced
      and is not diligently pursuing the remedy within the Cure Period the non-
      breaching Party may send a written notice of termination (the "Termination
      Notice"), in which event the provisions of Article 17.7 hereof shall apply
      upon receipt by the breaching party of such Termination Notice.

      (b) Noncurable Events. Notwithstanding the terms of Article 17.5(a), in
      the event that a Party receives a Breach Notice in respect of a noncurable
      event (e.g., distributing the Product outside the Field of Application or
      outside the Territory), the non-breaching Party may send a Termination
      Notice at the end of the Cure Period only if the breaching Party has
      failed to: (i) cease the noncurable activity; (ii) take all necessary and
      appropriate actions to ensure that such action will not continue; and
      (iii) make reparations for any damage caused.

      (c) Accelerated Arbitration to Contest Breach. In the event that the Party
      receiving the Breach Notice contests in good faith the existence, or the
      materiality, or the adversity of the claimed breach, such Party shall have
      the right to initiate accelerated arbitration proceedings under Article
      22.3 hereof within fifteen (15) days of its receipt of the Breach Notice.
      The question to be determined by the arbitrator shall be limited to the
      existence, materiality and adversity of the claimed breach and whether the
      claimed breach has been properly cured. In the event such an accelerated
      arbitration is commenced in good faith, the Cure Period of one hundred
      twenty (120) days (thirty (30) days in the case of material payment
      defaults) shall be extended if necessary so that the Cure Period will not
      end sooner than sixty (60) days (three (3) days in the case of material
      payment defaults) after the date of the final determination of the
      arbitrator in this accelerated proceeding; provided, however, that if the
      arbitrator expressly determines that the arbitration was not commenced in
      good faith, the Cure Period shall be extended for only three (3) days in

<PAGE>
      in all cases and the Party initiating the accelerated arbitration shall be
      liable for all of the costs of the arbitration and the legal expense of
      the other Party incurred in such proceeding. It is the intention and
      expectation of the Parties that such an accelerated arbitration will take
      place as rapidly as possible and will be concluded within ninety (90) days
      after it is commenced. Accordingly, the Parties agree to act in good faith
      and to use their commercially reasonable efforts to assure that the
      arbitration proceeds rapidly and without undue delay.

      (d) Exclusive Remedy. In the event that any Party elects to send a
      Termination Notice pursuant to this Article 17.5 as a result of any
      material and adverse breach of this Agreement, the resulting sale of the
      IMED Product Business pursuant to Article 17.7 hereof and the termination
      resulting therefrom shall be the sole and exclusive remedy with respect to
      such breach and the non-breaching Party shall have no right to ask for any
      losses, costs, damages, compensation, reimbursement, or damages on account
      of the loss of prospective profits on anticipated sales, or on account of
      expenditures or commitments incurred in connection with the business or
      goodwill of the non-breaching Party, interest and/or indemnification of
      any type, but each Party shall have the right to full performance of all
      obligations incurred up to the date of termination.

17.6  Expiration; Transfer of Market Approvals. After DEBIOTECH or a new
      DEBIOTECH Distributor has assumed the rights and obligations of IMED under
      Article 17.8 upon expiration or termination of this Agreement for whatever
      reason, to the extent permitted by law and to the extent no longer
      required by IMED in connection with its Product and Accessory business,
      IMED agrees to transfer, or cause the transfer of, free of charge, all
      Market Approvals and/or any other documents or authorization to market the
      Product in the Territory, promptly to DEBIOTECH, or to any party which
      DEBIOTECH shall nominate.

17.7  Effect of Termination. In the event that a Termination Notice is sent by
      any Party pursuant to and in accordance with Article 8.10(c) or 17.5
      hereof the termination shall have immediate effect, except that if the
      First Introduction Date in the USA has occurred and if: (i) IMED acts in a
      commercially reasonable manner so as not to jeopardize the promotion of
      the Product by DEBIOTECH or by its new Distributor or by its new licensee,
      and (ii) IMED reasonably assists DEBIOTECH or its new Distributor or
      licensee to keep the market developed by IMED, and (iii) IMED gives
      DEBIOTECH the necessary documents and information to supply IMED's former
      customers, then the termination shall not be effective until the following
      provisions set forth in this Article 17.7 have been complied with.

      Each of DEBIOTECH and IMED shall have the right to seek potential buyers
      only for the entire IMED Product Business (as defined below) either
      together in a cooperative effort or separately. Once an offer for the IMED
      Product Business has been accepted in accordance with the terms of this
      Article 17.7 and a definitive contract has been executed in respect of
      such offer (the "Definitive Contract"), then DEBIOTECH shall purchase from
      IMED, the IMED Product Business for a purchase price (the "Purchase
      Price") equal to the sum of (i) [CONFIDENTIAL TREATMENT REQUESTED] of the

<PAGE>
      Fair Market Value (as defined below) of the then unexpired rights of IMED
      under this Agreement including, without limitation, the rights to acquire
      Products and Accessories and Improvements thereon under the terms and
      conditions of this Agreement (the "Future Contract Rights") and (ii)
      [CONFIDENTIAL TREATMENT REQUESTED] of the Fair Market Value of the right
      to supply Cassette Sets to IMED's existing customers (the "Installed
      Base"). In the event that the Termination Notice was sent by DEBIOTECH,
      the Purchase Price shall be reduced by the difference, if any, between the
      [CONFIDENTIAL TREATMENT REQUESTED] due under Article 7.1 hereof (plus
      [CONFIDENTIAL TREATMENT REQUESTED] for each of Canada and Mexico if IMED
      has by then elected to distribute in Canada and/or Mexico) and the amounts
      actually paid by IMED under Article 7.1 at the time of such termination.
      Such Purchase Price shall be paid to IMED by SWIFT transfer on the closing
      date of the Definitive Contract. Upon such payment (or the initiation of
      the arbitration proceeding contemplated in the penultimate paragraph of
      this Article 17.7), this Agreement shall be terminated.

      For purposes of this Article 17.7, the "IMED Product Business" means the
      Future Contract Rights and the Installed Base.

      For the purposes of this Article 17.7, "Fair Market Value" shall mean the
      price at which a willing Third Person buyer not under pressure to buy
      would buy and a willing seller not under pressure to sell would sell the
      IMED Product Business in an arm's length transaction under contract
      conditions identical to this Agreement at the particular time of the
      proposed transaction. If after a reasonable search and good faith
      negotiations with a potential buyer, DEBIOTECH or IMED, as the case may
      be, receives a bona fide offer for the IMED Product Business from a Third
      Person offeror reasonably acceptable to DEBIOTECH (an "Offeror"), it shall
      deliver written notice (an "Offer Notice") to the other Party containing
      material contract terms thereof and the price offered by such Offeror
      shall be deemed to be the Fair Market Value of the IMED Product Business
      (and the allocation made by such Offeror between the Future Contract
      Rights and the Installed Base shall be deemed to be the Fair Market Value
      of each such element thereof) unless DEBIOTECH or IMED, as the case may
      be, shall deliver to the other Party by the later of: (x) the date which
      is [CONFIDENTIAL TREATMENT REQUESTED] after receipt of the Termination
      Notice; and (y) [CONFIDENTIAL TREATMENT REQUESTED] days of its receipt of
      such Offer Notice, a competing bona fide written offer for the IMED
      Product Business from another Offeror with a higher offer price, in which
      latter event the higher offered price shall be deemed the Fair Market
      Value of the IMED Product Business. DEBIOTECH may accept or reject any new
      higher offer presented by an Offeror, but the Fair Market Value of the
      IMED Product Business shall be the higher of the two offers. For purposes
      of this paragraph, an offer which is subsequently withdrawn or which fails
      to result in a Definitive Contract despite acceptance by DEBIOTECH shall
      not be deemed to constitute a bona fide offer.

      In the event that either Party contests in good faith the calculation of
      the Purchase Price, the allocation of the Purchase Price between Future
      Contract Rights and Installed Base, or the arm's length bona fide nature
      of an offer presented by the other Party, it must deliver a complete
      written statement of its position, arguments and calculations in detail to

<PAGE>
      the other Party within thirty (30) days of receipt of the offer it desires
      to dispute. The two Parties agree to discuss and negotiate any differences
      in good faith. If after thirty (30) days of such discussions the issue is
      not resolved, either Party may initiate arbitration under Article 22.3
      hereof; provided, however, that the arbitration proceedings shall not stay
      any proposed transaction which DEBIOTECH elects to enter into with a new
      Distributor but rather shall concern only the amount and payment of the
      Purchase Price. Interest shall accrue on the Purchase Price (as determined
      by the arbitrators) at the Prime Rate from the closing date of the
      Definitive Contract until such Purchase Price is paid to IMED.

      In the event that no offer for the IMED Product Business is received by
      either Party within the [CONFIDENTIAL TREATMENT REQUESTED] period
      following receipt of the Termination Notice, then the Fair Market Value of
      the IMED Product Business shall be determined through arbitration in
      accordance with Article 22.3 hereof. Once the Fair Market Value has been
      so determined by a final, nonappealable order resulting from such
      arbitration, DEBIOTECH shall elect by sending written notice of its
      election to IMED within fifteen (15) days to either: (i) purchase the IMED
      Product Business for such Fair Market Value within forty-five (45) days;
      or (ii) continue this Agreement as if such Termination Notice had never
      been sent.

17.8  Continued Supply; Transfer of Contracts to New Distributor. For as long as
      no new Distributor has been appointed by DEBIOTECH for the Territory
      notwithstanding any expiration or termination of this Agreement, DEBIOTECH
      agrees to continue to supply Cassettes, services, Spare Parts necessary to
      service IMED's customers pursuant to the terms of this Agreement, and IMED
      agrees to continue to purchase such Cassettes, Spare Parts and other
      materials from DEBIOTECH on such terms and to supply the same to its
      customers according to their needs, so as to maintain the value of the
      Product Business. Upon written notification from DEBIOTECH of the identity
      of a new Distributor, IMED shall immediately notify all of its former
      customers of the identity of such new Distributor and will cooperate in
      the transfer of all service and supply contracts relating to the Products
      to such new Distributor without further compensation, provided that such
      Distributor is willing to and does assume the obligations of IMED under
      such service and supply contracts, and the obligations of IMED to provide
      Cassettes, Spare Parts and otherwise service its customers, at which time
      the rights of IMED under this Article 17.8 shall cease; provided, however,
      that IMED shall be entitled to collect payments from its customers on all
      Products and Accessories previously sold by IMED to such customers.


ARTICLE 18:  CONFIDENTIALITY

18.1  Confidentiality Period. During the term of this Agreement, and for a
      period of five (5) years thereafter, each Party will maintain in
      confidence all Confidential Information disclosed by the other Party
      hereto. Each Party will keep the other Party's Confidential Information in
      strict confidence and shall not divulge, publish or otherwise reveal such
      Confidential Information, directly or indirectly, to any other person,
      firm or entity, or use or grant use of such Confidential Information
      except as expressly authorized by this Agreement.  Each Party will

<PAGE>
      promptly notify the other Party upon discovery of any unauthorized use or
      disclosure of the Confidential Information.

18.2  Limitation on Disclosure; Safeguards. A receiving Party of a disclosing
      Party's Confidential Information agrees to limit the internal
      dissemination of such Confidential Information to only those directors,
      officers, consultants, clinical investigators and regular employees of the
      receiving Party whose access to such Confidential Information is necessary
      for the full exercise by the receiving Party of the rights granted
      pursuant hereto and contemplated hereby and the proper performance of the
      functions of such individuals in connection therewith; and further agrees
      to take, and to cause its directors, officers, consultants, clinical
      investigators and regular employees who may have access to such
      Confidential Information to take all appropriate safeguards so as to
      protect the secret and proprietary nature of such Confidential Information
      and to prevent unauthorized use, reproduction, disclosure and other
      dissemination thereof. Such safeguards shall include, without limitation,
      the execution and delivery to the disclosing Party by such directors,
      officers, consultants, clinical investigators and employees of written
      undertakings of non-disclosure and non-use.

18.3  Notation on Documents. The Parties shall endeavor to mark all Confidential
      Information with a stamp bearing the term "Confidential". Confidential
      Information not stamped with the term "Confidential" shall not terminate
      the confidential and proprietary status thereof.

18.4  Disclosures Required by Law. The receiving Party may disclose Confidential
      Information to governmental authorities to the extent required by law to
      obtain and maintain Market Approvals. Such Party will use commercially
      reasonable efforts to secure confidential treatment from governmental
      authorities of disclosed Confidential Information.

18.5  No Adequate Remedy at Law. Because a disclosing Party cannot be adequately
      compensated by money damages in the event of a violation of Article 15.1
      or 18.1, a disclosing Party shall be entitled, in addition to any other
      right or remedy available to it, to an injunction in any country at the
      election of the disclosing Party, to restrain such violation or any
      threatened violation and to specific performance of any provision, hereof
      and, in either case, no bond or other security shall be required in
      connection with such injunction.

18.6  Disclosure of Agreement. The Parties agree that the contents of this
      Agreement constitute Confidential Information, and as such, will not be
      disclosed by either Party without the written consent of the other, except
      as otherwise provided herein, required by law or as a contractual
      obligation for the fulfillment of this Agreement.

      However, DEBIOTECH and IMED are entitled to disclose the fact that an
      Exclusive Distribution agreement concerning the Product has been signed
      between both Parties hereto, provided that a limitation to the Territory
      and the Field of Application is mentioned.

<PAGE>


ARTICLE 19:  FORCE MAJEURE

19.1  Force Majeure. Neither Party shall be liable for a failure to comply with
      a provision herein, if it is prevented from performing the said provision
      because of force majeure ("Force Majeure"), this term being defined as
      strikes or other labor trouble, war, insurrection, fire, flood, explosion,
      discontinuity in the supply of power, court order or governmental
      interference, acts of God and the like.

19.2  Commercially Reasonable Efforts. Despite the event of Force Majeure,
      either Party hereto shall use commercially reasonable efforts to comply to
      the extent possible with its obligations vis-a-vis the other Party,
      pursuant to this Agreement.

19.3  Notification of Force Majeure. The Party invoking an event of Force
      Majeure must notify it forthwith to the other Party, must specify which
      one or ones of its obligations it is being prevented from complying with,
      and the nature of the event of Force Majeure, and must give an estimate of
      the period during which it is likely that it shall be prevented from
      complying with the said obligation or obligations.


ARTICLE 20:  REPRESENTATIONS AND WARRANTIES; RESPONSIBILITY

20.1  Representations and Warranties of DEBIOTECH. DEBIOTECH hereby represents
      and warrants as follows:

      (a) Corporate Power. DEBIOTECH is duly organized and validly existing
      under the laws of the country of Switzerland and has full corporate power
      and authority to enter into this Agreement and carry out the provisions
      hereof.

      (b) Due Authorization. DEBIOTECH is duly authorized to execute and deliver
      this Agreement and to perform its obligations under this Agreement. The
      person executing this Agreement on DEBIOTECH's behalf has been duly
      authorized to do so by all requisite corporate action.

      (c) Binding Agreement. This Agreement is a legal and valid obligation
      binding upon DEBIOTECH, and enforceable in accordance with its terms. The
      execution, delivery and performance of this Agreement by DEBIOTECH does
      not conflict with any agreement, instrument or understanding, oral or
      written, to which it is a party or by which it may be bound, nor violate
      any law or regulation of any court, governmental body or administrative or
      other agency having jurisdiction over it.

      (d) No Adverse Acts. DEBIOTECH represents and warrants to IMED that it
      does not know of any circumstances and has not done and, throughout the
      duration of this Agreement, will not do any acts that are inconsistent
      with the terms of this Agreement or which infringe any of the rights of
      IMED.

20.2  Representations and Warranties of IMED. IMED hereby represents and
      warrants as follows:

<PAGE>

      (a) Corporate Power. IMED is duly organized and validly existing under the
      laws of the State of Delaware and has full corporate power and authority
      to enter into this Agreement and carry out the provisions hereof.

      (b) Due Authorization. IMED is duly authorized to execute and deliver this
      Agreement and to perform its obligation under this Agreement. The person
      executing this Agreement on IMED's behalf has been duly authorized to do
      so by all requisite corporate action.

      (c) Binding Agreement. This Agreement is a legal and valid obligation
      binding upon IMED, and enforceable in accordance with its terms. The
      execution delivery and performance of this Agreement by IMED does not
      conflict with any agreement, instrument or understanding, oral or written,
      to which it is a party or by which it may be bound, nor violate any law or
      regulation of any court, governmental body or administrative or other
      agency having jurisdiction over it.

      (d) No Adverse Acts. IMED represents and warrants to DEBIOTECH that it
      does not know of any circumstances and has not done and, throughout the
      duration of this Agreement, will not do any acts that are inconsistent
      with the terms of this Agreement or which infringe any of the rights of
      DEBIOTECH.

20.3  Maintenance of Insurance.

      (a) IMED Liability Insurance. From and after the first user trials by IMED
      of the Product, IMED agrees to use commercially reasonable efforts to
      maintain an insurance policy having a minimum coverage of [CONFIDENTIAL
      TREATMENT REQUESTED] per occurrence and in the aggregate per policy year
      covering the risks and on the terms described in the insurance policy
      attached hereto as Exhibit 20.3(a) (the "Original IMED Policy") so long as
      such policy is reasonably available at commercially reasonable rates (as a
      minimum, the current premium rates paid by IMED as of the Effective Date
      increased by the annual United States inflation rate shall for all
      purposes, be deemed commercially reasonable for the duration of this
      Agreement). In the event that such policy is not reasonably available at
      commercially reasonable rates, IMED must notify DEBIOTECH not less than
      three (3) months in advance of its intention to modify the coverage and
      the Parties shall discuss alternative solutions in good faith. If after
      not less than thirty (30) days of good faith discussions between the
      Parties no solution is found to continue the coverage in the Original IMED
      Policy or any previously accepted modified policy, IMED may maintain
      modified coverage and compensate adequately DEBIOTECH for any commercially
      reasonable surplus premium due by DEBIOTECH to its insurance company as a
      direct consequence of such modification of IMED's coverage. In the event
      IMED elects to terminate even modified insurance coverage because the
      premium is no longer commercially reasonable, it may terminate such
      coverage after the above notice and good faith discussion periods and
      become self-insured in which event IMED shall (i) only indemnify DEBIOTECH
      so as to put DEBIOTECH in the same position it would have been in had the
      last insurance policy so maintained by IMED been in effect (assuming for
      this purpose, that such last insurance policy had a maximum coverage of
      [CONFIDENTIAL TREATMENT REQUESTED] per occurrence and in the aggregate 

<PAGE>
      policy year); and (ii) not be required to pay DEBIOTECH for any surplus
      premium due by DEBIOTECH to its insurance company as a direct consequence
      of such self-insurance by IMED.

      IMED will not insure itself without insuring DEBIOTECH. From and after the
      first user trials by IMED of the Product, IMED shall cause its insurer to
      name DEBIOTECH as an additional insured on such policy and to deliver to
      DEBIOTECH an original copy of such policy together with a certificate of
      insurance addressed to DEBIOTECH assuring that such policy cannot be
      canceled or amended without at least thirty (30) days prior written notice
      to DEBIOTECH.

      (b) DEBIOTECH Liability Insurance. From and after the First Introduction
      Date in the USA, DEBIOTECH agrees to use commercially reasonable efforts
      to maintain an insurance policy having a minimum coverage of [CONFIDENTIAL
      TREATMENT REQUESTED] per occurrence and in the aggregate per policy year
      covering the risks and on the terms described in the insurance policy
      attached hereto as Exhibit 20.3(b) (the "Original DEBIOTECH Policy").
      DEBIOTECH further agrees to renew such policy at or prior to the
      expiration of the term thereof. In the event that the same policy coverage
      is not reasonably available in the future or is available at increased
      premium rates that are no longer commercially reasonable (as a minimum,
      the current premium rates paid by DEBIOTECH as of the Effective Date
      increased by the annual Switzerland inflation rate shall for all purposes,
      be deemed commercially reasonable for the duration of this Agreement). In
      the event that such policy is not reasonably available at commercially
      reasonable rates, DEBIOTECH must notify IMED not less than three (3)
      months in advance of its intention to modify the coverage and the Parties
      shall discuss alternative solutions in good faith. If after not less than
      thirty (30) days of good faith discussions between the Parties no solution
      is found to continue the coverage in the Original DEBIOTECH Policy or any
      previously accepted modified policy, DEBIOTECH may maintain modified
      coverage and compensate adequately IMED for any commercially reasonable
      surplus premium due by IMED to its insurance company as a direct
      consequence of such modification of DEBIOTECH's coverage. In the event
      DEBIOTECH elects to terminate even modified insurance coverage because the
      premium is no longer commercially reasonable, it may terminate such
      coverage after the above notice and good faith discussion periods and
      become self-insured in which event DEBIOTECH shall (i) only indemnify IMED
      so as to put IMED in the same position it would have been in had the last
      insurance policy so maintained by DEBIOTECH been in effect (assuming for
      this purpose, that such last insurance policy had a maximum coverage of
      [CONFIDENTIAL TREATMENT REQUESTED] per occurrence and in the aggregate
      policy year); and (ii) not be required to pay IMED for any surplus premium
      due by IMED to its insurance company as a direct consequence of such
      self-insurance by DEBIOTECH.

      DEBIOTECH shall before the First Introduction Date in the USA cause its
      insurer to add IMED in a vendor endorsement on such policy and to deliver
      to IMED an original copy of such policy together with a certificate of
      insurance addressed to IMED assuring that such policy cannot be canceled
      or amended without at least thirty (30) days prior written notice to IMED.

<PAGE>

      (c) Recall Insurance. DEBIOTECH undertakes and agrees to use commercially
      reasonable efforts to procure an insurance policy to cover the costs of
      repair or replacement in connection with a recall contemplated in Article
      11.3 in excess of the Recall Amount (the "Recall Insurance Policy") at or
      prior to the First Introduction Date of the Product. DEBIOTECH further
      agrees to use commercially reasonable efforts to renew such policy at or
      prior to the expiration of the term thereof upon such comparable terms as
      are available at the time of such renewal.

      (d) Proceedings. In the event of any action against any Party, IMED shall
      be responsible for conducting the proceedings of such action and shall
      keep DEBIOTECH regularly informed about any detail of such action.
      DEBIOTECH and/or its insurer shall be free to join the action at any
      moment at its own expense.

20.4  Notification by IMED. IMED shall immediately and without any delay report
      to DEBIOTECH any serious adverse reaction concerning the Product and/or
      Accessories, as well as any relevant information concerning the Product or
      Accessories which is reasonably likely to require DEBIOTECH to apply
      corrective measures.


ARTICLE 21:  MISCELLANEOUS

21.1  Assignment. The rights and obligations under this Agreement shall not be
      assignable by one Party to any third party in the absence of the prior
      written approval of the other Party; provided, however, that no such
      approval shall be required in connection with any such assignment that
      involves or relates to the transfer, sale, lease or financing of all or
      substantially all of the assets of one of the Parties, including, without
      limitation, an assignment by IMED hereunder to its existing lender as part
      of IMED's continuing obligation to provide such lender with a lien on
      substantially all of IMED's assets.

21.2  Severability. If any provision hereof is, or later becomes, invalid or
      unenforceable or incompatible with any applicable law, such provision
      shall be ineffective without affecting the validity of the remaining
      provisions. The Parties shall attempt to replace the invalid provision
      with a valid provision as closely aligned with the original intent of the
      Parties as possible.

21.3  Entire Agreement; Waiver. This Agreement represents the entire
      understanding between the Parties and supersedes any and all previous
      understandings both oral and written, with respect to the subject matter
      hereof. Amendments and supplements to this Agreement shall not be
      effective unless in written form and signed by both Parties. The failure
      of either Party to enforce at any time any of the provisions of this
      Agreement shall in no way be construed to be a waiver of any such
      provision, nor in any way to affect the validity of this Agreement or any
      part of it or the right of either Party after any such failure to enforce
      each and every such provision. No waiver of any breach of this Agreement
      shall be held to be a waiver of any other or subsequent breach.


<PAGE>
21.4  Inspection of Books and Records. Each Party shall be entitled to have an
      independent public accountant of its choice, but reasonably acceptable to
      the other Party and bound by adequate confidentiality obligations, inspect
      all relevant accounts and other documents in the possession of the other
      Party, and its Affiliates, during normal business hours, with reasonable
      notice, no more often than once per calendar year, in order to satisfy
      such accountant of the valid performance of this Agreement.

      In the event of any shortfall amounting to five percent (5%) or more of
      amounts due to a Party, the other Party shall pay to that Party, without
      any delay, all costs charged for the inspection contemplated above.

21.5  Notices. All notices or other communications to a Party required or
      permitted hereunder shall be in writing and shall be delivered personally
      to such Party (or, in the case of an entity, to an executive officer of
      such Party) or shall be given by certified mail, postage prepaid with
      return receipt requested, or by Federal Express or by another reputable
      express courier service addressed as follows:

      if to DEBIOTECH to:

            DEBIOTECH SA
            17-rue des Terreaux, CP82
            CH - 1000 LAUSANNE 9
            Switzerland
            Attention:  Frederic Neftel, C.E.O.

            With a copy (which shall not constitute notice) to send
            simultaneously by the same medium:

            Bourquin & Biner Bradley
            6, Avenue De Frontenex
            Place Des Eaux-Vives
            CH-1207 Geneve
            Switzerland
            Attention:  Russ V.V. Bradley, Jr.

      if to IMED to:

            IMED Corp.
            9775 Businesspark Avenue
            SAN DIEGO, CA  92131-1599
            USA
            Attention:  Joseph W. Kuhn, President

<PAGE>

            With a copy (which shall not constitute notice) to send
            simultaneously by the same medium:

            Gordon Altman Butowsky Weitzen Shalov & Wein
            114 West 47th Street - 20th Floor
            New York, New York  10036
            USA
            Attention:  Barry D. Shalov

      DEBIOTECH and IMED may change their respective above specified addresses
      by notice to the other Party given in the manner herein prescribed. All
      notices shall be deemed given on the day when actually delivered as
      provided above (if delivered personally) or on the day shown on the return
      receipt or express courier invoice (if delivered by mail or express
      courier service).

21.6  English Language. If this Agreement is translated into any language, the
      English language version shall govern in the event of any conflict or
      question of construction or interpretation.

21.7  Publicity. Except as provided in Article 18.6 or as otherwise provided
      below, any public disclosure of the transactions contemplated hereby and
      the terms hereof or results obtained hereunder (including but not limited
      to press releases or other statements made available generally by a Party
      to the public) will be reviewed and consented to by each Party prior to
      such disclosure. Such consent shall not be untimely or unreasonably
      withheld by any Party. Notwithstanding the foregoing, any Party may,
      without the prior consent of the other Party : (a) disclose: (i) the
      existence of the Agreement to the extent contemplated in Article 18.6,
      (ii) the general subject matter thereof (other than material business,
      technical and commercial terms thereof or related thereto), and (iii) the
      identity of the Party; or (b) make public disclosure of this Agreement and
      of the transactions contemplated hereby, the aggregate consideration to be
      paid hereunder, the terms hereof or the results obtained hereunder to the
      extent that such public disclosure is required by any law, or rule or
      regulation of any governmental agency, including without limitation, the
      United States Securities and Exchange Commission or any securities
      exchange on which securities of the disclosing party are then listed;
      provided, however, that in the case of any disclosure under clause (b)
      above, the disclosing Party shall endeavor to obtain confidential
      treatment of information to be disclosed to the extent requested by the
      other Party. In addition, the Parties agree that DEBIOTECH and IMED will,
      upon execution of this Agreement by the Parties, publicly release the
      statements, respectively, set forth on Enclosure 14 hereto.

21.8  Currency. All payments due hereunder shall be made in lawful coin and
      currency of the USA.

21.9  No Broker. DEBIOTECH, on the one hand, and IMED, on the other hand,
      represent that it has not employed any broker, finder, investment bank or
      financial adviser as to whom the other Party may have an obligation to pay
      any broker's or finders fee in connection with the origin, negotiation, 

<PAGE>
      execution or performance of this Agreement.

21.10 Headings. The titles and headings to Articles are inserted for the
      convenience of reference only and are not intended to be a part of or to
      affect the meaning or interpretation of this Agreement.

21.11 Actions by Affiliates. Each Party agrees that, to the extent this
      Agreement contemplates any action to be taken by an Affiliate of such
      Party, such Party, as the case may be, will take all actions necessary to
      ensure that such Affiliate takes such action and the failure of such
      Affiliate to take such action shall be deemed a default by such Party.

21.12 Declaration of Accountant Regarding Royalties. IMED's auditors shall
      provide DEBIOTECH with a certified declaration each calendar year, stating
      that IMED's accounting of royalties pursuant to Article 9 to DEBIOTECH is
      correct.

21.13 Independent Contractor. No Party is the legal representative or agent of
      the other Party as a result of this Agreement. Nothing herein shall be
      construed as creating the relationship of joint venture or partnership. No
      Party shall have the right to bind the other Party in contract or
      otherwise.

21.14 Change of Conditions. In the event that, during the duration of this
      Agreement, the regulations in force at the time of its execution are
      drastically modified, or in the event that the data on which the Parties
      relied to enter into this Agreement change in such a manner that one Party
      shall suffer severe hardship from its performance of this Agreement, which
      could not reasonably be foreseen as of the date on which this Agreement
      was executed, the Parties shall then meet and adapt the conditions of this
      Agreement to the new situation, in a manner equitable to both Parties.

21.15 Counterparts. This Agreement may be executed in one or more counterparts,
      all of which shall be considered one and the same Agreement, and shall
      become a binding Agreement when one or more counterparts have been signed
      by each Party and delivered to the other Party.

21.16 Tax Recuperation. Each Party shall cooperate with the other Party to
      recuperate withholding taxes and the like, to the extent possible by law.


ARTICLE 22:  ARBITRATION AND GOVERNING LAW

22.1  Mediation. In the event the Parties are unable to resolve a dispute, the
      Parties may engage a mediator acceptable to both Parties. Said mediator
      will immediately meet with the President of both parties to discuss the
      basis for the dispute and to attempt to resolve the dispute.

22.2  Jurisdiction. The ordinary courts of the place of residence of the
      defending Party have jurisdiction to grant interim injunctions as long as
      an arbitration panel is not constituted.  After an arbitration panel is 

      convened, such courts have no jurisdiction, except to the extent necessary
      to execute interim orders issued by the arbitration panel.

22.3  Arbitration. With the exception of interim injunctions subject to Article
      22.2 hereabove, any controversy or claim among the parties arising out of
      or relating to this Agreement shall be finally settled under the rules of
      arbitration set forth in Exhibit 22.3 hereto. The arbitration panel shall
      have full powers to issue interim orders.

22.4  Choice of Law. This Agreement shall be construed, governed by and
      interpreted in accordance with the laws of Switzerland.


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officers.



      DEBIOTECH S.A.                      IMED Corp.
      Date:May 8, 1995                    Date: May 8, 1995
      In:  Lausanne, Switzerland          In:   Lausanne, Switzerland

             /s/ Frederic Neftel                 /s/ Joseph W. Kuhn
      --------------------------          ----------------------------   
      Name:  Frederic Neftel,             Name:  Joseph W. Kuhn
                C.E.O.                              President