Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                          MOUNT COOK BIOSCIENCES, INC.

                                  as Purchaser,


                                       and


                            ENHANCE BIOTECH, INC. and

                          ARDENT PHARMACEUTICALS, INC.

                                   as Sellers




                               Dated: May 18, 2006

   ***Certain confidential portions of the Asset Purchase Agreement have been
  omitted pursuant to a request for confidential treatment and have been filed
      separately with the Commission. The omitted confidential portions are
                        indicated by three asterisks ***.
<PAGE>

                            ASSET PURCHASE AGREEMENT

      This Asset  Purchase  Agreement is entered into as of the 18th day of May,
2006 (the  "Agreement"),  by and among MOUNT COOK BIOSCIENCES,  INC., a Delaware
corporation  (the  "Purchaser"),  ENHANCE  BIOTECH INC., a Delaware  corporation
("Enhance")  and Ardent  Pharmaceuticals,  Inc., a  wholly-owned  subsidiary  of
Enhance ("Ardent") (Enhance and Ardent are sometimes referred to individually as
a "Seller" and collectively as the "Sellers").

                                 R E C I T A L:

      Subject  to the terms and  conditions  of this  Agreement,  the  Purchaser
desires to  purchase,  and  Sellers  desires to sell,  the  Acquired  Assets (as
defined  below)  for  the  aggregate  consideration  set  forth  below  and  the
assumption  by the  Purchaser of certain of the Sellers'  liabilities  set forth
below.

      In consideration of the foregoing and the mutual promises made herein, and
to specify the terms and conditions  under which the  transactions  contemplated
hereby will be consummated, the parties hereto do hereby agree as follows:

                                A G R E E M E N T

            1.  Definitions.  Except as  otherwise  expressly  provided  in this
      Agreement or unless the context otherwise  requires,  the following terms,
      for all purposes of this  Agreement,  shall have the  respective  meanings
      hereinafter specified:

      "Acquired Assets" means all right, title and interest in and to all of the
assets of the Sellers  existing as of the Closing Date  constituting,  primarily
used for or related to the Technology, including but not limited to:

            (a) the Patents, Patent Applications,  continuations,  continuations
in part,  divisionals,  reissues  and  reexaminations  related  thereto  and all
improvements thereon;

            (b) all Intellectual Property;

            (c) all  regulatory  filings,  preclinical  and clinical  data,  and
manufacturing  information relating to the Technology made by Sellers and/or any
of its Affiliates, including but not limited to Ardent Pharmaceuticals, Inc., or
that otherwise are or could be in Sellers' possession or control;

            (d) all drug substance owned or controlled by Sellers;

            (e) any designs,  prototypes or models for the  Technology  owned or
controlled by Sellers;

            (f)  all  contracts  and  other  legal  privileges  relating  to the
Technology; and

            (g) any other asset  needed to make,  have made,  use,  lease and/or
sell products incorporating the Technology.


                                       2
<PAGE>

      Notwithstanding  the foregoing,  under no circumstances shall the Acquired
Assets include any Excluded Assets.

      "Affiliate" means a Person, directly or indirectly,  under the control of,
controlled by or under common control with another Person.

      "ALZA Agreement"  shall mean that certain  Feasibility  Study,  Option and
License Agreement between Ardent and ALZA Corporation.

      "Assumed   Liabilities"   means  the  liabilities  under  the  Glaxo-Delta
Agreement,  including  but  not  limited  to the  obligation  to  pay  royalties
thereunder,  and no other liabilities.  Notwithstanding the foregoing,  under no
circumstances shall the Assumed Liabilities include any Retained Liabilities.

      "Books and Records"  means all records,  invoices and other  documents and
information  (be it in paper or  electronic  data form) to the extent  primarily
related to the  ownership  and  operation of the Acquired  Assets or  Technology
including,  without  limitation,  titles,  registrations,  contracts,  invoices,
marketing  and  statistical  information  pertaining  to the Acquired  Assets or
Technology and related licenses, permits and leases, and, to the extent in their
possession, all bills of sale and warranties.

      "Claims"  shall have the  meaning  specified  in Section  4(g)(iv) of this
Agreement.

      "Closing" means the consummation of the transactions  contemplated by this
Agreement.

      "Closing  Date" means a date to be mutually  agreed by the parties  hereto
that  occurs  immediately  succeeding  the date on which  all of the  conditions
specified in Section 7 are satisfied  (subject to  fulfillment or waiver of such
conditions), and on which the Closing takes place.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Covered  Action" shall have the meaning  specified in Section 9(b)(ii) of
this Agreement.

      "DEA" shall mean the United Stated Drug Enforcement Administration and any
successor entity thereto.

      "Default"  means an event of default,  as defined in any contract or other
agreement or  instrument,  or any event  which,  with the passage of time or the
giving of notice or both,  would  constitute an event of default or other breach
under such contract or other agreement or instrument.

      "Encumbrances" shall have the meaning specified in Section 4(e)(i) of this
Agreement.

      "Excluded  Assets"  means any asset of  Sellers  other  than the  Acquired
Assets.

      "Fair Market Value" means the per share price of the Purchaser  Shares, on
a  fully-diluted  basis,  issued  in  connection  with  the  Initial  Securities
Offering.


                                       3
<PAGE>

      "FDA"  means  the  United  States  Food  and Drug  Administration  and any
successor entity thereto.

      "Feasibility  Studies"  shall  have  the  meaning  specified  in the  ALZA
Agreement.

      "Gardant"  shall have the meaning  specified  in Section  7(b)(ii) of this
Agreement.

      "Generally  Accepted  Accounting  Principles"  (or "GAAP")  shall have the
meaning ascribed to it from time to time by the American  Institute of Certified
Public Accountants.

      "Governmental  Body" means any federal,  state,  provincial,  municipal or
other governmental  department,  commission,  board, bureau,  authority,  court,
agency or instrumentality, domestic or foreign.

      "Glaxo-Delta  Agreement"  means that certain  Assignment  Agreement by and
between The Wellcome  Foundation Ltd of Glaxo Wellcome  House,  Glaxo  Wellcome,
Inc. and Delta Pharmaceuticals, Inc., effective January 1, 1996.

      "IND"  means an  investigational  new drug  application  as  defined in 21
C.F.R.  Section  312 et seq for  the  FDA in the  United  States  or  equivalent
application  to other  countries,  to  commence  clinical  testing  of a drug in
humans,  as  defined  by the  FDA in the  United  States,  or  other  applicable
Competent Authority,  as the same may be amended,  supplemented or replaced from
time to time.

      "Indemnification  Cap" shall have the meaning specified in Section 9(f)(i)
of this Agreement.

      "Indemnified Party" shall have the meaning set forth in Section 9(c)(i) of
this Agreement.

      "Indemnifying  Party" shall have the meaning set forth in Section  9(c)(i)
of this Agreement.

      "Initial  Securities  Offering"  shall mean the securities  offering after
giving effect to which Purchaser will have raised through one or more offerings,
gross   proceeds   in  the   aggregate   of  at  least   ten   million   dollars
($10,000,000.00).

      "Intellectual  Property" has the meaning  specified in Section  4(g)(i) of
this Agreement.

      "Know-how"   means  all  tangible  and  intangible   information   whether
patentable or not (but which has not been patented) related to the Technology or
any improvement thereon,  including but not limited to: formulations,  in vitro,
preclinical  or  clinical  design,  information  or results,  other  proprietary
materials,  processes,  including  but not limited to  manufacturing  processes,
data,  drawings and  sketches,  designs,  testing and test  results,  regulatory
information of a like nature,  owned or controlled by Sellers which Sellers have
the right to disclose and transfer to Purchaser.


                                       4
<PAGE>

      "Law" or "Laws" means statutes,  rules,  regulations and ordinances of any
Governmental Body.

      "Licensee"  means a third party that has entered into a license  agreement
with  Purchaser  licensing  any of the  rights in and to one or more  Patents to
produce  one or more  Products  or a  party  that  has  entered  into a  license
agreement with a Licensee  sublicensing  any of the rights in and to one or more
Patents to produce one or more Products.

      "Material  Adverse  Effect" means,  with respect to the Acquired Assets or
Technology, the occurrence of a materially adverse effect which could reasonably
foreseeably materially impair the value of the Acquired Assets or Technology.

      "Net  Sales"  means the total  gross  receipts  for sales of a Product  by
Purchaser or its affiliates or its Licensees, whether invoiced or not, minus:

            (a) usual trade  discounts to customers as reasonable  and customary
in the industry;

            (b) sales,  tariff duties and/or use taxes directly imposed and with
reference to particular sales;

            (c) outbound  transportation  prepaid or allowed and  transportation
insurance;

            (d) bad debt deductions  actually  written off during the accounting
period as defined in accordance with GAAP;

            (e) sales commissions as reasonable and customary in the industry;

            (f)  amounts  allowed  or  credited  on returns  as  reasonable  and
customary in the industry;

            (g) packaging and freight charges; and

            (h)  cost  of  delivery  technologies,  including  any  royalty  and
milestone payments related thereto.

      "Order" means any order, writ, injunction, decree, stipulation,  judgment,
award, determination, direction or demand of a Governmental Body.

      "Ordinary  Course of  Business"  means,  with  respect to any Person,  the
ordinary course of business, of such Person, consistent with its past custom and
practice (including with respect to frequency and amount).

      "Patent(s)"  shall  mean  those  patents  set forth on  Schedule  4(g)(ii)
attached hereto and incorporated herein and all documentation related thereto.

      "Patent  Application"  shall mean those patent  applications  set forth on
Schedule 4(g)(ii) attached hereto and incorporated  herein and all documentation
related thereto.


                                       5
<PAGE>

      "Person"  means any  natural  person,  sole  proprietorship,  corporation,
limited   liability   company,   partnership,   joint  venture,   unincorporated
association, firm, trust or other entity.

      "Product"  shall  mean one or more  products  covered by one or more valid
claims of the Patents.

      "Purchase Price" shall mean the consideration as set forth in Section 2(c)
of this Agreement.

      "Purchaser"  shall have the meaning  specified in the opening paragraph of
this Agreement

      "Purchaser  Covered  Action"  shall have the  meaning set forth in Section
9(a)(iii) of this Agreement.

      "Purchaser  Losses"  shall have the meaning  specified  in Section 9(a) of
this Agreement.

      "Purchaser  Notice"  shall have the meaning  specified  in Section 6(d) of
this Agreement.

      "Purchaser  Shares" means shares of common stock of  Purchaser,  par value
[$.01] per share.

      "Retained  Liabilities"  shall  have  the  meaning  specified  in  Section
2(b)(ii) of this Agreement.

      "Royalty  Payment  Term" shall mean the period  beginning on the Effective
Date and  ending on the date of  expiration  of the last to  expire  Patent on a
country-by-country basis.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Seller(s)"  shall have the meaning set forth in the opening  paragraph of
this Agreement.

      "Seller  Covered  Action"  shall  have the  meaning  specified  in Section
9(b)(ii) of this Agreement.

      "Sellers'   Knowledge"  or  "of  which  the  Sellers  have  Knowledge"  or
"Knowledge of Sellers"  means the knowledge or awareness,  after a review of the
representations  and  warranties  set  forth in  Section  4 below  and all other
representations  and  warranties  of  the  Sellers  hereunder  and  due  inquiry
thereafter  (which  review has been made  prior to the  Sellers'  execution  and
delivery of this  Agreement)  of the Sellers,  Chris Every,  Phillip Wise or Ken
Chang.

      "Seller  Losses" shall have the meaning  specified in Section 9(b) of this
Agreement.

      "Seller  Notice" shall have the meaning  specified in Section 6(d) of this
Agreement.

      "Settlement  Agreement"  shall  have  the  meaning  specified  in  Section
7(b)(ii) of this Agreement.


                                       6
<PAGE>

      "Software Programs" shall have the meaning specified in Section 4(j)(i) of
this Agreement.

      "Successful  Completion"  shall  mean the  determination,  after  analysis
customary  in the  industry,  that a P-value  of  statistical  significance  has
satisfied  the  primary  endpoint  as defined in the  protocol  and  statistical
analysis plan for such trial.

      "Surviving  Representations"  shall have the  meaning set forth in Section
9(h) of this Agreement.

      "Tax" means any and all taxes,  charges,  fees,  levies,  deficiencies  or
other assessments of whatever kind or nature including,  without limitation, all
net income,  gross income,  profits,  gross receipts,  excise,  real or personal
property, sales, ad valorem, withholding,  social security,  retirement, excise,
employment,   unemployment,  minimum,  estimated,  severance,  stamp,  property,
occupation,  environmental,  windfall profits, use, service, net worth, payroll,
franchise, license, gains, customs, transfer, recording and other taxes, customs
duty,  fees  assessments  or  charges  of any kind  whatsoever,  imposed  by any
Governmental Body,  including any liability therefor as a transferee  (including
without  limitation  under Section 6901 of the Code or any similar  provision of
applicable Law), as a result of Treasury  Regulation ss. 1.1502-6 or any similar
provision  of  applicable  Law,  or as a result of any Tax  sharing  or  similar
agreement,  together with any  interest,  penalties or additions to Tax relating
thereto.

      "Technical  Documentation"  shall have the  meaning  specified  in Section
4(g)(i) of this Agreement.

      "Technology"  means the  Patents,  Patent  Applications,  know-how,  other
intellectual  property and other assets  currently owned and utilized by Sellers
relating to certain opioid receptor technology.

      "Trademarks"  shall have the meaning  specified in Section 4(g)(i) of this
Agreement.

      "Trade  Secrets"  shall have the meaning  specified in Section  4(g)(i) of
this Agreement.

      "Transaction  Taxes"  shall have the meaning  specified in Section 2(g) of
this Agreement.

      "UDI"  shall  have the  meaning  specified  in  Section  7(b)(ii)  of this
Agreement.

      "Unlimited Purchaser  Obligations" and "Unlimited Seller Obligations" each
shall have the meaning specified in Section 9(f)(i) of this Agreement.

            2. Purchase of Acquired Assets.

            (a) Purchase and Sale of the Acquired  Assets.  Subject to the terms
and conditions of this Agreement, the Purchaser shall purchase from the Sellers,
and the  Sellers  shall  sell,  transfer,  convey,  assign  and  deliver  to the
Purchaser,  for the  consideration  specified  below  in this  Section  2 at the
Closing, all of the Acquired Assets of the Sellers.

            (b) Assumption of Liabilities.


                                       7
<PAGE>

                  (i) Subject to the terms and conditions of this Agreement, the
Purchaser  shall assume and become  responsible  for, from and after the Closing
Date, the Assumed Liabilities. On and after the Closing Date, and subject to the
provisions  in Section 9 regarding  indemnification,  the  Purchaser  shall have
complete control over the payment,  settlement,  or other disposition of, or any
dispute  involving,  any of the Assumed  Liabilities,  and the  Purchaser  shall
conduct and control all negotiations and proceedings with respect to the Assumed
Liabilities.  The Purchaser's  assumption of the Assumed Liabilities shall in no
way expand the rights or remedies of any third party  against the Sellers or the
Purchaser  as compared to the rights and  remedies  which such third party would
have had  against  any of them if the  Purchaser  had not  assumed  the  Assumed
Liabilities pursuant to this Agreement.

                  (ii)  Notwithstanding  anything  to  the  contrary  set  forth
herein,  the  Purchaser  shall not  assume or become  responsible  for,  and the
Sellers  shall  remain  exclusively  liable  for,  any  and all  liabilities  or
obligations (whether known or unknown,  whether absolute or contingent,  whether
liquidated or unliquidated,  whether accrued or unaccrued,  whether due or to be
come due, and whether claims with respect  thereto are asserted  before or after
the   Closing   Date)  of  the  Sellers   which  are  not  Assumed   Liabilities
(collectively, the "Retained Liabilities").

            (c) Payment of the Purchase Price. In consideration for the transfer
of the Acquired Assets, Purchaser shall pay to Enhance as follows:

                  (i) Cash Milestone Payments.

                        A. Three hundred twelve  thousand six hundred  fifty-six
dollars ($312,656.00) simultaneously upon the Closing;

                        B. ***;

                        C. ***;

                        D. ***;

                        E. ***.

                  (ii) Royalty Payments.

                        A.  Royalties on Net Sales.  During the Royalty  Payment
Term,  Purchaser shall pay to Enhance an annual royalty payment in the amount of
*** percent (***%) of Net Sales.

                        B. Royalty Reduction for Infringement. If Purchaser, any
Affiliate  of  Purchaser,  or any  licensee of Purchaser is required by order or
judgment of any court in any  jurisdiction,  or if Purchaser,  such Affiliate of
Purchaser  or such  licensee  of  Purchaser,  in  their  sole  discretion  after
appropriate  legal  analysis,  believes it  necessary to obtain a license from a
third party in any jurisdiction in order to sell a Product in such jurisdiction,
then up to fifty percent (50%) of the  reasonable  royalties  payable under such
license in such  jurisdiction  shall be deducted from royalties payable pursuant
to subsection A. above.


                                       8
<PAGE>

                        C. Royalty  Reduction for Combination  Products.  In the
event that a Product is sold in the form of a combination product containing one
or more products or  technologies  which are themselves  not a Product,  the Net
Sales for such combination  product shall be calculated by multiplying the sales
price of such combination  product by the fraction of which the numerator is the
invoice price of the Product (or fair market value if such Product if sold to an
Affiliate) and of which the  denominator is the total invoice price of the other
products or technologies  contained in the Product (or fair market value of such
other products or technologies if sold to an Affiliate).

                        D. Time for  Payment.  Purchaser  shall  pay to  Enhance
within 45 days of the final day of the Purchaser's fiscal quarter, the royalties
due and payable  pursuant to  subsection  A. above on a yearly  basis for unpaid
royalties  which accrued  within or prior to  Purchaser's  previously  completed
fiscal year.

                        E.  Termination of Royalties Upon Expiration of Patents.
Purchaser's  obligations  to pay  royalties to Enhance  pursuant to this Section
2(c)(ii) with respect to each Patent shall  terminate and be of no further force
and effect upon the expiration of such Patent's Royalty Payment Term;  provided,
that any royalties  accrued and unpaid at the time of such  expiration  shall be
payable to Enhance in accordance with Section 2(c)(ii)D. above.

                  (iii) Issuance of Stock. Purchaser shall issue to Enhance that
number of Purchaser  Shares equal to ten percent (10%) of the  aggregate  issued
and outstanding Purchaser Shares as follows:

                        A.  243,771  Purchaser  Shares on the Closing  Date,  as
adjusted by Subsection D. below.

                        B. ***.

                        C. ***.

                        D. If the product of the Fair Market Value multiplied by
487,541 (the "Initial Shares") is less than *** at the time of the completion of
the Initial  Securities  Offering,  then the  Purchaser  shall issue to Enhance,
subject to this  Section D, a number of  additional  shares of Common Stock (the
Additional  Shares") so that the product of (i) the  Additional  Shares plus the
Initial  Shares  and (ii) the Fair  Market  Value is equal to ***.  Accordingly,
Sections  A, B,  and C  shall  be  adjusted  pro-rata  in  accordance  with  the
foregoing.  For example by way of illustration,  if 1000 Additional  Shares were
required to be issued  pursuant  to this  subsection,  then 500 shares  shall be
issued directly to Enhance upon completion of the Initial  Securities  Offering,
250 Additional  Shares will be issued to Enhance upon completion of subsection B
and  250  Additional  Shares  will be  issued  to  Enhance  upon  completion  of
subsection C.

            (d)  Allocation  of Purchase  Price.  The  Purchaser and the Sellers
agree  to use  reasonable  efforts  to  agree,  following  the  signing  of this
Agreement and prior to the Closing Date, on an allocation of the Purchase  Price
(and all other  capitalizable  costs)  among the Acquired  Assets for  financial
accounting and tax purposes.


                                       9
<PAGE>

            (e)  Title.  In the event for any reason  good title to an  Acquired
Asset is not obtained by the Purchaser, the Sellers shall hold any rights it has
in such Acquired Asset, for the sole use and benefit of the Purchaser.

            (f) Further Assurances. At the Closing and at any time and from time
to  time  thereafter,  at the  request  of the  Purchaser  and  without  further
consideration,  the Sellers shall promptly  execute and deliver such instruments
of sale,  transfer,  conveyance and assignment and take all such other action as
the  Purchaser  may  reasonably  determine to be  necessary to more  effectively
transfer,  convey and assign to the  Purchaser,  and to evidence and confirm the
Purchaser's  rights to, title in and  ownership  of, the  Acquired  Assets to be
purchased by Purchaser hereunder,  to place the Purchaser (through its ownership
of the  Acquired  Assets)  in actual  possession  and  operating  control of the
Acquired  Assets  being  purchased  by the  Purchaser  hereunder,  to assist the
Purchaser in  exercising  all rights with  respect  thereto and to carry out the
purpose and intent of this Agreement.

            (g) Transaction Taxes. Any and all federal,  state,  county or local
excise,  stamp,  transfer,  sale,  registration and other Taxes, fees and duties
(including any interest,  additions to tax and penalties  with respect  thereto)
and any and all  transfer,  registration,  recording or similar fees and charges
imposed  in  connection  with  the  transfer  of the  Acquired  Assets  and  the
consummation of the transactions  contemplated by this Agreement  (collectively,
"Transaction  Taxes") shall be borne by the Purchaser  which the Purchaser shall
pay on or after  Closing  when and as required  by  applicable  laws;  provided,
however,  that an amount equal to 50% of such fees and charges  actually paid by
the Purchaser  shall be deducted from the next milestone  payment due to Sellers
pursuant to Section 2(c)(i) hereof after which such fees and charges are paid by
the Purchaser.

            (h)  Sublicense.  Sellers  hereby  grant to  Purchaser a  perpetual,
irrevocable,  royalty-free,  exclusive sublicense to use the final study reports
and the  data  included  therein  of the  results  of the  Feasibility  Studies;
provided,  however that such license is limited to the data  generated  from the
Feasibility Studies.

            3. The  Closing  and  Certain  Conduct  Prior to and  Subject to the
      Closing.

            (a) The Closing.  The Closing  shall take place on the Closing Date,
at 10:00 a.m., New York time, at the offices of Morrison  Cohen,  LLP, 909 Third
Avenue, New York, NY 10022.

            (b) Public Statements.  From and after the date hereof,  none of the
Purchaser nor either of the Sellers shall, and each of the Purchaser and each of
the Sellers shall use their reasonable best efforts not to, permit any Affiliate
thereof to,  either  make,  issue or release any press  release,  or any oral or
written  public  announcement  or  statement  concerning  or with respect to, or
acknowledgment  of the existence of, or reveal the terms,  conditions and status
of, this Agreement and all agreements, instruments and documents to be delivered
hereunder,  or the  transactions  contemplated  hereby and thereby,  without the
prior written  consent of each of the other parties  hereto (which consent shall
not be unreasonably  withheld or delayed),  unless such announcement is required
by Law or a  Governmental  Body,  in which case the other parties shall be given
notice of such  requirement  prior to such  announcement  and the parties  shall
consult with each other as to the scope and substance of such disclosure.


                                       10
<PAGE>

            (c)  Other  Actions.  Each  of the  parties  hereto  shall  use  all
reasonable  efforts to (i) take, or cause to be taken, all actions,  (ii) do, or
cause to be done, all things,  and (iii) execute and deliver all such documents,
instruments  and  other  papers,  as in each  case may be  necessary,  proper or
advisable under  applicable  Laws, or reasonably  required in order to carry out
the terms and  provisions of this Agreement and to consummate and make effective
the transactions contemplated hereby.

            (d)  Consents:  Releases.  The Sellers  shall cause the Purchaser to
receive all necessary consents and approvals on or prior to the Closing Date. At
or prior to the  Closing,  the  Sellers  shall cause the  Acquired  Assets to be
released  from all  liabilities,  liens or other  obligations  not  constituting
Assumed Liabilities.

            4.  Representations,  Warranties  and Covenants of the Sellers.  The
      Sellers  hereby jointly and severally  represent,  warrant and covenant to
      the Purchaser as follows:

            (a) Organization.  The Sellers are each a corporation duly organized
and validly  existing under the laws of the  jurisdiction of its  incorporation.
The Sellers are each qualified to do business and in good standing in each state
where the  character  of the real  properties  owned or held under  lease or the
nature of business transacted by Sellers makes qualification  therein by Sellers
as a foreign corporation  necessary,  or where the failure to be so qualified or
to be in good  standing  therein  could  have a Material  Adverse  Effect on the
Sellers. Schedule 4(a) hereto sets forth with respect to each of the Sellers (i)
the jurisdiction in which such Seller is incorporated and (ii) each jurisdiction
in which such Seller is qualified to do business as a foreign corporation.

            (b)  Enforceable  Obligation;  Due  Authorization.   The  execution,
delivery and performance of this Agreement and all  agreements,  instruments and
documents to be delivered by the Sellers  hereunder (i) are within the power and
authority  of the  Sellers,  (ii) do not  require  the consent or approval of or
filing with any  Governmental  Body or any other  Person other than as otherwise
provided  herein,  (iii)  will not  conflict  with,  result in the breach of, or
constitute a Default  under,  any of the terms,  conditions or provisions of the
certificate of  incorporation  or By-laws of the Sellers,  (iv) will not violate
any Laws or Order of any Governmental  Body, (v) will not conflict with,  result
in the  breach  of, or  constitute  a  Default  under  any  material  indenture,
mortgage, deed of trust, lease, agreement, contract or other instrument to which
each  Seller is a party or by which  each  Seller or any of its  properties  are
bound, and (vi) will not result in the creation or imposition of any Encumbrance
(as  hereinafter  defined)  upon  any of the  Acquired  Assets,  other  than  as
contemplated by this Agreement and the documents executed in connection with the
transactions  contemplated  hereby.  This  Agreement  and the other  agreements,
documents and other  instruments  attached as Exhibits and  Schedules  hereto or
executed  and  delivered  in  connection  herewith  to which  each  Seller  is a
signatory have been duly authorized,  executed and delivered by such Seller, and
constitute the legal,  valid and binding  obligations of such Seller enforceable
in accordance with their terms,  except that (x) such enforcement may be subject
to bankruptcy, insolvency, reorganization,  fraudulent conveyance, moratorium or
other  similar  laws now or hereafter in effect  relating to  creditors'  rights
generally and (y) the remedy of specific  performance  and  injunctive and other
forms of  equitable  or legal  remedies  may be subject to  equitable  defenses,
equitable  principles  and to the  discretion  of the  court  before  which  any
proceeding therefor may be brought.


                                       11
<PAGE>

            (c)  Governing   Instruments.   True  and  complete  copies  of  the
certificate of incorporation  and By-laws of each of the Sellers,  as amended to
the date hereof have been provided to Purchaser.

            (d) Litigation; Observance of Laws.

                  (i)  There  is no  litigation,  at  law or in  equity,  or any
proceeding  before any Governmental  Body or any arbitration  pending or, to the
Sellers'  Knowledge,  threatened against or relating to the Sellers with respect
to the Acquired  Assets or the  Technology,  other than as set forth on Schedule
4(d)(i). To the Sellers' Knowledge,  no basis exists for the commencement of any
such  litigation,  proceeding or  arbitration.  Schedule  4(d)(i) also lists all
pending  legal  actions,  suits  proceedings  and claims  brought by the Sellers
against a third party relating to the Acquired Assets or the Technology.

                  (ii) The  Sellers  are not in  violation  of or  default  with
respect to any Order of any arbitrator or Governmental Body where such violation
or default is likely to have a Material Adverse Effect on the Acquired Assets or
the Technology,  and to the Sellers' Knowledge there is no basis for there to be
declared  any such  violation  or  default  which is likely  to have a  Material
Adverse Effect on the Acquired Assets or the Technology.

                  (iii) The Sellers are not in violation of any Laws (including,
without  limitation,  Environmental  Laws),  the violation of which would have a
Material Adverse Effect on the Acquired Assets or the Technology.

            (e) Title to Acquired Assets

                  (i) The Sellers  have good and  marketable  title to, or valid
leasehold  interests  in,  all of the  Acquired  Assets,  free and  clear of all
claims, mortgages, pledges, liens, encumbrances,  security interests and adverse
interests of every nature whatsoever ("Encumbrances") except: (A) leases with or
licenses from third parties as set forth on Schedule  4(e)(i)(A) hereto, and (B)
Encumbrances reflected on Schedule 4(e)(i)(B) hereto.

                  (ii) The Acquired  Assets  constitute  all of the  properties,
assets, rights,  contracts,  leases,  easements,  permits, licenses and real and
personal  property  heretofore  utilized by the Sellers in  connection  with the
Technology  and with respect to such Acquired  Assets are reflected in the Books
and Records;  and no Acquired Asset is owned by a Person other than the Sellers,
except for those Assets  which are leased to the  Sellers,  which leases are set
forth on Schedule 4(e)(ii) attached hereto.

                  (iii) No third  Person owns or has any rights in any  Acquired
Assets or property used in connection with the Technology.

                  (iv) Sellers have taken all actions necessary, appropriate and
desirable to maintain the Patents and Patent Applications.


                                       12
<PAGE>

            (f) Tax Matters.  Except as set forth in Schedule 4(f),  there is no
Encumbrance for any Tax upon any of the Acquired Assets;

            (g) Intellectual Property.

                  (i) All Patents and Patent Applications;  trademarks,  service
marks, trade names, Internet domain names, designs,  logos, slogans, and general
intangibles  of like  nature,  together  with all  goodwill,  registrations  and
applications related to the foregoing (collectively,  "Trademarks");  copyrights
(including  any   registrations   and  applications   therefor)   (collectively,
"Copyrights");  computer  software  programs or applications (in both source and
object code form) and technical  documentation  relating  thereto  ("Software");
technology,  trade secrets and  proprietary or other  confidential  information,
Know-how,  proprietary processes,  formulae,  algorithms,  models, technical and
engineering data, computer discs and tapes,  plans,  diagrams and schematics and
methodologies  (collectively,  "Trade Secrets"); as each relates to the Acquired
Assets  or the  Technology  are  hereinafter  referred  to as the  "Intellectual
Property".

                  (ii)  Schedule  4(g)(ii)  contains a true and complete list of
all of the Sellers'  U.S. and foreign (A) Patents and Patent  Applications;  (B)
Trademark  registrations  and  applications  therefor and material  unregistered
Trademarks; (C) copyright registrations and applications therefor; and (D) other
filings and formal actions made or taken pursuant to federal,  state,  local and
foreign  laws by the  Sellers  to  protect  its  interests  in the  Intellectual
Property, the name of the registrant, owner or assignee, if applicable, shall be
set forth  opposite  each  item on such  Schedule  4(g)(ii).  One or both of the
Sellers  is listed in the  records  of the  appropriate  U.S.,  state or foreign
registry  as the sole  current  owner of record for each listed  application  or
registration.  The Patents are in full force and effect and have been maintained
up to and including the Closing Date.  With respect to the listed  applications,
each such application has been prosecuted in full compliance with all applicable
rules, policies and procedures of the United States Patent and Trademark Office.

                  (iii) The Intellectual  Property  consists solely of items and
rights that are:  (A) owned by the  Sellers;  (B) in the public  domain;  or (C)
rightfully  used by the Sellers and its successors  pursuant to a valid license.
One or both of the Sellers is the exclusive owner of the Intellectual  Property,
and has all rights in the  Intellectual  Property  used in its  publications  or
otherwise  necessary  for it or the  Purchaser to fully  utilize and exploit the
Acquired Assets and the Technology,  including without limitation, to the extent
required to carry out such activities,  rights to make, use, exclude others from
using,  reproduce,  modify,  adapt, create derivative works based on, translate,
distribute  (directly and indirectly),  transmit,  display and perform publicly,
license,  rent,  lease,  assign  and  sell  the  Intellectual  Property  in  all
geographic locations and fields of use, and to license any or all such rights to
third parties.


                                       13
<PAGE>

                  (iv) The utilization  and  exploitation of the Acquired Assets
and the  Technology  in the past,  if any, did not infringe  (when  utilized and
exploited)  and  as  currently  conducted  or as  currently  contemplated  to be
utilized and exploited does not infringe (either directly or indirectly, such as
through  contributory  infringement)  any  intellectual  property right owned or
controlled  by any third party.  There is no pending or, to the Knowledge of the
Sellers,  threatened claim,  suit,  arbitration or other adversarial  proceeding
before any court, agency,  arbitral tribunal,  or registration  authority in any
jurisdiction  (collectively,  "Claims") (A) involving the Intellectual  Property
owned by the Sellers, or, to the Knowledge of the Sellers, Intellectual Property
licensed to the Sellers or (B) alleging  that the Acquired  Assets or Technology
does or will infringe upon,  violate or constitute the  unauthorized  use of the
intellectual  property  rights of any third party or challenging  the ownership,
use,  validity,  enforceability or registrability of any Intellectual  Property.
There are no settlements,  forbearances to sue,  consent  judgments or orders or
similar  obligations  other than license  agreements  in the Ordinary  Course of
Business  which (a)  restrict the  Sellers'  rights to use any the  Intellectual
Property, (b) restrict the Acquired Assets or Technology in order to accommodate
a third party's intellectual  property rights or (c) permit third parties to use
any  Intellectual  Property.  To the  Knowledge  of the Sellers (x) all Patents,
Patent  Applications,  Trademarks and Copyrights  held by the Sellers are valid,
enforceable and subsisting and (y) there has been no denial,  refusal or similar
action  by  any  governmental  authority  with  respect  to any  Patent,  Patent
Application,  Copyright  or Trademark  application  filed by or on behalf of the
Sellers.  To the  Knowledge  of  the  Sellers,  there  is no  unauthorized  use,
infringement or  misappropriation  of any of Intellectual  Property by any third
party, employee or former employee.

                  (v)  Except as set  forth on  Schedule  4(g)(v),  there are no
royalties,  fees,  honoraria or other payments  payable by the Sellers or to any
person or entity, including without limitation to (A) ALZA Corporation; (B) Elan
Corporation,  PLC, Elan International Services,  Ltd., Elan Pharma International
Limited,  or any of their Affiliates;  (C) Organnon  International AG, or any of
its  Affiliates;  or  (D)  Janssen  Pharmaceutica  Products,  LP or  any  of its
Affiliates,  by reason of the  ownership,  development,  use,  license,  sale or
disposition of Intellectual Property,  other than salaries and sales commissions
paid to employees and sales agents in the Ordinary Course of Business.

                  (vi)  All  current  personnel,  including  employees,  agents,
consultants,  designers and contractors, who have contributed to or participated
in the conception and development of any part of Intellectual Property on behalf
of the Sellers have executed  nondisclosure  agreements that adequately  protect
the Sellers' proprietary  interests in the Intellectual  Property and either (A)
have  been a party  to a  "work-for-hire"  arrangement  or  agreements  with the
Sellers in accordance with  applicable  national and state law that has accorded
the Sellers' full,  effective,  exclusive and original ownership of all tangible
and  intangible  property  thereby  arising,  or (B) have  executed  appropriate
instruments  of  assignment  in favor of one or both of the  Sellers as assignee
that have  conveyed to such Seller  effective  and  exclusive  ownership  of all
tangible and intangible  property thereby arising. No current or former partner,
director,  officer,  or employee of the Sellers (or any predecessor in interest)
will, after giving effect to the transactions contemplated herein, own or retain
any rights in or to any of Intellectual Property.

                  (vii) Schedule  4(g)(vii) sets forth (A) all licenses or other
agreements  which  Sellers  have granted to or entered into with any third party
with  respect to the  Intellectual  Property and (B) all  Intellectual  Property
licensed by Sellers  from a third party  other than  licenses  for off the shelf
software.  The Sellers are not, nor as a result of the  execution or delivery of
this Agreement,  or performance of the Sellers' obligations hereunder,  will the
Sellers be, in  violation  of any  material  license,  sublicense,  agreement or
instrument  to which one of both of the Sellers is a party or  otherwise  bound,
nor will execution or delivery of this Agreement, or performance of the Sellers'
obligations hereunder, cause the diminution, termination or forfeiture of any of
the  Sellers'  rights in  Intellectual  Property  or require  the consent of any
governmental  authority  or third  party  in  respect  of any such  Intellectual
Property.  To the  Knowledge  of the  Sellers,  each such  license,  sublicense,
agreement or  instrument  constitutes  the valid and binding  obligation  of all
parties thereto, enforceable in accordance with its terms, and, to the Knowledge
of the  Sellers,  there  exists no breach by any party  thereto  and no event or
circumstance  which will result in a violation or breach of, or constitute (with
or  without  due  notice  or  lapse of time or both) a  default  by the  Sellers
thereunder.


                                       14
<PAGE>

                  (viii) The Sellers have taken  reasonable  measures to protect
the confidentiality of its Trade Secrets. To the Knowledge of the Sellers, there
has been no misuse or  misappropriation  of any  Trade  Secret by any  person or
entity.

            (h) No Other Inventors. There are no inventors of the Patents or the
Patent  Applications  other than those  listed as  inventors  to the  respective
Patents or Patent Application listed on Schedule 4(g)(ii).

            (i) No Government Funding.  The Patents and Patent Applications were
not  supported  in whole or in part by funding or grants by any federal or state
agency.  Sellers have provided Purchaser with copies of all documents reflecting
support or funding  for all or part of the  research  leading to the Patents and
Patent  Applications,  all of such funding  agencies is listed on Schedule  4(i)
hereto.

            (j) Dealings  with the FDA and DEA.  Sellers have not received  from
the FDA, the DEA or any similar state, local or foreign  Governmental  Authority
any notice (i)  regarding the  approvability  or approval of any Product or (ii)
alleging any  violation  by Sellers of any Law relating to any of the  Products,
Patents,  Patent  Applications  or  Technology.  None of the Products,  Patents,
Patent Applications or Technology has been withdrawn,  suspended or discontinued
by Sellers as a result of any action by the FDA,  the DEA or any similar  state,
local or foreign  Governmental  Authority,  either  within or outside the United
States  (whether  voluntarily  or otherwise).  No officer,  employee or agent of
Sellers  has  made any  untrue  statement  of a  material  fact or a  fraudulent
statement to the FDA, DEA or any similar  state,  local or foreign  Governmental
Authority,  failed to disclose any material fact required to be disclosed to the
FDA, the DEA or any similar state, local or foreign Governmental  Authority,  or
committed an act,  made a statement or failed to make a statement  that,  at the
time such act,  statement or omission was made,  could reasonably be expected to
provide a basis for the FDA,  the DEA or any  similar  state,  local or  Foreign
Governmental  Authority to invoke the FDA's  policy  respecting  "Fraud,  Untrue
Statements of Material Facts,  Bribery,  and Illegal Gratuities" set forth in 56
Fed.  Reg.  46191  (September  10,  1991)  or any  similar  policy,  nor has any
director,  officer,  employee or agent of Sellers been convicted of any crime or
engaged in any conduct  for which  debarment  is  mandated by 21 U.S.C.  Section
335a(a) (or any similar Law) or authorized by 21 U.S.C.  Section 335a(b) (or any
similar Law).

            (k)  Scheduled  Compound.  DPI-125 is not a  scheduled  compound  as
determined by the DEA on the Closing Date.

            (l) No Options to Acquired Assets.  The Sellers are not party to any
agreement or  understanding  pursuant to which there are any options,  rights of
first  refusal,  rights of last  refusal or any other  rights of any third party
with respect to any of the  Acquired  Assets,  or pursuant to which  Sellers are
obligated  to provide or would be obligated to provide to any third party any of
the Acquired Assets.


                                       15
<PAGE>

            (m) Investment.

                  (i) Enhance understands that the Purchaser Shares are illiquid
and involves a high degree of risk;

                  (ii) Enhance  understands  that the Purchaser  Shares have not
been registered under the Securities Act, or the securities laws of any state of
the  United  States,  and  will  be  subject  to  substantial   restrictions  on
transferability  unless and until the  securities are registered or an exemption
from registration becomes available;

                  (iii) Enhance  understands  that an appropriate  stop transfer
order will be placed on the books of the Purchaser  respecting the  certificates
evidencing  the Purchaser  Shares and such  certificates  shall bear such legend
until such time as the  Purchaser  Shares shall have been  registered  under the
Securities Act or shall have been  transferred in accordance  with an opinion of
counsel  acceptable to counsel for the Purchaser that such  registration  is not
required;

                  (iv)  Enhance's  decision to purchase the Purchaser  Shares is
based solely on the Sellers' Knowledge of the Technology;

                  (v)  Enhance  has  independently  and  without  reliance  upon
Purchaser, and based on such information as Enhance has deemed appropriate, made
its own analysis and decision to acquire the Purchaser  Shares and  acknowledges
that Purchaser has not given Enhance any investment  advice,  credit information
or opinion on whether the acquisition of the Purchaser Shares is prudent;

                  (vi)  Enhance has not relied on and will not rely on Purchaser
to furnish or make  available any documents or other  information  regarding the
credit, affairs, financial condition or business of the Purchaser.

                  (vii)  Enhance has had an  opportunity  to ask  questions  and
receive  answers from  management  of the  Purchaser  concerning  the  Purchaser
Shares;

                  (viii) Enhance is purchasing the Purchaser  Shares for its own
account for  investment  purposes  only and not with a view to the sale or other
distribution  thereof,  and that Enhance presently has no intention of offering,
selling, transferring, pledging, hypothecating, or otherwise disposing of all or
any part of the securities at any particular time, for any particular  price, or
upon the happening of any particular event or circumstances.

                  (ix)  Enhance  is  an   Accredited   Investor  as  defined  in
Securities Act.

            5. Representations,  Warranties and Covenants of the Purchaser.  The
      Purchaser represents, warrants and covenants to the Sellers as follows:


                                       16
<PAGE>

            (a) Organization.  The Purchaser is a corporation duly organized and
validly  existing  under the laws of the State of Delaware and has all requisite
power and authority to enter into this Agreement and the agreements contemplated
hereunder and to consummate the transactions contemplated hereby.

            (b)  Enforceable  Obligation;  Due  Authorization.   The  execution,
delivery and  performance  of this  Agreement  and the  agreements  contemplated
hereunder  to be  executed  by the  Purchaser  and the  compliance  with all the
provisions  hereof  and  thereof  are  within  the  power and  authority  of the
Purchaser,  will  not  conflict  with  or  result  in the  breach  of any of the
provisions of, or constitute a Default  under,  or result in the creation of any
Encumbrance  upon  any  property  of the  Purchaser  under  the  certificate  of
incorporation  or the  by-laws  of the  Purchaser,  or any  agreement  or  other
instrument  to  which  the  Purchaser  is a party  or by  which it or any of its
property is bound, or of any license, Laws or Order applicable to the Purchaser,
have been duly authorized by all necessary  action on the part of the Purchaser,
will not conflict with,  result in the breach of, or constitute a Default under,
any indenture, mortgage, deed of trust, lease, agreement, or other instrument to
which the  Purchaser  is a party or by which it or any of its property is bound.
This Agreement,  and the other  agreements  contemplated  hereunder to which the
Purchaser  is a party upon their  delivery  will have been duly  executed by the
Purchaser  and  constitute  the  legal,  valid and  binding  obligations  of the
Purchaser  enforceable against the Purchaser in accordance with their respective
terms, except as (x) such enforcement may be subject to bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws now or hereafter in effect, or
by legal or equitable principles, relating to or limiting creditors' rights, and
(y) the  remedy of  specific  performance  and  injunctive  and  other  forms of
equitable or legal relief are subject to certain equitable  defenses,  equitable
principles  and to the  discretion  of the court  before  which  any  proceeding
therefor may be brought.

            (c)  Capitalization;  Title. The entire authorized  capital stock of
Purchaser  is set forth in Exhibit A attached  hereto and  incorporated  herein.
Immediately following  consummation of the transaction  contemplated hereby, the
capitalization of Purchaser will be as set forth on said Exhibit A. No shares of
capital stock are held in treasury. All of the shares of Purchaser capital stock
issued and outstanding on the date hereof have been duly authorized, are validly
issued,  fully paid and  nonassessable.  There are no  outstanding or authorized
options,  warrants,  purchase rights,  subscription  rights,  conversion rights,
exchange rights,  or other contracts or commitments that could require Purchaser
to issue,  sell or  otherwise  cause to become  outstanding  any of its  capital
stock. There are no outstanding or authorized stock appreciation, phantom stock,
profit  participation or similar rights with respect to Purchaser.  There are no
voting trusts,  proxies,  or other agreements or understandings  with respect to
the voting of the capital stock of Purchaser.

            (d) Purchaser  Shares.  The Purchaser Shares issued pursuant to this
Agreement  have been duly  authorized  and upon  issuance  and  delivery of such
Purchaser Shares, will be fully-paid and nonassessable.

            (e) Closing Conditions.  The Purchaser shall use its best efforts to
comply with and satisfy all  closing  conditions  set forth in Section  7(a) and
(c).

            6. Post-Closing Covenants.


                                       17
<PAGE>

            (a) Prosecution and  Maintenance.  Following the Closing,  Purchaser
shall diligently  prosecute and maintain the Patents,  including but not limited
to, the filing of patent applications, extensions, continuations,  continuations
in part,  divisionals,  re-examinations or re-issue  applications that Purchaser
determines  may be  required  to  advance  the  purposes  of this  Agreement  or
otherwise to protect the rights of Purchaser in and to the Patents.

            (b) Abandonment. The Purchaser may, in its sole discretion, elect to
abandon  any Patent  Application  or Patent.  Following  such  abandonment,  the
Purchaser shall have no further royalty  obligation to Enhance in respect of any
Product the  manufacture,  use or sale of which is covered by an issued claim of
such  abandoned  Patent  or  Patent   Application;   provided,   however,   such
manufacture,  use or sale of such Product is not covered by other valid  Patents
or Patent Applications., and provided, further, however, that the Purchaser will
not abandon any Patent that,  without the existence of any other Patent or other
intellectual property rights of the Company, provides the Company with exclusive
rights to market and sell a Product in any applicable Territory.

            (c) Obligation to Exploit.  Notwithstanding anything to the contrary
contained in Section 6(b) above,  the Purchaser shall use reasonable  commercial
efforts to bring at least one (1) Product to market as timely and efficiently as
commercially  reasonable  through  industry  accepted  preclinical  and clinical
development,   including   but  not   limited  to  research   and   development,
manufacturing, laboratory and clinical testing and marketing. If such Product is
ultimately  accepted  by  the  FDA,  the  Purchaser  agrees  to  use  reasonable
commercial  efforts to exploit  such  Product to the fullest  extent;  provided,
however,  that the  Purchaser  shall not be  required to continue to exploit the
Technology  (including,  but not limited to bringing a Product to market) if, in
the reasonable  judgment of the Purchaser,  (a) the potential financial benefits
from such exploitation  would not justify the costs associated  therewith or (b)
at any time, a  preclinical  or clinical  trial fails to  demonstrate  a safe or
effective compound.

            (d) No  Publication.  In the event that Sellers desire to publish or
disclose,  by  written  oral or other  presentation,  any  material  information
related to the Acquired  Assets,  Sellers  shall notify the Purchaser in writing
("Seller  Notice") at least 60 days prior to any  speech,  lecture or other oral
presentation  and at least 90 days prior to any written or other  publication or
disclosure of such  information.  Sellers shall include with the Seller Notice a
description  of any proposed oral  presentation  or, in any proposed  written or
other disclosure,  a current draft of such proposed disclosure or abstract. Upon
notice from the Purchaser  ("Purchaser Notice") within 30 days following receipt
of the Seller  Notice,  Sellers shall delay such  presentation,  publication  or
disclosure  until  the  earlier  of (i)  the  number  of days  requested  in the
Purchaser Notice, (ii) that date upon which Purchaser files, or has filed on its
behalf,  a  patent   application,   copyright  or  other   appropriate  form  of
intellectual property protection related to the information to be disclosed,  or
(iii) 60 days from Sellers' receipt of the Purchaser  Notice.  If Sellers do not
receive a Purchaser  Notice,  Sellers may submit such material for presentation,
publication or other form of disclosure.

            (e) Royalty Reports and Records.


                                       18
<PAGE>

                  (i) Records and Audits.  The Purchaser  shall keep full,  true
and accurate books of account  containing all particulars  that may be necessary
for the purpose of showing the  amounts  payable to Enhance  pursuant to Section
2(c)(ii)  of  this  Agreement.  Said  books  of  account  shall  be  kept at the
Purchaser's  principal place of business and the supporting data shall be opened
up to Enhance once per year upon reasonable notice to the company for inspection
by Enhance's  internal audit division or by another  designated auditor selected
by Enhance  except one to whom the Purchaser has reasonable  objection,  for the
purpose of verifying the Purchaser's Royalty Statement (as hereinafter  defined)
or  compliance  in  other  respects  with  this  Agreement  for the  immediately
preceding  three-year  period.  If an  inspection  shows an under  reporting  or
underpayment  in excess of five percent (5%) of remuneration  payable,  then the
Purchaser shall reimburse Enhance for the cost of the inspection at the time the
Purchaser  pays  the  unreported  royalties.  Said  books  of  account  and  the
supporting data shall be made available to Enhance for three (3) years following
the expiration of the Patent that has the latest  expiration  date. All payments
required  under this  Section  shall be due within  thirty (30) days of the date
Licensor provides the Company notice of the payment due.

                  (ii) Royalty  Statements.  Within 45 days from the end of each
calendar  quarter of each calendar year, the Purchaser  shall deliver to Enhance
complete and accurate reports, giving such particulars of the business conducted
by the  Purchaser  during  the  preceding  quarter as shall be  pertinent  to an
accounting of royalties and other payments that may be due to Enhance under this
Agreement  (the "Royalty  Statement").  The Royalty  Statement  shall include at
least the following:

                        A. an accounting of all Products used or sold;

                        B. total amounts invoiced for Products;

                        C. Net Sales for each Product by each of the  Purchaser,
each Affiliate and each Licensee;

                        D. cumulative Net Sales for the current calendar year;

                        E. a breakdown of deductions  applicable in computed Net
Sales and taxes withheld, if any;

                        F. a breakdown of royalties due based on Net Sales by or
for the Purchaser or its Affiliates;

                        G. a breakdown of royalties due from any Licensee;

                        H. names and addresses of all  Licensees and  Affiliates
of the Purchaser; and

                        I. a copy of each  report  from each  Licensee as may be
pertinent to an  accounting  of  royalties  and other  payments  that may be due
Enhance.

                  (iii)  Confidential  Treatment of Reports.  Sellers  agrees to
hold in confidence each Royalty Statement delivered by the Purchaser pursuant to
this Section 6(e) until the termination of this Agreement.  Notwithstanding  the
foregoing Sellers may disclose any such information  required to be disclosed in
its  financial  statements  or as  required  by any stock  exchange  or  similar
regulatory authority,  or pursuant to any Applicable Laws, provided that Sellers
take  reasonable  steps to provide the  Purchaser  with the  opportunity,  where
appropriate, to contest such subpoena, requirement or order.


                                       19
<PAGE>

            (f) Non-Disclosure of Confidential  Information.  From and after the
date hereof, each party agrees not to divulge, communicate, use to the detriment
of the other party or for the benefit of any other Person, or misuse in any way,
and each  party  will use its best  efforts  to cause its  officers,  directors,
employees,  accountants,  counsel,  consultants,  advisors  and  agents  not  to
divulge, communicate, use to the detriment of the other party or for the benefit
of any other  Person,  or  misuse  in any way,  any  confidential  documents  or
information concerning the Technology or the Acquired Assets.

            (g)  Reservation of Purchaser  Shares.  Purchaser shall reserve that
number of  Purchaser  Shares  necessary  to fulfill its  obligations  under this
Agreement.

            (h)  Purchaser  as  Publicly  Traded  Company.  Purchaser's  current
business plan contemplates  that Purchaser will use its commercially  reasonable
efforts  to  become  publicly  traded  at some  point  prior  to  completion  of
development  of the  compunds,  subject to certain  circumstances  that,  in the
opinion of Purchaser, would make becoming a publicly traded company impractical,
such  reasons  to  include,  but shall not be  limited  to,  market  conditions,
Purchaser's finances, and a sale of Purchaser prior to becoming public.

            (i) Termination Agreement. Sellers shall execute and shall work with
Purchaser  and  negotiate  with ALZA  Corporation  as Purchaser  may  reasonably
request,  in  connection  with the  negotiation  and execution of, a Termination
Agreement by and between  Enhance and ALZA  Corporation,  in form and  substance
acceptable to the Purchaser, within 30 days after the Closing Date.

            (j) Delivery of Compound.  Sellers shall to the extent available and
at the request of Purchaser  and at  Purchaser's  cost and expense,  acquire and
deliver to Purchaser  that amount of DPI-125  compound as set forth in Exhibit B
attached hereto, within 30 days after the Closing Date.

            (k) Good Standing.  Not later than thirty days following the Closing
Date,  Seller shall take all steps  necessary to cause each Seller to be in Good
Standing in the respective state of its  incorporation,  including the filing of
all tax and other reports and the payment of all amounts due thereunder.

            7. Conditions to Closing; Closing Deliveries.

            (a)   Conditions  to  All  Parties'   Obligations.   The  respective
obligations  of the parties hereto to consummate the Closing shall be subject to
the  satisfaction  (or waiver by each party) as of the Closing of the  following
conditions:

                  (i) Governmental Approvals.  Any notice to or approvals of any
federal,   state  or  foreign   governmental   authority  with  respect  to  the
transactions contemplated hereby shall have been either filed or received.


                                       20
<PAGE>

                  (ii) No  Order.  No  federal,  state or  foreign  governmental
authority or other agency or commission or court of competent jurisdiction shall
have  enacted,  issued,  promulgated,  enforced  or entered any  statute,  rule,
regulation,  injunction  or  other  order  (whether  temporary,  preliminary  or
permanent)  which  remains  in  effect,  and which has the  effect of making the
transactions  contemplated hereby illegal or otherwise prohibiting  consummation
of the transactions contemplated by this Agreement.

            (b) Conditions to the  Purchaser's  Obligations.  The obligations of
the  Purchaser to  consummate  the Closing are subject to the  satisfaction  (or
waiver by the Purchaser) as of the Closing of the following conditions:

                  (i)   Representations,    Warranties   and   Covenants.    The
representations  and warranties of the Sellers made in this Agreement  which are
qualified by  materiality  shall be true and correct in all respects,  and those
which are not  qualified  as to  materiality  shall be true and  correct  in all
material respects,  as of the date of this Agreement and, except as specifically
contemplated by this Agreement, on and as of the Closing Date, as though made on
and as of the Closing  Date,  and the Sellers  shall have  performed or complied
with,  or shall have caused to be performed or complied  with,  in all materials
respects  all  obligations  and  covenants  required  by  this  Agreement  to be
performed or complied with by the Sellers or any Affiliate of theirs by the time
of the Closing;  and the Purchaser shall have received from each of the Sellers,
a certificate dated the Closing Date and signed by an authorized officer of such
Seller confirming the foregoing.

                  (ii)   Satisfaction   of  Certain   Obligations;   Release  of
Encumbrances.  The Sellers  shall have  satisfied  all  obligations  owed to its
creditors  necessary  to release  all  Encumbrances,  and  otherwise  permit the
Purchaser to obtain clear title to, the Acquired  Assets or, at the  Purchaser's
option, shall have obtained payoff letters and releases from such creditors,  in
form and substance  satisfactory  to the  Purchaser,  which  contain  payoff and
release information with respect to the satisfaction of such obligations and the
release  of all such  Encumbrances,  and  provided  such  payoff  letters to the
Purchaser.  Specifically, and without limiting any of the foregoing, the Sellers
shall have  delivered to the Purchaser (a)  authorization  in form and substance
reasonably  satisfactory  to the  Purchaser  from Gardant  Pharmaceuticals  Inc.
("Gardant") to release any and all  Encumbrances  on the Acquired  Assets it may
have  pursuant to a certain  Security  Agreement  dated  August 11, 2004 between
Gardant (f/k/a BioAccelerate Holdings, Inc.) and Ardent (predecessor to Enhance)
or any other agreement or understanding  giving rise to an Encumbrance on any or
all of  the  Acquired  Assets,  and  (b) a  payoff  letter  from  UDI  Community
Development  Corporation  ("UDI")  (1)  acknowledging  satisfaction  of Sellers'
obligations   pursuant  to  that  certain   Settlement   Agreement  and  Release
("Settlement  Agreement")  entered into on February 17, 2006 among UDI,  Enhance
and  Ardent  and (2)  authorizing  release  of any and all  Encumbrances  on the
Acquired Assets it may have pursuant to the Settlement Agreement.

                  (iii) Other  Documents and  Instruments to be delivered by the
Sellers. The Sellers shall have delivered all certificates, agreements and other
documents  and  instruments  required to be  delivered  by them on or before the
Closing pursuant to this Agreement,  and such other Documents and instruments as
the  Purchaser  may  reasonably  request,  including,  without  limitation,  the
following:


                                       21
<PAGE>

                        A.  Good  Standing  Certificate.  A  certificate  of the
appropriate  officials,  dated the Closing  Date,  certifying  as to (A) the due
organization  and good  standing  (including  tax good  standing  (to the extent
obtainable  with proper notice to the applicable  jurisdiction))  of each of the
Sellers in its  jurisdiction of  organization  and (B) the  qualification  to do
business  and the good  standing  (including  tax good  standing  (to the extent
obtainable  with proper notice to the applicable  jurisdiction))  of each of the
Sellers  in  each  jurisdiction  wherein  the  conduct  of its  business  or the
ownership  or  operation  of assets  requires  each of the  Sellers to  maintain
qualification as a foreign corporation.

                        B.  Resolutions.  Certified  copies of resolutions  duly
adopted  by the  Board  of  Directors  of each of the  Sellers  authorizing  the
execution, delivery and performance of this Agreement and each of the Agreements
contemplated hereby and the consummation of the transaction  contemplated hereby
and thereby and all such resolutions  shall not have been amended or revoked and
shall remain in full force and effect.

                        C. Bill of Sale and other Transfer Documents.  A bill of
sale for the Acquired Assets,  assignments of Patents,  tradenames,  trademarks,
copyrights and other Intellectual Property, and such other transfer documents as
are reasonably requested by the Purchaser, each in form and substance reasonably
acceptable to the Purchaser.

                        D. Stockholders' Agreement. A stockholders' agreement by
and among the Purchaser, Enhance and the other stockholders of the Purchaser, in
form and substance acceptable to the Purchaser.

            (c) Conditions to the Sellers'  Obligations.  The obligations of the
Sellers to consummate the Closing are subject to the  satisfaction (or waiver by
the Sellers) as of the Closing of the following conditions:

                  (i)   Representations,    Warranties   and   Covenants.    The
representations and warranties of the Purchaser made in this Agreement which are
qualified by  materiality  shall be true and correct in all respects,  and those
which are not  qualified  as to  materiality  shall be true and  correct  in all
material  respects,  as of  the  date  of  this  Agreement  and on and as of the
Closing,  as though made on and as of the Closing Date. The Purchaser shall have
performed  or  complied  in all  material  respects  with  all  obligations  and
covenants  required by this  Agreement to be  performed or complied  with by the
Purchaser by the time of the Closing;  and the Sellers  shall have received from
the Purchaser a  certificate  dated the Closing Date and signed by an authorized
officer of the Purchaser confirming the foregoing.

                  (ii)  Resolutions.  The Sellers  shall have  received from the
Purchaser certified copies of resolutions duly adopted by the Board of Directors
of the Purchaser  authorizing  the execution,  delivery and  performance of this
Agreement and the consummation of the transactions  contemplated hereby, and all
such resolutions shall not have been amended or revoked and shall remain in full
force and effect.

                  (iii) Payment.  The Purchaser  shall have paid the payment set
forth in Section  2(c)(i)(A)  and shall have  issued  that  number of  Purchaser
Shares set forth in 2(c)(iii)(A).


                                       22
<PAGE>

            8. Simultaneous Transactions.  All transactions to be effected under
      this Agreement at the Closing shall be deemed to occur in the order herein
      specified,  if any,  but shall  occur  nearly  simultaneously  and no such
      transaction  shall be deemed to have occurred unless all such transactions
      have  occurred.  All documents  required to be delivered at the Closing by
      any party hereunder,  including this Agreement,  shall be deemed initially
      delivered in escrow.  No such document shall be released  therefrom  until
      all  documents  have  been  delivered  in  escrow  and  payment  received,
      whereupon all shall be deemed released together.

            9. Indemnification.

            (a)  Indemnification  by the Sellers.  The Sellers shall jointly and
severally  indemnify and hold harmless the Purchaser  from and against,  without
duplication,  all costs, fees,  liabilities,  losses,  Taxes,  charges,  claims,
expenses and damages, including,  without limitation,  reasonable legal fees and
expenses (both those  incurred in connection  with the defense or prosecution of
the indemnifiable claim and those incurred in connection with the enforcement of
this  provision) and costs of  investigation,  actually  incurred or as and when
actually  paid by the  Purchaser,  its  agents  or  Affiliates,  or any of their
respective  subsidiaries  or Affiliates,  or any of their  respective  officers,
directors or employees, (collectively "Purchaser Losses") as a result of:

                  (i) any misrepresentation contained in or breach of or failure
to perform any representation, warranty, covenant or agreement of the Sellers in
this  Agreement  or  in  any  agreement,  document,  instrument,  certification,
Schedule,  Exhibit  or  writing  delivered  pursuant  hereto,  or in  connection
herewith;

                  (ii) any Retained Liabilities;

                  (iii) the actual or threatened  commencement  by a third party
of any proceeding,  suit or action against either of the Sellers,  the Purchaser
or any Affiliate thereof,  or any director,  officer or employee of any of them,
arising  out of  actions  taken,  or  omitted  to be  taken,  or  state of facts
existing,   prior  to  the  Closing,  which,  if  determined  adversely  thereto
(regardless  of the actual  determination  thereof)  would result in a Purchaser
Loss which is indemnifiable  under the provisions of this Section 9(a) (any such
pending or threatened suit or action being a "Purchaser Covered Action"); and/or

                  (iv)  any and  all  actions,  suits,  proceedings,  claims  or
demands incident to any of the foregoing indemnifications.

            (b)  Indemnification  by the  Purchaser.  The  Purchaser  agrees  to
indemnify and hold harmless the Sellers from and against,  without  duplication,
all costs, losses,  fees,  liabilities,  Taxes,  charges,  claims,  expenses and
damages,  including  reasonable  legal fees and expenses (both those incurred in
connection with the defense or prosecution of the indemnifiable  claim and those
incurred in connection  with the  enforcement  of this  provision)  and costs of
investigation,  as and actually  incurred or as and actually paid by the Sellers
(collectively "Seller Losses") as a result of:


                                       23
<PAGE>

                  (i) any  misrepresentation  contained  in or the  breach of or
failure to perform any representation,  warranty,  or agreement of the Purchaser
in this  Agreement or in any  agreement,  document,  instrument,  certification,
Schedule,  Exhibit  or  writing  delivered  pursuant  hereto,  or in  connection
herewith;

                  (ii) Purchaser's  failure to perform any obligation of Sellers
arising after the Closing Date under the Glaxo-Delta Agreement;

                  (iii) the actual or threatened  commencement  by a third party
of  any  proceeding,  suit  or  action  against  either  of the  Sellers,  their
Affiliates,   or  any  director  or  officer  of  any  of  them,  which  is  not
indemnifiable  by the Sellers pursuant to Section 9(a) above, and which is based
upon clause 9(b)(i) above or the Acquired Assets after the Closing Date,  which,
if determined  adversely to the Sellers (regardless of the actual  determination
thereof),  would result in a Seller Loss (any such pending or threatened suit or
action being a "Seller  Covered  Action" and together  with a Purchaser  Covered
Action, a "Covered Action"); and/or

                  (iv)  any and  all  actions,  suits,  proceedings,  claims  or
demands incident to any of the foregoing indemnifications.

            (c) Loss Indemnity Procedure.

                  (i) Upon learning of the  commencement  of a Covered Action or
the  actual  receipt  by the  party  claiming  a  right  of  indemnification  of
information  relating to the purported existence of facts or circumstances which
could  result in the  commencement  of a Purchaser or Seller  Covered  Action or
other  incurrence of a Purchaser or Seller Loss, the party claiming the right of
indemnification  (the  "Indemnified  Party") shall  promptly,  but no later than
fifteen (15) days after learning of such  commencement  or receipt,  give notice
thereof,  with  reasonable  specificity of the facts as then known, to the party
having the  indemnification  obligation (the  "Indemnifying  Party");  provided,
however,  failure to give timely notice shall not release the Indemnifying Party
of its  obligations  hereunder  except  if,  and only to the  extent  that,  the
Indemnifying  Party  suffers  actual  prejudice  as a  proximate  result of such
failure.

                  (ii) The Indemnifying Party shall have the right to assume the
defense  of  any  such  Covered  Action  only  by  giving  written  notice  (the
"Assumption  Notice") to the Indemnified Party within 20 days after notice given
pursuant to Section 9(c)(i) above,  which Assumption Notice shall state that (A)
it agrees that the claimant is entitled to indemnification hereunder; and (B) it
agrees or they agree to assume the defense  thereof in the name and on behalf of
the Indemnified  Party with counsel  reasonably  satisfactory to the Indemnified
Party, in either event at the sole cost and expense of the  Indemnifying  Party;
provided, however:

                        A. all such costs and expenses of the foregoing counsel,
if not paid by the Indemnifying  Party and instead paid by the Indemnified Party
shall be Losses  indemnifiable by the  Indemnifying  Party under Section 9(a) or
(b), as the case may be,

                        B. the  Indemnified  Party,  notwithstanding  the timely
delivery of an Assumption Notice, may participate in such Covered Action through
counsel separately selected and paid for by the Indemnified Party, and


                                       24
<PAGE>

                        C. if no Assumption Notice complying with subclauses (A)
and (B) above is timely given,  or despite the giving of the  Assumption  Notice
the defendants in any Purchaser  Covered Action or Seller Covered Action, as the
case may be, include both the Indemnified Party and the Indemnifying  Party, and
the Indemnified  Party shall have  reasonably  concluded that there may be legal
defenses  available  to it  which  are  different  from or  additional  to those
available to the Indemnifying Party, or if there is a conflict of interest which
would prevent  counsel for the  Indemnifying  Party from also  representing  the
Indemnified  Party,  then the  Indemnified  Party in each of the foregoing cases
shall have the right to select one  separate  counsel to conduct  the defense of
such action on its behalf,  and all such costs and expenses shall be paid by the
Indemnifying  Party and, if paid by the  Indemnified  Party,  shall be Purchaser
Losses or Seller Losses indemnifiable by the Indemnifying Party under Subsection
9(a) or (b), as the case may be. The Indemnified Party may take such action with
respect to a Purchaser or Seller  Covered  Action as it may deem  appropriate to
protect against further damage or default,  including  obtaining an extension of
time to answer the complaint or other pleading or filing an answer thereto.

                  (iii) Where either of the Sellers is the  Indemnifying  Party,
such  Seller  shall not  consent to the entry of any  judgment or enter into any
settlement  without the  written  consent of the  Purchaser,  which shall not be
unreasonably withheld or delayed. Where the Purchaser is the Indemnifying Party,
the  Purchaser  shall not consent to the entry of any judgment or enter into any
settlement  without the written  consent of such Seller,  if  applicable,  which
consent will not be unreasonably withheld or delayed.

            (d) Payment by Indemnified  Party. The  Indemnifying  Party shall be
entitled to receive payment from the Indemnified Party of an amount equal to the
Tax reduction or refund actually  realized,  or insurance proceeds actually paid
to the Indemnified  Party,  solely as a result of the  Indemnified  Party having
incurred such Seller or Purchaser  Loss,  provided that the  Indemnifying  Party
shall have paid to the  Indemnified  Party the full amount of such  Purchaser or
Seller  Loss.  Nothing  herein  shall  obligate the  Indemnified  Party,  in the
exercise of his/its  good faith  reasonable  business  judgment,  or that of its
direct or indirect  parent,  to make any claim for a Tax  reduction or refund or
insurance recovery.

            (e)  Duration  of  Indemnification.  Liability  for  indemnification
hereunder  shall expire as provided in Section  9(h) below unless the  Purchaser
gives  written  notice  prior to such  date of  expiration  to the  Seller  of a
Purchaser Loss or a Purchaser Covered Action (setting forth in reasonable detail
the specific facts and circumstances then known and pertaining thereto).  In any
of such events,  such  liability  shall  survive  until such  Purchaser  Loss or
Purchaser Covered Action is finally determined and any  indemnification  payment
due with respect thereto or with respect to a Purchaser Loss is made.

            (f) Limitations.


                                       25
<PAGE>

                  (i) Notwithstanding anything to the contrary contained in this
Section 9, (A) the Sellers  shall not be obligated to pay in the  aggregate  any
amounts  in  respect  of  Purchaser   Losses  in  excess  of   $3,500,000   (the
"Indemnification  Cap") and (B) the  Purchaser  shall not be obligated to pay in
the  aggregate  any  amounts  in  respect  of  Seller  Losses  in  excess of the
Indemnification  Cap.  Notwithstanding  the foregoing and Sections  9(g)(ii) and
9(g)(iii),  the  Indemnification  Cap  shall  not  apply to  obligations  to pay
Purchaser  Losses or Seller  Losses (as  applicable)  in  respect  of  Unlimited
Purchaser  Obligations  or Unlimited  Seller  Obligations  (each as  hereinafter
defined).  For purposes hereof,  (A) "Unlimited Seller  Obligations"  shall mean
Purchaser Losses attributable to or resulting from (1) fraud of the Sellers, (2)
failure  by  the  Sellers  to  perform  any  of  the  covenants,  agreements  or
obligations to be performed by them under this Agreement, (3) failure to satisfy
any   Retained   Liability,   (4)  any   intentional   or   knowing   breach  or
misrepresentation  of any  representation or warranty contained in Section 4, or
(5) any breach or  misrepresentation of any representation or warranty contained
in   Sections   4(a)   (Organization),   4(b)   (Enforceable   Obligation;   Due
Authorization),  4(c)  (Governing  Instruments),  and 4(e)  (Title  to  Acquired
Assets);  and (B)  "Unlimited  Purchaser  Obligations"  shall mean Seller Losses
attributable  to  or  resulting  from  (1)  fraud  of  the  Purchaser,  (2)  any
intentional  or knowing  material  breach or material  misrepresentation  of any
representation  or warranty  contained in Section 5, (3) Purchaser's  failure to
make any  royalty  payments  owed by Sellers  after the  Closing  Date under the
Glaxo-Delta   Agreement,   or  (4)  any  breach  or   misrepresentation  of  any
representation or warranty  contained in Sections 5(a)  (Organization),  or 5(b)
(Enforceable Obligation; Due Authorization).

                  (ii) For  purposes of this  Section 9 and the  indemnification
rights  and  obligations  that  are set  forth  in  this  Section  9  only,  the
representations  and  warranties  of the  parties  that  are  contained  in this
Agreement shall be read and  interpreted  without any of the  qualifications  or
exceptions that are contained in those  representations  and warranties relating
to materiality or Material Adverse Effect.

            (g) Payment of Losses.  Purchaser  Losses pursuant to this Section 9
shall be paid  first,  by the amount and to the extent of the Escrow  Amount and
second, the remainder shall be paid by the Sellers pursuant to this Section 9.

            (h) Survival.  All covenants shall survive the closing indefinitely.
Except as  otherwise  specifically  provided  herein,  all  representations  and
warranties shall survive the Closing, regardless of any inspection or discovery,
whether by reason of due diligence or  otherwise,  for a period of eighteen (18)
months from the Closing,  except that a representation  or warranty with respect
to Sections 4(b) and 5(b) (Enforceable  Obligations;  Due  Authorization),  4(e)
(Title   to   Acquired   Assets)   and   5(c)    (Capitalization)    ("Surviving
Representations")  shall survive the maximum  duration of the longest statute of
limitations  applicable  with  respect  to  such  respective  representation  or
warranty plus sixty (60) days.

            10.  Public  Announcements.  No party  hereto  shall issue any press
      release or  announcement,  or make any  reference to the Closing or to the
      transactions  contemplated  hereby to any third  Person  without the prior
      written consent of the other parties hereto.  All parties shall coordinate
      the  announcement  of the  Closing,  as to both  the  manner  and  content
      thereof.

            11. Brokers.  Each of the parties hereto  represents and warrants to
      the others that he/she or it has not  employed or dealt with any broker in
      connection with any transactions  contemplated by this Agreement and shall
      save  the  other  harmless  from  any and all  other  claims  at any  time
      hereafter made for brokers' or finders' fees or  commissions,  which claim
      or claims arise out of any  agreement  alleged to have been made or action
      taken by the other,  concerning or relating to the subject  matter of this
      Agreement.  To the extent that there are any brokers' or finders'  fees or
      commissions  claimed such fees and  expenses  shall be paid by the Sellers
      and otherwise shall be a Retained Liability.


                                       26
<PAGE>

            12. Notices.

            (a)  All  notices  and  other  communications  hereunder  will be in
writing  and will be given by delivery in person,  facsimile  or other  standard
form of telecommunications,  by overnight courier, or by registered or certified
mail, return receipt requested, to the parties at their respective addresses set
forth below, with copies as follows:

            If to the Purchaser:

            c/o Paramount Biosciences, L.L.C.
            787 Seventh Avenue - 48th Floor
            New York, NY 10019
            Fax: (212) 554-4490
            Attn: President

            With copy to:

            Morrison Cohen, LLP
            909 Third Avenue
            New York, NY 10022
            Fax: (212) 735-8708
            Attn: Jack Levy, Esq.

            If to the Sellers:

            Enhance Biotech, Inc.
            712 5th Avenue - 19th Floor
            New York, NY 10019
            Fax: 212-581-1922
            Attn: C. Every

            with copies to:

            Savannah House - 5th Floor
            11 Charles II Street
            London SW1Y 4QU
            Fax: (44) 207 451 2469
            Attn: L. Boyne

Notice given by mail shall be deemed given four business days after deposit with
the United States  Postal  Service;  Notice given by overnight  courier shall be
deemed  given one business  day after  delivery  into the custody and control of
such  overnight  courier  service for next day delivery and notice  delivered in
person  or by  facsimile  shall be  deemed  given one  business  day after  such
delivery or receipt.


                                       27
<PAGE>

            (b) Any party  hereto may change the  address to which any notice or
other  communication  shall be given by a notice to such effect  complying  with
this Section 12.

            13. Miscellaneous.

            (a) Rights Confined to Parties.  Nothing expressed or implied herein
is intended or shall be  construed  to confer upon or give to any Person,  other
than the parties hereto, and their respective heirs, executors,  administrators,
successors and assigns as permitted hereunder, any right, remedy, or claim under
or by reason of this Agreement or of any term,  covenant,  or condition  hereto,
and all the terms,  covenants,  conditions,  promises,  and agreements contained
herein  shall be for the sole and  exclusive  benefit of the parties  hereto and
their successors and assigns as permitted hereunder.

            (b) Entire Agreement. This Agreement, together with the Exhibits and
Schedules annexed hereto, and the agreements entered into in accordance with the
terms  hereof and  contemplated  hereby,  constitute  the  entire  understanding
between the parties hereto with respect to the subject matter hereof and thereof
and  supersede  any and all prior  agreements  between the  parties  hereto with
respect to the subject matter hereof and thereof.

            (c) Assignment. This Agreement is not assignable by any party hereto
and any purported assignment shall be null and void and of no effect,  provided,
however, that the Purchaser may assign its rights and/or obligations herewith to
(i) an Affiliate or (ii) a subsequent  purchaser of all or substantially  all of
the Acquired Assets.

            (d)   Severability.   Any  provision  of  this  Agreement  which  is
prohibited or unenforceable in any jurisdiction shall not affect the validity or
enforceability  of any other  provision in such  jurisdiction or the validity or
enforceability of such provision in any other jurisdiction.

            (e)  Effect  of  Headings.   The  Section  and  subsection  headings
contained  herein are for convenience only and shall not affect the construction
hereof.

            (f) Governing Law; Jurisdiction.

                  (i) The provisions of this  Agreement,  and all the rights and
obligations  of the parties  hereunder,  shall be governed by, and construed and
enforced  in  accordance  with the laws of the State of New York  applicable  to
agreements  made and to be performed  wholly within such State without regard to
such State's conflicts of law principles.

                  (ii) The  Purchaser  and the  Sellers  hereby  consent  to the
jurisdiction  of any state or  federal  court  located  within the County of New
York, State of New York and irrevocably  agrees that, subject to the Purchaser's
election,  all  actions  or  proceedings  arising  out of or  relating  to  this
Agreement  shall be  litigated  in such courts.  The  Purchaser  and the Sellers
accept for each of itself and in connection with its  properties,  generally and
unconditionally,  the exclusive  jurisdiction of the aforesaid courts and waives
any defense of forum non conveniens,  and irrevocably  agrees to be bound by any
judgment rendered thereby in connection with this Agreement.


                                       28
<PAGE>

            (g)  Counterparts.   Telefacsimile  transmissions  of  any  executed
original   document  and/or   retransmission   of  any  executed   telefacsimile
transmission  shall be  deemed  to be the same as the  delivery  of an  executed
original.  At the request of any party hereto,  the other  parties  hereto shall
confirm  telefacsimile  transmissions by executing  duplicate original documents
and delivering the same to the requesting  party or parties.  This Agreement may
be executed in any number of counterparts  and by the parties hereto in separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

            (h) Construction. Each of the Sellers and the Purchaser acknowledges
that  each of them has been  represented  by  counsel  in  connection  with this
Agreement and the transactions contemplated hereby. Accordingly, any rule of law
or  any  legal  decision  that  would  require  interpretation  of  any  claimed
ambiguities in this Agreement against a party that drafted it has no application
and is explicitly  waived. The provisions of this Agreement shall be interpreted
in a reasonable manner to effect the intent of the Sellers and the Purchaser.

            (i) Amendments and Waivers.  No amendment,  modification,  waiver or
course of conduct shall be effective  unless the same is approved in writing and
duly executed by all of the parties hereto and then such amendment, modification
or waiver shall be effective only with respect to the specific  instance and for
the specific purpose for which it was given.

                           [Signature Page to Follow]


                                       29
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement or
caused same to be executed by their respective officers or other representatives
thereunto duly authorized, as of the date first above written.

                                          PURCHASER:

                                          MOUNT COOK BIOSCIENCES, INC.


                                          By:
                                             -----------------------------------
                                             Name:  Jay Lobell
                                             Title: President


                                          SELLERS:

                                          ENHANCE BIOTECH INC.


                                          By:
                                             -----------------------------------
                                             Name:  Chris Every
                                             Title: President


                                          ARDENT PHARMACEUTICALS, INC.


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                  [Signature Page to Asset Purchase Agreement]


                                       30
<PAGE>

                                    Exhibit A

                 Capitalization of Mount Cook BioSciences, Inc.

<TABLE>
<CAPTION>
                                                                                   Fully Diluted
                                                             Outstanding            Outstanding
                                       Authorized           as of Closing        Following Closing
                                   -----------------      -----------------      -----------------
<S>                                   <C>                     <C>                    <C>
Common Stock, $.001 par
value per share                        70,000,000             4,000,000              4,487,541*

Non-Voting Subordinated
Class A Common Stock,
$.001 par value per share               5,000,000               387,870                387,870

Preferred Stock, $.001 par
value per share                        10,000,000                   -0-                    -0-

                                          Total               4,387,870              4,875,411
</TABLE>

*     Includes  243,770  to be issued  pursuant  to and in  accordance  with the
      provisions of Section 2(c)(iii) B and C.


                                       31
<PAGE>

                                    Exhibit B

         Subject to Section 6(i), Compound to be Delivered to Purchaser

--------------------------------------------------------------------------------
   Enhance Drug Lot Name                 ALZA/J&J                  Quantity
                                      Drug Lot Number
--------------------------------------------------------------------------------
DPI-125 Rhodia RPS Lot Number      0015158/0516729               50 grams
05-EHA-001X
--------------------------------------------------------------------------------
DPI-125 Rhodia RPS Lot Number      0015158/0516729               34 grams
05-EHA-001X
--------------------------------------------------------------------------------
DPI-125 Lot W                      30847414-AAA-25043417         16.77269 grams
--------------------------------------------------------------------------------
DPI-165 Lot E                      30847427-AAA-25043424         33.46752 grams
--------------------------------------------------------------------------------


                                       32