<PAGE>
                                                                    Exhibit 10.1

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION

                          CENTOCOR/CBSI DEVELOPMENT AND
                             MANUFACTURING AGREEMENT


         This Development and Manufacturing Agreement (the "Agreement") is
effective as of the 14th day of January, 1999 (the "Effective Date") by and
between Centocor, Inc. on its own behalf and on behalf of its subsidiaries and
Affiliates, whether now existing or hereafter formed ("Centocor"), 200 Great
Valley Parkway, Malvern, Pennsylvania 19355, and Covance Biotechnology Services
Inc. ("CBSI"), 6051 George Watts Hill Drive, P.O. Box 13865, Research Triangle
Park, North Carolina 27709-3865.

                               W I T N E S S E T H

         WHEREAS, CBSI provides a full range of bioprocessing services to the
biopharmaceutical industry, including process development, fermentation, cell
culture, separation/purification, bioanalytical chemistry, quality control,
quality assurance, and regulatory affairs;

         WHEREAS, Centocor has acquired the rights to, among other things,
manufacture and distribute the pharmaceutical product known as Retavase(TM) in
the United States of America and Canada;

         WHEREAS, Centocor desires to engage CBSI to perform contract
manufacture and development services on behalf of Centocor in connection with
the manufacture of the bulk form of the pharmaceutical product known as
Retavase(TM), and CBSI desires to perform such services and to manufacture the
Drug Substance, all on the terms and subject to the conditions set forth in this
Agreement and Exhibits hereto, which Exhibits are expressly incorporated by
reference herein.

         NOW THEREFORE, in consideration of the above statements and other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


1.       Definitions.
         -----------

Terms defined elsewhere in this Agreement shall have the meanings set forth
therein for all purposes of this Agreement, unless otherwise specified to the
contrary. The following terms shall have the following meanings:

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     1.1  "Active Ingredient" means recombinant reteplase (rPA).

     1.2  "Affiliate" means any corporation or other business entity controlled
          by, controlling, or under common control with a Party. For this
          purpose, "control" of any Party, corporation, or other business entity
          shall mean direct or indirect beneficial ownership of at least fifty
          percent (50%) of the voting interests, or at least a fifty percent
          (50%) interest in the income of, such Party, corporation, or other
          business entity, or such other relationship as, in fact, constitutes
          actual control of such Party, corporation, or other business entity.

     1.3  "Agreement" means this document as signed by the Parties including the
          referred Exhibits, Attachments, and any amendments and additions to
          this Agreement.

     1.4  "Assumptions" has the meaning set forth in Section 2.5(c)(i).

     1.5  "Authorized Representative" means a person or persons representing the
          quality assurance and/or operations group of a Party to this
          Agreement, who is authorized to discuss and agree upon matters
          concerning the quality and Manufacture of the Drug Substance, its raw
          materials and excipients and whose name and signature are listed in
          the Quality Requirements for the Drug Substance attached hereto as
          Exhibit "B", and incorporated herein by reference.

     1.6  "Batch" means a defined quantity of Drug Substance processed and
          produced in one process or series of processes so that it is
          homogeneous, which is approximately XXXXXX of active Drug
          Substance.

     1.7  "Batch Record" means a record made concurrently with the performance
          of each step of the manufacturing process for the Drug Substance such
          that successive steps in the manufacture may be traced, which is
          written by CBSI and approved by Centocor.

     1.8  "Boehringer Mannheim" or "BM" means Boehringer Mannheim GmbH,
          Mannheim, Germany, a wholly owned subsidiary of Roche Holding, Ltd.

     1.9  "Calendar Quarter" means the period of three consecutive calendar
          months ending March 31, June 30, September 30, or December 31.

                                       2

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     1.10 "Calendar Year" means the period beginning January 1 and ending
          December 31.

     1.11 "CBSI Group" has the meaning set forth in Section 18.2.

     1.12 "CBSI Inventions" has the meaning set forth in Section 23.1.

     1.13 "Centocor Group" has the meaning set forth in Section 18.1.

     1.14 "cGMP" means current Good Manufacturing Practice, including without
          limitation, that described in 21 CFR 211 (USA), as amended or updated
          from time to time, as well as Canadian cGMP, as amended or updated
          from time to time.

     1.15 "Claim" has the meaning set forth in Section 18.1.

     1.16 "CMC" means chemistry manufacturing controls.

     1.17 "Confidential Information" has the meaning set forth in Section 21.1.

     1.18 "Consent Order" has the meaning set forth in Section 2.3.

     1.19 "Cross-Validation" means the comparison of the appropriate Drug
          Substance tests performed at two or more sites to demonstrate that
          such test results are equivalent.

     1.20 "Development Phase" or "Pre-commercial" means the Manufacture of the
          Drug Substance for test purposes and for purposes of Validation and
          approval of the process and Facility by the FDA and HPB, prior to
          commercial production of Drug Substance.

     1.21 "Drug Product" means the final dosage form pharmaceutical medicine,
          containing Active Ingredient, which Centocor markets in the United
          States and Canada, under the trade name of Retavase(TM).

     1.22 "Drug Substance" means the bulk form drug substance from which Drug
          Product is made, processed and Manufactured in accordance with the
          Specifications, which, after formulation, filling, lyophilizing,
          labeling and packaging, Centocor sells to its customers in the United
          States and Canada.

                                       3

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     1.23 "DSP" means down stream processing.

     1.24 "Effective Date" means the date set forth in the preamble.

     1.25 "Equipment" has the meaning set forth in Section 3.2.

     1.26 "Errors and Omissions Insurance" means the errors and omissions
          insurance policies purchased by CBSI and described on Exhibit "F"
          attached hereto and incorporated herein by reference.

     1.27 "Executive Liaisons" shall mean XXXXXX A Party may appoint a new
          executive liaison with the consent of the other Party.

     1.28 "FDA" means the United States Food and Drug Administration, or any
          successor thereto.

     1.29 "FTC" means the United States Federal Trade Commission.

     1.30 "Facility" or "RTP Facility" means the CBSI manufacturing facility
          located, at 6051 George Watts Hill Drive, P.O. Box 13865, Research
          Triangle Park, North Carolina 27709-3865.

     1.31 XXXXXX

     1.32 "HPB" means the Canadian Health Protective Branch, or any successor
          thereto.

     1.33 "IB" means inclusion bodies.

     1.35 "Initial Term" has the meaning as set forth in Section 24.1.

     1.36 "Item Specifications" means quality acceptance parameters mutually
          agreed to by the Parties for components, raw Materials and CBSI
          produced Materials.

     1.37 "Loss" has the meaning set forth in Section 18.1.

                                       4

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     1.38 "Manufacture" means all services provided by CBSI hereunder including,
          without limitation, the development, production, formulation,
          warehousing, delivery and/or quality testing and quality assurance of
          the Drug Substance, as set forth in the Scope of Work, this Agreement,
          the Quality Requirements or as otherwise agreed to in writing by the
          Parties.

     1.39 "Manufacturing Process" has the meaning set forth in Section 22.1.

     1.40 "Manufacturer's Working Cell Bank" means the manufacturing working
          cell bank for Drug Substance, which is developed from the Master Cell
          Bank and owned by Centocor.

     1.41 "Master Cell Bank" means the Master Cell Bank expressing Active
          Ingredient, owned by Centocor.

     1.42 "Material(s)" means the Manufacturer's Working Cell Bank, and raw
          materials, as all of the foregoing are utilized in Manufacture of Drug
          Substance.

     1.43 "Modification" has the meaning set forth in Section 2.5(c)(i).

     1.44 "Party/Parties" means either CBSI or Centocor, or both, as the case
          may be.

     1.45 "Price List" means the Price List for commercial production Drug
          Substance which is attached hereto as Exhibit "D", and incorporated
          herein by reference.

     1.46 "Program Assumptions" has the meaning set forth in Section 2.5(c)(i).

     1.47 "Project Team" has the meaning set forth in Section 4.

     1.48 "Protocol" means a step by step procedure to be followed indicating
          all activities, analysis, interpretation and reporting to performed
          with regard to Manufacture and Drug Substance.

     1.49 "Purchase Order" means a written notification and authorization from
          Centocor to CBSI to supply a quantity of Drug Substance.

     1.50 "Purchase Price" means the price at which CBSI sells commercial
          production Drug Substance to Centocor.

                                       5

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     1.51 "Report" means a document recording the outcome of a particular study
          or event containing summary, procedures and materials, results,
          interpretation and conclusion sections.

     1.52 "QA" means quality assurance.

     1.53 "Qualification" means the procedure by which Quality Requirements,
          manufacturing procedures and/or equipment is proven to be designed
          properly and to perform according to each of their design criteria.

     1.54 "Quality Requirements" means the quality requirements for the
          Manufacture of Drug Substance, a copy of which is attached hereto as
          Exhibit "B" and incorporated herein by reference, as may be amended
          from time to time by Centocor.

     1.55 "Regulatory Plan" has the meaning set forth in Section 13.5.

     1.56 "Regulatory Requirements" means the applicable requirements of any and
          all federal, state, local or other law, including without limitation,
          the regulations, rules and permit or license requirements of the FDA
          and HPB and any and all other applicable governmental and regulatory
          authorities.

     1.57 "Release" means a written statement from Centocor's authorized quality
          assurance representative that a certain identified quantity of Drug
          Substance or Material is ready for use in a further step in the
          manufacturing process for the Drug Product.

     1.58 "Scope of Work" shall mean the Scope of Work for the pre-commercial
          and commercial production of Drug Substance attached hereto as Exhibit
          "A" and incorporated herein by reference.

     1.59 "SOPs" means the CBSI's standard operating procedures used to
          Manufacture the Drug Substance, prepared by CBSI, as may be amended
          from time to time.

     1.60 "Special Damages" means incidental, indirect, consequential or special
          damages.

     1.61 "Specifications" means the requirements with respect to which tests,
          analyses, test procedures, and test results for the Drug Substance,
          its raw materials and excipients, as set forth in the Quality
          Requirements, must conform.

                                       6

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     1.62 "Supply Year" means the one year period beginning with the supply of
          the first commercial lot of Drug Substance to Centocor by CBSI and
          subsequent one year periods.

     1.63 "Termination Fee" has the meaning set forth in Section 25.4.

     1.64 "Total Development Price" has the meaning set forth in Section 2.5(a).

     1.65 "Trustee" has the meaning set forth in Section 2.3.

     1.66 "TTR" means technical transfer report.

     1.67 "Validated Methodology" means analyte validation in accordance with
          the Text on Validation of Analytical Procedures, ICH Harmonized
              -----------------------------------------------------------
          Tripartite Guideline, 27 October 1994, as amended from time to time.
          --------------------

     1.68 "Validation" means establishing documented evidence which provides a
          high degree of assurance that a specific process will consistently
          produce a product meeting its pre-determined specification and quality
          attributes as defined in FDA Guideline on General Principles of
                                       ----------------------------------
          Process Validation, May, 1987.
          ------------------

     1.69 "Waste" has the meaning set forth in Section 9.

     1.70 "Working Volume" means sixty-five percent (65%) to seventy-five
          percent (75%) of the total tank volume.

2.   Development Phase Manufacture.
     -----------------------------    

     2.1  Development Phase Scope of Work. CBSI agrees to use diligent efforts
          -------------------------------
          to perform the pre-commercial production of Drug Substance in the
          Development Phase in accordance with the Scope of Work. CBSI agrees to
          deliver the deliverables set forth in the Scope of Work for the
          Development Phase in the manner and at the time stated in the Scope of
          Work. In the event of a conflict between the Scope of Work and the
          terms and conditions of this Agreement, the terms and conditions of
          this Agreement shall govern. The Scope of Work may be amended only by
          mutual written agreement of the Parties.

     2.2  Objectives of Development Phase. The Parties agree that the objectives
          -------------------------------
          of the Development Phase are: (a) the transfer to Centocor for use by
          CBSI of the technology currently used by Boehringer Mannheim in
          Germany to manufacture Drug Substance; (b) the transfer from Centocor
          to CBSI of the

                                       7

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          manufacturing technology for production of Drug Substance; (c) to
          prepare the Facility to Manufacture the Drug Substance in accordance
          with the Specifications as developed by Boehringer Mannheim and in
          accordance with cGMP and Regulatory Requirements; (d) to test
          Manufacture to show: (i) the ability to Manufacture Drug Substance
          comparable to that manufactured by Boehringer Mannheim; and (ii)
          ability to Manufacture Drug Substance in accordance with
          Specifications, cGMP, Regulatory Requirements and to Centocor's
          satisfaction; (e) to obtain FDA and HPB approval for use of the
          Facility to Manufacture Drug Substance for purposes of commercial sale
          by Centocor in the United States and Canada; and (f) as otherwise
          provided in the Scope of Work.

     2.3  FTC Trustee. The Parties acknowledge that the transfer of technology
          -----------
          for Manufacture from Boehringer Mannheim to Centocor for use by CBSI
          is done pursuant to, among other things, Agreement Containing the
          Consent Order entered into by Roche Holding, Ltd. and the FTC, dated
          February 11, 1998 (the "Consent Order") which Consent Order requires,
          among other things, supervision of such transfer by a trustee
          appointed by the FTC (the "Trustee"). CBSI agrees to cooperate fully
          with the Trustee, to permit the Trustee access to the Facility upon
          reasonable notice to inspect operations and documentation related to
          the Manufacture of the Drug Substance; and to perform any reasonable
          task requested by the Trustee and agreed to by Centocor in writing
          with regard to the Manufacture of the Drug Substance during the
          Development Phase. Such tasks requested by the Trustee not defined
          within the Scope of Work will be separately invoiced and paid for by
          Centocor at CBSI's standard rates for such tasks.

     2.4  Samples. During each stage of the Development Phase, CBSI will supply
          -------
          Centocor with samples of in-process Materials and Drug Substance in
          the amounts requested by Centocor in writing for the purpose of
          testing against Specifications.

     2.5  Price and Milestones for Development Phase Manufacture.
          ------------------------------------------------------

          (a)  Total Development Price. Centocor shall pay CBSI a Total Price
               -----------------------
               for services and expenses of XXXXXX for complete performance of
               CBSI's obligations under this Agreement and the Scope of Work for
               the Development Phase ("Total Development Price"). The Total
               Development Price shall include, but is not limited to, fees for
               services, Materials costs, travel costs, testing costs,
               reasonable

                                       8

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          miscellaneous costs, and all applicable taxes; provided however the
          stability testing performed by CBSI shall be an additional charge.

          (b)  Payment Schedule. The Total Development Price shall be paid to
               ----------------
               CBSI by Centocor in accordance with the payment schedule set
               forth below. Centocor will make a payment to CBSI only when the
               applicable deliverable is delivered in full by CBSI to Centocor's
               reasonable satisfaction, including, without limitation, the
               approval of Centocor's Executive Liaison. The Parties agree the
               deliverables, delivery date and applicable payments are as
               follows:

<TABLE>
<CAPTION>
====================================================================================================================
Deliverables                            Delivery Date                         Payments
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                  <C>    
(1) Execution of this Agreement by       12/31/98                             XXXXXX as an advance toward payment        
both CBSI and Centocor.                                                       of the deliverable stated in Section       
                                                                              2.5(b)(2).                          
--------------------------------------------------------------------------------------------------------------------
(2) Delivery to Centocor of               3/30/99                             XXXXXX credited from Agreement
satisfactorily completed final                                                Execution Payment set forth in       
pre-construction                                                              Deliverable #1).   
engineering design
of modifications
necessary to fit the Facility for
Manufacture of Drug Substance pursuant
to this Agreement.  In addition, CBSI
has completed deliverables set forth
in the Precommercial Stages I and II
of the Scope of Work.
--------------------------------------------------------------------------------------------------------------------
(3) Completed transfer, implementation   11/30/99                             XXXXXX
and Cross Validation of all in process
control and release assays as set
forth in the Precommercial Stage III
of the Scope of Work.
--------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                       9

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
<TABLE> 
<CAPTION> 

==================================================================================================================== 
Deliverables                            Delivery Date                         Payments 
-------------------------------------------------------------------------------------------------------------------- 
<S>                                     <C>                                  <C>    
(4) Satisfactory completion of            1/30/00                             XXXXXX
installation of all significant
manufacturing equipment (including
piping) necessary for production of
Drug Substance.
--------------------------------------------------------------------------------------------------------------------
(5) Successful performance by CBSI of     4/01/00                             XXXXXX
two full scale cGMP compliant 
demonstration runs of Drug Substance 
at the commercial supply scale 
including full downstream processing 
as set forth in Precommercial Stages 
IV and V of the Scope of Work.
--------------------------------------------------------------------------------------------------------------------
(6) Completion and approval of            8/01/00                             XXXXXX
Manufacturing documents for the 
consistency lots.
--------------------------------------------------------------------------------------------------------------------
(7) Satisfactory completion of the       12/31/00                             XXXXXX
Validation process (i.e., installation
and operation qualification) for the 
Manufacture of Drug Substance for
Commercial Sale, including completion
of three (3) complete consistency lots as
set forth in Precommercial Stage VIII 
of the Scope of Work.
--------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                       10

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
<TABLE>
<CAPTION>

==================================================================================================================== 
Deliverables                            Delivery Date                         Payments 
--------------------------------------------------------------------------------------------------------------------  
<S>                                      <C>                                  <C>                            
(8) Centocor submits applications to      TBD                                 XXXXXX
FDA and HPB for approval of CBSI 
Facility for commercial production 
of Drug Substance and all outstanding 
audit observations (by Centocor and any 
third party auditor) are reasonably
corrected by CBSI.
--------------------------------------------------------------------------------------------------------------------  
</TABLE>
               (c)  Change Orders.
                    ------------- 

                    (i)  The estimated Total Development Price for the
                         Development Phase specified in Section 2.5(a) of this
                         Agreement and the individual budget components and time
                         estimates specified in the Scope of Work are subject to
                         a number of general and program specific assumptions.
                         The program specific assumptions relate to the
                         Development Phase design and objectives, manpower
                         requirements, timing, capital expenditure requirements,
                         if any, and other matters relating to the completion of
                         the Development Phase as set forth in Section 2.2 of
                         the Scope of Work (the "Program Assumptions"). CBSI
                         also assumes that Centocor will perform its obligations
                         under this Agreement and Scope of Work in a timely
                         manner, that no event outside the control of CBSI will
                         occur and that there are no changes to any applicable
                         laws, rules or regulations which effect the Development
                         Phase (the foregoing assumptions together with the
                         Program Assumptions, collectively, the "Assumptions").
                         In the event that any of the Assumptions require
                         material modification or the Development Phase
                         objectives cannot be achieved based on the Assumptions
                         (each being a "Modification") then the Scope of Work
                         may be amended as provided in paragraph (ii) of this
                         Section 2.5(c).

                    (ii) In the event a Modification is identified by Centocor
                         or by CBSI, the identifying party shall notify the
                         other party as soon as is reasonably possible. CBSI
                         shall provide Centocor with a Change Order containing
                         an estimate of the required Modifications to the Total
                         Development Price in this Agreement and timeline
                         specified in the Scope of Work within twenty (20)
                         business days of receiving such notice. Centocor shall
                         use commercially reasonable efforts to respond in
                         writing to such

                                       11

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                         Change Order promptly. If Centocor does not approve
                         such Change Order and has not terminated the
                         Development Phase but wants the Development Phase to be
                         modified to take into account the Modification, then
                         Centocor and CBSI shall use commercially reasonable
                         efforts to agree on a Change Order that is mutually
                         acceptable. CBSI shall continue to work on the
                         Development Phase during any such negotiations, but
                         shall not commence work with respect to the Change
                         Order unless authorized in writing.

               (d)  Invoice. Upon completion of a deliverable to Centocor's
                    -------
                    reasonable satisfaction, CBSI will submit to Centocor an
                    invoice for payment of amounts due to CBSI for completion of
                    that deliverable. Payment shall be made by Centocor thirty
                    (30) days after the receipt of an invoice by Centocor. Late
                    payments are subject to an interest charge of one and
                    one-half percent (1 1/2%) per month. Any payments that are
                    greater than XXXXXX past due constitute a material
                    breach of this Agreement.

          2.6  Re-Validation of Existing CBSI Systems and Equipment. CBSI agrees
               ----------------------------------------------------
               to re-Validate its existing systems and equipment used in the
               Manufacture of Drug Substance as mutually agreed by the Parties.
               In the event that the Parties cannot agree, CBSI agrees to
               re-Validate its existing systems and equipment as determined by
               an independent third party auditor selected by Centocor. Such
               re-Validation by CBSI shall occur prior to the first of either
               (a) the Manufacture of the first commercial Batch of Drug
               Substance; or (b) the inspection of the Facility by the FDA or
               the HPB for approval of commercial manufacture of Drug Substance.
               CBSI shall pay all costs associated with re-Validation pursuant
               to this Section 2.6.

     3.   Materials and Equipment for the Development Phase and for Manufacture
          --------------------------------------------------------------------- 
          of Drug Substance for Commercial Sale.
          -------------------------------------

          3.1  Materials.
               ---------

               (a)  Drug Substance Materials. Centocor shall provide to CBSI at
                    ------------------------ 
                    no cost to CBSI, the Manufacturer's Working Cell Bank and
                    the XXXXXX used to Manufacture the Drug Substance.
                    CBSI shall purchase and pay for all other Materials used to
                    Manufacture the Drug Substance. CBSI shall purchase
                    Materials from approved vendors and/or suppliers.

                                       12

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                    CBSI is responsible for testing all Materials and assuring
                    that Materials comply with Specifications.

               (b)  Facility Materials and Supplies. CBSI will also supply at
                    -------------------------------
                    its own expense all other materials that are normally
                    required for the operation and maintenance of the Facility
                    during the term of this Agreement.

          3.2  Equipment. The parties agree that the equipment listed on XXXXXX
               ---------
               (the "Equipment") XXXXXX, shall be mutually specified by the
               Parties and installed, installation qualified, process qualified,
               operation qualified and purchased by Centocor for use in the
               Facility solely to perform the Manufacture of the Drug Substance
               pursuant to this Agreement. XXXXXX may be amended from time to
               time upon the mutual consent of the Parties. Centocor will pay
               the amounts listed in XXXXXX to purchase the Equipment. Title to
               the Equipment purchased by Centocor pursuant to this Paragraph
               3.2 shall remain with Centocor. CBSI will at no additional cost
               to Centocor maintain the Equipment in good working order;
               provided that Centocor shall be responsible for the replacement
               of the Equipment.


     4.   Project Team.
          ------------

          Centocor and CBSI will each appoint representatives to a project team
     ("Project Team") in accordance with the Scope of Work. The purpose of the
     Project Team is to facilitate the transfer and discussion of information
     relating to activities required under this Agreement and the Scope of Work.
     The Project Team will meet in the manner and at the times stated in the
     Scope of Work.


     5.   Supply of Drug Substance for Commercial Sale.
          --------------------------------------------

          5.1  Products to be Supplied. Upon receipt of approval by the FDA for
               -----------------------
               Manufacture of the Drug Substance at the Facility for purposes of
               commercial sale, and upon receipt by CBSI of written
               authorization by Centocor to commence manufacture of the Drug
               Substance at the Facility for purposes of commercial sale, CBSI
               agrees to provide to Centocor and Centocor agrees to purchase
               from CBSI Drug Substance in the amounts and in the manner set
               forth in Section 6 of this Agreement.

                                       13

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          5.2  Exclusivity. During the term of this Agreement, CBSI shall
               ----------- 
               Manufacture Drug Substance solely and exclusively for Centocor,
               and/or provide and sell Drug Substance solely and exclusively to
               Centocor. CBSI will not Manufacture for, nor sell nor provide
               Drug Substance to any person or entity other than Centocor.

          5.3  Manufacturing Standards. CBSI shall use commercially reasonable
               -----------------------
               efforts to perform the Manufacturing at all times at the Facility
               strictly in accordance with this Agreement and in strict
               conformity with (i) the Specifications, (ii) cGMP, (iii) all
               Regulatory Requirements and (iv) the Quality Requirements. CBSI
               will test all Drug Substance Manufactured according to Validated
               Methodology and compare all Drug Substance with reference
               standards to be supplied by Centocor. CBSI agrees to notify
               Centocor immediately in writing of any test or other failures in
               the Manufacture of the Drug Substance that indicate that such
               Drug Substance fails to comply with the Specifications, Quality
               Requirements, Regulatory Requirements or other requirements for
               Drug Substance.

          5.4  Samples. CBSI shall supply Centocor in the amounts and at the
               ------- 
               times requested by Centocor with samples of in-process Material
               and/or Drug Substance.

          5.5  Packing List. All shipments of Drug Substance must be accompanied
               ------------
               by a packing list. The packing lists as well as all packages must
               be clearly marked with the part numbers of CBSI and Centocor,
               quantity, container numbers, Batch number, and expiration date.
               The Drug Substance container label will contain the special
               storage conditions and Centocor's Drug Product description, such
               storage conditions and Centocor's Drug Product description to be
               supplied by Centocor.


     6.   Forecasts and Orders of Drug Substance for Commercial Sale.
          ---------------------------------------------------------- 

          6.1  Forecasts.
               ---------

               (a) In order to assist CBSI in its production planning, Centocor
               will provide CBSI on a Calendar Quarterly basis with a non-
               binding twenty-four (24) calendar months rolling forecast of
               anticipated requirements for the Drug Substance. Each forecast
               will be updated each Calendar Quarter and will extend such
               forecast for one additional Calendar Quarter. The forecast is for
               planning purposes only. Subsequent forecasts may include changes
               to the

                                       14

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                    anticipated requirements for the Drug Substance for the
                    Calendar Quarters addressed in a previously delivered
                    forecast. After the first forecast for commercial production
                    of Drug Substance is submitted by Centocor, in no event will
                    the anticipated requirements for Drug Substance forecasted
                    for any Calendar Year exceed the forecast for the previous
                    Calendar Year by more than twenty percent (20%) unless
                    otherwise mutually agreed upon by the Parties.

                    (b) Within five (5) business days after CBSI's receipt of
                    each forecast, CBSI will notify Centocor if it anticipates
                    that it will be unable to meet any portion of the forecasted
                    requirements. Within ten (10) business days of receipt of
                    such notification by Centocor, the Executive Liaisons shall
                    meet to discuss the forecast and resolve any production
                    scheduling issues.

               6.2  Purchase Orders. Centocor shall send CBSI a written binding
                    ---------------
                    Purchase Order for Drug Substance. Each Purchase Order shall
                    specify the quantity of Drug Substance that Centocor intends
                    to purchase for the applicable Calendar Quarter. Such
                    Purchase Order shall be received by CBSI at least ninety
                    (90) days prior to Centocor's required delivery date for the
                    Drug Substance that is the subject of the Purchase Order,
                    provided that CBSI will ship Drug Substance monthly or
                    quarterly as requested by Centocor in accordance with
                    Section 7.1. In no event will the quantity of Drug Substance
                    specified for purchase for a Calendar Quarter in a Purchase
                    Order be more than twenty percent (20%) above, or less than
                    twenty percent (20%) below, the amount of the Drug Substance
                    forecasted for that Calendar Quarter pursuant to Section 6.1
                    of this Agreement. CBSI shall use best efforts to meet fully
                    the requirements of each Purchase Order placed by Centocor.

               6.3  Conflict Between this Agreement and Purchase Order. In the
                    --------------------------------------------------
                    event of a conflict between any Forecast or Purchase Order
                    and this Agreement, the terms and conditions of this
                    Agreement shall govern.

               6.4  Minimum Annual Purchase Requirement. Centocor agrees to
                    -----------------------------------
                    purchase from CBSI a minimum of XXXXXX of commercial
                    production Drug Substance in addition to the Drug Substance
                    from the consistency lots in the first year of commercial
                    production of Drug Substance by CBSI, and a XXXXXX per year
                    for the nine (9) years thereafter of commercial production
                    of Drug Substance by CBSI. This minimum purchase requirement
                    shall be void and unenforceable in any year that CBSI is not
                    able, for any reason other than Centocor's failure to
                    perform

                                       15

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                    under this Agreement, including Force Majeure, to supply a
                    minimum of XXXXXX of commercial production Drug Substance;
                    provided that CBSI need only supply XXXXXX in the XXXXXX of
                    commercial production of Drug Substance.

     7.   Delivery, Storage and Acceptance or Rejection of Drug Substance for
          ------------------------------------------------------------------- 
          Commercial Sale.
          ---------------

          7.1  Delivery Destination and Dates. CBSI shall ship the Drug
               ------------------------------ 
               Substance to the destination specified by Centocor and on the
               date specified by Centocor in the applicable Purchase Order.
               Centocor may, at its sole option, request that Drug Substance be
               shipped each month.

          7.2  Required Delivery and Inventory. CBSI may only ship Drug
               -------------------------------
               Substance before or after the date specified by Centocor if CBSI
               obtains Centocor's prior written consent. CBSI agrees to store at
               the Facility at no additional cost to Centocor a minimum
               inventory of three months supply of purified, commercial
               production Drug Substance. CBSI will store Drug Substance and
               Materials at the Facility under conditions specified in the SOPs.

          7.3  Delivery to Carrier at CBSI's Facility. CBSI shall deliver the
               --------------------------------------
               Drug Substance at Centocor's expense in accordance with
               Centocor's instructions, Ex Works, according to INCO terms 1990.
               Delivery of Drug Substance by CBSI shall be deemed to have taken
               place upon delivery to a Centocor designated and approved carrier
               at the Facility.

          7.4  Batch Acceptance or Rejection. Within five (5) business days
               ----------------------------- 
               after CBSI release of each Batch, CBSI shall, with respect to
               each Batch, send copies of all appropriate Batch record
               documentation, all certificates of analysis required in the
               Specifications, and all other required documentation, including
               without limitation, the documentation required under this
               Agreement and under the Quality Requirements to Centocor.
               Centocor shall have ten (10) business days from Centocor's
               receipt of such records to accept or reject the Drug Substance.
               Centocor may reject Drug Substance on a Batch-by-Batch basis in
               the event such Batch of Drug Substance fails to comply with the
               Specifications and other requirements set forth in this Agreement
               and in the Quality Requirements, by giving written notice of
               rejection to CBSI within ten (10) business days following receipt
               by Centocor of the required documentation. Any rejected Batch
               will be destroyed upon the request of Centocor and in

                                       16

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               accordance with Centocor's written instructions. Acceptance of a
               Batch by Centocor constitutes Release of a Batch by Centocor.

          7.5  Replacement of Product. Any rejection of a Batch by Centocor
               ----------------------
               submitted to CBSI pursuant to Section 7.4 shall be accompanied by
               a report of analysis. In the event that Centocor rejects a Batch
               in accordance with Section 7.4 and either CBSI agrees that such
               rejection was justified or, pursuant to Section 7.6, a third
               party determines that such rejection was justified, CBSI agrees
               to Manufacture a replacement Batch complying with the
               Specifications, the terms of this Agreement and the Quality
               Requirements. CBSI shall promptly reimburse (or credit if so
               approved by Centocor) Centocor for any amounts paid or payable by
               Centocor with respect to the rejected Batch.

          7.6  Dispute Resolution for Batch Rejection. If Centocor rejects any
               -------------------------------------- 
               Batch pursuant to Section 7.4 and if CBSI, after good faith
               negotiations with Centocor, fails to agree that such rejection
               was justified, the Parties shall mutually agree upon a third
               party to review records and test data and other relevant
               information developed by both Parties and determine whether the
               rejection of the Batch is appropriate. If the Drug Substance is
               found to comply with the Specifications, the other requirements
               of this Agreement and the Quality Requirements, Centocor shall
               pay the costs of such tests and third party and shall be required
               to pay for such Batch. If the Drug Substance is not found to
               comply with the Specifications, the other requirements of this
               Agreement and the Quality Requirements, CBSI shall pay the costs
               of such tests, third party and shall promptly reimburse Centocor
               as provided in Section 7.5 and shall Manufacture a replacement
               Batch as provided in Section 7.5.


     8.   Price and Payment for Drug Substance for Commercial Sale.
          --------------------------------------------------------   

          8.1  Purchase Price.
               --------------

               (a) The Purchase Price to Centocor for commercial production Drug
               Substance Manufactured by CBSI is set forth on XXXXXX hereto
               which is incorporated herein by reference.

               (b) In the event that an improvement or change to the
               Manufacturing process for the Drug Substance is made, the
               Purchase Price in effect at the time of the change or improvement
               and thereafter for the term of this Agreement will be adjusted
               proportionately, provided that any change or improvement during
               the Development Phase will adjust the Purchase Price

                                       17

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               proportionately in year one of commercial production of Drug
               Substance and thereafter for the term of the Agreement.

          8.2  CBSI Costs and Expenses Included in Purchase Price. The Purchase
               --------------------------------------------------
               Price includes, without limitation, all costs and expenses of
               CBSI with regard to all labor, equipment, Materials and the
               Facility used for Manufacture of the Drug Substance in accordance
               with this Agreement, the Scope of Work, the SOPs, Batch records,
               Quality Requirements, Specifications, and Regulatory Requirements
               for the Drug Substance, except that Centocor will provide to CBSI
               the Materials and the Equipment stated in Section 3 of this
               Agreement.

          8.3  Invoicing. CBSI shall invoice Centocor against the applicable
               ---------
               Purchase Order for the supply of the Drug Substance after (a) the
               CBSI Quality Assurance approval of a Batch of Drug Substance; (b)
               receipt by Centocor of the completed documentation described in
               Section 7.4; and (c) Release of the Batch by the Centocor Quality
               Representative. All invoices shall be payable within thirty (30)
               calendar days after receipt of invoice by Centocor. Late payments
               are subject to an interest charge of one and one-half percent 
               (1 1/2%) per month. Any payments that are greater than XXXXXX
               days past due constitute a material breach of this Agreement.


     9.   Waste Disposal. As used hereinafter, the term "Waste" shall mean all
          --------------
          rejects, improper goods or other waste arising from the Manufacture of
          the Drug Substance, including but not limited to rejected, excess, or
          unusable Materials, or Drug Substance. CBSI shall hire, direct, and
          pay all costs for a waste contractor to remove all Waste from CBSI's
          Facility.


     10.  Title and Risk of Loss.
          ----------------------

          10.1 Ownership. Ownership of all Active Ingredient, Manufacturer's
               --------- 
               Working Cell Bank, and variants or derivatives thereof, XXXXXX
               and Equipment purchased by Centocor remain with Centocor at all
               times. Title to all Materials purchased by CBSI shall pass to
               CBSI. Title to and risk of loss for Drug Substance shall pass to
               Centocor upon delivery of the Drug Substance to a Centocor
               designated and approved carrier at the Facility consistent with
               Section 7.3 of this Agreement, except that Centocor shall be
               entitled to reject Drug Substance in accordance with Paragraph
               7.4 of this Agreement.

                                       18

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          10.2 Risk of Loss. To the extent covered by insurance, CBSI shall
               ------------
               assume all liability for, and defend and indemnify and hold
               Centocor harmless from and against any loss or damage relating to
               Equipment, Manufacturer's Working Cell Bank, XXXXXX or Drug
               Substance arising from CBSI's negligence or willful misconduct
               while CBSI has custody and control over the Equipment,
               Manufacturer's Working Cell Bank, XXXXXX and/or Drug Substance.


     11.  Changes.
          ------- 

          11.1 Changes. CBSI will not implement any material changes or
               -------
               alterations to the Manufacturing process relating to the Drug
               Substance without the prior written consent of the Centocor
               Authorized Representatives listed in the Quality Requirements
               attached hereto as amended from time to time. A material change
               or manufacturing process alteration implemented by CBSI includes,
               but is not limited to, any change or alteration that (a) impacts
               the regulatory commitments made to regulatory authorities for the
               Drug Product; (b) may require revalidation; (c) may affect the
               quality, purity, identity, or strength of the Drug Product; (d)
               would result in changing the Specifications, master Batch
               records, or test methods with respect to the Drug Substance
               and/or Drug Product; (e) results in change of Materials,
               Manufacturing methods, sampling procedures, SOPs or Batch
               worksheet relating to the Drug Substance; and (f) subcontracting
               an operation currently performed by CBSI for Centocor. Centocor
               will not change any Specifications regarding the manufacturing
               process for the Drug Substance without prior written consent of
               CBSI's Authorized Quality Representatives. Such consent by either
               party for changes contemplated by this Paragraph shall not be
               unreasonably withheld. Reasonable costs incurred by CBSI for such
               changes shall be invoiced by CBSI and paid for by Centocor in
               accordance with Section 8.3.

          11.2 Impact of Permitted Changes. In the event the proposed changes
               ---------------------------
               have an impact on delivery times, CBSI shall promptly inform
               Centocor, and the Parties will meet to discuss and mutually agree
               upon such proposed changes to delivery times.


     12.  Access and Audits by Centocor and Maintenance of Records.
          --------------------------------------------------------

          12.1 Access. CBSI shall permit one or more of Centocor's
               ------
               representative(s), representatives of Boehringer Mannheim and
               representatives of Roche access to the Facility at any time
               (provided that, as to representatives at Boehringer

                                       19

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               Mannheim and/or Roche, adequate notice is given to allow CBSI
               time to protect the confidentiality of CBSI's other clients
               information and technology) to observe and monitor the
               Development Phase Manufacture of Drug Substance and the
               Manufacture of Drug Substance for commercial sale. Such
               representative(s) shall be nominated from time to time by
               Centocor and shall comply with CBSI SOPs for the Facility.

          12.2 Audit Right. Centocor's personnel shall have the right, at
               -----------
               Centocor's expense, to inspect and have access to the facilities
               used in the Manufacturing, receiving, sampling, analyzing,
               storing, handling, packaging, shipping and disposing of the raw
               Materials, the Drug Substance, Waste and all records related to
               this Agreement, and the subject matter hereof, during regular
               business hours and upon reasonable advance written notice to CBSI
               for the purpose of conducting quality audits, conducting
               operation audits regarding Manufacture and otherwise auditing
               compliance with this Agreement. CBSI shall cooperate with
               Centocor in conducting such audits and shall allow Centocor
               representatives to copy records set forth in Section 12.3 for
               liability, regulatory and quality control purposes. CBSI also
               agrees to permit external audits to be performed by qualified
               experts chosen by Centocor and approved by CBSI, such approval by
               CBSI to not be unreasonably withheld, provided that any such
               experts must sign a confidentiality agreement with CBSI
               containing substantially similar terms to the terms set forth in
               Section 21 of this Agreement. In addition, Centocor may conduct
               cGMP audits, at its expense. The date and the agenda of the cGMP
               audits shall be mutually agreed upon at least five (5) business
               days prior to the date of such audit. All information obtained by
               Centocor and its third party representatives pursuant to this
               Section shall be subject to the confidentiality provisions of
               Section 21. Centocor will inform CBSI of any adverse findings
               discovered during the audits. CBSI will provide Centocor with its
               intended corrective actions, including time schedule, within
               fifteen (15) business days of receiving such information. If any
               disagreement with respect to the level of corrective action
               occurs, Centocor and CBSI will agree upon and share the cost of a
               third party quality or regulatory compliance expert who will make
               the final decision on the issue in dispute.

          12.3 Maintenance of Records. CBSI shall maintain for XXXXXX
               ----------------------
               after termination of this Agreement all quality assurance
               manufacturing records, samples relating to each Batch sufficient
               to substantiate and verify its duties and obligations hereunder,
               Batch production records and other records related in any way to
               the Manufacture of the Drug Substance and as may be necessary to
               comply with Regulatory Requirements, including without
               limitation, records

                                       20

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               of orders received, Drug Substance manufactured, work in process,
               Drug Substance analysis and quality control tests, disposal of
               Waste, and other similar records. Before destruction of any such
               records, CBSI shall provide Centocor with at least sixty (60)
               days prior written notice of the intended destruction and, if
               requested by Centocor, will provide Centocor with copies of any
               such records or originals as requested by Centocor.
               Notwithstanding the foregoing, at any time after XXXXXX years
               from the date of Manufacture of each Batch (or such longer period
               as may be required by applicable laws or regulations), CBSI may
               dispose of or deliver to Centocor any records relating to such
               Batch in accordance with Centocor's instructions. If Centocor
               fails to give said instructions, CBSI shall so notify Centocor;
               and if said instructions are still not forthcoming within sixty
               (60) days of said notification, then CBSI may destroy such
               property in accordance with SOPs.


     13.  Regulatory Matters.
          ------------------

          13.1 Inspections. CBSI will notify Centocor immediately (within 24
               -----------
               hours) of any regulatory inspections that involve Drug Substance
               supplied or to be supplied to Centocor. CBSI will notify Centocor
               of any issues that affect regulatory approval, filings, Drug
               Substance supplied or continued supply of the Drug Product. If
               Centocor deems appropriate, Centocor has the option of attending
               the inspection to address Drug Substance and Drug Product related
               issues.

          13.2 CBSI's Filings. Centocor is authorized to review and approve all
               --------------
               regulatory filings or communications between CBSI and any
               regulatory agency that affect Centocor's Drug Product or
               registration.

          13.3 Regulatory Submissions. Centocor shall be responsible for all
               ----------------------
               routine submissions (e.g. annual reports, stability updates) as
               well as all submissions regarding changes to the licensed
               manufacturing process for Drug Substance to the FDA and/or the
               HPB or any successors thereto. Centocor shall be responsible for
               filing and obtaining approval for all submissions to the FDA and
               HPB pertaining to the Manufacture and testing of Drug Substance
               by CBSI and Centocor shall own all such submissions. CBSI shall
               provide to Centocor, in a timely manner, all assistance
               reasonably requested to prepare a regulatory submission
               including, but not limited to, the regulatory support services
               stated in the Scope of Work. Regulatory services not covered in
               the Scope of Work will be separately invoiced and be paid for by
               Centocor at CBSI's reasonable standard rates for such services.
               CBSI agrees to comply with all commitments

                                       21

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               made in regulatory submissions regarding CBSI's manufacturing
               responsibilities as described herein.

          13.4 Regulatory Responsibilities. Centocor shall be responsible for
               ---------------------------
               the compliance of the Drug Product, including the Specifications
               for Drug Product, with the FDA, the HPB and all required
               regulatory standards. CBSI shall be responsible for compliance
               with cGMPs and all applicable Regulatory Requirements in the
               Manufacture of Drug Substance except that Centocor is responsible
               for the Release of Drug Substance. Each Party will provide
               reasonable assistance to the other, at no charge, if necessary to
               respond to FDA and/or HPB and other regulatory agency audits,
               inspections, inquiries or requests concerning the Drug Substance
               or the Manufacture of the Drug Substance.

          13.5 Regulatory Plan. Centocor agrees to prepare a written plan
               ---------------
               setting forth the obligations of each Centocor and CBSI with
               regard to compliance with Regulatory Requirements for the
               Manufacture of Drug Substance (the "Regulatory Plan"). CBSI shall
               review, and the Parties shall mutually agree on the Regulatory
               Plan prior to implementation. The Regulatory Plan shall be
               completed within six months after the Effective Date, and shall
               be attached to this Agreement as XXXXXX and incorporated
               herein by reference.

          13.6 Notices Regarding Safety of Products. Each Party shall provide
               ------------------------------------
               the other Party with prompt notice of any information either of
               them receive regarding the safety of the Drug Product, including
               any confirmed or unconfirmed information on adverse, serious or
               unexpected events associated with the use of the Drug Product.
               For serious, unexpected events, notice must be given by telephone
               within three (3) calendar days after receipt of the information,
               and followed by written notice not less than two (2) calendar
               days thereafter. All responsibility and cost for filing any
               reports with the FDA concerning such reactions (including Drug
               Experience Reports) caused by the Drug Substance Manufactured for
               Centocor shall be borne by Centocor. Furthermore, Centocor will
               be responsible at its cost for handling all Drug Product
               complaints. CBSI will provide reasonable assistance in responding
               to any complaints including reviews of retained samples and Batch
               records as well as testing the Drug Product engendering a
               complaint against the appropriate retained samples, if required,
               and Centocor will reimburse CBSI for reasonable out of pocket
               expenses incurred therewith. The costs of such testing shall be
               borne by Centocor; however, if it is determined that the Drug
               Product complaint was directly or indirectly caused by CBSI's
               Manufacture and if the Drug Product complaint is related to the
               Drug Substance's failure to

                                       22

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               conform to any of its Specifications or other requirements under
               this Agreement and/or the Quality Requirements, CBSI shall
               reimburse Centocor for the costs of such testing.


     14.  CBSI Representations and Warranties. CBSI represents and warrants to
          -----------------------------------
          Centocor, in addition to the other representations and warranties set
          forth in this Agreement, that:

          14.1 Corporate Organization, Good Standing and Qualification to do
               -------------------------------------------------------------
               Business. CBSI is a corporation duly and validly existing under
               --------
               the laws of the State of Delaware. CBSI is in good standing under
               the laws of its jurisdiction of incorporation and is duly
               qualified to do business and is in good standing in the State of
               North Carolina.

          14.2 Power and Authority and Agreement Validity. CBSI has the
               ------------------------------------------
               corporate power and authority to execute and deliver this
               Agreement and to perform its obligations hereunder. The
               execution, delivery and performance by CBSI of this Agreement has
               been duly and validly authorized, and no additional authorization
               or consent is required in connection with the execution, delivery
               and performance by CBSI of this Agreement.

          14.3 Due Execution. This Agreement has been duly executed and
               -------------
               delivered by CBSI and constitutes the valid and legally binding
               obligation of CBSI, enforceable in accordance with its terms,
               except as such enforcement may be limited by applicable
               bankruptcy, insolvency, reorganization, moratorium, and other
               similar laws affecting the enforcement of creditors' rights
               generally from time to time in effect and general principles of
               equity.

          14.4 No Conflict. To the best of CBSI's knowledge, the execution and
               -----------
               delivery of this Agreement do not, and the consummation by CBSI
               of the transactions contemplated hereby and the performance by
               CBSI of its obligations hereunder will not, violate the
               provisions of, or constitute a default or give rise to rights of
               any entity under, (i) CBSI's Articles of Incorporation or Bylaws
               or (ii) any law applicable to CBSI or (iii) any judgment, decree
               or order of any court or governmental or regulatory agency
               applicable to CBSI, its subsidiaries, its Affiliates or their
               respective assets or (iv) any agreement, contract or commitment
               to which CBSI or any of its subsidiaries or Affiliates is a party
               or by which they or their respective assets are bound.

                                       23

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          14.5 Litigation. To CBSI's knowledge, there is no pending or
               ----------
               threatened lawsuit or proceeding of any governmental or
               regulatory authority against or concerning CBSI in connection
               with the type of services to be provided by CBSI hereunder which,
               if adversely determined, would (i) prohibit the execution,
               delivery or performance of this Agreement or (ii) have a material
               adverse effect on CBSI or on CBSI's ability to consummate the
               transactions contemplated hereby or to perform its obligations
               under this Agreement.

          14.6 Condition of Assets. All property of CBSI and its subsidiaries
               -------------------
               and Affiliates, whether real or personal, that is used in the
               production or Manufacture of the Drug Substance is in good
               condition, reasonable wear and tear excepted, and is sufficient
               for its intended use pursuant to this Agreement.

          14.7 Compliance with Specifications and Quality Agreement. All Drug
               ----------------------------------------------------
               Substance, Manufactured and supplied hereunder, shall comply with
               the requirements of the Specifications and of the Quality
               Requirements and the requirements of this Agreement.

          14.8 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
               EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES PROVIDED UNDER
               THIS AGREEMENT AND THE MANUFACTURE OF THE DRUG SUBSTANCE,
               INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
               MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND CBSI
               HEREBY EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES OR ANY
               WARRANTY THAT THE DRUG SUBSTANCE PRODUCED HEREUNDER WILL SATISFY
               THE REQUIREMENTS OF ANY REGULATORY AGENCY AT THE TIME OF A
               REGULATORY SUBMISSION REGARDING SUCH DRUG TO SUCH AGENCIES
               REGARDLESS OF WHETHER CBSI IS FAMILIAR WITH THE PURPOSES FOR
               WHICH CENTOCOR INTENDS TO USE THE DRUG SUBSTANCE.


     15.  CBSI Covenants. CBSI covenants and agrees that throughout the term of
          --------------
          this Agreement:

          15.1 Maintenance of Licenses, Permits, etc. CBSI will maintain in
               ------------------------------------- 
               effect during the term of this Agreement any and all federal,
               state and/or local licenses, regulatory approvals, registrations
               and permits which may be required to be maintained by CBSI in
               order to Manufacture the Drug Substance hereunder.

                                       24

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          15.2 Compliance with Law. In its performance of this Agreement, CBSI
               -------------------
               will comply with all applicable federal, state and local laws,
               regulations and executive orders and amendments thereto and all
               Regulatory Requirements.

          15.3 Performance Standards. CBSI will Manufacture the Drug Substance
               --------------------- 
               in strict compliance with all of the Specifications, the Quality
               Requirements, the terms of this Agreement and in strict
               compliance with all requirements of the Product's FDA and HPB
               approvals.

          15.4 Storage and Handling. CBSI will store and handle all Materials
               --------------------
               and the Drug Substance in compliance with the storage and
               handling conditions set forth in the Specifications and Quality
               Requirements.

          15.5 Certain Actions. CBSI will not take any action or omit to take
               ---------------
               any action that could reasonably be expected to interfere with,
               or impair or jeopardize, its ability to supply the Drug
               Substance, in accordance with this Agreement, including without
               limitation, the Specifications, the Quality Requirements and
               Regulatory Requirements.

          15.6 Notifications. CBSI will notify Centocor promptly within fifteen
               -------------
               (15) days in writing of any material civil, criminal or
               administrative action brought against CBSI, its directors,
               officers, employees or agents which could reasonably be expected
               to have a material adverse effect on CBSI or on CBSI's ability to
               consummate the transactions contemplated hereby or to perform its
               obligations under this Agreement and promptly provide Centocor
               with reasonably detailed information regarding CBSI's handling of
               each such action.

          15.7 Testing and Specifications. CBSI agrees to perform all tests
               --------------------------
               listed in the Specifications and/or the Quality Requirements in
               the manner set forth in the Specifications and/or the Quality
               Requirements. CBSI will promptly report to Centocor in writing
               all test results that do not comply with the Specifications
               and/or the Quality Requirements.

          15.8 Insurance. Upon request from Centocor, CBSI shall furnish to
               ---------
               Centocor an insurance carrier's certificate showing that CBSI has
               Workmen's Compensation, Comprehensive General Liability and
               Property Damage insurance coverage in amounts and coverages
               reasonably acceptable to Centocor and/or as may be required by
               this Agreement. The certificate shall set forth the amount of
               coverage, policy number and date of expiration. CBSI shall
               maintain in force during the term of this Agreement the insurance
               stated in Section 19.1 of this Agreement.

                                       25

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          15.9 Manufacturing Capacity. CBSI hereby covenants that as of the date
               ----------------------
               of commencement of commercial production of Drug Substance, CBSI
               shall have and shall maintain sufficient capacity available at
               the Facility for Manufacture of XXXXXX of commercial production
               Drug Substance for a period of ten years. This ten year period
               will commence from the date commercial production of Drug
               Substance has actually begun.


     16.  Centocor's Representations and Warranties. Centocor represents and
          -----------------------------------------
          warrants to CBSI, in addition to the other representations and
          warranties set forth in this Agreement, as follows:

          16.1 Corporate Organization. Centocor is a corporation duly organized
               ----------------------
               and validly existing under the laws of the Commonwealth of
               Pennsylvania.

          16.2 Power and Authority and Agreement Validity. Centocor has the
               ------------------------------------------
               corporate power and authority to execute and deliver this
               Agreement and to perform its obligations hereunder. The
               execution, delivery and performance by Centocor of this Agreement
               has been duly and validly authorized, and no additional
               authorization or consent is required in connection with the
               execution, delivery and performance by Centocor of this
               Agreement.

          16.3 Due Execution. This Agreement has been duly executed and
               -------------
               delivered by Centocor and constitutes the valid and legally
               binding obligation of Centocor, enforceable in accordance with
               its terms, except as such enforcement may be limited by
               applicable bankruptcy, insolvency, reorganization, moratorium,
               and other rights generally affecting the enforcement of
               creditors' rights generally from time to time in effect and
               general principles of equity.

          16.4 No Conflict. To the best of Centocor's knowledge, the execution
               ----------- 
               and delivery of this Agreement does not, and the consummation by
               Centocor of the transactions contemplated hereby and the
               performance by Centocor of its obligations hereunder will not,
               violate the provisions of, constitute a default or give rise to
               rights of any entity under, (i) Centocor's corporate documents,
               or (ii) any law applicable to Centocor, or (iii) to Centocor's
               knowledge, any judgment, degree or order of any court or
               governmental or regulatory agency applicable to Centocor, or (iv)
               to Centocor's knowledge, any agreement, contract or commitment to
               which Centocor is a party or by which it is bound, (v) or to
               Centocor's knowledge, the Consent Order.

                                       26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          16.5 XXXXXX

                                       27

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               XXXXXX

     17.  Centocor Covenants. Centocor covenants and agrees that:
          ------------------

          17.1 Maintenance of License and Permits, etc. Centocor will maintain
               ---------------------------------------
               in effect during the term of this Agreement any and all federal,
               state and/or local licenses, regulatory approvals, registrations
               and permits which may be required to be maintained by Centocor in
               order for CBSI to Manufacture the Drug Substance hereunder.

          17.2 Compliance with Law. In its performance of this Agreement,
               ------------------- 
               Centocor will comply with all applicable federal, state and local
               laws, regulations and executive orders and amendments thereto and
               all Regulatory Requirements, and the Consent Order.

          17.3 Certain Actions. Centocor will not take any action or omit to
               ---------------
               take any action that could be reasonably be expected to interfere
               with, or impair or jeopardize, CBSI's ability to Manufacture the
               Drug Substance in accordance with this Agreement, including,
               without limitation, the Specifications and the Quality
               Requirements.


     18.  Indemnification.
          ---------------

          18.1 CBSI shall indemnify Centocor and its Affiliates and their
               respective officers, directors and employees (the "Centocor
               Group") from any loss, damage, cost or expense (including
               reasonable attorneys' fees)(a "Loss") arising from any

                                       28

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               lawsuit, action, claim, demand, assessment or proceeding (a
               "Claim") arising from or related to (i) personal injury or
               property damage arising or occurring during the Manufacture of
               the Batch as a result of CBSI's negligence, gross negligence or
               intentional misconduct or inaction of CBSI in the performance of
               its obligations under this Agreement, Scope of Work or Quality
               Requirements; or (ii) CBSI's violation, non-conformance or
               non-performance of any of the terms of this Agreement or CBSI's
               breach of any representation or covenant made herein, provided
               that if such Loss or Claim arises in whole or in part from
               Centocor's negligence, gross negligence or intentional misconduct
               or inaction, then the amount of the Loss that CBSI shall
               indemnify Centocor for pursuant to this Section 18 shall be
               reduced by an amount in proportion to the percentage of
               Centocor's responsibilities for such Loss determined by a court
               of competent jurisdiction in a final and non-appealable decision
               or in a binding settlement between the parties.

          18.2 Centocor shall indemnify CBSI and its Affiliates and their
               respective officers, directors, employees and agents (the "CBSI
               Group") from any Claim or Loss arising from or related to (i)
               personal injury to any employee of the CBSI Group or the Centocor
               Group directly or indirectly caused by Material or Equipment
               provided by Centocor hereunder; (ii) CBSI's strict and complete
               performance of its obligations under this Agreement or the Scope
               related thereto; (iii) the Drug Substance, the Quality
               Requirements or any aspect of the Scope of Work which violates
               any applicable law, rule, regulation or ordinance, or the Consent
               Order; (iv) the Drug Substance's harmful or otherwise unsafe
               effect, including, without limitation, a Claim based upon
               Centocor or any other person's use, consumption, sale,
               distribution or marketing of Drug Substance; (v) the negligence,
               gross negligence or intentional misconduct or inaction of
               Centocor in the performance of its obligations under this
               Agreement or Scope of Work, (vi) any alleged infringement of any
               patent, trademark, copyright or any other intellectual property
               right arising from CBSI's performance of this Agreement,
               including, without limitation, the making, using, selling,
               production or creation of the Drug Substance or use of the
               Materials and the expression systems and process used to make,
               create or produce the Drug Substance, or (vii) Centocor's
               violation, non-conformance or non-performance of any of the terms
               of this Agreement or Centocor's breach of any representation or
               covenant made herein; provided that if such Loss or Claim arises
               in whole or in part from CBSI's negligence, gross negligence or
               intentional misconduct or inaction, then the amount of such Loss
               that Centocor shall indemnify the CBSI Group for pursuant to this
               Section 18 shall be reduced by an amount in proportion to the
               percentage of CBSI's responsibilities for such Loss as determined
               by a

                                       29

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               court of competent jurisdiction in a final and non-appealable
               decision or in a binding settlement between the parties.

          18.3 Indemnification Procedure. The indemnified party shall give
               -------------------------
               prompt written notice to the indemnifying party of any suits,
               claims or demands by third parties or the indemnified party which
               may give rise to any loss for which indemnification may be
               required under this Section 18; provided, however, that the
                                               --------  -------
               failure to give such notice shall not impair the obligation of
               the indemnifying party to provide indemnification hereunder
               except if and to the extent that such failure materially impairs
               the ability of the indemnifying party to defend the applicable
               suit, claim or demand. The indemnifying party shall be entitled
               to assume the defense and control of any suit, claim or demand of
               any third party at its own cost and expense; provided, however,
                                                            --------  -------
               that the other party shall have the right to be represented by
               its own counsel at its own cost in such matters. In the event
               that the indemnifying party shall decline to assume control of
               any such suit, claim or demand, the party entitled to
               indemnification shall be entitled to assume such control, conduct
               the defense of, and settle such suit, claim or action, all at the
               sole cost and expense of the indemnifying party. Neither the
               indemnifying party nor the indemnified party shall settle or
               dispose of any such matter in any manner which would adversely
               impact the rights or interests of the other party without the
               prior written consent of the indemnified party, which shall not
               be unreasonably withheld. Each party shall cooperate with the
               other party and its counsel in the course of the defense of any
               such suit, claim or demand, such cooperation to include using
               reasonable efforts to provide or make available documents,
               information and witnesses. XXXXXX Such indemnification shall not
               be subject to the proportional reduction referred to in Section
               18.2.


     19.  Insurance.
          ---------

          19.1 CBSI Insurance. CBSI agrees (i) to obtain and maintain at its
               --------------
               cost and expense, while this Agreement is in effect, (a)
               commercial general liability insurance, including commercially
               reasonable coverage for the risks assumed by CBSI in Section 10.2
               of this Agreement; (b) products liability insurance with coverage
               limits of not less than XXXXXX per occurrence and

                                       30

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               XXXXXX in the aggregate; (c) property damage insurance with
               coverage limits of not less than XXXXXX per occurrence; and
               (d) the Errors and Omissions Insurance; (ii) not to cancel the
               insurance or reduce the coverage without giving at least thirty
               (30) days prior written notice to Centocor. CBSI shall cause
               Centocor to be a named additional insured party on each insurance
               policy. In the event of cancellation or termination of the
               coverage described herein, CBSI shall immediately obtain
               substitute or replacement coverage.

          19.2 Centocor Insurance. Centocor agrees to obtain and maintain at its
               ------------------
               cost and expense, while this Agreement is in effect, commercial
               general liability insurance and products liability insurance in
               commercially reasonable amounts.


     20.  Recall. If Drug Product must be recalled by reason of failure to meet
          ------
          any Regulatory Requirement, Centocor shall have the sole
          responsibility to effect the recall. However, CBSI shall cooperate as
          reasonably required in Centocor's efforts. Centocor shall reimburse
          CBSI for any costs reasonably expended by CBSI to effect the recall,
          unless the recall is required due to a failure of CBSI to conform in
          all material respects to the Specifications or the Quality
          Requirements. If the failure to meet applicable requirements resulting
          in a recall is caused by the negligently or intentionally wrongful act
          or omission of CBSI, CBSI shall reimburse Centocor for (a) any cost
          reasonably expended by Centocor to effect the recall; (b) any amount
          paid by Centocor for Materials used in recalled Drug Product; (c)
          shipping fees and Manufacture fees paid to CBSI for recalled Drug
          Product and for any Drug Product that cannot be shipped due to the
          condition requiring the recall; provided however that any
          reimbursement by CBSI shall not exceed amounts actually paid by
          Centocor for the recall.


     21.  Confidentiality.
          ---------------

          21.1 Definition of Confidential Information. During the term of this
               --------------------------------------
               Agreement, the Parties may provide to one another confidential
               information, or may receive from Boehringer Mannheim, the Trustee
               or Roche as the designees of Centocor, documents or other
               materials which may be unpublished, including without limitation,
               unpatented technical and other information which is not in the
               public domain, information comprising or relating to concepts,
               discoveries, data, formulae, the Active Ingredient, the Master
               Cell Bank, the Manufacturer's Working Cell Bank, inventions,
               procedures for experiments and tests and results of
               experimentation and testing, results of research, development
               processes, manufacturing processes, specifications and

                                       31

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               techniques, economic information, business or research
               strategies, trade secrets, the cell line of the Drug Product,
               patents, unpublished patent applications and material embodiments
               thereof. As used herein, "Confidential Information" means any of
               such information or documents described above or any other
               information or documents furnished for the purposes of
               Manufacturing the Drug Substance which is furnished to or comes
               to the attention of either Party and shall include without
               limitation, the terms of this Agreement, information provided by
               Roche or Boehringer Mannheim or their representatives regarding
               the Drug Substance or Drug Product or the manufacturing process
               for the Drug Substance or Drug Product, information that consists
               of, or relates to, an unpublished patent application, know-how,
               technical specifications, the Specifications, development
               processes, manufacturing processes, operating manuals, services
               information concerning current, future or proposed products and
               services, Drug Product and service descriptions, financial or
               Drug Substance or Drug Product forecasts or plans, security
               procedures or passwords, computer programs, customer or client or
               prospective customer or client lists and printouts, records, and
               any or all other information, data or material relating to the
               business trade secrets and technology of either Party.

          21.2 Confidentiality and Non-Use. Both Parties shall maintain in
               ---------------------------
               strict confidence all such Confidential Information and both
               Parties shall take all steps necessary to ensure that such
               Confidential Information does not enter the public domain or come
               into the possession of unauthorized persons, provided however,
                                                            ---------------- 
               that if and to the extent that disclosure is required by
               applicable law, or to obtain regulatory approvals, such Party
               seeking to disclose the Confidential Information may disclose
               such Confidential Information after giving the other Party prior
               written notice of the intended disclosure. CBSI shall not use
               such Confidential Information for any purpose other than for the
               Manufacture and provision of Drug Substance hereunder and shall
               not use the Confidential Information in any way, directly or
               indirectly, detrimental to Centocor. Both Parties will ensure
               that only those of its officers and employees who are directly
               concerned with carrying out this Agreement have access to such
               Confidential Information and are informed of the secret and
               confidential nature of it. Each Party will maintain a secure
               system for the storage and handling of Confidential Information.

          21.3 Exclusions. Confidential Information shall not include
               ----------
               information that: (i) is shown by contemporaneous documentation
               of the recipient to have been in its possession prior to receipt
               from the providing Party or its designee and was not acquired,
               directly or indirectly, from any person in violation of a

                                       32

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               restriction on disclosure in favor of the providing Party; (ii)
               is or becomes, through no fault of the recipient, publicly known;
               (iii) is furnished to the recipient by a third party without
               breach of a duty to the disclosing Party and without any
               obligation of confidentiality; or (iv) is made public by the
               party otherwise having the right to keep the Confidential
               Information confidential.

          21.4 Required Notifications. Each Party shall notify the other
               ----------------------
               immediately if a subpoena or other legal process or demand
               related to the Confidential Information is served upon or
               received by such Party or any of its employees, contractors,
               subcontractors or agents, and such Party shall cooperate at the
               other Party's expense in any lawful effort to contest such
               subpoena or other legal process or demand.

          21.5 Injunctive Relief. Each Party acknowledges and agrees that any
               -----------------
               breach or threatened breach of this Section 21 may result in
               immediate and irreparable harm and that in such event there may
               be no adequate remedy at law. Either Party shall therefore be
               entitled to seek immediate injunctive relief, specific
               performance, and other equitable relief for such breach or
               threatened breach, and such resort to any such equitable relief
               shall not be deemed to waive or to limit in any respect any right
               or remedy which either Party may have with respect to such breach
               or threatened breach.

          21.6 Return of Confidential Information. Upon any expiration or
               ----------------------------------
               termination of this Agreement, subject to Section 12.3 of this
               Agreement, each Party shall, at the request or without the
               request of the other Party, either return or destroy (as
               evidenced by a written certificate of destruction) all
               Confidential Information previously furnished by the other Party;
               provided however, that each Party shall be entitled to retain one
               ----------------
               (1) copy of such Confidential Information for archival purposes.

          21.7 Use of Name. Neither Party shall, without the prior consent of
               -----------
               the other party, use in advertising, publicity or otherwise, the
               name, trademark, logo, symbol or other image of the other Party.

          21.8 Survival. All obligations of confidentiality and non-use imposed
               --------
               under this Section 21 shall survive the expiration or termination
               of this Agreement for any reason for a period of ten (10) years.

                                       33

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     22.  License Solely for Purpose of Manufacture.
          ----------------------------------------- 

          22.1 License Grant. Centocor hereby grants to CBSI a non-exclusive,
               ------------- 
               royalty-free license, without right to sublicense, to use the
               manufacturing technology, trade secrets and know-how used to
               manufacture the Drug Substance ("Manufacturing Process") solely
               and exclusively for the purpose of performing the Manufacture of
               the Drug Substance, in accordance with terms and conditions of
               this Agreement, such license to terminate immediately upon the
               termination of this Agreement by either Party.

          22.2 No Implied License. Subject to Section 22.1, nothing in this
               ------------------
               Agreement does, is intended to, or shall be construed to create,
               confer, give effect to or otherwise imply in CBSI or anyone
               claiming through CBSI any license, right, or property interest,
               in or to Centocor patents or patent rights, Centocor trademarks
               or trade names, or any other Centocor trade secrets, know how or
               property.


     23.  Establishment of Proprietary Position.
          -------------------------------------

          23.1 Ownership. CBSI will promptly inform Centocor of any ideas,
               ---------
               improvements and inventions arising out of the performance of
               Manufacture of Drug Substance under this Agreement solely by CBSI
               personnel or by CBSI personnel jointly with employees from
               Centocor. Inventions, including inventions relating to
               manufacturing methods and processes, made solely by CBSI
               personnel and any patent applications and patents thereon shall
               be owned by CBSI ("CBSI Inventions"). XXXXXX

          23.2 CBSI Patent Responsibilities. CBSI shall be responsible for
               ----------------------------
               filing and prosecuting United States and foreign patent
               applications on CBSI Inventions. While CBSI shall be responsible
               for making decisions regarding the scope and content of any such
               applications and prosecution thereof, Centocor shall have an
               opportunity to review and provide input thereto. The expenses in
               connection with filing and prosecution of any such patent
               applications, United States and/or foreign, and the maintenance
               of issued patents thereon shall be borne by CBSI.

                                       34

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          23.3 Centocor Patent Responsibilities. Centocor shall be entitled to
               --------------------------------
               file and prosecute United States and/or foreign patent
               applications on jointly owned inventions. CBSI and Centocor shall
               be jointly responsible for making decisions regarding the scope
               and content of applications and prosecution thereof on any such
               jointly owned inventions. CBSI will assist in assembling
               inventorship information and data for filing patent applications
               on jointly owned inventions. Decisions on when, where and whether
               to file on jointly owned inventions will be made by Centocor
               after consulting with CBSI. The expenses in connection with
               filing and prosecution of any jointly owned patent applications,
               United States and/or foreign, and the maintenance of issued
               patents thereon shall be borne by Centocor.

          23.4 CBSI Election Not to File Patent. In the event that CBSI elects
               --------------------------------
               not to file a patent application on any CBSI Invention or decides
               to discontinue prosecution or maintenance of any such application
               or maintenance of any patent issued thereon, Centocor may at its
               own expense file, prosecute and/or maintain any such patent
               application or patent as the case may be. If Centocor assumes
               responsibility of jointly owned patent applications or patents
               under this subparagraph, Centocor, upon written request from
               CBSI, shall grant to CBSI a royalty-free license thereunder.

          23.5 Centocor Election Not to File Patent. In the event that Centocor
               ------------------------------------
               elects not to file a patent application on any invention referred
               to in Paragraph 23.3 or decides to discontinue prosecution or
               maintenance of any such application or maintenance of any patent
               issued thereon, CBSI may at its own expense file, prosecute
               and/or maintain any such patent application or patent as the case
               may be. If CBSI assumes responsibility of jointly owned patent
               applications or patents under this subparagraph, CBSI, upon
               written request from Centocor, shall grant to Centocor a
               royalty-free license thereunder.

          23.6 License to Centocor.
               -------------------  

               (a)  In consideration of Centocor's promises and covenants and
                    other consideration hereunder, CBSI hereby grants to
                    Centocor:

                    (i)   an exclusive, worldwide royalty-free license to make
                          or have made, use or sell Drug Substance and/or Drug
                          Product using CBSI Inventions or joint inventions of
                          Centocor and CBSI;

                    (ii)  an exclusive, worldwide royalty-free license under any
                          patent rights to CBSI Inventions or joint inventions
                          of CBSI to make,

                                       35

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                          have made, use and sell Drug Substance and or Drug
                          Product; and

                    (iii) the licenses granted by CBSI to Centocor under
                          Paragraphs 23.6(i) and 23.6(ii) shall include the
                          right to grant sublicenses of no greater than the
                          license granted to Centocor hereunder.


     24.  Term.
          ----

          24.1 Initial Term. This Agreement shall begin on the Effective Date
               ------------
               and shall expire ten years after the date CBSI begins commercial
               production of Drug Substance (the "Initial Term"), unless earlier
               terminated pursuant to Section 26.

          24.2 Extensions. Centocor will have the right, exercisable by written
               ----------
               notice to CBSI given no later than twelve (12) months before the
               expiration of the Initial Term, to request that the term of this
               Agreement be extended for an additional three or four years, at
               Centocor's sole option.


     25.  Termination and Default.
          -----------------------

          25.1 Termination by Centocor. In addition to the termination of this
               -----------------------
               Agreement upon expiration of its Initial Term or any extension
               thereof, Centocor may at any time terminate this Agreement as
               follows: (a) after initiation of Manufacture of commercial
               production Drug Substance by CBSI by providing XXXXXX written
               notice to CBSI; or (b) during the Development Phase, without
               incurring any further liability with respect to the Agreement, by
               providing written notice to CBSI that for reasons other than a
               material wrongful act or omission of Centocor, in Centocor's
               reasonable opinion (i) the process used by Boehringer Mannheim to
               manufacture Retavase(TM) Drug Substance does not transfer to the
               Facility; (ii) CBSI fails to deliver the deliverable set forth in
               Section 2.5(b)(5) of this Agreement, (iii) CBSI is unable to
               deliver any deliverable as set forth in Section 2.5(b) as the
               result of force majeure; or (iv) a Modification as defined in
               Section 2.5(c)(i) is unacceptable to Centocor after good faith
               negotiations by the Parties.

          25.2 Termination by CBSI. CBSI may terminate this Agreement after
               -------------------
               initiation of Manufacture of commercial production Drug Substance
               by CBSI by giving Centocor XXXXXX prior written notice to
               Centocor. CBSI may

                                       36

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               not terminate this Agreement for any reason during the
               Development Phase. Notwithstanding the foregoing, CBSI may
               terminate this Agreement at any time upon XXXXXX written notice
               in the event Centocor is in default of a material obligation
               under this Agreement which Centocor fails to cure within thirty
               (30) days after a face to face meeting of the Executive Liaisons
               pursuant to Section 29.2(a). Such face to face meeting shall
               occur within fifteen (15) days of receipt by Centocor of written
               notice of termination for material breach by CBSI.

          25.3 Right to Termination is Additional Right. The right to terminate
               ----------------------------------------
               this Agreement shall be in addition to and not in substitution or
               limitation of any other rights available under this Agreement or
               under applicable law.

          25.4 Termination Prior to Commencement of Commercial Production. In
               ----------------------------------------------------------
               the event that Centocor terminates this Agreement prior to the
               completion of the Development Phase for a reason other than (a)
               reasons provided in Section 25.1(b) herein, or (b) any other
               failure of CBSI to perform its material obligations under this
               Agreement for the Development Phase, Centocor will pay CBSI a
               termination fee of XXXXXX ("Termination Fee") and Centocor will
               pay the amounts due for completion of the Development Phase
               deliverable in process at the time of termination. Payment of the
               amounts due under this Section 25.4 and amounts due and owing to
               CBSI under this Agreement as of the date of termination by
               Centocor shall be made by Centocor XXXXXX after the date of the
               written notice from Centocor to CBSI terminating this Agreement.
               Payment of the amounts due under this Section 25.4 shall
               constitute full and complete payment by Centocor to CBSI for any
               services rendered or costs incurred by CBSI as the result of this
               Agreement. Upon receipt of payment of amounts due under this
               Section 25.4 by CBSI, neither party shall have any further
               obligation to the other.

          25.5 Termination After Commencement of Commercial Production. In the
               -------------------------------------------------------
               event that Centocor terminates this Agreement after commencement
               of commercial production, CBSI will supply to Centocor sufficient
               Drug Substance to meet the XXXXXX months Forecast, incorporating
               the minimum annual purchase requirement of XXXXXX The parties
               agree that in no event is Centocor required to purchase more than
               ten years of commercial production of Drug Substance.

                                       37

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          25.6 Transition. In addition to any rights Centocor may have under
               ----------
               this Agreement or under applicable law, in the event of the
               expiration or termination of this Agreement for any reason, CBSI
               agrees to return to Centocor within ninety (90) days of
               termination of this Agreement all Manufacturer's Working Cell
               Banks, Drug Substance, Equipment and XXXXXX in CBSI's possession,
               provided that, in the event that Centocor, at its sole
               discretion, elects not to have some or all of the Equipment
               returned to it after expiration or termination of this Agreement,
               CBSI may purchase such Equipment from Centocor at a commercially
               reasonable price that is mutually agreeable to CBSI and Centocor.
               Shipping, insurance and other costs of transportation shall be
               borne by Centocor. CBSI agrees to work with Centocor for a period
               of up to two (2) years to effect an orderly termination of this
               Agreement, as may be reasonably requested by Centocor, including
               without limitation, the return of Confidential Information.

          25.7 Transition Costs. In the event that CBSI terminates this
               ----------------
               agreement without cause, CBSI will pay all reasonable costs for
               transitions incurred by Centocor and CBSI during the transition
               period. In the event that CBSI terminates this Agreement with
               cause, Centocor will pay all reasonable costs for transition
               incurred by Centocor and CBSI during the transition period. In
               the event that Centocor terminates this Agreement for cause, CBSI
               will pay all reasonable costs incurred by Centocor and CBSI for
               transition during the transition period. In the event that
               Centocor terminates this Agreement without cause, Centocor will
               pay all reasonable costs incurred by Centocor and CBSI for the
               transition period. If the parties mutually agree to terminate
               this Agreement, the reasonable costs for transition shall be
               shared equally by Centocor and CBSI.


     26.  Independent Contractor Status. The relationship of Centocor and CBSI
          -----------------------------
          established by this Agreement is that of independent contractors, and
          nothing contained in this Agreement shall be construed to: (i) give
          either Party the power to direct or control the day to day activities
          of the other; (ii) constitute the Parties as partners, joint-ventures,
          co-owners or otherwise as participants in a joint or common
          undertaking; or (iii) allow a Party to create or assume any obligation
          on behalf of the other Party for any purpose whatsoever. Nothing in
          this Agreement will give rise to the creation of any labor relation by
          or between either Party and any employees of the other Party.

                                       38

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     27.  Assignability.
          -------------

          27.1 Centocor. Centocor may, without the prior consent of CBSI, assign
               --------
               this Agreement or any of its rights or obligations hereunder to
               any parent, subsidiary or Affiliate of Centocor. Such assignee
               may, without the prior written consent of CBSI, assign this
               Agreement or any of the rights or obligations hereunder back to
               Centocor or to any parent, subsidiary or Affiliate of Centocor.

          27.2 CBSI. Neither this Agreement nor any of the rights or obligations
               ----
               hereunder shall be assignable or otherwise transferable by CBSI
               without the prior written consent of Centocor, such consent not
               to be unreasonably withheld.

          27.3 Permitted Assigns and Successors. This Agreement shall be binding
               --------------------------------
               upon, and inure to the benefit of, the permitted assigns and
               successors of the Parties hereto.


     28.  Force Majeure.
          -------------

          28.1 Force Majeure Defined. Neither CBSI nor Centocor are liable to
               ---------------------
               perform any of its obligations in so far as it proves to the
               other Party:

               (i)   that the failure was due to an occurrence beyond the
                     control of the Party affected including but not limited to
                     acts of God, fire, explosion, weather, disease, war,
                     insurrection, riot, government action or power failure; and

               (ii)  that it could not reasonably be expected to have taken into
                     account the occurrence and the effects of the occurrence
                     upon its ability to perform at the time of the acceptance
                     of a Purchase Order; and

               (iii) that it could not reasonably have avoided or overcome the
                     occurrence or at least its effects.

          28.2 Force Majeure Limited. No Party shall have the right to avail
               --------------------- 
               itself of this article in the event the force majeure occurrences
               arises from an act or from any negligence of that Party.

                                       39

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          28.3 Excused from Performance. Either Party shall upon written notice
               ------------------------
               to the other Party be excused from performance of its obligations
               under the Agreement only for so long as force majeure may
               continue.

          28.4 Bear Own Cost. Each Party shall bear its own costs arising out of
               -------------
               or resulting from the occurrence of any force majeure event.

          28.5 Adjustment of Forecast. As soon as the force majeure situation
               ----------------------
               has ended, or as earlier as is feasible, the rolling forecast for
               at least the next four (4) Calendar Quarters shall be adjusted in
               good faith with the other Party.

          28.6 XXXXXX


     29.  Miscellaneous Provisions.
          ------------------------

         29.1     Limitation of Damages.
                  ---------------------

                  (a)  Development Phase. Centocor shall not be entitled to
                       -----------------
                       Special Damages arising in connection with a breach of,
                       negligent performance of and/or failure to perform of
                       CBSI's obligations under this Agreement, the Scope of
                       Work or any documents or attachments with regard thereto
                       to the extent such breach, negligence or failure to
                       perform directly relate to and occur during the
                       Development Phase.

                  XXXXXX

                  XXXXXX

                                       40

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                    XXXXXX


          29.2 Dispute Resolution.
               ------------------

               (a)  Senior Executive Meeting. In the event any dispute shall
                    ------------------------
                    arise between Centocor and CBSI with respect to any of the
                    terms and conditions of this Agreement, then the Executive
                    Liaisons of Centocor and CBSI shall meet as promptly as
                    practicable after notice of such dispute to resolve in good
                    faith such dispute.

               (b)  Arbitration.
                    ----------- 

                    (i)         If Centocor and CBSI are unable to resolve
                    satisfactorily the dispute, then such dispute shall be
                    settled by arbitration conducted in the English language in
                    accordance with the Commercial Arbitration Rules of the
                    American Arbitration Association (the "AAA"). The
                    arbitration shall be conducted by one arbitrator chosen by
                    mutual agreement of the Parties. If the Parties are unable
                    to agree on an arbitrator, they shall each pick one
                    arbitrator and the two arbitrators shall choose a third
                    arbitrator. The Parties will cooperate with each other in
                    causing the arbitration to be held in as efficient and
                    expeditious manner as practicable. Discovery in such
                    arbitration shall be conducted in accordance with the
                    Federal Rules of Civil Procedure and shall be completed
                    within one year after initiation of the arbitration. Any
                    arbitration proceeding instituted by a Party under this
                    Agreement shall be brought in Philadelphia, Pennsylvania.

                    (ii)        Any award rendered by the arbitrator(s) shall be
                    final and binding upon the Parties hereto. Such award shall
                    be issued by the arbitrators no later than two years after
                    initiation of arbitration. Judgment upon the award may be
                    entered in any court of record of competent jurisdiction.
                    Each party shall pay its own expenses of

                                       41

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                    arbitration and the expenses of the arbitrator(s) shall be
                    equally shared unless the arbitrator(s) assesses as part of
                    his, her or their award all or any part of the arbitration
                    expenses of one Party (including reasonable attorney's fees)
                    against the other Party. Punitive damages shall not be
                    awarded to either party.

                    (iii)       Centocor and CBSI irrevocably and
                    unconditionally consent to the jurisdiction of any such
                    proceeding and waives any objection that it may have to
                    personal jurisdiction or the laying of venue of any such
                    proceeding.

          29.3 Notices. Any notice or other communication hereunder shall be in
               -------
               writing and shall be deemed given when so delivered in person, by
               facsimile, by overnight courier (with receipt confirmed) or, if
               given by mail, upon receipt, as follows (or to such other persons
               and/or addresses as may be specified in writing to the other
               Party hereto);

               If to Centocor, to:      Centocor, Inc.
                                        200 Great Valley Parkway
                                        Malvern, PA  19355
                                        Attn: Corporate Secretary
                                        Facsimile: 610-651-6331
                                        
               With a copy to:          Vice President, Worldwide Operations
                                        
               If to CBSI, to:          CBSI Covance Biotechnology Services Inc.
                                        6051 George Watts Hill Drive
                                        P.O. Box 13865
                                        Research Triangle Park, NC  27709-3865
                                        Attn: President
                                        Facsimile:  919-468-7019
                                        
               With a copy to:          Senior Vice President, Commercial 
                                         Development


          29.4 Entire Agreement and Modification. This Agreement together with
               ---------------------------------
               the Exhibits hereto, constitutes the entire Agreement between the
               Parties hereto and supersedes any previous agreements or
               understandings whether oral or written. In the event of a
               conflict between this Agreement and any of the Exhibits hereto,
               the provisions of this Agreement shall be valid and binding on
               each Party.

                                       42

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
          29.5 Invalid Clauses. If a judicial determination is made that any of
               ---------------
               the provisions contained in this Agreement constitute an
               unreasonable restriction against any Party or are otherwise
               unenforceable, such provision or provisions shall be rendered
               void or invalid only to the extent such judicial determination
               finds such provision or provisions to be unreasonable or
               otherwise unenforceable, and the remainder of this Agreement
               shall remain operative and in full force and effect.

          29.6 Headings. The headings, contained in this Agreement are inserted
               --------
               for convenience only and shall not be construed to limit or
               otherwise modify its provisions.

          29.7 Governing Law. This Agreement shall be governed by and
               ------------- 
               interpreted in accordance with the laws of the Commonwealth of
               Pennsylvania, without regard to its choice of law principles.

          29.8 Continuing Liability. Expiration or termination of this Agreement
               --------------------
               for any reason shall not release either Party from any liability,
               obligation or agreement which has already accrued nor affect the
               survival of any provision hereof which is expressly stated to
               survive such termination. Termination of this Agreement for any
               reason shall not constitute a waiver or release of, or otherwise
               be deemed to prejudice or adversely affect any right, remedies or
               claims, whether for damages or otherwise, which a Party may have
               hereunder or which may arise out of or in connection with such
               termination.

          29.9 Survival. Notwithstanding any such termination, the obligations
               --------
               of the Parties in Sections 12.3, 13.6, 18, 20, 21, 23, 25.4,
               25.5, 25.6, 25.7 and 29 of this Agreement and the Quality
               Requirements shall survive termination of this Agreement.

         29.10 Language. This Agreement is in the English language, which
               --------
               language shall be controlling in all respects, and all versions
               hereof in any other language shall be for accommodation only and
               shall not be binding upon the parties hereto. All communications
               and notices to be made or given pursuant to this Agreement shall
               be in the English language.

         29.11 Publicity. Except as otherwise provided in Section 21, neither
               ---------
               Party shall disclose this Agreement or any of the terms thereof
               to any third party except a Party's independent auditors and
               counsel, whether in writing or orally, without the prior written
               consent of the other Party. Either Party may make disclosure if
               but only to the extent such disclosure is, on advice of counsel,
               required by

                                       43

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
               applicable law. The disclosing Party shall use all commercially
               reasonable efforts to preserve the confidentiality of this
               Agreement and the terms thereof notwithstanding any such required
               disclosure, and will give the other Party written notice of such
               required disclosure as reasonably far in advance thereof as is
               practical. In the event either Party is required to file this
               Agreement with the Securities and Exchange Commission or any
               other regulatory agency, such Party shall apply for confidential
               treatment of this Agreement to the fullest extent permitted by
               law, shall provide the other Party a copy of the confidential
               treatment request far enough in advance of its filing to give the
               other Party a meaningful opportunity to comment thereon, and
               shall incorporate in such confidential treatment request any
               reasonable comments of the other Party. Notwithstanding the
               foregoing, Centocor may disclose the terms of this Agreement to
               the Trustee.

         29.12 Remedies Not Exclusive. The rights and remedies contained in
               ---------------------- 
               this Agreement are cumulative and are not intended to waive or
               preclude any other claims, rights or remedies which may exist at
               law (whether statutory or otherwise) or in equity with respect to
               the matters covered hereby.


IN WITNESS WHEREOF, and intending to be bound hereby, Centocor and CBSI have
------------------
caused this Agreement to be executed.



CENTOCOR, INC.                   COVANCE BIOTECHNOLOGY
                                 SERVICES, INC.


MPR /s/ Joseph C. Scodari        /s/ V. Bryan Lawlis, Ph.D.   
-------------------------        --------------------------
Joseph C. Scodari                V. Bryan Lawlis, Ph.D. 
President and                    Chairman XXXXXX
Chief Operating Officer          Covance Biotechnology Services, Inc.        
Centocor, Inc.


Date: 1/14/99                    Date: 1/15/99
      ----------------                 ------------------

                                       44

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
Exhibit A:  XXXXXX      
---------   

Exhibit B:  Quality Requirements for the Manufacture and Supply of Retavase(TM)
---------   Drug Substance, including six (6) Attachments for the Drug
            Substance:                                                


                     Attachment 1:  XXXXXX 
                     Attachment 2:  XXXXXX 
                     Attachment 3:  Authorized Representatives of the Parties
                     Attachment 4:  XXXXXX 
                     Attachment 5:  XXXXXX 
                     Attachment 6:  XXXXXX 


Exhibit C:  XXXXXX  
---------

Exhibit D:  XXXXXX  
---------

Exhibit E:  XXXXXX  
---------

Exhibit F:  XXXXXX  
---------

                                       45

                       Confidential Treatment Requested
<PAGE>
                                   Exhibit A

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 2 OF 26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 3 OF 26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 4 OF 26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 5 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 6 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 7 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 8 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                    PAGE 9 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 10 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 11 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 12 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 13 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 14 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 15 OF 26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION

 
XXXXXX

                                                                   PAGE 16 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 17 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 18 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 19 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 20 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 21 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 22 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 23 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION

 
XXXXXX

                                                                   PAGE 24 OF 26

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 25 OF 26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                                                   PAGE 26 OF 26

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                                    Exhibit B

                    Quality Requirements for the Manufacture
                     and Supply of Retavase/TM/ Drug Substance


1.   Definitions

Unless otherwise defined herein, all definitions used within these Quality
Requirements have the same meaning as defined in the Development and
Manufacturing Services Agreement between Centocor and CBSI dated as of December
31, 1998 (the "Agreement").

These Quality Requirements for the Manufacture and Supply of Drug Substance
XXXXXX are an integral and enforceable part of the Agreement. They specify the
quality requirements and responsibilities required for the successful and
acceptable Manufacture of the Drug Substance.

2.   Manufacturing standards

2.1  Product definition.

     Drug Substance will be Manufactured and tested in accordance with the
     manufacturing Batch Records and test methods which will be generated by
     CBSI and approved by Centocor.

2.2  Supply of Active Ingredient.

     Centocor will provide CBSI with the Materials and Equipment stated in
     Section 3 of the Agreement. CBSI will supply all other Materials for the
     Manufacture of Drug Substance including, but not limited to, those items
     designated in XXXXXX CBSI will only use Materials which have been released
     by its QA department. CBSL will take samples of all materials and store
     such samples for a minimum of two years after the date the sample was
     taken, or for a longer period, as reasonably requested by Centocor.

2.3  Batch numbering.

     CBSI will assign batch numbers for the Drug Substance upon completion of
     and prior to delivery to Centocor in accordance with SOPs.


        /s/ MPR JCS                     /s/ VBL
        -------------                   ---------
        JCS                             VBL

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
2.4  Processing responsibilities.

     CBSI will Manufacture and inspect the Drug Substance in strict accordance
     with cGMP, as set forth in 21 CER 211, as amended and updated from time to
     time, as well as the HPB Guide to GMP, and all other appropriate Regulatory
     Requirements.

2.5  Reprocessing.

     CBSI shall not reprocess a Batch without the prior written consent of an
     Authorized Representative of Centocor. Reprocess shall mean introducing an
     intermediate or active pharmaceutical ingredient that does not conform to
     established standards of specifications back into the process repeating a
     step that it part of the Validated Manufacturing process. The Authorized
     Representatives for Centocor and CBSI are listed in Attachment 3, which
                                                         ------------
     Attachment is incorporated herein by reference. Changes in the Authorized
     Representatives may be made by each Party with prior written notice to the
     other Party. CBSI shall not rework a Batch under any circumstances.

2.6  XXXXX

3.   Testing

3.1  General Testing.

     The Drug Substance will be tested by CBSI in accordance with the Validated
     and cross Validated test methods which will be written by CBSI and approved
     by Centocor Quality Product Development and Operation representatives in
     accordance with the provisions in Attachment 2.
                                       ------------

3.2  Provision of Samples to Centocor.

     In the event that Centocor requests samples of the Drug Substance and/or
     supplies of in-process materials for testing and/or storage, they will be
     shipped by CBSI to Centocor under the shipping conditions specified in the
     SOP for shipping the Drug Substance.

3.3  Expiry dating.

     CBSI will issue the expiration date for the Drug Substance based upon its
     currently approved shelf life. The expiry date will be printed in the
     format MMMYY for each batch of Product, e.g., Mar 99. The approved
     abbreviations are:

                                       2

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
     JAN = January;             FEB = February;           MAR = March;
     APR = April;               MAY = May;                JUN = June;
     JUL = July;                AUG = August;             SEP = September;
     OCT = October;             NOV = November;           DEC = December.

3.4  Packaging Specification

     Labeling and packaging of Drug Substance will comply with the Batch Record,
     SOPs and as provided in Section 5.5 of the Agreement.

4.   Quality Responsibilities

4.1  Process deviations.

     Any major unplanned deviations in Manufacture learned by CBSI after
     occurrence at the CBSI facilities shall be reported to Centocor's
     Authorized Quality Representative immediately. This includes non-conforming
     test results. CBSI will provide Centocor's Authorized Quality
     Representative a copy of all major deviations immediately via facsimile.
     Centocor will make every reasonable effort to review a temporary change
     request or quality deviation within five working days, either giving
     approval or disapproval to proceed to CBSI or requesting additional
     information. Centocor QA will review all deviations as part of the release
     process. The resolutions of the deviations must be approved by Centocor's
     Authorized Quality Representatives.

4.2  Changes to the Manufacturing Process

     CBSI will not make any material changes relating to the Drug Substance
     without obtaining the Centocor Quality and Operations Representatives'
     prior written approval. A material change is defined as any change that a)
     impacts the regulatory commitments for the Drug Product; b) may require
     revalidation; c) may affect the quality, purity, identity or strength of
     the Drug Product; d) would result in changing or modifying Centocor's or
     CBSI's Specifications, test methods, SOPs or Batch worksheet relating to
     the Drug Substance and/or (e) that is otherwise listed in Section 11 of the
     Agreement. Centocor will have access to all documentation upon request.

4.3  Changes to Quality Requirements

     These Quality Requirements or any part of them may be changed by the signed
     and dated written agreement of the Parties, such Parties to include from
     Centocor the Centocor Authorized Quality Representatives and the Authorized
     Operations Representatives.

4.4  Quality Review

     CBSI will provide Centocor's Authorized Quality Representative with a
     written annual summary of the Manufacture of the Drug Substance in a format
     acceptable to Centocor to assess compliance with Specifications at end of
     shelf life.

                                        3

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
4.5    Documentation

4.5.1  Transmission of documentation.

       CBSI will send the appropriate Batch documentation and a certificate of
       analysis for the Batch to the Centocor Authorized Quality Representative
       for review within five business days after CBSI approval of the
       Manufacture of the Batch. The documentation will include the data from
       the sterility test, Quality Control testing, Batch Records and all
       relevant deviations or investigations as applicable.

4.5.2  Statement of release.

       Upon release of a Batch, the Centocor Authorized Quality Representative
       will provide CBSI with a Release statement.

4.5.3  Retention of records.

       Records relating to Manufacture shall be maintained by CBSI in accordance
       with Section 12.3 of the Agreement.

4.5.4  Approval of CBSI documentation.

       CBSI will provide its own SOPs, manufacturing and testing documentation
       which will be approved by Centocor's Authorized Quality and Operation
       Representatives before use by CBSI in the Manufacture. All CBSI SOPs
       relating to the Manufacture of Drug Substance will be made available to
       Centocor for inspection and copying upon request by Centocor.

4.6    Access by Centocor Representative

       Upon Centocor's request, CBSI will permit Centocor to have one or more
       representatives present in the Facility to observe Manufacture of Drug
       Substance in accordance with Section 12 of the Agreement.

4.7    Performance of Quality Audits.

       CBSI will also permit Centocor's Authorized Quality Representatives to
       enter CBSI's Facility upon reasonable notice and at reasonable intervals
       during regular business hours for the purpose of performing quality
       audits of the facilities used in the Manufacture, storage, analysis and
       shipping of the Drug Substance, in accordance with and as otherwise
       provided in Section 12 of the Agreement.

5.     Shipping and Transport of Product.

       CBSI will pack Drug Substance according to Centocor's approved
       Specifications and SOPs and label the shipping container with Drug
       Substance name, lot number, container number, manufacturing date and
       expiration date. CBSI will ship Drug Substance according to procedures
       that are approved by Authorized Quality and Operation Representatives of
       Centocor. Shipping must be arranged so that delivery occurs during normal
       working hours on Monday, Tuesday, Wednesday or Thursday,

                                       4

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
       unless previously agreed to in writing by an authorized representative of
       Centocor's Worldwide Operations Group. Shipping will be by road in a
       dedicated refrigerated truck when the destination is within the United
       States of America. To other destinations, shipping will be by air and in
       approved packaging. XXXXXX

6.     Regulatory Inspections

6.1    Notification of regulatory inspections.

       CBSI will notify Centocor and Centocor will notify CBSI immediately of
       any regulatory inspections that involve Drug Substance. Both Parties will
       notify each other of any issues that affect regulatory approval, filings,
       or continued supply of Drug Substance. If desired by Centocor, an
       Authorized Quality Representative may attend any regulatory inspection
       that applies to Drug Substance.

6.2    Review of regulatory findings.

       CBSI agrees that Centocor may review and approve on all regulatory
       filings or communications between CBSI and a regulatory agency that
       directly affect Centocor's Drug Substance or Drug Product Registration.

6.3    Regulatory Agency access to Facility.

       CBSI will allow access to its Facility to a regulatory agency in
       accordance with Section 13 of the Agreement.

7.     Term and Termination

       These Quality Requirements shall begin on the Effective Date of the
       Agreement and will remain in force throughout the duration of the
       Agreement. If the Agreement is terminated for any reason, those articles
       required by cGMP will remain in force for the time stipulated, unless
       otherwise agreed in writing between the Authorized Quality
       Representatives.

8.     Communication

       All communication affecting the Quality Requirements shall be between the
       Authorized Quality Representatives, except as otherwise stated in the
       Agreement.

                                       5

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
9.     Conflict Resolution

       Any disputes or conflicts relating to these Quality Requirements will be
       resolved by CBSI and Centocor Authorized Quality Representatives in a
       timely and equitable manner and in compliance with all applicable
       Regulatory Requirements and in accordance with cGMP. Such resolutions
       shall be in writing and will be signed by a CBSI and Centocor Authorized
       Representatives. If any issue remains unresolved for more than 30 days,
       the senior corporate representatives from each Party will meet to resolve
       the issue. If resolution remains unattainable for an additional 30 days,
       then the issue will be resolved in accordance with Section 29.2 of the
       Agreement.

                                       6

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                       7

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                                 Attachment 2
                   Method of Manufacture for Drug Substance

Drug Substance will be Manufactured according to Batch records written by CBSI 
and approved by Centocor. Other Production documents required for Manufacture 
include but are not limited to those set forth in XXXXXX

                                       8

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                                 Attachment 3
                   Authorized Representatives of the Parties

The following represents the list of people allowed to approve changes to these 
Quality Requirements ("Authorized Representatives"). Any change must be signed 
by at least one Centocor Authorized Quality Representative and one Centocor 
Authorized Operation Representative.

CENTOCOR
--------

Centocor Quality Representatives
--------------------------------

XXXXXX
XXXXXX
XXXXXX

Centocor Authorized Representatives
-----------------------------------

XXXXXX
XXXXXX
XXXXXX

Centocor Operations Representatives
-----------------------------------

XXXXXX
XXXXXX
XXXXXX


XXXXXX
XXXXXX
XXXXXX

                                       9

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
CBSI
----


CBSI Quality Representatives
----------------------------

XXXXXX
XXXXXX

CBSI Authorized Representatives
-------------------------------

XXXXXX
XXXXXX


CBSI Operation Representatives
------------------------------

XXXXXX
XXXXXX
XXXXXX

XXXXXX
XXXXXX
XXXXXX

                                      10

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                      11

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                                      12

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                              ***CONFIDENTIAL ***

XXXXXX

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                              ***CONFIDENTIAL ***

XXXXXX

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                              ***CONFIDENTIAL***

XXXXXX

                                                                     [signature]
                                                                 ---------------
                                                                       Signature


                       ***FOR INFORMATIONAL USE ONLY***

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
                                 Attachment 6
                     Storage Conditions for Drug Substance



According to approved Centocor procedures.

                                      13

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

                       Confidential Treatment Requested
<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

/s/ MPR - JCS      /s/ VBL
          ----         ----
          JCS          VBL

                       Confidential Treatment Requested

<PAGE>

THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY (XXXX); AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
 
XXXXXX

/s/ MPR - JCS      /s/ VBL
          ----         ----
          JCS          VBL

                       Confidential Treatment Requested