EXHIBIT 4.39
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                                  28 March 2002



                     BIOGLAN PHARMA PLC (In Administration)

                                       AND


                            CeNeS PHARMACEUTICALS PLC

                                       AND


                           CeNeS DRUG DELIVERY LIMITED

                                       AND


                                  CeNeS LIMITED

                                       AND

                              DAVID KENNETH DUGGINS



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                       DEED OF SETTLEMENT AND TERMINATION

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THIS DEED is made the 28th day of March 2002 between:

(1)      BIOGLAN PHARMA PLC (In Administration), a Company incorporated in
         England and Wales (registered number (01779870)) whose registered
         office is c/o Arthur Andersen, 180 Strand, London WC2R 2NT ("Bioglan");

(2)      CeNeS PHARMACEUTICALS PLC a company incorporated in Scotland
         (registered number SC166791) whose registered office is at Riverside
         Way, Riverside Business Park, Irvine, Ayrshire, KA11 5DJ ("CeNeS Plc");

(3)      CeNeS DRUG DELIVERY LIMITED a company incorporated in Scotland
         (registered number SC131764) whose registered office is at Riverside
         Way, Riverside Business Park, Irvine, Ayrshire, KA11 5DJ of ("CDD");

(4)      CeNeS LIMITED a company incorporated in England and Wales (registered
         number (3078451)) whose registered office is at Compass House, Vision
         Park, Chivers Way, Histon, Cambridge CB4 82R ("CeNeS"); and

(5)      David Kenneth Duggins of Arthur Andersen, 180 Strand, London WC2R 2NT
         (the "Administrators")

WHEREAS

(A)      Bioglan for itself and on behalf of its Affiliates and CeNeS entered
         into a development and licence agreement dated 31 January 2000
         ("Fentanyl One") relating to the use of Bioglan's sublingual aerosol
         containing Fentanyl as extended in a licence agreement dated 17 April
         2000 ("Fentanyl Two");

(B)      CDD and Bioglan for itself and on behalf of its Affiliates entered into
         a development and licence agreement dated 17 April 2000 relating to
         CDD's product, Moraxen(TM), as extended in a variation letter dated 17
         August 2001 (together the "Moraxen Licence");

(C)      Bioglan for itself and on behalf of its Affiliates and CeNeS entered
         into a development and licence agreement dated 17 April 2000 relating
         to Bioglan's drug delivery systems Biosphere(TM), Dermastick(TM) and
         ES-Gel(TM) (the "Drug Delivery Licence");

(D)      CDD and Bioglan for itself and on behalf of its Affiliates entered into
         a development and licence agreement dated 17 April 2000 relating to
         CeNeS's drug delivery system, Depocore(TM), (the "Depocore Licence");



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(E)      The Parties entered into subscription agreements dated 31 January and
         17 April 2000 under which Bioglan subscribed for a total of 8,965,866
         (eight million, nine hundred and sixty-five thousand, eight hundred and
         sixty-six) ordinary shares (the "Shares") in CeNeS (the "Subscription
         Agreements");

(F)      The respective parties now wish to terminate the Agreements (as defined
         below) upon the terms and subject to the conditions set out in this
         Deed;

(G)      On 21 February 2002 Bioglan was placed into Administration and the
         Administrators were appointed to manage its affairs, business and
         property pursuant to section 8 of the Insolvency Act 1986.

THIS DEED WITNESSETH AS FOLLOWS:

1        DEFINITIONS AND INTERPRETATION

1.1      "Agreements" shall mean the Fentanyl One Licence, the Fentanyl Two
         Licence, the Moraxen Licence, the Drug Delivery Licence, the Depocore
         Licence and the Subscription Agreements;

1.2      "Affiliate" shall mean a person, company or legal entity which is
         controlled by or controls either of the Parties (by majority ownership
         or otherwise). For the purposes hereof, "control" shall mean the power
         to direct or cause the direction of the management and the policies of
         an entity, whether through the ownership of a majority of the
         outstanding voting securities or by contract or otherwise;

1.3      "Code" shall mean the City Code on Takeovers and Mergers;

1.4      "Controlled Period" shall mean the period from the date of this Deed
         until 31 December 2002;

1.5      "Effective Date" shall mean 28 March 2002.

2        TERMINATION OF FENTANYL ONE LICENCE AND FENTANYL TWO LICENCE

2.1      The Fentanyl One Licence and the Fentanyl Two Licence are hereby
         terminated and notwithstanding article 12.6 of Fentanyl One and article
         12.6 of the Fentanyl Two Licence and save as set out below shall cease
         to have any further force or effect and all rights to the Product (as


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         defined in the Fentanyl One Licence) shall revert absolutely and
         irrevocably to Bioglan. Bioglan and CeNeS hereby irrevocably waives any
         right each party may have against the other for breach of the terms of
         either the Fentanyl One Licence or the Fentanyl Two Licence. For the
         avoidance of doubt Bioglan hereby irrevocably waives any right it may
         have to receive payment of the sums set out in articles 7.1.2, 7.1.3
         and 7.1.4 of the Fentanyl One Licence and CeNeS shall cease to have the
         benefit of the licence grant set out in Clause 2.1 of the Fentanyl One
         Licence.

2.2      The provisions of articles 8.1 and 10 of the Fentanyl One Licence shall
         survive termination of the Fentanyl One Licence and articles 8.1 and 10
         of the Fentanyl Two Licence shall survive the termination of the
         Fentanyl Two Licence.

2.3      Both Parties shall return all confidential information received from
         the other party within 90 (ninety) days of the Effective Date in
         accordance with article 12.6 of the Fentanyl One Licence and article
         12.6 of the Fentanyl Two Licence.

3        TERMINATION OF THE MORAXEN LICENCE

3.1      The Moraxen Licence is hereby terminated and notwithstanding article
         12.6 of the Moraxen Licence and save as set out below, shall cease to
         have any further force or effect and all rights to the Product (as
         defined in the Moraxen Licence) shall revert absolutely and irrevocably
         to CDD. Bioglan and CDD hereby irrevocably waives any rights each party
         may have against the other for breach of the terms of the Moraxen
         Licence. For the avoidance of doubt the grant of the rights set out in
         paragraph 3 of the variation letter dated 17 April 2001 (the "Variation
         Letter") by CDD to Bioglan shall be unconditionally surrendered by
         Bioglan.

3.2      Bioglan shall comply with its obligations pursuant to article 12.5.1 of
         the Moraxen Licence which obligation shall survive termination of the
         Moraxen Licence and Bioglan shall cease to have the benefit of the
         licence grant set out in Clause 3.1 of the Moraxen Licence.

3.3      Bioglan shall immediately terminate any sub licence (to the extent not
         already terminated) granted pursuant to the Moraxen Licence.

3.4      The provisions of article 10 (for the period of 10 (ten) years from the
         Effective Date) of the Moraxen Licence shall survive the termination of
         the Moraxen Licence.


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3.5      Both Parties shall return all confidential information received from
         the other party within 90 (ninety) days of the date of this Deed in
         accordance with article 12.6 of the Moraxen Licence.

4        TERMINATION OF THE DRUG DELIVERY LICENCE

4.1      The Drug Delivery Licence is hereby terminated and notwithstanding
         article 13.6 of the Drug Delivery Licence and save as set out below
         shall cease to have any further force or effect and all rights to the
         Product (as defined in the Drug Delivery Licence) shall revert
         absolutely and irrevocably to Bioglan. Bioglan and CeNeS hereby
         irrevocably waives any rights each party may have against the other for
         breach of the terms of the Drug Delivery Licence and CeNeS shall cease
         to have the benefit of the licence grant set out in Clause 3.1 of the
         Drug Delivery Licence.

4.2      The provisions of articles 9.1 and 11 of the Drug Delivery Licence
         shall survive the termination of the Drug Delivery Licence, where
         relevant, for the periods set out therein.

4.3      Both Parties shall return all confidential information received from
         the other party within 90 (ninety) days of the Effective Date in
         accordance with article 13.6 of the Drug Delivery Licence.

5        TERMINATION OF THE DEPOCORE LICENCE

5.1      The Depocore Licence is hereby terminated and notwithstanding article
         13.6 of the Depocore Licence and save as set out below shall cease to
         have any further force or effect and all rights of the Product (as
         defined in the Depocore Licence) shall revert absolutely and
         irrevocably to CDD. Bioglan and CDD hereby irrevocably waives any
         rights each party may have against the other for breach of the terms of
         the Depocore Licence and Bioglan shall cease to have the benefit of the
         licence grant set out in Clause 3.1 of the Depocore Licence.

5.2      The provisions of articles 9.1 and 11 of the Depocore Licence shall
         survive the termination of the Depocore Licence, where relevant, for
         the periods set out therein.

5.3      Both Parties shall return all confidential information received from
         the other party within 90 (ninety) days of the date of this Deed in
         accordance with article 13.6 of the Depocore Licence.



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6        TERMINATION OF THE SUBSCRIPTION AGREEMENTS

6.1      The Subscription Agreements are hereby terminated and shall cease to
         have any further force and effect and Bioglan and CeNeS plc hereby
         irrevocably waives any rights each party may have against the other for
         breach of the terms of the Subscription Agreements.

6.2      The provisions of Clause 7 below shall apply to the Shares subscribed
         for pursuant to the Subscription Agreements.

7        RESTRICTION ON SALES OF THE SHARES

7.1      Bioglan undertakes and agrees with CeNeS plc that during the Controlled
         Period Bioglan will not dispose or agree to dispose of any interest in
         all or any of the Shares except by means of a sale or transfer of such
         Shares through CeNeS plc's stockbrokers as notified by CeNeS plc from
         time to time. If CeNeS plc's stockbrokers fail to offer competitive
         prices or commission rates within 5 business days of Bioglan notifying
         them of a desire to sell, Bioglan may sell via another bona fide
         stockbroker acting in good faith (the "Alternative Broker") upon
         notifying CeNeS plc of the price and quantity of Shares to be sold
         subject always to CeNeS's stockbroker electing to match the price and
         commission rate which Bioglan can achieve through the Alternative
         Broker.

7.2      The restriction contained in Clause 7.1 shall not apply to any of the
         following:-

         7.2.1    an acceptance by Bioglan of a general offer for the share
                  capital of CeNeS made in accordance with the Code or otherwise
                  where such offer relates to the entire issued share capital of
                  CeNeS other than any Shares held by the offeror or persons
                  acting in concert with the offeror for the purposes of the
                  Code in relation to such offer; or

         7.2.2    any compromise or arrangement under Section 425 of the
                  Companies Act 1985 providing for the acquisition by any person
                  (or group of persons acting in concert) of 50 per cent. or
                  more of the equity share capital of CeNeS; or

         7.2.3    any scheme of reconstruction under Section 110 of the
                  Insolvency Act 1986 in relation to CeNeS; or

         7.2.4    the execution by Bioglan of an irrevocable commitment to
                  accept a general offer for the whole of the issued equity
                  share capital of CeNeS plc (other than any equity share


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                  capital held by the offeror or persons acting in concert with
                  the offeror for the purposes of the Code in relation to such
                  offer).

PROVIDED ALWAYS THAT any disposals pursuant to Clause 7.2 shall be notified in
advance to CeNeS plc in writing.

8        CAPACITY OF ADMINISTRATORS

8.1      This Deed is signed by the Administrators in their capacity as agents
         of Bioglan. The parties agree that the Administrators shall incur no
         personal liability whatsoever under the terms of this Deed.

9        NOTICES

9.1      Any notice or other document given under this Agreement shall be in
         writing in the English language and shall be given by hand or sent by
         prepaid airmail, by facsimile transmission or e-mail to the address of
         the receiving Party as set out in Clauses 20.3 below unless a different
         address or facsimile number has been notified to the other in writing
         for this purpose.

9.2      Each such notice or document shall:

         9.2.1    if sent by hand, be deemed to have been given when delivered
                  at the relevant address;

         9.2.2    if sent by prepaid airmail, be deemed to have been given seven
                  (7) days after posting; and

         9.2.3    if sent by facsimile transmission be deemed to have been given
                  when transmitted provided that a confirmatory copy of such
                  facsimile transmission shall have been sent by prepaid airmail
                  within 24 (twenty four) hours of such transmission.

9.3      CeNeS's address for services of notices and other documents shall be:

         Compass House
         Vision Park
         Chivers Way
         Cambs CB4 9ZR

         For the Attention of the Company Secretary


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         Fax No:  01223 266467

         CeNeS Plc's address for services of notices and other documents shall
         be:

         Riverside Way
         Riverside Business Park
         Irvine
         Ayrshire
         KA11 5DJ

         For the Attention of the Company Secretary
         Fax No:  01223 266467

         CeNeS Drug Delivery Limited address for services of notices and other
         documents shall be:

         Riverside Way
         Riverside Business Park
         Irvine
         Ayrshire
         KA11 5DJ

         For the Attention of the Company Secretary
         Fax No:  01223 266467

         Bioglan's address for service of notices and other documents shall be:

         c/o David Kenneth Duggins
         Arthur Andersen
         180 Strand
         London WC2R 2NT

         Fax No:  020 7438 3771

         Administrators address for service of notices and other documents shall
         be:

         David Kenneth Duggins
         Arthur Andersen
         180 Strand
         London WC2R 2NT

         For the Attention of David Kenneth Duggins
         Fax No:  020 7438 3771



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10       PUBLICITY

10.1     Each party agrees that the terms and conditions of this Deed shall be
         treated as confidential information and that no reference hereto shall
         be made without the prior written consent of the other Party (which
         consent shall not be unreasonably withheld or delayed) except (i) as
         required by applicable disclosure laws, including the rules and
         regulations of any Stock Exchange or regulatory body relevant to the
         disclosing party (ii) to its accountants, banks, financing sources,
         lawyers and other professional advisers in connection with this
         Agreement, provided that such party undertakes in writing (or is
         otherwise bound by rules of professional conduct) to keep such
         information strictly confidential, (iii) as necessary in connection
         with the enforcement of this Agreement between the parties, or (iv)
         pursuant to joint press releases of the parties prepared in good faith,
         or (v) as required by statute, or (vi) in the proper performance of the
         Administrators' duties and obligations as Administrators of Bioglan.

11       AMENDMENT

11.1     No modification or amendment of this Agreement shall be valid or
         binding upon the Parties unless made in writing and duly executed on
         behalf of the Parties.

12       GOVERNING LAW

12.1     This Deed shall be construed under and interpreted pursuant to the Laws
         of England.

12.2     The Parties hereto irrevocably submit to the exclusive jurisdiction of
         the Courts of England in relation to any dispute arising under or
         pursuant to the terms of this Deed.

AS WITNESS the words of the parties or their duly authorised representatives the
day and year first above written.


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Executed as a DEED                 )
for and on behalf of               )        /s/ David Duggins
BIOGLAN PHARMA PLC                 )        David Duggins
(In Administration)                )
by its Administrators              )        /s/ Ian Best
                                            Ian Best



Executed as a DEED                 )
for and on behalf of               )        /s/ Neil Clark
CeNeS PHARMACEUTICALS PLC          )        Director


                                            /s/ Authorized Signatory
                                            Director / Secretary



Executed as a DEED                 )
for and on behalf of               )        /s/ Neil Clark
CeNeS DRUG DELIVERY LIMITED        )        Director


                                            /s/ Authorized Signatory
                                            Director / Secretary



Executed as a DEED                )
for and on behalf of              )        /s/ David Kenneth Duggins
CeNeS LIMITED                     )        Director

                                           /s/ Authorized Signatory
                                           Director / Secretary

SIGNED, SEALED AND DELIVERED      )
by David Kenneth Duggins          )        /s/ David Kenneth Duggins
                                  )        David Kenneth Duggins


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