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                                                           EXHIBIT 10.95a




                          WAIVER AND CONSENT AGREEMENT

         This Waiver and Consent Agreement is entered into this 8th day of May
1998 by and among Intercardia, Inc., a Delaware corporation ("Intercardia"),
Transcell Technologies, Inc., a Delaware corporation ("Transcell") and
Interneuron Pharmaceuticals, Inc., a Delaware corporation ("Interneuron").

         WHEREAS, Intercardia, Transcell and Interneuron entered into that
certain Agreement and Plan of Merger (the "Merger Agreement") dated March 2,
1998; and

         WHEREAS, Intercardia, Transcell and Interneuron desire to enter into
this Agreement in order to reflect certain consents, waivers and agreements
prior to the Closing;

         NOW, THEREFORE, in consideration of the mutual premises and agreements
contained herein and other consideration, the value and sufficiency of which is
hereby agreed and acknowledged by each party, the parties agree as follows:

         Section  7.14 of the Merger Agreement is hereby amended to read in its
                  entirety as follows:

                  "7.14 SEC Filings and Transaction Costs. Intercardia,
                  Interneuron and Transcell shall cooperate to assist
                  Intercardia in preparing and filing an Intercardia
                  registration statement (including the Statement) with the SEC.
                  Each party shall pay its own legal, accounting, valuation and
                  other costs associated with this transaction, but any
                  transaction costs incurred by Transcell which are not paid
                  prior to Closing will be paid by or reimbursed by Interneuron.
                  Interneuron shall fund all of Transcell's operating costs
                  through Closing, provided however, without Interneuron's
                  approval, Interneuron's cumulative average monthly net funding
                  requirements from October 1, 1997 until Closing shall not
                  exceed $700,000 per month plus any payments made for costs
                  incurred in connection with this Merger. Any excess (the
                  "Excess Accounts Payable") in Transcell's open accounts
                  payable over $463,497.01 (the "Capital Lease Amount") that has
                  not been paid within thirty days of the invoice date,
                  calculated in accordance with GAAP will serve to reduce the
                  amount of book cash balance to be wired to Interneuron at or
                  prior to Closing. Any and all payments due on all other
                  Transcell liabilities shall be paid when due and shall be
                  current as of Closing. Interneuron shall reimburse Intercardia
                  for any actual amounts which, as of





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                  Closing, exceed these accounts payable and liability
                  provisions, and Intercardia shall reimburse Interneuron
                  for the amount, if any, by which the Capital Lease Amount
                  exceeds the actual amount of Transcell open accounts payable
                  as of Closing that have not been paid within thirty days of
                  the invoice date."

                  Subject to the terms and conditions hereof, Intercardia hereby
                  waives the conditions to its obligations to effect the Merger
                  set forth in Sections 8.2(b) and (h) with respect to the
                  obligation of Transcell to perform its obligation under the
                  fourth sentence of Section 7.14 of the Merger Agreement, to
                  the extent set forth in Section 1 hereof.

                  In consideration of the consents, waivers and agreements
                  contained herein, Transcell and Interneuron agree that
                  Transcell shall not, prior to the Closing, obtain additional
                  financing on fixed assets in the amount of the Capital Lease
                  Amount, which the parties previously contemplated that
                  Transcell would obtain.

                  The parties acknowledge that Transcell has wire transferred
                  its book cash balance as of the close of business of May 7,
                  1998 less the Excess Accounts Payable (approximately $13,000)
                  to Interneuron.

                  Each of Intercardia and Interneuron agrees to cooperate to
                  make payments to the other to adjust any amounts or
                  obligations hereunder to actual amounts as soon as practicable
                  but in no event later than 60 days after the date hereof,
                  unless otherwise agreed in writing by Interneuron and
                  Intercardia. Furthermore, the parties agree to cooperate with
                  one another to effect the purposes of this Agreement,
                  including with respect to the matters set forth on a schedule
                  relating to the subject matter of this Agreement previously
                  prepared by the parties.

                  All capitalized terms used and not otherwise defined herein
                  shall have the respective meanings set forth in the Merger
                  Agreement.




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         IN WITNESS WHEREOF, the undersigned have executed this Waiver and
Consent Agreement as of the date first set forth above.


                                           INTERCARDIA, INC.



                                           /s/ Clayton I. Duncan
                                           ---------------------------
                                               Clayton I. Duncan
                                               President and
                                               Chief Executive Officer

                                           TRANSCELL TECHNOLOGIES, Inc.



                                           /s/ Glenn L. Cooper
                                           ---------------------------
                                               Glenn L. Cooper
                                               President and
                                               Chief Executive Officer

                                           INTERNEURON PHARMACEUTICALS, INC.



                                           /s/ Thomas Farb
                                           ---------------------------
                                               Thomas Farb
                                               Executive Vice President and
                                               Chief Executive Officer