<PAGE>

                                                                   Exhibit 10.10

     Confidential Materials omitted and filed separately with the
    Securities and Exchange Commission. Asterisks denote omissions.

                    EXCLUSIVE LICENSE AND KNOW-HOW AGREEMENT
                                   NO. L99037

by and between the undersigned:

         LE CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE, national public
         scientific and technological institution, whose head office is at 3 Rue
         Michel Ange, 75794 PARIS Cedex 16, herein represented by its Executive
         Director, Catherine BRECHIGNAC (hereinafter called the "CNRS")

and

         L'UNIVERSITE LOUIS PASTEUR STRASBOURG 1, public scientific and
         professional institution, whose head office is at 4 Rue Blaise Pascal,
         67070 Strasbourg Cedex, herein represented by its president, Jean-Yves
         MERINDOL (hereinafter designated the "UNIVERSITY")

         CNRS and the UNIVERSITY being hereinafter designated together as the
         "INSTITUTIONS"

         the INSTITUTIONS herein acting in their own name and on behalf of the
         Laboratoire de Chimie Bioorganique, URA No. 1386 CNRS/UNIVERSITE LOUIS
         PASTEUR-STRASBOURG 1, and the Integrated and Cellular Neurophysiology
         Laboratory, URA No. 1446 CNRS/UNIVERSITE LOUIS PASTEUR-STRASBOURG 1
         (hereinafter designated the "LABORATORIES").

                                                         party of the first part

AND

         BIOSPHERE MEDICAL INC., corporation registered in the UNITED STATES in
         the State of Massachusetts, whose head office is at 111 Locke Drive,
         Marlborough, MA 01752, United States, herein represented by its
         President and Chief Executive Officer Jean-Marie VOGEL, (hereinafter
         designated "BIOSPHERE MEDICAL INC.").

                                                       party of the second part.

         The INSTITUTIONS and BIOSPHERE MEDICAL INC are hereinafter designated
         together as the "PARTIES".


<PAGE>


          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

         WHEREAS:

         The INSTITUTIONS and I.B.F. BIOTECHNICS signed a license agreement No.
         L90128 on November 26, 1990 for the use of Patents and Know-how in
         order to manufacture and sell the Products in the Domain, as these
         terms are defined in License Agreement L90128.

         I.B.F. BIOTECHNICS has changed its corporate name and is now called
         BIOSEPRASA, business corporation with capital of FRF 21,300,000,
         registered in the Registry of Business Names and Corporations of
         Nanterre under No. B 331 502 641, whose intra-community VAT No. is FR
         12 331 502 641 and whose head office is at 35 Avenue Jean Jaures, 92390
         Villeneuve La Garenne. Until May 17, 1999, BIOSEPRA-SA was a subsidiary
         of BIOSPHERE MEDICAL INC. when it became a subsidiary of Life
         Technologies, a corporation registered in the USA.

         BIOSEPRA-SA, BIOSPHERE MEDICAL INC and the INSTITUTIONS have agreed to
         amend the terms of license L90128.

         BIOSEPRA-SA, BIOSPHERE MEDICAL INC and the INSTITUTIONS have agreed
         that license L90128 will be cancelled by mutual consent and replaced by
         two licenses:
         -    License No. L99036, granted to BIOSEPRA-SA, for the working of the
              PATENTS OF THE AGREEMENT and the KNOW-HOW OF THE AGREEMENT,
              limited solely to the use of TRANSFECTAM, in all domains excluding
              medical.
         -    License No. L99037, granted to BIOSPHERE MEDICAL INC for the
              working of the PATENTS OF THE AGREEMENT and the KNOW-HOW OF THE
              AGREEMENT only in the medical domain (excluding in particular the
              domain of research reagents).

         Finally, it was agreed that CNRS, starting with the coming into force
         of this agreement, would resume at its expense the management and
         industrial property fees relative to the PATENTS OF THE AGREEMENT.

         ACCORDINGLY, THE PARTIES HERETO HAVE AGREED TO THE FOLLOWING:

         Preliminary Clause - DEFINITIONS

              PATENTS OF THE AGREEMENT means:
              - the French patent application filed on [**] under no. [**],
                entitled "[**]" in the name of [**], citing as inventors[**] and
                [**],
              - the French patent application filed on [**] under no. [**],
                entitled "[**]" in the name of [**], citing as inventors [**]
                and [**],
              - and the extensions abroad of the French patent applications
                cited above, the French and foreign patents corresponding to
                these applications, and the later complementary certificates of
                protection.
              A list of the PATENTS OF THE AGREEMENT appears in Schedule 1 to
              this Agreement.


                                       2
<PAGE>

              DATE OF COMING INTO FORCE means the last signature date of this
              Agreement.

              DATE OF FIRST MARKETING means the date on which a PRODUCT OF THE
              AGREEMENT is first marketed.

              DISTRIBUTORS means all corporations or legal entities acting on
              their own behalf and for their personal account as purchasers of
              PRODUCTS OF THE AGREEMENT packaged or not for their resale.

              DOMAIN OF THE CONTRACT means the applications of the PRODUCTS OF
              THE AGREEMENT only in the medical domain (specifically excluding
              the domain of research reagents).

              PARTIES means the INSTITUTIONS and BIOSPHERE MEDICAL INC.

              PRODUCTS OF THE AGREEMENT means all products implementing some or
              all of the PATENTS OF THE AGREEMENT and/or KNOW-HOW OF THE
              AGREEMENT or which could not be developed, used, fabricated or
              marketed without using some or all of the KNOW-HOW OF THE
              AGREEMENT and/or infringing some or all of the PATENTS OF THE
              AGREEMENT.

              KNOW-HOW OF THE AGREEMENT means a set of technical information,
              whether written, graphic or oral, whatever medium used, acquired
              by the LABORATORIES during their research until the DATE OF COMING
              INTO FORCE, and concerning the application of the invention that
              is the subject of the PATENTS OF THE CONTRACT.

              SUB-LICENSEE means any third party that has obtained from
              BIOSPHERE MEDICAL INC a license to develop, use, manufacture or
              market the PRODUCTS OF THE AGREEMENT in the DOMAIN OF THE
              AGREEMENT.

              TERRITORY OF THE AGREEMENT means the whole world.

              TRANSFECTAM means a lipopolyamine used as a transfection agent
              marketed by BIOSEPRA-SA under the registered trade name
              Transfectam.

              NET SALES means the gross amounts invoiced by BIOSPHERE MEDICAL
              INC to its customers, including the DISTRIBUTORS, for the sales of
              the PRODUCTS OF THE AGREEMENT, after deduction of the usual
              commercial discounts, balances resulting from returns of the
              PRODUCTS OF THE AGREEMENT, sales, purchase, import and value added
              taxes and transport costs.

              The plural may be understood to refer to the singular and
              vice-versa.



                                       3
<PAGE>

         Section 1 - SUBJECT, NATURE AND SCOPE OF THE AGREEMENT

         1.1  By this agreement, the INSTITUTIONS grant BIOSPHERE MEDICAL INC,
              which accepts, an exclusive license for the PATENTS OF THE
              AGREEMENT and the KNOW-HOW OF THE AGREEMENT in the TERRITORY OF
              THE AGREEMENT for the development, use, manufacture and marketing
              of the PRODUCTS OF THE AGREEMENT within the DOMAIN OF THE
              AGREEMENT.

              BIOSPHERE MEDICAL INC agrees not to work the PATENTS OF THE
              AGREEMENT and the KNOW-HOW OF THE AGREEMENT outside the TERRITORY
              OF THE AGREEMENT or the DOMAIN OF THE AGREEMENT.

         1.2  The license granted under 1.1 of this agreement is accompanied by
              granting by the INSTITUTIONS to BIOSPHERE MEDICAL INC the right to
              sub-license the PATENTS OF THE AGREEMENT and the KNOW-HOW OF THE
              AGREEMENT to SUB-LICENSEES for the development, use, manufacture
              and marketing of the PRODUCTS OF THE AGREEMENT in the TERRITORY OF
              THE AGREEMENT and DOMAIN OF THE AGREEMENT.

         1.3  Exclusivity means that the INSTITUTIONS agree not to grant another
              license on the PATENTS OF THE AGREEMENT and the KNOW-HOW OF THE
              AGREEMENT for the working of the PRODUCTS OF THE AGREEMENT in the
              DOMAIN OF THE AGREEMENT and in the TERRITORY OF THE AGREEMENT. The
              INSTITUTIONS however retain the right to use the PATENTS OF THE
              AGREEMENT and the KNOW-HOW OF THE AGREEMENT for research purposes
              and to work them directly.

         Section 2 - TERM

         2.1  This Agreement will come into force on the DATE OF COMING INTO
              FORCE and remain in force except if cancelled early as provided in
              section 14 below:

              2.1.1   In any country where there is no or no longer a PATENT OF
                      THE AGREEMENT (applied for or issued) in force, for 10
                      years after the DATE OF FIRST MARKETING in this country
                      (or for the countries that are members of the European
                      Union, for 10 years after the DATE OF FIRST MARKETING in
                      one of the member countries of the European Union).

                      After the 10-year period, the license will be
                      non-exclusive and free in the countries where there is no
                      or is no longer a PATENT OF THE AGREEMENT in force.

              2.1.2   In countries where there is a PATENT OF THE AGREEMENT in
                      force, for the term of the validity of the said PATENT OF
                      THE AGREEMENT (possibly extended by a Complementary
                      Certificate of Protection or equivalent authorization),
                      when this term exceeds the period provided in 2.1.1.



                                       4
<PAGE>


         2.2  License L90128 is cancelled by mutual consent starting on the date
              of coming into force of license No. L99036 granted to BIOSEPRA-SA.

         Section 3- SUB-LICENSE

         3.1  BIOSPHERE MEDICAL INC may, in application of the stipulations of
              section 1.2 above, grant sub-licenses to SUB-LICENSEES in the
              DOMAIN OF THE AGREEMENT and in the TERRITORY OF THE AGREEMENT on
              condition of having obtained prior written consent from the
              INSTITUTIONS as to the person of the SUB-LICENSEES and the terms
              of the sub-license agreement. Moreover, BIOSPHERE MEDICAL INC
              agrees to convey to the INSTITUTIONS a copy of these sub-license
              agreements within one (1) month of their signing.

         3.2  BIOSPHERE MEDICAL INC will remain responsible to the INSTITUTIONS
              for the execution by its SUB-LICENSEES of all obligations placed
              on BIOSPHERE MEDICAL INC in this agreement.


         Section 4 - TRANSFER OF THE LICENSE AGREEMENT

         4.1  This agreement is entered into INTUITU PERSONAE. Accordingly, it
              is personal, non-assignable and non-transferable subject to any
              sub-licenses granted by BIOSPHERE MEDICAL INC in compliance with
              the stipulations of 1.2 and 3 of this agreement and stipulations
              of 4.2 below.

         4.2  In the case of the take-over, merger, absorption, assignment or
              transfer of BIOSPHERE MEDICAL INC or of its activities to another
              legal entity or any other transformation of BIOSPHERE MEDICAL INC
              seeking to modify the INTUITU PERSONAE characteristics taken into
              account for this Agreement, this Agreement many not be transferred
              or assigned except with the consent of the INSTITUTIONS. This
              consent can only be refused if the INSTITUTIONS justify it in
              writing within thirty (30) days of notification by BIOSPHERE
              MEDICAL INC that the transfer of this agreement would place it in
              a conflict of interest. Without a duly explained refusal within
              thirty (30) days of receipt of notice from BIOSPHERE MEDICAL INC
              informing the INSTITUTIONS of a request to transfer, the consent
              will be deemed granted and the transfer may take place
              automatically.

              In the case of the consent by the INSTITUTIONS, it is now agreed
              that the said legal entity will be, in any event, subject to the
              same obligations as those placed on BIOSPHERE MEDICAL INC in this
              agreement, unless the new parties together agree otherwise.


                                       5
<PAGE>


              A supplement to this agreement between the INSTITUTIONS and the
              said legal entity must be prepared simultaneous to the merger or
              transfer executed with BIOSPHERE MEDICAL INC in which the option
              chosen by the new parties, in compliance with the previous
              paragraph, is set out.

         Section 5 - DELIVERY OF KNOW-HOW

              BIOSPHERE MEDICAL INC acknowledges that it has received the
              KNOW-HOW OF THE AGREEMENT before the DATE OF COMING INTO FORCE.

         Section 6 - WORKING

         6.1  BIOSPHERE MEDICAL INC agrees to work this license and to apply
              diligence to develop, manufacture and sell the PRODUCTS OF THE
              AGREEMENT in the DOMAIN OF THE AGREEMENT and in the TERRITORY OF
              THE AGREEMENT and to find markets, especially by use of serious
              commercial marketing and reasonable advertising efforts.

              BIOSPHERE MEDICAL INC agrees to satisfy the orders it receives by
              delivering the PRODUCTS OF THE AGREEMENT within the shortest
              possible time and to ensure product support.

         6.2  BIOSPHERE MEDICAL INC, without prejudice to what is provided in
              the following paragraph, is prohibited from using for commercial
              promotion purposes the names "Centre National de la Recherche
              Scientifique" or "CNRS" or UNIVERSITE LOUIS PASTEUR - STRASBOURG
              1", any trademark or distinctive sign belonging to the
              INSTITUTIONS and any adaptation of them as well as the name of the
              inventors and of any agent of the INSTITUTIONS without having
              received in advance of any such use the written consent of the
              INSTITUTIONS and, where appropriate, of the individual person
              concerned.

              Only to provide information on the origin of the license, the
              words "CNRS-UNIVERSITY LOUIS PASTEUR-STRASBOURG 1 License" may
              appear on any advertising document, technical or explanatory
              materials related to the PRODUCTS OF THE AGREEMENT. It is the
              responsibility of BIOSPHERE MEDICAL INC to ensure that this
              notice, because of its form or the context in which it is placed,
              cannot be construed as a warranty offered by the INSTITUTIONS
              concerning the PRODUCTS OF THE AGREEMENT.

              BIOSPHERE MEDICAL INC must impose the same obligations on any
              SUB-LICENSEES and DISTRIBUTORS.

         6.3  BIOSPHERE MEDICAL INC hereby acknowledges that it has the
              competence required to use the KNOW-HOW OF THE AGREEMENT and the
              PATENTS OF THE AGREEMENT and to develop, use, manufacture or
              market the PRODUCTS OF THE AGREEMENT.



                                       6
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

         6.4  BIOSPHERE MEDICAL INC will market the PRODUCTS OF THE AGREEMENT
              under its own trade names or those for which it has regularly
              obtained a license. The INSTITUTIONS may not claim any right to
              these trade names or to the clientele of BIOSPHERE MEDICAL INC.
              Any administrative authorization obtained by BIOSPHERE MEDICAL INC
              for the manufacture and/or marketing of the PRODUCTS OF THE
              AGREEMENT will be done on behalf of BIOSPHERE MEDICAL INC or any
              person it designates; the INSTITUTIONS may not, subject to what is
              provided in 6.5 below, claim any right to any of them.

         6.5  Notwithstanding the stipulations of 6.4 above, BIOSPHERE MEDICAL
              INC agrees to convey to the INSTITUTIONS a copy of all
              administration authorizations (including Marketing Authorizations)
              it obtains in order to manufacture and/or market the PRODUCTS OF
              THE AGREEMENT.

         Section 7 - FINANCIAL TERMS AND CONDITIONS

         7.1  In consideration for this agreement, BIOSPHERE MEDICAL INC shall
              pay CNRS on behalf of the INSTITUTIONS the following amounts:

              7.1.1   Royalties

                      DIRECT WORKING

                      In case of direct working, BIOSPHERE MEDICAL INC shall pay
                      CNRS on behalf of the INSTITUTIONS an annual royalty equal
                      to [**] of NET SALES. This royalty is payable on all
                      PRODUCTS OF THE AGREEMENT sold, whatever the country of
                      the TERRITORY OF THE AGREEMENT where the PRODUCTS OF THE
                      AGREEMENT are sold.

                      INDIRECT WORKING

                      In case of indirect working, BIOSPHERE MEDICAL INC shall
                      pay CNRS on behalf of the INSTITUTIONS [**] of the sums of
                      all kinds (lump sums, royalties, guarantee minimums, etc.)
                      received by BIOSPHERE MEDICAL INC from its SUB-LICENSEES,
                      whether these payments are due upon the signing of the
                      sub-license agreements or at later stages of their
                      implementation. The above notwithstanding, the lump sums
                      paid to BIOSPHERE MEDICAL INC by SUB-LICENSEES as part of
                      research and development agreements containing sub-license
                      of PATENTS OF THE AGREEMENT will not be included in the
                      royalty base provided herein.



                                       7
<PAGE>

          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                      In order to avoid any ambiguity, if BIOSPHERE MEDICAL INC
                      were to sell PRODUCTS OF THE AGREEMENT to a third party
                      (including a DISTRIBUTOR), who then resells them, only the
                      sale of BIOSPHERE MEDICAL INC results in the payment of
                      royalties to the INSTITUTIONS (at the rate of [**]), the
                      INSTITUTIONS not collecting any royalty on the resale of
                      the PRODUCTS OF THE AGREEMENT by this third party.

              7.1.2   Guarantee Minimum Annual Royalties

                      a)   Starting in 1999, BIOSPHERE MEDICAL INC guarantees
                           the INSTITUTIONS a minimum annual royalty of [**].

                      b)   BIOSPHERE MEDICAL INC may be released from these
                           guaranteed minimums on condition of its notifying
                           CNRS of its intention at least three months before
                           the planned date of the annual closing of the
                           accounts of BIOSPHERE MEDICAL INC (as provided in
                           Section 8) by registered letter with acknowledgement
                           of receipt. The INSTITUTIONS may then either convert
                           the exclusive license into a non-exclusive license or
                           cancel this agreement by applying the cancellation
                           clauses.

                           In case of conversion of the exclusive license into a
                           non-exclusive license, the guaranteed minimums will
                           not longer be due by BIOSPHERE MEDICAL INC starting
                           on January 1 of the fiscal year after the conversion
                           of the exclusive license into a non-exclusive
                           license.

         7.2  Either PARTY may ask for revision of the financial terms and
              conditions of the license if as a result of economic imbalances
              that it will be the responsibility of the said PARTY to
              demonstrate, the balance of contractual relations has been
              modified to the point of making it prejudicial to execute its
              obligations. As long as the PARTIES have not signed a
              supplementary agreement formalizing their agreement on the amount
              of these revised rates or on the definition of the royalty base,
              the rates and base provided herein remain payable.

         7.3  Any change to the financial conditions of this license must be the
              subject of a complementary agreement.
              Such revision may in no case be retroactive and will only take
              effect starting on January 1 of the year following the change.

         Section 8 - ACCOUNTING - MONITORING OF ROYALTIES

         8.1  BIOSPHERE MEDICAL INC will keep accounting records from which can
              be identified all elements necessary for the accurate evaluation
              of the commercial transactions related to this Agreement.


                                       8
<PAGE>


              BIOSPHERE MEDICAL INC agrees to have this obligation to keep
              appropriate accounting records respected by its SUB-LICENSEES.

              The accounts will end each year on the date on which BIOSPHERE
              MEDICAL INC closes its books for the year, i.e. December 31.

         8.2  Any payment of royalties due under this Agreement will be preceded
              by the sending by BIOSPHERE MEDICAL INC to CNRS of a statement of
              commercial transactions related to this Agreement on which will
              appear:
              -   the number of this License Agreement,
              -   the NET SALES by country for each PRODUCTS OF THE AGREEMENT,
                  as well as the sums of any kinds received by BIOSPHERE MEDICAL
                  INC from its SUB-LICENSEES,
              -   the applicable rate,
              -   the calculation of the sums due to the INSTITUTIONS.

              Such statement of commercial transactions will be sent each year
              to the Service Financier, Delegation du Siege du CNRS, 3 rue
              Michel-Ange, 75794 PARIS Cedex 16 within 30 (thirty) days of the
              closing of the accounts of BIOSPHERE MEDICAL INC.

              The sums due from BIOSPHERE MEDICAL INC must be paid within 35
              (thirty-five) days of the date of the issuing of an invoice by
              CNRS, to the person and the bank address shown below.

              Payments will be made to CNRS by cheque payable to the Agent
              Comptable Principal du CNRS, Paierie Generale Paris - Bank code:
              30091 - Branch Code: 75200 - Account. No. 20003000336- Key 91.
              Cheques are sent to the attention of the Agent Comptable Principal
              du CNRS, 3 rue Michel-Ange - 75794 PARIS Cedex 16.

         8.3  The sums due to the INSTITUTIONS will be paid in French francs (or
              in euros when this currency replaces French francs).

              It should be remembered that the French franc (and other
              currencies of the European Monetary System) will be replaced by
              the euro, sole European currency, in application of the Treaty of
              the European Union.

              As provided by the general principles of currency law, references
              to francs (or other EMS currencies) will then be automatically
              considered references to the euro.

              This substitution will not in itself amend the terms of the
              agreement or waive its execution or give one PARTY the right
              unilaterally to amend or terminate it. It will occur on the date
              and in the conditions defined by community regulations.



                                       9
<PAGE>

         8.4  Where no commercial transaction is performed, BIOSPHERE MEDICAL
              INC must nevertheless send CNRS within 30 (thirty) days of the
              date that BIOSPHERE MEDICAL INC closes its books each year
              indicated in 8.1 above, a statement attesting to the absence of
              any operation during that year and indicating the causes of the
              absence of sales.

         8.5  Any amount not paid by BIOSPHERE MEDICAL INC within the times
              given above will result in interest charged on sums overdue,
              calculated pro rated according to the rules applicable to French
              Public Institutions (which, at the DATE OF COMING INTO FORCE, was
              the current legal interest rate increased by 2 points) without
              prejudice to the right of the INSTITUTIONS to cancel this
              agreement in application of section 14, Cancellation.

         8.6  The sums due by BIOSPHERE MEDICAL INC to CNRS on behalf of the
              INSTITUTIONS will be increased by the legal taxes in force on the
              date they are due, in particular the V.A.T. if applicable.

         8.7  Any accounting will be deemed available to the INSTITUTIONS or a
              representative authorized by them until the date of expiration of
              this agreement extended by 1 (one) year. The INSTITUTIONS will
              have the right to check the accuracy of the royalty accounts of
              BIOSPHERE MEDICAL INC During such a check a public accountant will
              be designated by the INSTITUTIONS and his fees and expenses will
              be paid by the INSTITUTIONS except if there is an adjustment of
              more than 5% (five percent) of the amount of the sums actually
              paid by BIOSPHERE MEDICAL INC as the result of this check, in
              which case the expenses and fees of the public accountant will be
              paid by BIOSPHERE MEDICAL INC.

         8.8  The sums collected by CNRS on behalf of the INSTITUTIONS under
              this agreement in any case belong to it definitively and
              irremediably, and may in no case be restored to BIOSPHERE MEDICAL
              INC. Moreover, any sums remaining due by BIOSPHERE MEDICAL INC on
              the date of expiration or cancellation of this agreement may be
              paid to CNRS on behalf of the INSTITUTIONS.

         Section 9 - NON-DISCLOSURE

         9.1  Each PARTY agrees to keep confidential the scientific and
              technical information belonging to the other PARTY and any
              information of any kind relative to the other PARTY it may learn
              during the pre-contractual negotiations or on the occasion of the
              execution of this Agreement. Each PARTY will not publish or convey
              any or all of the confidential information to third parties except
              with the written consent of the other PARTY.

              BIOSPHERE MEDICAL INC agrees in particular to keep confidential
              and maintain confidential all the knowledge that is conveyed to it
              as part of the KNOW-HOW OF THE AGREEMENT.


                                       10
<PAGE>

              The PARTIES agree to have the same undertaking made by their
              personnel and any person attached to their service in any
              capacity.

              The confidentiality agreements reciprocally binding on the PARTIES
              as provided herein do not apply to the information for which the
              PARTY that receives it can prove:

              a)  that it was disclosed them after obtaining prior written
                  authorization from the other PARTY or the disclosure was made
                  by the other PARTY;

              b)  that it was in the public domain at the time it was conveyed
                  by the other PARTY or that it fell into the public domain
                  after this release without its fault;

              c)  that it was received from a third party legitimately;

              d)  that at the date it was conveyed by the other PARTY, it was
                  already in its possession;

              e)  that its disclosure was imposed by the application of a legal
                  provision or required regulation or by the application of a
                  final court decision or an arbitration ruling.

              The exceptions listed above are not cumulative.

         9.2  Each PARTY agrees not to file an application for a patent or other
              industrial property title including the confidential information
              of the other PARTY without having obtained the other PARTY's prior
              written authorization to do so.

         9.3  This confidentiality requirement will remain in force throughout
              this Agreement and for 5 (five) years after its expiration or
              cancellation.

         9.4  The stipulations of this section may not obstruct:
              -   the obligation on researchers of each of the PARTIES to this
                  agreement to produce a progress report to the organization to
                  which they report, this report not being a disclosure in the
                  meaning of the Industrial Property laws,
              -   the defense of theses by researchers whose scientific activity
                  is related to the subject of this Agreement;
              -   the dissemination by BIOSPHERE MEDICAL INC of documents
                  seeking to promote the marketing of the PRODUCTS OF THE
                  AGREEMENT.

         Section 10 - MAINTAINING THE PATENTS OF THE AGREEMENT IN FORCE

         10.1   The fees for maintaining in force of the PATENTS OF THE
                AGREEMENT will be paid the responsibility of CNRS starting from
                the DATE OF COMING INTO FORCE.


                                       11
<PAGE>

         10.2   If for any reason CNRS decides to abandon one of the PATENTS OF
                THE AGREEMENT, it must so inform BIOSPHERE MEDICAL INC, with
                reasonable advance notice. BIOSPHERE MEDICAL INC may then take
                over for CNRS in maintaining this PATENT OF THE AGREEMENT in
                force.

                If the PATENTS OF THE AGREEMENT are licensed to other licensees
                than BIOSPHERE MEDICAL INC and if CNRS decides to stop paying
                the Industrial Property expenses for some or all of the said
                patents, it is agreed that section 10.2 of this agreement must
                be adjusted through a supplementary agreement to allow a
                distribution among all licensees of the Industrial Property
                expenses not assumed by the INSTITUTIONS .

         10.3   It will be up to BIOSPHERE MEDICAL INC to ask CNRS by registered
                letter with acknowledgement of receipt to request a
                complementary protection certificate with PATENTS OF THE
                AGREEMENT OR ANY EQUIVALENT TITLE. BIOSPHERE MEDICAL INC will
                take care of undertaking this step sufficiently in advance to
                enable the delivery of the certificate or title. In any case,
                this procedure will be done at the risks and expense of
                BIOSPHERE MEDICAL INC. CNRS may not oppose this request except
                for reasonable and detailed reasons. In no case may CNRS be held
                responsible except for gross negligence on its part for the
                failure of this procedure.

         Section 13 - WARRANTIES

         11.1   This Agreement is made with no other warranty than that of the
                material existence of the PATENTS OF THE AGREEMENT and the
                KNOW-HOW OF THE AGREEMENT. In application of this Section, the
                INSTITUTIONS offer no warranty, explicit or implicit, concerning
                the PATENTS OF THE AGREEMENT and the KNOW-HOW OF THE AGREEMENT,
                in particular with respect to their usefulness or suitability
                for any function.

         11.2   Possible random events, risks and perils with respect to the
                execution of this Agreement and any legal defects contained in
                one or more of the PATENTS OF THE AGREEMENT are the
                responsibility of BIOSPHERE MEDICAL INC alone, which accepts
                them. Accordingly, in case of the rejection or cancellation of
                one or more of the PATENTS OF THE AGREEMENT, the dependence of
                the said patents on a prior dominating patent, in case where the
                PRODUCTS OF THE AGREEMENT because of the use of the PATENTS OF
                THE AGREEMENT or the KNOW-HOW OF THE AGREEMENT were declared
                infringed by a final court decision, the INSTITUTIONS will not
                be required either to return the sums already paid by BIOSPHERE
                MEDICAL INC nor reduce those due until the date of the final
                legal decision nor the payment of any damages to BIOSPHERE
                MEDICAL INC in compensation for the harm caused by such
                rejection, cancellation, dependence or infringement.


                                       12
<PAGE>


         11.3   BIOSPHERE MEDICAL INC may not call the INSTITUTIONS in warranty
                in case of damage or prejudice of any kind caused by the
                PRODUCTS OF THE AGREEMENT, since BIOSPHERE MEDICAL INC is solely
                responsible to its customers and/or any third parties for the
                quality and performances of the PRODUCTS OF THE AGREEMENT.

         11.4   BIOSPHERE MEDICAL INC is solely responsible for ensuring that
                the PRODUCTS OF THE AGREEMENT are compliant with applicable laws
                and regulations.

         Section 12 - DISALLOWANCE - NULLITY

                If in the TERRITORY OF THE AGREEMENT, an administrative decision
                or a final court decision disallows wholly or in part and/or
                nullifies wholly or in part one or more of the PATENTS OF THE
                AGREEMENT and/or restricts the liberty of its working, BIOSPHERE
                MEDICAL INC may not claim from the INSTITUTIONS any
                compensation, reimbursement, reduction of sums due at the time
                of the issuing of the administrative or final court decision.

                Thereafter, BIOSPHERE MEDICAL INC:
                - must, as long as no appreciable competition arises in this
                  country, continue to pay the INSTITUTIONS for the country
                  considered, in consideration for the KNOW-HOW OF THE
                  AGREEMENT, the compensation provided in section 7 of this
                  Agreement.
                - may, starting from the time where appreciable competition
                  appears in this country, negotiate a new compensation due from
                  BIOSPHERE MEDICAL INC to the INSTITUTIONS, it being understood
                  that all other stipulations of this Agreement will continue in
                  any case to apply for the PATENTS OF THE AGREEMENT still in
                  force.

         Section 13 - INFRINGEMENTS

         13.1   The INSTITUTIONS and BIOSPHERE MEDICAL INC will inform each
                other as soon as possible of any case of infringement by a third
                party of which they learn and/or of any claim or action for
                infringement that targets them.

         13.2   a)If in the case of infringement of one or more of the
                  PATENTS OF THE AGREEMENT by a third party, the INSTITUTIONS
                  may take action at their expense against the infringing party,
                  it being understood that any compensation and damages awarded
                  by the court will completely and irrevocably belong to the
                  INSTITUTIONS.



                                       13
<PAGE>

                  This stipulation will not obstruct BIOSPHERE MEDICAL INC from
                  intervening in the case, at its expense, to obtain
                  compensation for its own injury. The compensation and damages
                  that may be awarded at the outcome of such a suit will then be
                  completely and irrevocably theirs.

                b)If the INSTITUTIONS take no action, BIOSPHERE MEDICAL INC
                  may, if it so desires, after formal notice of action addressed
                  to CNRS - by registered mail with acknowledgement of receipt
                  -- that has been more than one month without response, file
                  sue for infringement on its own initiative and on its own
                  behalf. In this case, the cost of the proceedings will be paid
                  solely by it, and any compensation and damages awarded by the
                  court will then be completely and irrevocably theirs.

                c)The stipulations of 13.2 b) above are applicable subject to
                  the compulsory legal provisions applicable in the country
                  where the infringement takes place.

                d)The stipulations of 13.2 do not apply to cases of
                  infringement of the PATENTS OF THE AGREEMENT outside the
                  DOMAIN OF THE AGREEMENT and the TERRITORY OF THE AGREEMENT and
                  the PRODUCTS OF THE AGREEMENT, which are under the
                  jurisdiction of the INSTITUTIONS alone or of any third party
                  they so designate.

         13.3   If suits for infringement are filed against BIOSPHERE MEDICAL
                INC or any of its SUB-LICENSEES or DISTRIBUTORS on the occasion
                of the working of the PRODUCTS OF THE AGREEMENT, because of the
                use of the PATENTS OF THE AGREEMENT and/or the KNOW-HOW OF THE
                AGREEMENT, the INSTITUTIONS will convey to BIOSPHERE MEDICAL INC
                the elements they have available for its defense or for the
                defense of its SUB-LICENSEES or DISTRIBUTORS. If at the outcome
                of such a suit for infringement, the said companies are found
                guilty, BIOSPHERE MEDICAL INC will hold the INSTITUTIONS safe;
                as provided in section 11, BIOSPHERE MEDICAL INC is not allowed
                to call them in guarantee or claim from the INSTITUTIONS any
                compensation, reimbursement of sums of any kind already paid to
                the INSTITUTIONS or any reduction of sums already due at the
                time of the final court decision. In case of the cancellation of
                one of the PATENTS OF THE AGREEMENT, the provisions of sections
                11 and 12 will be applied without being overridden.

         13.4   The PARTIES agree to provide each other with all documents and
                elements it may need on the occasion of such proceedings as
                described above.


                                       14
<PAGE>

         Section 14 - CANCELLATION - EXPIRATION

         14.1   This Agreement will be automatically cancelled in case of
                cessation of activity, dissolution or bankruptcy of BIOSPHERE
                MEDICAL INC.

                If BIOSPHERE MEDICAL INC becomes the object of bankruptcy
                proceedings and the INSTITUTIONS want to cancel this Agreement,
                the INSTITUTIONS will so inform BIOSPHERE MEDICAL INC by
                registered mail with acknowledgement of receipt. Subject to the
                compulsory legal provisions applicable in the case of class
                action proceedings in force in the United States in the State of
                Massachusetts, this Agreement will be cancelled automatically 3
                (three) months after the sending by CNRS of a registered letter
                with acknowledgement of receipt setting out the reasons for the
                cancellation.

         14.2   This Agreement may be cancelled by either of the PARTIES in case
                of failure of the other PARTY to execute one or more of the
                obligations contained in its various clauses, in particular
                Section 6 (Working) and Section 7 (Financial Terms and
                Conditions). This cancellation will take effect only 3 (three)
                months after the complaining PARTY has sent a registered letter
                with acknowledgement of receipt setting out the reasons for the
                complaint unless within that time, the defaulting PARTY has
                satisfied its obligations or provided proof of its being
                prevented from doing so as the result of a case of force
                majeure. The exercise of this cancellation option does not
                relieve the defaulting party from satisfying the obligations
                contracted until the date the cancellation takes effect, without
                prejudice to the payment of damages due by the defaulting PARTY
                in compensation for the prejudice experienced by the complaining
                PARTY from the early cancellation of this Agreement.

         14.3   In case of cancellation of this Agreement, the sub-licensing
                agreements entered into with the SUB-LICENSEES before the
                cancellation date of this Agreement may only remain in force
                subject to a written agreement, negotiated in good faith,
                between the INSTITUTIONS and the said SUB-LICENSEES.

         14.4   If this Agreement expires or is cancelled, BIOSPHERE MEDICAL INC
                agrees:
                - to no longer work and not to allow the direct or indirect
                  working of the PATENTS OF THE AGREEMENT until they expire;
                - not to disclose and not to work or let work directly or
                  indirectly the KNOW-HOW OF THE AGREEMENT as long as the
                  KNOW-HOW OF THE AGREEMENT has not become a matter of the
                  public record;
                - to restore to the INSTITUTIONS within the month following the
                  expiration or the cancellation of this Agreement, all
                  documents and materials that the INSTITUTIONS may have sent it
                  without being able to keep copies.


                                       15
<PAGE>

           Moreover, in case of early cancellation of this license, BIOSPHERE
           MEDICAL INC agrees to send to the INSTITUTIONS all the results
           obtained on the invention covered by the PATENTS OF THE AGREEMENT or
           by using the KNOW-HOW OF THE AGREEMENT and authorizes the
           INSTITUTIONS to communicate them to third parties subject to the
           signature by the said third parties of a non-disclosure agreement and
           to work, directly or indirectly, the said results.

         Section 15 - INVENTORIES

           If BIOSPHERE MEDICAL INC or its SUB-LICENSEES has PRODUCTS OF THE
           AGREEMENT in stock on the date of the expiration or cancellation of
           this Agreement, they will be authorized to sell these PRODUCTS OF THE
           AGREEMENT within 6 (six) months after the expiration or cancellation
           date of this Agreement, subject first to sending the INSTITUTIONS on
           the date of expiration or cancellation of this Agreement an inventory
           list and send to respecting the conditions of Section 7 herein with
           respect to the financial terms and conditions.

         Section 16 - TOTALITY AND LIMITS OF THE AGREEMENT

         16.1   This Agreement expresses all of the obligations of the PARTIES
                relative to its object. No general or specific conditions
                appearing in the documents sent or given to the PARTIES may be
                included in this Agreement.

         16.2   This Agreement may not be amended or renewed except by a
                Complementary Agreement signed by the duly authorized
                representatives of the PARTIES.

         16.3   It is stipulated that the relationships being established
                between the PARTIES under this Agreement confer no right other
                than those mentioned herein. It is understood that this
                Agreement does not contain, in particular, assignment for the
                benefit of BIOSPHERE MEDICAL INC of any right outside the DOMAIN
                OF THE AGREEMENT and the TERRITORY OF THE AGREEMENT and the
                PRODUCTS OF THE AGREEMENT nor any right on the patents other
                than the PATENTS OF THE AGREEMENT or any know-how other than the
                KNOW-HOW OF THE AGREEMENT.

         Section 17 - HEADINGS

           In case of problems in interpretation between any of the headings of
           the clauses and any of the clauses, the headings are declared
           non-existent.


                                       16
<PAGE>

         Section 18 - NULLITY OF ONE CLAUSE

           If one or more stipulations of this Agreement are considered invalid
           or declared so by application of a law, a regulation - and in
           particular the law of the European Union - or after a final decision
           of a competent jurisdiction, the other stipulations will retain all
           their force and scope, and the PARTIES will proceed without delay to
           make the necessary modifications while respecting, wherever possible,
           the meeting of the minds present at the time this Agreement is
           signed.

         Section 19 - WAIVER

           The fact that one of the PARTIES is unable to act on the failure by
           the other PARTY to satisfy one of the obligations contained herein
           may not be construed for the future as being a waiver of the
           obligation involved.

         Section 20 - DISPUTES - APPLICABLE LAW

         20.1   In case of a disagreement involving the validity, interpretation
                or execution of this Agreement, the PARTIES will attempt to
                resolve their differences out of court.

         20.2   In case of persistent disagreement, the dispute will be brought
                before the competent French jurisdictions and this Agreement
                will be subject to French laws and regulations.

         20.3   This Section will remain in force notwithstanding the expiration
                or cancellation of this Agreement.

         Section 21 - REGISTRATION IN THE NATIONAL REGISTER OF PATENTS

         21.1   This Agreement may be registered in the National Register of
                Patents, kept by the Institut National de la Propriete
                Industrielle (National Institute of Industrial Property) and the
                national registers of patents kept by the national offices of
                Industrial Property concerned by the PATENTS OF THE AGREEMENT at
                the case and expense of BIOSPHERE MEDICAL INC.

         21.2   Any tax registration required for this Agreement will be done by
                BIOSPHERE MEDICAL INC at its expense.

         Section 22 - LANGUAGES

           This Agreement has been established only in the French language.


                                       17
<PAGE>

         Section 23 - NOTICE

           Any notice required for this Agreement will be sent by registered
           mail with acknowledgment of receipt, to the PARTY concerned at the
           following address:

           For the INSTITUTIONS
           CNRS
           Delegation aux Entreprises
           3 rue Michel Ange
           75794 PARIS Cedex 16

           for BIOSPHERE MEDICAL INC
           BIOSPHERE MEDICAL INC
           Attention: Mr. Jean-Marie VOGEL
           111 Locke Driver
           Marlborough, MA
           01752 United States

         Done in three original copies, one for CNRS, one for UNIVERSITE and one
           for BIOSPHERE MEDICAL INC.

         Done in Paris JULY 15, 1999                     signed in MARLBOROUGH
                                                         JUNE 6, 1999

         For the Directeur General
         and per
         Assistant to the Delegue aux Entreprise
         Joseph BAIXERDAS
         [signature]                                     [signature]
         Catherine BRECHIGNAC                            Jean-Marie VOGEL
         Directeur General du CNRS                       President, CEO of
                                                         BIOSPHERE MEDICAL INC

         [signed]
         President of ULP
         J.Y. MERINDOL
         per                                JULY 2, 1999
         Vice President, Research and Doctoral Training
         B. EHRESMANN
         Jean-Yves MERINDOL
         President of the UNIVERSITE LOUIS PASTEUR STRASBOURG 1


                                       18
<PAGE>


                                   SCHEDULE 1

                        LIST OF PATENTS OF THE AGREEMENT



                                       19
<PAGE>

LIST OF LIPOPOLYAMINE PATENTS

<TABLE>
<CAPTION>

COUNTRY              TYPE       HOLDERS      FILED            PUBLICATION       AGREEMENT       EXPIRATION          PROCEDURE
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
<S>                  <C>        <C>          <C>              <C>               <C>             <C>                 <C>
GERMANY              EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
AUSTRIA              EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
BELGIUM              EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
CANADA               NP         CNRS         12 APR 1990                                        12 APR 2016         Examination
                                                                                                                    18 MAR 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
DENMARK              EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
SPAIN                EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
UNITED STATES        NP         CNRS         17 APR 1990                        15 DEC 1992     17 APR 2010         Agreement
                                                                                                                    15 DEC 1992
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
UNITED STATES        CNT        CNRS         31 JUL 1992                                                            Abandoned
                                                                                                                    03 FEB 1994
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
UNITED STATES        CNTI       CNRS         03 FEB 1994                        19 DEC 1995     19 DEC 2012         Agreement
                                                                                                                    19 DEC 1995
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
UNITED STATES        DIV1       CNRS         07 JUN 1995                        01 APR 1997     01 APR 2014         Agreement
                                                                                                                    01 APR 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
FRANCE                          CNRS         17 APR 1989      19 OCT 1990       15 JUL 1991     17 APR 2009         Agreement
                                                                                                                    05 JUL 1991
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
FRANCE               EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
GREECE               EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------

</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>

COUNTRY              TYPE       HOLDERS      FILED            PUBLICATION       AGREEMENT       EXPIRATION          PROCEDURE
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
<S>                  <C>        <C>          <C>              <C>               <C>             <C>                 <C>
ISRAEL                          CNRS         12 APR 1990                        30 MAR 1997     12 APR 2010         Agreement
                                                                                                                    30 mar 1993
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
ITALY                EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
JAPAN                           CNRS         17 APR 1990                        29 OCT 1997     17 APR 2016         Agreement
                                                                                                                    29 OCT 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
LUXEMBOURG           EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010         Agreement
                                                                                                                    04 JUN 1997
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
NETHERLANDS          EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
EUROPEAN PROC.       EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
UNITED KINGDOM       EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
SWEDEN               EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
SWITZERLAND          EPO        CNRS         13 APR 1990      24 OCT 1990       04 JUN 1997     13 APR 2010
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------





<CAPTION>

-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
COUNTRY              TYPE       HOLDERS      FILED            PUBLICATION       AGREEMENT       EXPIRATION          PROCEDURE
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------
<S>                  <C>        <C>          <C>              <C>               <C>             <C>                 <C>
FRANCE               DIVI       CNRS         24 JUL 1989      26 OCT 1990       05 JUL 1991     12 APR 2009         Agreement
                                                                                                                    05 JUL 1991
-------------------- ---------- ------------ ---------------- ----------------- --------------- ------------------- ----------------

</TABLE>



                                       21