Exhibit 10.26  Confidential
Materials omitted and filed separately with the Securities and
Exchange Commission.  Asterisks denote
omissions.  MICROSPHERES
YIELD IMPROVEMENT PROJECT AGREEMENT  This Microspheres Yield Improvement
Project Agreement (the Agreement) is
entered into as of December 20, 2007 (the Effective
Date) by and between:  E. I. du Pont de Nemours and
Company, a company incorporated under the laws of the State of
Delaware, United States of America, and having its principal place of business
at 1007 Market Street, Wilmington, Delaware 19898, USA, (DuPont),
and  BioSphere Medical, Inc.,a company
incorporated under the laws of the State of Delaware, United States of America,
and having its principal place of business at 1050 Hingham Street, Rockland, MA
02370, USA (BioSphere).  WHEREAS, DuPont is a company engaged in
research regarding specialized particle materials for catheter delivered
embolotherapy;  WHEREAS, BioSphere is a company engaged
in the manufacture and sale of Embosphere® and EmboGold® Microspheres for use
in uterine fibroid embolization and peripheral arteriovenous malformations;  WHEREAS, the parties have entered into a
Collaboration Agreement of even date herewith (the Collaboration
Agreement) that contemplates that the parties will enter into
project agreements for several projects in the field of embolization; and  WHEREAS, the parties wish to undertake a
project to test and evaluate the application of DuPont know-how to the
manufacturing of BioSpheres Embosphere® and EmboGold® Microsphere products in
order to improve the manufacturing yield of such manufacturing processes;  NOW, THEREFORE, the parties agree as
follows:  1.DEFINITIONS  1.1.Affiliate means any person, any
corporation, limited liability company, partnership or other entity
(collectively, Person) that
directly or indirectly controls or is controlled by or is under common control
with such Person.  For this purpose, control
means ownership, directly or indirectly through one or more Affiliates, of at
least 50% of the voting stock or other equity interests of the other entity or
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of the entity, whether through the
ownership or control of voting securities, by contract or otherwise.  1.2.BioSphere Background Intellectual Property
means all Intellectual Property owned or licensed by BioSphere as of the
Effective Date.  1.3.BioSphere Manufacturing Process means
BioSpheres process or processes for manufacturing the Products existing as of
the Effective Date.  1.4.Developed Technology means any and all
inventions, ideas and information, whether or not patentable, conceived and
reduced to practice as a result of the work performed pursuant to the
Project.  Developed Technology shall not
include DuPont Background Intellectual Property or BioSphere Background
Intellectual Property.  1.5.DuPont Background Intellectual Property
means all Intellectual Property owned or in-licensed by DuPont as of the
Effective Date, as to which DuPont has the ability at the relevant time to
grant, without incurring expense, nonexclusive licenses


or nonexclusive
sublicenses respectively, in relation to the technology encompassed by the
Implementation Plan in the Territory.  1.6.Implementation Plan means the document
prepared by DuPont upon completion of Phase 4 of the Work Plan (i) specifying
the procedural improvements to the BioSphere Manufacturing Process resulting
from the Project that will bring the average manufacturing yield for the
Product to at least [**] percentage points higher than the Baseline Yield
calculated in accordance with Section 8.3.4 hereof and (ii) identifying
those aspects of the procedural improvements and Developed Technology that may
be appropriate for patenting consideration.  1.7.Improved-Process Product means (i) all
Products manufactured by or on behalf of BioSphere or its Affiliates using a
process that incorporates all or some of the procedural improvements specified
in the Implementation Plan and (ii) all micro porous beads manufactured by
or on behalf of BioSphere or its Affiliates using a manufacturing process
substantially similar to the process then used in the manufacture of Products
and incorporating all or some of the procedural improvements specified in the
Implementation Plan.  1.8.Intellectual Property means all patents,
patent applications, trade secrets and know-how.  1.9.Product means all Embosphere® and
EmboGold® Microspheres manufactured by or on behalf of BioSphere or its
Affiliates.  1.10.Project means the research and analysis
conducted by each of the parties in order to improve the average manufacturing
yield of the BioSphere Manufacturing Process to at least [**] percentage points
higher than the Baseline Yield.  1.11.Project Coordinator means the
representative designated by each of the parties as set forth in Section 2.2.  1.12.Steering Committee means a committee established by the
parties in accordance with Section 2.1.  1.13.Territory means United States of America,
the member states of the European Union as of the Effective Date, Brazil and
such other countries as identified in writing by BioSphere.  1.14.Work Plan means an outline of the tasks
and timelines associated with the Project and an allocation of each partys
responsibility in relation to the Project attached hereto as Schedule A.  2.STEERING
COMMITTEE AND PROJECT COORDINATORS.  2.1.Steering
Committee.  2.1.1.Composition.  The parties shall establish the Steering
Committee, which shall be comprised of two (2) representatives of each
party.  DuPonts representatives to the
Steering Committee shall consist of [**] and [**] (or designee(s) of
similar rank).  BioSpheres
representatives to the Steering Committee shall consist of [**] and [**] (or
designee(s) of similar rank). 
Either party may replace its respective Steering Committee members at
any time, upon written notice to the other party.  2.1.2.Function.  The Steering Committee shall approve any
changes to the Work Plan, attempt to resolve any issues that cannot be resolved
by the  2


Project
Coordinators and perform such other tasks as are agreed upon by the parties.  2.1.3.Meetings.  So long as work is being conducted on the
Project hereunder, the Steering Committee, either in person or by telephone,
shall meet upon the reasonable request of either party.  Each party shall be responsible for all
travel and other costs for its representatives to attend any such meetings.  2.1.4.Voting.  Decisions of the Steering Committee shall be
made by unanimous agreement, with each party having a single vote.  2.2.Project
Coordinators.  2.2.1.DuPonts
Project Coordinator will be [**], and BioSpheres Project Coordinator will be
[**].  Either party can change its
Project Coordinator during the term of the Agreement by providing written
notice of the identity of its new Project Coordinator to the other party.  2.2.2.The Project
Coordinators will manage the Project in accordance with the Work Plan.  The Project Coordinators shall coordinate the
research and development efforts relating to the Project, serve as primary
communication points between the parties with respect to the Project, and expedite
the progress of work being performed hereunder.  2.2.3.So long as
work is being conducted on the Project hereunder, the Project Coordinators will
meet, either in person or by telephone, at the reasonable request of either
party.  3.RESPONSIBILITIES
AND DUTIES OF THE PARTIES  3.1.DuPont and
BioSphere will use reasonable efforts to complete the activities described in
the Work Plan attached as Schedule A. 
The Work Plan may be amended upon the mutual written consent of the
parties.  3.2.Each party
will use reasonable efforts to provide the services of appropriate personnel
for the activities described in the Work Plan for which it is responsible.  The amount and nature of each partys
contribution of personnel services will be within the sole discretion of each
party.  In the event that personnel
provided is not directly employed by the party contributing the services of
such personnel, then the party contributing the services of such personnel will
see to it that such personnel is subject to appropriate nondisclosure and
invention assignment agreements prior to beginning any work.  3.3.Each party
will use reasonable efforts to provide appropriate facilities, materials and
information for the activities described in the Work Plan for which it is
responsible.  Except as provided in this
Agreement and the accompanying Work Plan, the amount and nature of each partys
contribution of facilities, materials and information will be within the
reasonable discretion of each party; provided that such contribution is
sufficient to achieve the purpose of this Agreement.  3.4.The parties
will share with each other data and information collected during the conduct of
the Work Plan.  Following delivery of the
Implementation Plan, DuPont will disclose to BioSphere all Developed
Technology, not previously disclosed, necessary to implement the Implementation
Plan or otherwise exercise  3


the licenses granted in Article 7.  The terms of Article 5 will apply to all
disclosures of Confidential Information by the parties.  3.5.After
completion of submission of the Implementation Plan by DuPont as set forth in
the Work Plan, BioSphere will determine, in its sole discretion, whether to
implement any changes to the BioSphere Manufacturing Process set forth in the
Implementation Plan.  BioSphere will
inform DuPont if it intends to implement any portion(s) of the
Implementation Plan in the manufacturing of Product in or for sale in the
Territory as soon as reasonably practicable, but no later than [**] days after
BioSphere has decided to implement such portion of the Implementation Plan.  3.6.Except where
specifically provided in this Agreement and accompanying Work Plan, the parties
will each bear their own costs incurred in connection with the work
hereunder.  The amount and nature of such
costs are within the sole discretion of each party.  4.TERM
AND TERMINATION  4.1.Term.  This Agreement will be effective as of the
Effective Date and will continue thereafter for a period of fifteen (15) years
from the date that BioSphere first implements any portion of the Implementation
Plan in the manufacturing of Improved-Process Product in or for sale in the
Territory.  4.2.Early
Termination by Either Party. 
Prior termination of this Agreement may, however, be made by either
party in writing in the event that:  4.2.1.the other
party commits a breach of the terms of the Agreement, which breach has not been
remedied within fourteen (14) days following notification of the breach; or  4.2.2.the other
party becomes insolvent, appoints a receiver, administrator, liquidator or
other similar officer, has any case or proceeding commenced or other action
taken by or against itself in bankruptcy that is not dismissed within sixty
(60) days of filing, or otherwise commences winding up proceedings.  4.3.Early
Termination by DuPont. 
Notwithstanding the foregoing, DuPont may terminate this Agreement upon
fourteen (14) days prior written notice in the event that:  4.3.1.DuPont
determines, in its reasonable discretion after consultation with the Steering
Committee, that the purpose of the Project cannot be achieved;  4.3.2.the parties
have not executed a binding project agreement for another project pursuant to
the Collaboration Agreement within one hundred eighty (180) days after the Effective
Date;  4.3.3.BioSphere
has not informed DuPont, within ninety (90) days after DuPont has provided the
Implementation Plan to BioSphere, that BioSphere intends to implement any
portion of the Implementation Plan in the manufacturing process for Product in
or for sale in the Territory;  4.3.4.BioSphere
has not implemented any portion of the Implementation Plan in the manufacturing
process for Product in or for sale in the Territory within one hundred twenty
(120) days after DuPont has provided the Implementation Plan to BioSphere;  4


4.3.5.BioSphere
assigns this Agreement to an Affiliate or to a successor to or purchaser of all
or substantially all of the business or assets of BioSphere or as part of a
reorganization, amalgamation, merger, or change of control of BioSphere; or  4.3.6.there is a
change in ownership offifty percent
(50%) or more of the ownership or controlling interest (whether in the form ofstockor otherwise) ofBioSphere,
or if BioSphere consolidates with or merges into another corporation or entity
or permit one or more other corporations or entities to consolidate or merge
into it;  provided that, the termination rights set
forth in Sections 4.3.1, 4.3.2, 4.3.5, and 4.3.6 can only be exercised by
DuPont prior to the delivery of the Implementation Plan.  4.4.Early
Termination by BioSphere. 
Notwithstanding the foregoing, BioSphere may terminate this Agreement,
without financial penalty, upon fourteen (14) days prior written notice in the
event that DuPont has not delivered the Implementation Plan within eighteen
(18) months of the Effective Date; provided that such 18-month period shall be
suspended during any delay in delivery of the Implementation Plan that is
caused in whole or in part by BioSphere.  4.5.Effect of
Termination or Expiration. 
Termination will be without prejudice to any other rights or obligations
as may then exist between the parties or any payment obligations that accrued
prior to termination.  On termination or
expiration, all Confidential Information disclosed by one party to the other
will, upon the written request of the disclosing party, be returned by the
recipient to the disclosing party (except as provided in Section 5.6 or
except as necessary to exercise any licenses surviving such termination or
expiration).  The following provisions
will survive termination or expiration of the Agreement:  Section 7.2, Article 4
(Termination); Article 5 (Confidentiality); Article 6 (IP Ownership);
Article 9 (Disclaimers and Limitations); Article 10
(Indemnification); Article 12 (General Provisions) with the exception of
Sections 12.4 and 12.5.  5.CONFIDENTIALITY  5.1.Confidential
Information. 
During the conduct of the Project, the parties will exchange valuable
confidential information and samples which will be disclosed on the following
terms and conditions:  5.1.1.such
information is Confidential Information if it is disclosed in writing by the
disclosing party and identified as proprietary or confidential or if it is
otherwise disclosed and identified in writing as proprietary or confidential by
the disclosing party within thirty (30) days of the disclosure;  5.1.2.such samples
are Confidential Information if they are delivered by the disclosing party
and identified in writing as proprietary or confidential by the disclosing
party, and information or knowledge obtained by inspection of such samples is Confidential
Information;  5.1.3.the terms
and conditions of this Agreement are Confidential Information of each party;  5.1.4.the
BioSphere Manufacturing Process is Confidential Information of BioSphere;  5


5.1.5.all
information learned by one party through visiting the facilities of the other
party, which information would be reasonably understood to be the type of
information that should be treated as proprietary or confidential, is Confidential
Information of the party whose facilities are visited; and  5.1.6.the
Implementation Plan will be (i) Confidential Information of DuPont prior
to payment of the First Milestone Payment and the Second Milestone Payment and (ii) Confidential
Information of BioSphere after payment of the First Milestone Payment and the
Second Milestone Payment. 
Notwithstanding that the Implementation Plan will be deemed Confidential
Information of DuPont prior to the payments described in clause (i), at no
time may DuPont use the Implementation Plan except for the purposes of this
Agreement, and, in the event that this Agreement is terminated prior to the
First Milestone Payment and Second Milestone Payment being made, DuPont will
destroy the Implementation Plan immediately following such termination.  5.2.Non-Use and
Confidentiality. 
The receiving party will not use Confidential Information other than for
the purpose of this Agreement and will not disclose Confidential Information to
any third party during the term of the Agreement and for a period of [**] years
after the termination or expiration of the Agreement, without first obtaining
the written agreement from the disclosing party; provided, however, this
obligation will not apply to any information which:  5.2.1.is or
becomes known to the public through no fault of the receiving party;  5.2.2.is known to
the receiving party prior to its receipt from the disclosing party, as shown by
prior written records of the receiving party;  5.2.3.becomes
known to the receiving party by disclosure from a third party who has a lawful
right to disclose the information;  5.2.4.is subsequently
developed by the receiving party independently of the information received from
the disclosing party; or  5.2.5.is required
to be disclosed by order of a court or other government entity of competent
jurisdiction (provided, that the receiving party required to make such
disclosure immediately gives written notice to the disclosing party of its
obligation to make such disclosure and assists the receiving party in obtaining
a protective order and other remedies).  5.3.Restricted
Dissemination. 
Each party agrees to restrict dissemination of Confidential Information
received hereunder from the other party or the other partys Affiliates only to
those employees who need the Confidential Information in the performance of
work under this Agreement.  Each party
may disclose Confidential Information to its Affiliates provided each party
ensures that such Affiliates abide by the confidentiality provisions of this
Agreement.  Notwithstanding the foregoing
and the exception set forth in Section 5.2.5, unless otherwise agreed in
writing, DuPont shall disclose no Developed Technology in any patent or patent
application filed in the United States or any other national or regional patent
granting authority.  5.4.Samples
Provided to Third Parties. 
Should BioSphere and DuPont jointly decide to provide any sample to, or
have any Product or related material developed under this Agreement tested by,
another party (such as a university or a private company), or to involve
another party in the Project, arrangements will be promptly  6


made for appropriate
secrecy agreement(s) to be signed with such party(ies) to protect the
parties proprietary rights.  5.5.Permitted
Disclosures. 
Notwithstanding the provisions of this Article 5, either party may
disclose Confidential Information of the other party to the extent such
disclosure:  (a) is required by law
or regulation (including to comply with any applicable securities regulation,
stock exchange or NASDAQ disclosure requirements); provided that the receiving
party shall give the disclosing party prior written notice, shall use
reasonable efforts to limit disclosure, and shall make reasonable efforts to
obtain confidential treatment or a protective order for the disclosure so
ordered; or (b) to any investors, prospective investors, lenders, and
other potential financing sources who are obligated to keep such information
confidential.  5.6.Return of
Confidential Information. 
Upon the written request of the disclosing party, the receiving party
will promptly return all Confidential Information provided to it by the
disclosing party (including all copies and results of all tests); provided,
however, the receiving party may retain one copy of the Confidential
Information in the files of its legal department or attorney in accordance with
the terms of this Agreement to be used only if there is a dispute regarding
compliance with this Agreement.  5.7.Equitable
Relief.  Each party
acknowledges that improper use or disclosure of the Confidential Information of
the other party in violation of this Article 5 would cause substantial
harm to the other party and that such harm could not be remedied by the payment
of damages alone.  Accordingly, each
party will be entitled to preliminary and permanent injunctive relief and other
equitable relief for any breach of this Article 5 by the other party,
without prejudice to all other remedies available at law or in equity.  6.INTELLECTUAL
PROPERTY OWNERSHIP  6.1.Inventorship.  Inventorship of inventions within the
Developed Technology shall be determined in accordance with United States
Patent Law.  6.2.Ownership of
Developed Technology. 
BioSphere shall own, and be free to use without obligation to DuPont,
all Developed Technology.  DuPont shall
treat all Developed Technology as the Confidential Information of BioSphere in
accordance with the obligations of confidentiality set forth in Article 5.  6.3.Assignment
by DuPont.  DuPont agrees to,
and hereby does, and shall cause each of its employees, consultants,
subcontractors, and Affiliates (collectively with DuPont, the DuPont Assignors)
to, assign exclusively to BioSphere all right, title, and interest in and to
the Developed Technology conceived by such DuPont Assignors, alone or jointly
with others, including all intellectual property rights associated
therewith.  DuPont hereby appoints, and
shall cause each DuPont Assignor to appoint, BioSphere as such DuPont Assignors
attorney-in-fact for the purpose of executing such documents in its name as may
be necessary or desirable to carry out the purposes of this Article, including
to document, enforce, protect, or otherwise perfect BioSpheres rights in any
Developed Technology, including filing any applicable patent applications.  Upon BioSpheres request and at BioSpheres
sole expense, DuPont shall, and shall use commercially reasonable efforts to
cause each DuPont Assignor to, assist BioSphere or anyone BioSphere reasonably
designates in preparing, filing, prosecuting, obtaining, enforcing or defending
any  7


application for
Intellectual Property or grant of right issuing therefrom for same in any
country(ies) in the world.  7.LICENSE  7.1.License
Grant.  DuPont hereby
grants to BioSphere an non-exclusive, sublicensable license (or non-exclusive
sublicense, as the case may be) in the Territory under the DuPont Background
Intellectual Property to use, sell, offer for sale, import, make and have made
Improved-Process Products in the Territory. 
Such license (or sublicense) shall be limited to DuPont Background
Intellectual Property necessary or useful for BioSphere to implement changes to
the manufacturing process for the Improved-Process Product set forth in the
Implementation Plan.  7.2.License Upon
Expiration. 
Upon the expiration of this Agreement in accordance with Section 4.1,
BioSphere shall have a fully paid-up, non-exclusive, royalty-free, perpetual,
irrevocable license under the DuPont Background Intellectual Property to use,
sell, offer for sale, import, make and have made Improved-Process Products in
the Territory.  8.COMPENSATION  8.1.Milestone
Payment.  8.1.1.In
consideration of the work and information provided hereunder, BioSphere will
pay DuPont [**] dollars ($[**]) within [**] days after DuPont has provided the
Implementation Plan to BioSphere (the First
Milestone Payment).  8.1.2.In further
consideration of the work and information provided hereunder, BioSphere will
pay DuPont an additional [**] dollars ($[**]) within [**] days after
demonstration of the yield improvement at BioSpheres facility in France as set
forth in Phase 5 of the Work Plan (the Second
Milestone Payment).  In the
event that BioSphere has not provided DuPont access to its manufacturing
process and personnel as required in Phase 5 of the Work Plan, the Second
Milestone Payment will be paid [**] days after completion of Phase 4 of the
Work Plan.  8.1.3.The First
Milestone Payment and Second Milestone Payment will be made regardless of
whether BioSphere implements any changes to the manufacturing process for the
Product resulting from the Implementation Plan. 
The First Milestone Payment and Second Milestone Payment are
nonrefundable.  The sum of the First
Milestone Payment and the Second Milestone Payment actually paid will be
credited against the Cost Savings Payments owed by BioSphere pursuant to Section 8.2,
if any, until fully credited.  8.2.Cost Saving
Payments.  In further
consideration of the work and information provided hereunder, BioSphere will pay
to DuPont, every calendar quarter, the Cost Saving Payment, commencing the date
upon which BioSphere first implements any portion of the Implementation Plan in
the manufacturing of Improved-Process Product.  8.3.Applicable
Definitions. 
The following terms will have the definitions set forth below:  8


8.3.1.Actual Cost Per Liter means the
total cost for all materials, labor and overhead used in or allocated to the
BioSphere Manufacturing Process, as revised to implement any portion of the
Implementation Plan, for the relevant quarterly period divided by the product
of (a) Initial VRAC Liters for such calendar quarter multiplied by (b) the
Actual Yield for such calendar quarter.  8.3.2.Actual Yield means the
cumulative number of Final Sieve Accepted Liters that are bottled and accepted
by BioSpheres quality control division in the relevant calendar quarter
divided by the cumulative number of Initial VRAC Liters started from all lots
in such quarter, with such result expressed as a percent; provided that if an
Initial VRAC Liter is started in one calendar quarter but the related Final
Sieve Accepted Liter is not accepted by BioSpheres quality control division
until the following calendar quarter, such Initial VRAC Liter shall be deemed
to be started in the following calendar quarter.  8.3.3.Baseline Cost Per Liter means the
total cost for all materials, labor and overhead used in or allocated to the
BioSphere Manufacturing Process for the relevant calendar quarter divided by
the product of (a) Initial VRAC Liters for such calendar quarter
multiplied by (b) the Baseline Yield.  8.3.4.Baseline Yield means the
cumulative number of Final Sieve Accepted Liters that are bottled and accepted
by BioSpheres quality control division through the period ending December 31,
2007 divided by the cumulative number of Initial VRAC Liters started for all
lots through the period ended December 31, 2007, with such result
expressed as a percent.  Based on the
yields set forth on Schedule B, the Baseline Yield is estimated to be [**]%;
provided that the actual Baseline Yield will be calculated by BioSphere and
communicated to DuPont no later than January 31, 2008.  8.3.5.Cost Saving Payment means [**]
percent ([**]%) of the Total Cost Saving for any given calendar quarter.  8.3.6.Cost Savings Per Liter means the
Baseline Cost Per Liter minus the Actual Cost Per Liter, but the Cost Savings
Per Liter may not be less than zero.  8.3.7.Final Sieve Accepted Liters means all Product(s) or Improved Process Product(s), as
applicable, that are processed through the final sieve step of the production
process and accepted by BioSpheres quality control division.  8.3.8.Initial VRAC Liters means bulk
microspheres before they are processed through the final sieve step of the
production process.  8.3.9.Total Cost Saving means the Cost Savings Per Liter multiplied by actual Final Sieve
Accepted Liters produced during the relevant calendar quarter by or on behalf
of BioSphere or its Affiliates in or for sale in the Territory.  For purpose of
making the calculations described in the definitions above, the following shall
apply:  (a) Actual Yield and Actual
Cost Per Liter calculations shall not include any Final Sieve Accepted Liters
processed prior to the date upon which BioSphere first implements any portion
of the Implementation Plan in the manufacturing of Improved-Process Product; (b) all
calculations that are dependent  9


on the number
of Final Sieve Accepted Liters will be based on such number of Final Sieve
Accepted Liters that are bottled and accepted by BioSpheres quality control
division (in accordance with such divisions standard operating procedures); (c) all
calculations that include related Initial VRAC Liters will be based on the
number of Initial VRAC Liters started for the same lot that is ultimately
processed to result in Final Sieve Accepted Liters; (d) all Cost Savings
Payments will be made in U.S. dollars; and (e) the Total Cost Savings will
be calculated in the local currency of the manufacturing facility and converted
to U.S. dollars using the average monthly rate of exchange listed in the New
York edition of The Wall Street Journal
for the calendar quarter prior to the date on which the associated Cost Savings
Payments are made.  By way of
illustration, an example of how the calculations described in the definitions
above would apply is set forth in Schedule C. 
To the extent there are any inconsistencies between Schedule C and the
definitions described above, the definitions described above will govern.  8.4.Timing of
Calculation. 
BioSphere shall calculate and communicate to DuPont the Cost Saving
Payments (and all underlying calculations and components) within [**] days of
the end of each calendar quarter.  8.5.Timing of
Payments.  Cost Saving
Payments will be made every calendar quarter, no later than [**] days after the
calculations of such payments pursuant to Section 8.4.  8.6.Books and
Records/Audit. 
BioSphere will maintain books and records documenting all components of
the Cost Saving Payments, including the liters of Improved-Process Product
manufactured by or on behalf of BioSphere or its Affiliates for sale in the
Territory, in accordance with applicable generally accepted accounting
principles (GAAP).  DuPont, or an
accountant retained by DuPont, may audit such books and records during normal
office hours with at least [**] business days notice, but not more than [**]
during any 12-month period.  The costs of
any such audit will be paid by DuPont, unless it is discovered during the
course of such audit that BioSphere underpaid Cost Saving Payments during any
calendar quarter by more than [**]%), in which case BioSphere will reimburse
DuPont for the costs of such audit.  8.7.Interest.  Any Milestone Payment or Cost Saving Payment
that is not timely made will be subject to interest at the then-current Wall
Street Journal Prime Rate, or the maximum interest rate allowed by law.  9.DISCLAIMERS
AND LIMITATIONS  9.1.No Implied
Warranties. 
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES
MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OR CONDITIONS OF ANY KIND,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE IMPLEMENTATION
PLAN OR THE DEVELOPED TECHNOLOGY, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, INTELLECTUAL PROPERTY FREEDOM TO OPERATE, OR
ANY OTHER EXPRESS OR IMPLIED WARRANTIES, AND ALL SUCH WARRANTIES ARE HEREBY
DISCLAIMED.  9.2.No Guarantee
or Performance Warranty. 
Neither party makes any representation, promise or warranty that the
Project will be successful in whole or in part [**].  10


9.3.Limitations
on Liability. 
EXCEPT FOR A VIOLATION OF ARTICLE 5 OR THE OBLIGATIONS UNDER ARTICLE 10,
IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF
THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY
FOR INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING
HEREUNDER, BASED ON ANY LEGAL THEORY, INCLUDING ECONOMIC DAMAGE, INJURY TO
PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER A PARTY SHALL BE ADVISED, SHALL
HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF ANY OF
THE FOREGOING.  9.4.Cap on
Damages.  For DuPont, no
claim of any kind, whether or not based on warranty, contract, breach of
warranty or contract, negligence, strict liability, any other tortious act or
omission, or any other theory, arising out of or related to this Agreement, the
Project, the Implementation Plan, the provision of data or information, or the
licensing of DuPont Background Intellectual Property hereunder will be [**].  10.INDEMNIFICATION  10.1.BioSphere
agrees to Indemnify, defend and hold harmless DuPont, including Affiliates,
officers, directors, employees, and agents thereof (collectively, Indemnitees)
from all claims, demands, suits, or actions (including attorneys fees incurred
that are reasonable and customary for commensurate type of litigation) asserted
against any Indemnitees for any damages (including compensatory or punitive
damages arising from personal injury, wrongful death, property damage,
incidental or consequential damages), that may be sustained by any third party
or any of the Indemnitees occurring out of or incident to or based on  10.1.1.any alleged
breach of a contractual obligation related to the Project or a BioSphere
product,  10.1.2.any alleged
violation of any statute or regulation related to the Project or a BioSphere
product,  10.1.3.any direct
or consequential costs and damages resulting from any product recall of a
BioSphere product,  10.1.4.tortious
conduct of BioSphere related to the Project or a BioSphere product,  including claims of strict liability,
concert of action, conspiracy, third party contractor claims, or allegations of
joint or sole negligence or other tortious conduct; provided, however, that
such indemnity will not apply to the extent of damages proven in a court of law
to be caused by the Indemnitees.  10.2.In a claim
for indemnity, it will not be required that
DuPont prove that DuPont Technology or Development Technology was used in the
manufacture of the I the BioSphere product (s) at issue.  10.3.Selection of
Counsel.  BioSphere agrees to
select, within fifteen (15) days from receipt from DuPont of a notice of a
claim requiring representation, counsel reasonably satisfactory to DuPont to
control the defense of any indemnified claim against DuPont; provided that,
upon the request of DuPont, BioSphere and DuPont shall discuss in good faith
whether separate counsel selected by DuPont is necessary to protect DuPonts
interests.  If the parties agree or, if
they cannot agree,  11


if DuPont in good faith
determines that separate counsel is so necessary, then DuPont may select
counsel reasonably satisfactory to BioSphere to defend any indemnified claim
against DuPont.  BioSphere will pay the
fees of the counsel selected to defend the indemnified claim against DuPont
and, if separate counsel selected by DuPont is permitted hereunder, the fees of
such separate counsel.  10.4.Notice of
Claims and Duty to Cooperate. 
DuPont will give reasonably prompt notice to BioSphere of its indemnity
claim under this Agreement.  This notice
requirement will not be used to deny indemnity unless there is clear and
convincing proof of substantial prejudice to BioSphere directly resulting from
unreasonable delay in giving notice of an indemnity claim.  All parties to this Agreement will cooperate
in the defense of any such claim.  If
BioSphere in writing accepts the claim for indemnity and provides a defense and
indemnity, then DuPont will not enter into any settlement agreement regarding
such claim without prior written approval of BioSphere.  11.REPRESENTATIONS
AND COVENANTS  11.1.Mutual
Representations and Warranties. 
Each party hereby represents, warrants and covenants that:  11.1.1.No Conflicts.  As of the Effective Date, the execution,
delivery and performance of the Agreement by such party does not conflict with
any agreement, instrument or understanding, oral or written, to which it is a
party or by which it is bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over
it; and  11.1.2.Agents.  All employees or contractors of either party
working on the Project under this Agreement are under an obligation to assign
their rights in all intellectual property developed by them to the respective
employing party; and  11.1.3.Authority.  As of the Effective Date, (i) each party
has full corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby; and (ii) all
corporate acts and other proceedings required to be taken to authorize such
execution, delivery, and consummation (other than contemplated regulatory
approvals) have been duly and properly taken and obtained.  11.2.Representations
of BioSphere. 
BioSphere acknowledges, represents and warrants to DuPont that:  11.2.1.BioSphere is
an experienced manufacturer of the Products.  11.2.2.BioSphere
employs or retains agents and consultants, who are experienced, sophisticated
and knowledgeable in the properties, processing, and hazards of the
manufacturing and use of the Products.  11.2.3.BioSphere
employs or retains regulatory and medical staff properly trained in the
requirements of all applicable laws and regulations (e.g., the Food, Drug and
Cosmetic Act, the Medical Device Amendments thereto) pertaining to the
Products, including materials employed in the Products, and this staff is
competent in conducting safety and efficacy studies and in guiding proper
labeling, use and sale of the Products.  12


11.2.4.There are no
pending or threatened claims, actions or litigations relating to the Products,
including product liability, personal injury or intellectual property infringement
claims, pending or threatened governmental investigations, inquiries, fines or
penalties relating to the Products, or pending or threatened recalls in
connection with the Products that are not disclosed in the March 27, 2007
BioSphere Form 10K Annual Statement.  11.2.5.The data
regarding manufacturing yield for the Products provided to DuPont by BioSphere
and attached hereto as Schedule B, is complete and accurate as of the Effective
Date.  11.3.BioSphere
Covenants.  BioSphere covenants
to DuPont that BioSphere will:  11.3.1.will take
all such actions as are needed to comply with all laws and regulations
pertinent to the Products;  11.3.2.assume full
responsibility for providing appropriate warnings to BioSphere end users and
potential BioSphere end users of the Products;  11.3.3.bear all
responsibility, risk and liability for selection of the manufacturing process
and use of materials in the manufacture of the Products;  11.3.4.bear all
responsibility, risk and liability for performing or having performed all
appropriate tests needed to reasonably assure suitability of the manufacturing
processes for the Products and the safety and efficacy of the Products with the
appropriate use warnings;  11.3.5.provide
complete and accurate information regarding the Cost Saving Payment
calculations and all components thereof; and  11.3.6.uphold throughout the term of this Agreement the representations and
covenants made in this Agreement and notify DuPont of any material change to
those representations, as soon as reasonably practicable, but no later than
forty-five (45) days after the change.  12.GENERAL
PROVISIONS  12.1.Entire
Agreement.  This Agreement sets
forth the entire understanding and agreement between BioSphere and DuPont with
respect to the subject matter hereof, and there are no understandings,
agreements, conditions, or representations, oral or written, expressed or
implied, with reference to the subject matter hereof that are not merged or
superseded hereby.  The provisions of the
Collaboration Agreement do not apply to the Project that is the subject matter
of this Agreement.  12.2.Publicity.  Any news release, public announcement or
statement, advertisement or publicity to be released by any party concerning
the Agreement will be subject to the prior written approval of the other party
prior to release.  12.3.Trademarks,
Trade Names. 
Neither party will use any trade name, trademark, logo or trade dress of
the other party without the other partys prior written approval.  12.4.Insurance.  Throughout the term of this Agreement,
BioSphere will, at its expense, carry and maintain general liability and
products liability insurance on policy forms and with an insurance company or
companies reasonably acceptable to  13


DuPont in the amount of
five million dollars ($5,000,000). 
DuPont acknowledges and agrees that an insurance company with an AM Best
Rating of A, VII or higher is an acceptable insurance company.  Such insurance will cover all claims of
bodily injury, death or property damage arising in any way from the work
performed under this Agreement or the products produced or sold by BioSphere
and will name DuPont as an additional insured. 
In the event that the insurance policies are written on a claims-made
basis, BioSphere will use best efforts, to the extent coverage is commercially
available, to keep the policies in force for an extended period of no less than
five (5) years after termination or expiration of this Agreement.  Upon the request of DuPont, BioSphere will
provide DuPont with certificates of insurance evidencing the coverage.  Such certificates will provide that the
insurer will give DuPont at least thirty (30) days advance notice of any
changes in, or cancellation or non-renewal of, coverage and note any
exclusions.  12.5.Manufacturing
Process Review. 
After delivery of the Implementation Plan, during the term of this
Agreement, upon request BioSphere will allow DuPont to access during normal
hours of operation, or gain approval for DuPont to access during normal hours
of operation, all facilities manufacturing Product or Improved-Process Product
for the sole purpose of determining whether BioSphere has implemented any
portion of the Implementation Plan.  12.6.Dispute
Resolution.  12.6.1.The parties
will attempt in good faith to resolve any disputes relating to or arising out
of this Agreement promptly by negotiations between executives who have
authority to settle the dispute.  Either
party may give the other party written notice of any dispute not settled in the
normal course of business.  Within ten (10) days
after delivery of such notice, the receiving party will identify in writing the
name and title of the executive(s) who will represent that party in
negotiations.  As soon as reasonably
practicable but no later than thirty (30) days after delivery of such notice,
the executives of both parties will meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary, to attempt to
resolve the dispute.  All negotiations
pursuant to this clause will be Confidential Information and will be treated as
compromise and settlement negotiations for purposes of applicable rules of
evidence.  12.6.2.If a dispute
has not been resolved within sixty (60) days after the delivery of the notice
of dispute or if the parties fail to meet within thirty (30) days after the
delivery of the notice of dispute, any dispute arising out of or relating to
this Agreement, including the breach, termination or validity thereof, will be
finally resolved by binding arbitration in accordance with the Commercial Rules of
the American Arbitration Association then currently in effect (the AAA Rules), by a sole arbitrator mutually selected by the
parties.  If the parties fail to mutually
select an arbitrator within thirty (30) days after initiation of the
arbitration proceeding, the arbitrator will be selected as provided in the AAA
Rules.  The arbitration will be governed
by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof.  The place of the arbitration
will be New York, New York.  12.7.Notices/Payments.  All notices pertaining to or required by this
Agreement will be in writing and will be signed by an authorized representative
and will be delivered  14


by hand, sent by
facsimile (with hard copy sent by mail), sent by national overnight courier, or
sent by certified mail, return receipt requested, with postage prepaid,
addressed as follows:  If to DuPont:  Global
Business DirectorBioMedical
DuPont Applied Biosciences
Experimental Station E301/206
Rt. 141 & Henry Clay Drive
Wilmington, DE 19803
Facsimile:  302-695-9696
Telephone: 302-695-7687  With copy to:  DuPont Legal

Attention: Counsel, Applied Biosciences
1007 Market Street
Wilmington, Delaware 19898
Telephone:  302-774-1000  If to BioSphere:  BioSphere Medical, Inc.

1050 Hingham Street
Rockland, MA  02370 
Attention:  Richard Faleschini, Chief
Executive Officer
Facsimile:  (781) 982-3028
Telephone:  (781) 681-7920  With copy to:  Jones Day
222 E. 41st Street
New York, NY  10017 
Attention:  Ann L. Gisolfi, Esq. 
Facsimile:  (212) 755-7306
Telephone:  (212) 326-3595  All payments to DuPont required by this
Agreement will be made in U.S. dollars by wire transfer to the following
account with the following information:  [**]  ABA Routing # [**]  Account #: [**]  Account Name: [**]  Description: [**]  15


Any party may change such address for
notice or payment by notice given to the other party in the manner set forth
above.  All notices shall be deemed made
upon receipt by the addressee as evidenced by the applicable written receipt or
facsimile transmission.  12.8.Amendments.  Any modification or amendment to this
Agreement will not be effective until a written amendment is signed by all the
parties hereto by their representatives duly authorized to execute such amendments.  12.9.Assignment.  Except as otherwise permitted herein, neither
this Agreement nor any rights or obligations of any party hereunder will be
assigned or otherwise transferred by either party without the prior written
consent of the other party; provided that either party may assign this
Agreement to an Affiliate or to a successor to or purchaser of all or
substantially all of the business or assets of such party or of the business or
assets to which this Agreement relates, or as part of a reorganization,
amalgamation, merger, or change of control of such party.  Any purported assignment in conflict with the
provisions of this paragraph will be deemed null and void.  12.10.License.  Except as specifically set forth herein, no
license or right is granted by implication or otherwise with respect to any
Intellectual Property.  12.11.Waivers.  None of the provisions of this Agreement will
be considered waived by any party hereto unless such waiver is given in writing
to the other party.  The failure of any
party to insist upon strict performance of any of the terms and conditions
hereof, or failure or delay to exercise any rights provided herein or by law,
will not be deemed a waiver of any rights of any party hereto.  12.12.Severability.  The illegality or invalidity of any
provisions of this Agreement will not impair, affect or invalidate the other
provisions of this Agreement.  The
illegality or invalidity of any provision of this Agreement in any individual
country in the Territory will not impair, affect or invalidate any provisions
of the Agreement in other countries in the Territory.  12.13.Force
Majeure.  Neither party will
be responsible to the other for delay or failure in performance of any of the
obligations imposed by this Agreement; provided such delay or failure will be
occasioned by a cause beyond the reasonable control of and without the fault or
negligence of such party, including fire, flood, explosion, lightning,
windstorm, earthquake, subsidence of soil, failure of machinery or equipment or
supply of materials, discontinuity in the supply of power, court order or
governmental interference, civil commotion, riot, war, terrorist attack,
epidemic, strikes, labor disturbances, transportation difficulties or labor
shortage.  12.14.Applicable Law.  This Agreement will be construed in
accordance with and governed by the laws of the State of Delaware, USA, without
reference to any choice of law principles which may direct the application of
the laws of a different jurisdiction.  12.15.Counterparts.  This Agreement may be executed in two (2) or
more counterparts, all of which, taken together, shall constitute one and the
same legal instrument.  12.16.Interpretive
Rules.  For the purposes of
this Agreement, except as otherwise expressly provided herein or unless the
context otherwise requires: (a) defined terms include the plural as well
as the singular, and the use of any gender shall be deemed  16


to include the other
gender; (b) the use of the term including means including but not
limited to; (c) the words herein, hereof, hereunder and other words
of similar import refer to this Agreement as a whole and not to any particular
provision; (d) the word or is used in the inclusive sense (and/or); (e) the
word will shall be construed to have the same meaning and effect as the word shall;
and (f) whenever this Agreement refers to a number of days, such number
shall refer to calendar days unless business days are specified.  IN WITNESS WHEREOF authorized
representatives of the parties have signed this Agreement as of the date set
forth above.  E. I.
du Pont de Nemours and Company   By:
  /s/
  John RanierName:
  John
  RanierTitle:
  VP/6M
  Applied BiosciencesBioSphere
  Medical, Inc.By:
  /s/
  Richard J. FaleschiniName:
  Richard
  J. FaleschiniTitle:
  President
  and CEO  17


Schedule
A  WORK
PLAN  Yield
Improvement Project  [**]  Confidential materials omitted
and filed separately with the Securities and Exchange Commission. A total of
two pages have been omitted. [**]


Schedule
B  Embosphere
and EmboGold Manufacturing Yields  MS Lot Number
  
  Accepted
  VRAC
  Liters
  
  Final
  Sieve
  Accepted
  Liters
  
  Overall
  Yield%2005Total
  
  [**]
  
  [**]
  
  [**]2006Total
  
  [**]
  
  [**]
  
  [**]2007Sub Total YTD-Q3
  
  [**]
  
  [**]
  
  [**]Expected Q407
  
  [**]
  
  [**]
  
  [**]Expected Full Year 2007
  Baseline Yield
  
  [**]
  
  [**]
  
  [**]


Schedule
C
Cost Saving Payment Calculation  For
Illustration Purposes Only  Formula for
  Example 1
  
  Results for
  Example 1
  
  Formula for
  Example 2
  
  Results for
  Example 2Initial VRAC Liters
  
  
  
  [**]
  
  
  
  [**]Final Sieve Accepted Liters for Baseline Yield
  Calculation
  
  
  
  [**]
  
  
  
  [**]Final Sieve Accepted Liters for relevant calendar
  quarter
  
  
  
  [**]
  
  
  
  [**]Total materials, labor and overhead costs
  
  
  
  [**]
  
  
  
  [**]Baseline Yield
  
  [**]
  
  [**]
  
  [**]
  
  [**]Actual Yield
  
  [**]
  
  [**]
  
  [**]
  
  [**]Baseline Cost Per Liter
  
  [**]
  
  [**]
  
  [**]
  
  [**]Actual Cost Per Liter
  
  [**]
  
  [**]
  
  [**]
  
  [**]Cost Savings Per Liter
  
  [**]
  
  [**]
  
  [**]
  
  [**]Total Cost Savings Euros
  
  [**]
  
  [**]
  
  [**]
  
  [**]Total Cost Savings USD
  
  
  
  [**]
  
  
  
  [**]Cost Saving Payment (to DuPont)
  
  [**]
  
  [**]
  
  [**]
  
  [**]  [**]