Exhibit 10.30

                                  HEMASURE INC.

                           PLACEMENT AGENCY AGREEMENT

                                February 3, 2000



Warburg Dillon Read LLC
299 Park Avenue
New York, New York  10171

Gentlemen:

         HemaSure Inc. (the "Company"), a Delaware corporation, hereby confirms
its agreement with the Placement Agent (as defined below) as follows:

         1. The Offering. The Company is offering to persons who qualify as
institutional "accredited investors," as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the "Act") (each,
an "Accredited Investor"), shares of the Company's common stock, $.01 par value
per share (the "Shares"), at a price per Share to be determined by negotiations
between the Company and the Purchasers (as defined below) and which results in
gross proceeds to the Company of $20.0 million (or such other amount as may be
agreed to between the Company, the Placement Agent and the Purchasers (as
defined below)). The foregoing offer and sale of the Shares is hereinafter
referred to as the "Offering".

         2. Appointment of Placement Agent. Warburg Dillon Read LLC is hereby
appointed the exclusive placement agent of the Company (the "Placement Agent")
during the Offering Period (as defined herein) for the purpose of assisting the
Company in identifying qualified investors with respect to the Shares. The
"Offering Period" shall commence on the date the Offering Materials are first
made available to the Placement Agent by the Company for delivery in connection
with the Offering and shall terminate on or before the close of business on
March 15, 2000 unless extended by agreement between the Company and the
Placement Agent. Warburg Dillon Read LLC hereby accepts such agency and agrees
to assist the Company in identifying qualified investors on a "best efforts"
basis. It is understood that the offering and sale of the Shares is intended by
all parties to be exempt from the registration requirements of the Act pursuant
to Section 4(2) thereof and the rules and regulations of the Securities and
Exchange Commission thereunder, including Regulation D (the "Rules and

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Regulations"). The Placement Agent understands that all subscriptions for Shares
are subject to the acceptance of the Company in its sole discretion.

         3. Offering Materials. The Company has prepared and delivered to the
Placement Agent a reasonable number of copies of a Confidential Private
Placement Memorandum dated February 3, 2000. Such Confidential Private Placement
Memorandum, including all documents delivered in connection therewith, is
referred to herein as the "Offering Materials," except that if the Offering
Materials shall be supplemented or amended, the term "Offering Materials" shall
refer to the Offering Materials as so supplemented or amended by the Company
from and after the time of delivery to the Placement Agent of such supplement or
amendment.

         The Company hereby authorizes the Placement Agent to transmit the
Offering Materials to those prospective investors previously identified by the
Placement Agent to the Company in writing and such other prospective investors
as may be agreed to between the Company and the Placement Agent. The Offering
Materials are the only documents that are to be delivered to prospective
investors in connection with the offering of the Shares. The Company will
furnish, or cause to be furnished, to the Placement Agent all data, material and
other information that is in the possession of the Company requested by the
Placement Agent for the purposes of performing the services contemplated
hereunder. The Company represents and warrants to the Placement Agent that the
information in the Offering Materials, and, to the best of the Company's
knowledge, any other information (whether written or oral) supplied to the
Placement Agent by or on behalf of the Company in connection with the
performance of the Placement Agent's services hereunder, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances in which such
information was provided, not misleading. It is understood that the Company does
not intend to provide any information to prospective investors other than the
Offering Materials; provided, however, that if any additional information is
provided to prospective investors by or on behalf of the Company (it being
understood that the Placement Agent will not distribute any such additional
information to prospective investors without the Company's prior written
consent), such additional information will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances in which such information was provided,
not misleading. It is further understood that in performing its services under
this engagement the Placement Agent will be entitled to rely on and use all
information contained in the Offering Materials, all information furnished to
the Placement Agent by or on behalf of the Company, all information authorized
by the Company to be furnished by the Placement Agent to prospective Purchasers
or other parties and all other information that is publicly available without
independent verification thereof, and the Placement Agent will not be
responsible in any respect for the accuracy, completeness or reasonableness of
any such information or to conduct any independent verification thereof or any
appraisal of assets or liabilities.



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         4. Closing; Delivery; Placement Fees.

            (a) The closing of the purchase and sale of the Shares (the
"Closing") shall take place at such time and on such date and at such place as
shall be agreed upon by the Company and the Purchasers (the "Closing Date").

            (b) At the Closing, there shall be delivered to the Company on
behalf of each investor purchasing Shares (the "Purchasers") a stock purchase
agreement substantially in the form included in the Offering Materials (with
such modifications as may be agreed to between the Company and such Purchasers)
(each, a "Purchase Agreement"), and there shall also be delivered to the Company
on behalf of each Purchaser the full purchase price, in same-day funds, of the
Shares which such Purchaser is to purchase, and all other documents provided for
in the Purchase Agreements. At the Closing, the Company will deliver to the
Purchasers certificates representing the Shares purchased by them and will
deliver to the Purchasers and the Placement Agent other documents provided for
by the Purchase Agreements.

            (c) At the Closing, the Company shall pay or cause to be paid to the
Placement Agent a placement fee, in same-day funds, in an amount equal to 7%
(the "Placement Fee") of the gross proceeds received by the Company from the
sale of the Shares. Notwithstanding the immediately preceding sentence, in the
event that Gambro, Inc. or an affiliate thereof (formerly named Cobe
Laboratories, Inc., "Cobe") purchases Shares in the Offering, the fees payable
by the Company to the Placement Agent shall be 3.5% of the gross proceeds with
respect to that number of shares purchased by Cobe in the Offering which is less
than or equal to the number obtained by multiplying (i) the aggregate number of
Shares sold by the Company to all Purchasers in the Offering by (ii) that
percentage of the Company's common stock, $.01 par value per share, beneficially
owned by Cobe and its affiliates (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) on the date hereof
(calculated in accordance with Rule 13d-3 of the Exchange Act); provided that it
is understood that the fees payable by the Company to the Placement Agent with
respect to gross proceeds relating to any Shares purchased by Cobe in the
Offering in excess of such number calculated above shall be 7%.

         5. Representations, Warranties and Covenants of the Company. For the
benefit of the Placement Agent, the Company hereby confirms and agrees to comply
with the representations, warranties and covenants made by it to the Purchasers
in the Purchase Agreement, and hereby further represents and warrants that this
Agreement has been duly authorized, executed and delivered on behalf of the
Company and constitutes the legal, valid and binding agreement of the Company
(except insofar as enforcement of the indemnification or contribution provisions
hereof may be limited by applicable laws or principles of public policy and
subject, as to enforcement, to the availability of equitable remedies and
limitations imposed by bankruptcy, insolvency, reorganization and other similar
laws and related court decisions relating to or affecting creditors' rights
generally).

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         6.  Additional Covenants of the Company. The Company further covenants
and agrees with the Placement Agent that:


             (a) The Company will notify the Placement Agent of any event of
which it is aware and as a result of which the Offering Materials would include
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading; and it will not use any
amendment or supplement to the Offering Materials without the prior consent of
the Placement Agent (which consent will not be unreasonably withheld). The
Company will conduct the Offering in compliance with Section 4(2) of the Act and
the Rules and Regulations and all applicable state securities laws and
regulations.

             (b) The Company covenants and agrees with the Purchaser that the
Company will pay all expenses, fees and taxes in connection with (i) the
preparation of the Offering Materials and all other documents delivered to
prospective investors, (ii) the furnishing of the opinions of counsel for the
Company, comfort letters and other closing documents, (iii) the registration or
qualification of the Shares for resale in states requested by selling
Purchasers, provided that the Company may do so without incurring unreasonable
effort or expense; provided, however, that the Company shall not be obligated to
(A) file any general consent to service of process, (B) qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or (C) take any
action that would subject it to income taxation in any jurisdiction, and (iv)
the registration of the Shares under the Act in accordance with Section 8 of the
Purchase Agreements. The Company also agrees that it will reimburse the
Purchaser for its reasonable out-of-pocket expenses in connection with the
Offering, and will pay the reasonable fees and expenses of Dewey Ballantine LLP,
counsel to the Placement Agent.

             (c) The Company agrees to reasonably cooperate with the Placement
Agent and its counsel with respect to their due diligence investigation.

             (d) The Company agrees to deliver to the Placement Agent the legal
opinions, comfort letters and other documents specified in Annex A hereto at the
times set forth therein.

         7. Conditions of Placement Agent's Performance. The purchase and sale
of the Shares and the obligations of the Placement Agent as provided herein
shall be subject to the accuracy, as of the date hereof and the Closing Date (as
if made on and as of such Closing Date), of the representations and warranties
of the Company herein and in the Purchase Agreements and to the performance in
all material respects by the Company of its obligations hereunder and under the
Purchase Agreements.

         8. Representations, Warranties, and Covenants of the Placement Agent.

         The Placement Agent hereby represents and warrants to, and covenants
with, the Company that:


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             (a) This Agreement has been duly authorized, executed and delivered
by the Placement Agent and constitutes the legal, valid and binding obligation
of the Placement Agent, enforceable against it in accordance with its terms
(subject, as to enforcement, to the availability of equitable remedies and
limitations imposed by bankruptcy, insolvency, reorganization and other similar
laws and related court decisions relating to or affecting creditors' rights
generally).

             (b) The Placement Agent will comply with any reasonable written
advice of the Company with respect to the manner in which to offer and sell the
Shares so as to ensure that the offering and sale thereof will comply with the
securities laws of any state in which Shares are offered by the Placement Agent,
and the Placement Agent will not make an offer of Shares in any state which the
Company advises it in writing that such offer would be unlawful.

             (c) The Placement Agent is (i) a registered broker-dealer under the
Exchange Act, (ii) is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"), and (iii) registered as a broker-dealer
in each jurisdiction in which it is required to be registered as such in order
to offer and sell the Shares in such jurisdiction.

             (d) Except by means of materials or communications provided or
approved by the Company or except as otherwise agreed to by the Company, the
Placement Agent has not and will not make an offer of Shares on the basis of any
communications or documents relating to the Company or the Shares except by
means of the Offering Materials. The Placement Agent will deliver a copy of the
Offering Materials, as then amended or supplemented, to each prospective
investor solicited by it prior to such offeree's execution of a Purchase
Agreement.

             (e) The Placement Agent has not and will not make an offer of
Shares on behalf of the Company, or of any securities, the offering of which may
be integrated with the Offering, by any form of general solicitation or general
advertising in violation of Rule 502(c) of Regulation D such as would cause the
offering of Shares not to qualify under Section 4(2) of the Act as a transaction
except from Section 5 thereof. Any information relating to the Placement Agent
or the Offering and furnished by the Placement Agent in writing expressly for
inclusion in the Offering Materials (it being understood that any of such
information will be specified in a separate letter between the Company and the
Placement Agent) will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make such information, in light of the circumstances under which it is used, not
misleading.

             (f) Except as would not cause the offering of Shares not to qualify
under Section 4(2) of the Act as a transaction exempt from Section 5 thereof or
under any similar exemption under state securities laws, the Placement Agent
will not transmit to the Company any written offer from an offeree to purchase
Shares unless, immediately prior thereto, it reasonably believes that:

             (i) the offeree is an Accredited Investor; and


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             (ii) the offeree meets all other offeree and/or purchaser
         suitability standards, if any, required under applicable state
         securities laws and regulations.

             (g) The Placement Agent will periodically notify the Company at
reasonable intervals of the jurisdictions in which the Shares are being offered
by it or will be offered by it pursuant to this Agreement, and will periodically
notify the Company at reasonable intervals of the status of the Offering
conducted pursuant to this Agreement.

             9. Indemnification and Contribution. In the event that the
Placement Agent becomes involved in any capacity in any claim, suit, action,
proceeding, investigation or inquiry (including, without limitation, any
shareholder or derivative action or arbitration proceeding) in connection with
any matter in any way referred to in this Agreement or arising out of the
matters contemplated by this Agreement with respect to which the Placement Agent
is entitled to indemnification as contemplated herein (a "Proceeding"), the
Company will reimburse the Placement Agent for its reasonable legal and other
expenses (including the cost of any investigation and preparation) as such
expenses are incurred by the Placement Agent in connection therewith. The
Company also agrees to indemnify, defend and hold the Placement Agent harmless,
to the fullest extent permitted by law, from and against any losses, claims,
damages, liabilities and expenses (A) arising out of or based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Materials or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (B) in connection with any matter in any
way relating to or referred to in this Agreement or arising out of the matters
contemplated by this Agreement, unless, in the case of this clause (B), it shall
be determined by a court of competent jurisdiction in a judgment that has become
final in that it is no longer subject to appeal or other review that such
losses, claims, damages, liabilities and expenses resulted solely from the gross
negligence or willful misconduct of the Placement Agent. The Company may assume
the defense of any such Proceeding, including the employment of counsel
reasonably satisfactory to the Placement Agent. If such indemnification to which
the Placement Agent is entitled were for any reason not to be available or
sufficient to hold the Placement Agent harmless, the Company agrees to
contribute to the losses, claims, damages, liabilities and expenses involved in
the proportion appropriate to reflect the relative benefits paid or received or
sought to be paid or received by the Company and its stockholders on the one
hand, and the Placement Agent, on the other hand, in the matters contemplated by
this Agreement; provided, that in no event shall the Company contribute less
than the amount necessary to assure that the Placement Agent is not liable for
losses, claims, damages, liabilities and expenses in excess of the amount of
fees that the Placement Agent is entitled to receive pursuant to this Agreement.
The Company will not settle any Proceeding in respect of which indemnity may be
sought hereunder, whether or not the Placement Agent is an actual or potential
party to such Proceeding, without the Placement Agent's prior written consent
(which consent shall not be unreasonably withheld). For purposes of this
paragraph, the Placement Agent shall include Warburg Dillon Read LLC, any of its
affiliates, each other person, if any, controlling Warburg Dillon Read LLC or
any of its affiliates, their

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934971.1


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respective officers, current and former directors, employees and agents, and the
successors and assigns of all of the foregoing persons. The foregoing indemnity
and contribution agreement shall be in addition to any rights that the Placement
Agent or any indemnified party may have at common law or otherwise.

             The Company also agrees that neither the Placement Agent nor any of
its affiliates, directors, agents, employees or controlling persons shall have
any liability to the Company or any person asserting claims on behalf of or in
right of the Company in connection with or as a result of either the Placement
Agent 's appointment under this Agreement or any matter referred to in this
Agreement except to the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company are determined by a court of competent
jurisdiction in a judgment that has become final in that it is no longer subject
to appeal or other review to have resulted solely from the gross negligence or
willful misconduct of the Placement Agent in performing the services that are
the subject of this Agreement.

             10. Representations, Warranties and Covenants to Survive Delivery.
All representations, warranties and covenants of the Company herein shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Placement Agent, the Company, or any of their respective
officers, directors or controlling persons, and shall survive delivery of the
Shares.

             11. Termination. This Agreement shall terminate if the Closing of
the sale of the Shares does not occur on or before March 15, 2000, unless
extended by the mutual agreement of the Company and the Placement Agent. Upon
any such termination, (i) the Company shall reimburse the Placement Agent for
its reasonable out-of-pocket expenses, and pay the reasonable fees and expense
of Dewey Ballantine LLP, counsel to the Placement Agent, in each case as
provided in Section 6(b) hereof, and (ii) the obligations of the parties set
forth in Section 9 hereof shall survive termination of this Agreement.

             12. Notices. All notices of communications hereunder, except as
herein otherwise specifically provided, shall be in writing mailed, delivered or
faxed to the Placement Agent at 299 Park Avenue, New York, NY 10171, Attention:
Benjamin D. Lorello (fax: 212-821-5520), with a copy to Dewey Ballantine LLP,
1301 Avenue of the Americas, New York, NY 10019, Attn: Donald J. Murray (fax:
212-259-6333) or, if sent to the Company, at 140 Locke Drive, Marlborough, MA
01752, Attn: President (fax: 508-485-6045), with a copy to Battle Fowler LLP, 75
East 55th Street, New York, New York 10022, Attn: Luke P. Iovine, III (fax:
212-856-7816).

             13. Announcements and Advertisements. After the Closing and public
announcement of the Offering, the Placement Agent may, at its own expense, place
customary tombstone announcements or advertisements in financial newspapers and
journals describing its services hereunder; provided, that, prior to
consummation of the Offering, such announcements or advertisements (other than
those appearing in trade journals or other marketing materials of the Placement
Agent) shall require the prior approval of the Company (which approval shall not
be unreasonably withheld), unless in

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the case of multiple announcements, the form of such announcement or
advertisement previously has been approved by the Company.

             14. Governing Law; Consent to Jurisdiction; Waiver of Trial by
Jury. This Agreement and any claim, counterclaim or dispute of any kind or
nature whatsoever arising out of or in any way relating to this Agreement
("Claim"), directly or indirectly, shall be governed by and construed in
accordance with the laws of the State of New York. Except as set forth below, no
Claim may be commenced, prosecuted or continued in any court other than the
courts of the State of New York located in the City and County of New York or in
the United States District Court for the Southern District of New York, which
courts shall have exclusive jurisdiction over the adjudication of such matters,
and the Company and the Placement Agent consent to the jurisdiction of such
courts and personal service with respect thereto. The Company hereby consents to
personal jurisdiction, service and venue in any court in which any Claim arising
out of or in any way relating to this Agreement is brought by any third party
against the Placement Agent or any indemnified party. Each of the Placement
Agent and the Company waives all right to trial by jury in any Proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement. The Company agrees that a final judgment
in any such Proceeding or counterclaim brought in any such court shall be
conclusive and binding upon the Company and may be enforced in any other courts
to the jurisdiction of which the Company is or may be subject, by suit upon such
judgment.

             15. Lending Relationships. A lending affiliate of the Placement
Agent may have lending relationships with the Company. To the extent required
under the securities laws, the Company will disclose in the Offering Materials
the existence of any such lending relationships and whether the proceeds of the
Offering will be used to repay debts owed to affiliates of the Placement Agent.

             16. Benefits of Agreement. This Agreement shall be binding upon
and, except as set forth in the following sentence, is solely for the benefit of
the Placement Agent and the Company and any successor or assign of any
substantial portion of the Company's and the Placement Agent's respective
businesses and/or assets. Nothing expressed or mentioned herein is intended or
shall be construed to give any other person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
representation, warranty or agreement herein contained, except as set forth in
Section 9.

             17. No Effect on Letter Agreement. Neither the entering into of
this Agreement nor any termination of this Agreement shall be deemed to change
the obligations of the parties under that certain letter agreement dated January
11, 2000 between the Company and the Placement Agent, which letter agreement
shall continue to be remain in effect in accordance with the terms thereof.


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             18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

                                    Very truly yours,

                                    HEMASURE INC.


                                    By: /s/John F. McGuire
                                        ______________________________________
                                        John F. McGuire
                                        President and Chief Executive Officer


WARBURG DILLON READ LLC


By:/s/Benjamin D. Lorello
   ___________________________
   Benjamin D. Lorello
   Managing Director


By:/s/Real H. Leclerc
   ___________________________
   Real H. Leclerc
   Director

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                     ANNEX A TO PLACEMENT AGENCY AGREEMENT


Legal Opinion of Battle Fowler LLP(1)

             Battle Fowler LLP, counsel to the Company, shall have delivered a
legal opinion, dated the Closing Date and addressed to the Placement Agent, to
the effect that:


             a.   The Company is a corporation validly existing and in good
                  standing under the laws of the State of Delaware and has all
                  requisite corporate power and authority to conduct its
                  business as presently conducted; and the Company is duly
                  qualified to conduct its business as a foreign corporation in
                  Massachusetts.

             b.   The authorized capital stock of the Company consists of (a)
                  35,000,000 shares of common stock, $.01 par value per share,
                  and (b) 1,000,000 shares of undesignated preferred stock, $.01
                  par value per share.

             c.   When issued and paid for in accordance with the Agreements,
                  the Shares will be validly issued, fully paid and
                  non-assessable and will not have been issued in violation of
                  any preemptive rights contained in the Company's Certificate
                  of Incorporation or under the Delaware General Corporation
                  Law.

             d.   The Company has the requisite corporate power and authority
                  (A) to enter into this Agreement and (B) to issue, sell and
                  deliver the Shares to be sold by it to the Purchasers as
                  provided in the Purchase Agreements; and the Purchase
                  Agreements have been duly authorized, executed and delivered
                  by the Company.

             e.   The Purchase Agreements constitute the valid and binding
                  obligation of the Company, enforceable against the Company in
                  accordance with their terms.

             f.   Neither the offer, sale or delivery of the Shares, the
                  execution, delivery or performance by the Company of the
                  Purchase Agreements, nor the consummation by the Company of
                  the transactions contemplated thereby constitutes or will
                  constitute a breach or violation of, or a default under, the
                  Certificate of Incorporation or Bylaws of the Company or any
                  agreement, indenture, lease or other instrument to which the
                  Company is a party or by which its properties or assets is
                  subject and, in each case, which is identified as an exhibit
                  to the Company's Annual Report on Form 10-K for the Year Ended
                  December 31, 1998 (the "1998 10-K") or to any Quarterly Report
                  on Form 10-

--------
(1)Subject to customary assumptions, qualifications, and limitations.

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                  Q or Current Report on Form 8-K filed with the Commission
                  subsequent to the 1998 10-K (each such agreement, indenture,
                  lease or other contract or instrument herein, a "Material
                  Agreement"), or will result in the creation or imposition of
                  any material lien, charge or encumbrance upon any property or
                  assets of the Company pursuant to the terms of any Material
                  Agreement, nor will any such action result in any material
                  violation of any existing law, or any regulation, ruling
                  judgment, injunction, order or decree known to us to be
                  applicable to the Company and to transactions of the nature
                  contemplated by the Offering.

             g.   No consent, approval, authorization or other order of, or
                  registration or filing with, any court, regulatory body,
                  administrative agency or other governmental body, agency or
                  official is required on the part of the Company (except such
                  as may be required under state securities or Blue Sky laws
                  governing the sale of the Shares, the filing of a Form D with
                  respect to the issuance of the Shares with the Commission, or
                  such as may be required in connection with the performance by
                  the Company of its obligations under Section 8 of the Purchase
                  Agreements, as to which we express no opinion) for the
                  issuance and sale of the Shares to the Purchasers as
                  contemplated by the Purchase Agreements.

             h.   To our knowledge, there are no legal or governmental
                  proceedings pending or threatened against the Company, or to
                  which the Company or any of its properties are subject, which
                  are not disclosed or identified in the Offering Memorandum and
                  which, if adversely decided, would likely cause a Material
                  Adverse Effect or materially and adversely affect the issuance
                  of the Shares or the consummation of the transactions
                  contemplated by the Purchase Agreements.

             i.   The offer and sale of the Shares in the manner contemplated
                  by the Offering Memorandum, the Placement Agency Agreement and
                  the Purchase Agreements do not require registration under
                  Section 5 of the Act.

             j.   The Company is not, and upon consummation of the sale of the
                  Shares will not be, an "investment company" or a person
                  "controlled" by an "investment company" within the meaning of
                  the Investment Company Act of 1940, as amended.

             In addition, we have participated in conferences with officers and
other representatives of the Company, representatives of the independent public
accountants of the Company, the Placement Agent and representatives of the
Placement Agent at which the contents of the Offering Memorandum were discussed
and, although we are is not passing upon and do not assume responsibility for
the accuracy, completeness or fairness of the statements contained in the
Offering Memorandum, on the basis of the foregoing nothing has come to the
attention of such counsel that causes them to believe that the Offering
Memorandum as of its date and as of

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the date hereof contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (it being understood
that we express no opinion with respect to the financial statements and
schedules and other financial, accounting and statistical data included in or
excluded from the Offering Memorandum).

             In rendering their opinion as aforesaid, counsel may rely upon an
opinion or opinions of other counsel retained by it or the Company as to laws of
any jurisdiction other than the United States, the State of New York or the
General Corporation Law of the State of Delaware; provided that (i) each such
local counsel is reasonably acceptable to the Placement Agent, (ii) such
reliance is expressly authorized by each opinion so relied upon and a copy of
each such opinion is delivered to the Placement Agent and is in form and
substance satisfactory to them and their counsel and (iii) counsel shall state
in its opinion that it believes that it and the Placement Agent are justified in
relying thereon.

Legal Opinion of Heslin & Rothenberg, P.C.

             Heslin & Rothenberg, P.C., intellectual property counsel to the
Company, shall have delivered a legal opinion dated the Closing Date and
addressed to the Placement Agent to the effect that to such counsel's knowledge,
the statements in the Offering Memorandum under the captions "Risk Factors - We
May Be Unable to Adequately Protect Our Proprietary Rights," "Risk Factors - We
May Be Sued by Third Parties for Infringement of Their Proprietary Rights, in
the first and second paragraphs under the caption "Risk Factors - We May Not
Prevail in Pending or Potential Lawsuits", "Business - Licenses, Patents and
Proprietary Information" and in the first through fifth paragraphs under the
caption "Business - Legal Proceedings" insofar as such statements constitute
summaries of intellectual property matters with respect to the Company and the
Subsidiary, are in all material respects accurate and complete statements or
summaries of the matters therein set forth.

Legal Opinion of Pennie & Edmonds LLP

         Pennie & Edmonds LLP, intellectual property litigation counsel to the
Company, shall have delivered a legal opinion dated the Closing Date and
addressed to the Placement Agent to the effect that to such counsel's knowledge
the statements in the Offering Memorandum in the first and second paragraphs
under the captions "Risk Factors - We May Not Prevail in Pending or Potential
Lawsuits" and in the first through sixth paragraphs under the caption "Business
- Legal Proceedings," as of the date of the Offering Memorandum and as of the
date of such opinion, are in all material respects accurate and complete
statements or summaries of the matters therein set forth.




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Legal Opinion of Vinson & Elkins L.L.P.

             Vinson & Elkins L.L.P., intellectual property litigation counsel to
the Company, shall have delivered a legal opinion dated the Closing Date and
addressed to the Placement Agent to the effect that to such counsel's knowledge
the statements in the Offering Memorandum in the first and second paragraphs of
the section captioned "Risk Factors - We May Not Prevail in Pending or Potential
Lawsuits" and in the third and fourth paragraphs of the section captioned
"Business - Legal Proceedings," as of the date of the Offering Memorandum and as
of the date of such opinion, are in all material respects accurate and complete
statements or summaries of the matters therein set forth.

Legal Opinion of Hale and Dorr LLP

             Hale and Dorr LLP, special regulatory counsel to the Company shall
have delivered a legal opinion dated the Closing Date and addressed to the
Placement Agent to the effect that to such counsel's knowledge the statements in
the Offering Memorandum under the caption "Risk Factors - We May Not Be Able to
Timely Obtain Regulatory Approvals, If at All" and "Business - Government
Regulation," insofar as such statements constitute summaries of law under the
Federal Food, Drug and Cosmetic Act applicable to the Company's business and
products as set forth in the Offering Memorandum, as of the date of the Offering
Memorandum and as of the date of such opinion, are in all material respects
accurate summaries.

Comfort Letters

             The Placement Agent shall have received from PricewaterhouseCoopers
LLP "comfort" letters dated the date of the Offering Memorandum, the date of the
Agreements and the Closing Date, substantially in the forms heretofore approved
by the Placement Agent.


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