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                                                                 Exhibit 10(liv)

                                   AGREEMENT
                                   ---------

                  This Agreement, dated November 16, 1998, is made by and among
Chrysalis International Corporation, a Delaware corporation ("Chrysalis"),
Panlabs International Inc., a Washington corporation and a wholly-owned
subsidiary of MDS Washington, Inc., a wholly-owned subsidiary of MDS Inc. (the
"Investor") and MDS Inc., a corporation organized under the laws of Canada
("MDS").

                  WHEREAS, Chrysalis, Investor and MDS are parties to that
certain Standstill and Confidentiality Agreement, dated March 16, 1998 (the
"Standstill Agreement"); and

                  WHEREAS, Chrysalis and Investor are parties to that certain
Warrant Agreement, dated March 16, 1998 (the "Warrant Agreement"); and

                  WHEREAS, Chrysalis and Investor are parties to that certain
Note and Warrant Purchase Agreement, dated March 16, 1998 (the "Purchase
Agreement"), pursuant to which Chrysalis issued to Investor that certain 6%
Subordinated Note Due March 16, 2001 (the "Note"); and

                  WHEREAS, Chrysalis and Investor are parties to that certain
Security Agreement, dated March 16, 1998 (the "Security Agreement"), that
secures Chrysalis' obligations under the Note; and

                  WHEREAS, Chrysalis, Investor and MDS, as appropriate, desire
to waive or amend certain provisions of the Standstill Agreement, the Warrant
Agreement, the Purchase Agreement, the Note and the Security Agreement.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:

                  1. AMENDMENTS TO STANDSTILL AGREEMENT. Pursuant to Section 8.2
of the Standstill Agreement, the parties hereto hereby agree that:

                           (a) Section 2.1(d) of the Standstill Agreement is
                  hereby amended and restated to read as follows:

                                    "(d) TERM OF THIS AGREEMENT. "Term of this
                           Agreement" for purposes of this Agreement shall mean
                           a period commencing on March 16, 1998 and ending on
                           the first to occur of (i) an Event of Default under
                           Section 3.8 of the Note, (ii) the date that the
                           Investor is no longer the Beneficial Owner of any
                           Restricted Securities, or (iii) the date that
                           Chrysalis merges with, or otherwise is acquired by,
                           Phoenix International Life Sciences, Inc. ("Phoenix")
                           or any direct or indirect wholly-owned subsidiary of
                           Phoenix (a "Phoenix Merger") pursuant to which (A)
                           Chrysalis' stockholders receive merger consideration
                           having a value of no more than $1.50 per share (as
                           calculated as of the date of execution of definitive
                           documentation related to the Phoenix Merger) and (B)
                           Phoenix agrees in the


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                           definitive documentation related to the Phoenix
                           Merger to repay on the date of consummation of the
                           Phoenix Merger all amounts owing under the Note."

                           (b) The following new Section 6.6 is hereby added
                  immediately following the existing Section 6.5 of the
                  Standstill Agreement:

                                    "SECTION 6.6 TERMINATION. The provisions of
                           this Section 6 shall automatically terminate upon the
                           closing of a Phoenix Merger."

                           (c) The following new Section 7.6 is hereby added
                  immediately following the existing Section 7.6 of the
                  Standstill Agreement:

                                    "SECTION 7.6 TERMINATION. The provisions of
                           this Section 7 shall automatically terminate upon the
                           closing of a Phoenix Merger."

                  2. WAIVER AND AMENDMENTS TO WARRANT AGREEMENT. Pursuant to
Section 8.1 of the Warrant Agreement:

                                    (a) Investor hereby waives any right to
                  receive notice under Section 2.4 of the Warrant Agreement of
                  any record date related to a Phoenix Merger.

                                    (b) Chrysalis and Investor hereby agree that
                  Section 1.1 of the Warrant Agreement is hereby amended and
                  restated to read in its entirety as follows:

                                             "1.1 GRANT. Chrysalis hereby grants
                                    t the Investor this Warrant, which, subject
                                    to the terms and conditions of the
                                    Standstill Agreement is exercisable as
                                    provided herein, in whole or in part as
                                    provided in Section 3.1 hereto, at any time
                                    and from time to time during the period (the
                                    "Exercise Period") commencing on March 16,
                                    1998 (the "Closing Date") and ending on the
                                    earlier to occur of (i) the date immediately
                                    preceding the closing of a Phoenix Merger or
                                    (ii) the later to occur of (A) the third
                                    anniversary of the Closing Date at 5:00
                                    p.m., local time in New York, New York and
                                    (B) payment by Chrysalis of the full amount
                                    of the Note, to purchase an aggregate of up
                                    to Two Million (2,000,000) shares of Common
                                    Stock (the "Warrant Shares"), at an exercise
                                    price of two dollars and fifty cents ($2.50)
                                    per share (as it may be hereinafter
                                    adjusted, the "Exercise Price")."

                  3. WAIVER OF PURCHASE AGREEMENT. Pursuant to Section 10.8.2 of
the Purchase Agreement, Investor hereby waives any right to receive notice
related to a Phoenix Merger under Section 6.3 of the Purchase Agreement.

                  4. AMENDMENT TO NOTE. Chrysalis and the Investor hereby agree
that:

                  (a)      the last sentence of the second paragraph of the Note
                           is hereby amended and restated to read in its
                           entirety as follows:


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                           "The aforesaid principal amount shall be due,
                           together with all accrued and unpaid interest, on the
                           earliest to occur of the following dates (in each
                           case, the "Maturity Date"): (i) March 16, 2001, (ii)
                           the date of the closing of a Phoenix Merger, or (iii)
                           such earlier date on which the principal amount shall
                           become due in accordance with the terms of the Note."

                  (b)      Section 3.9 of the Note is hereby amended and
                           restated to read in its entirety as follows:

                           "3.9 CHANGE OF CONTROL. Upon any of the following to
                           occur: (i) in the event of a Phoenix Merger, the
                           passage of 180 calendar days after the earlier of the
                           public announcement or the execution of definitive
                           documents with respect thereto; (ii) in the event of
                           a Change of Control transaction (other than a Phoenix
                           Merger) with a Person, other than the Payee, which is
                           approved by the Board of Directors of the Company,
                           the passage of 60 calendar days after the earlier of
                           the public announcement or the execution of
                           definitive documents with respect thereto; and (iii)
                           in the event of a Change of Control transaction with
                           a Person, other than the Payee, which is not approved
                           by the Board of Directors of the Company, the passage
                           of 60 calendar days after the consummation of such
                           transaction,"

                  5. EFFECTIVENESS; TERMINATION. This Agreement shall be
effective upon execution by all of the parties hereto. Notwithstanding the
foregoing, if the Phoenix Merger is not consummated within 180 calendar days
after the earlier of the public announcement or the execution of definitive
documents with respect thereto (such 180th day being referred to herein as the
"Final Date"), then this Agreement shall be null and void and of no further
force or effect other than with respect to the waivers contained in Section
1(d), 2(a) and 3 solely with respect to actions and events taking place prior to
the Final Date.

                  6. MISCELLANEOUS:

                                    (a) All capitalized terms used herein and
                  not defined herein are used as defined in the Standstill
                  Agreement, the Warrant Agreement, the Purchase Agreement, the
                  Note or the Security Agreement, as the case may be.

                                    (b) This Agreement shall be deemed to be a
                  contract made under the laws of the State of Delaware and for
                  all purposes shall be construed in accordance with the laws of
                  said state without giving effect to the rules of said state
                  governing the conflicts of laws.


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                                    (c) This Agreement shall be binding on all
                  successors and assigns of the parties hereto and on all
                  transferees of the Note.

                                    (d) This Agreement may be executed in two or
                  more counterparts, each of which shall be deemed an original,
                  and all of which together shall constitute one and the same
                  instrument.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first written above.

                     CHRYSALIS INTERNATIONAL CORPORATION

                     /s/ Paul J. Schmitt
                     -----------------------------------------------
                     By:  Paul J. Schmitt
                     Title:  President and CEO

                     PANLABS INTERNATIONAL INC.

                     /s/ Peter E. Brent
                     -----------------------------------------------
                     By:  Peter E. Brent
                     Title:  Assistant Secretary

                     MDS INC.

                     /s/ Peter E. Brent
                     -----------------------------------------------
                     By:  Peter E. Brent
                     Title:  Vice President Legal Affairs and Corporate
                             Secretary


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