TERMINATION AGREEMENT

               This  Termination  Agreement is made  effective  February 7, 1998
(the "Effective Date") by and between BECTON DICKINSON AND COMPANY, a New Jersey
corporation ("Landlord") and Matrix Pharmaceutical, Inc., a Delaware corporation
["Tenant").

                                    RECITALS

               A. Landlord and Tenant entered into a Standard Industrial Lease -
Multi-Tenant  (the  "Lease")  dated as of November  16,  1992,  as amended,  for
premises  commonly known as 2350 Qume Drive, San Jose,  California and described
therein (the "Original Premises"),  for a term of 4 years commencing on November
16, 1992, upon the terms and conditions set forth in said Lease; and

               B. The parties desire to cancel and terminate said Lease upon the
terms and conditions herein provided;

               NOW,  THEREFORE,  in consideration of the mutual covenants of the
respective parties hereto, it is agreed as follows:

               1.  Surrender:  Tenant will surrender  possession of the Premises
described  in the Lease to  Landlord  and  Landlord  will  accept the  surrender
thereof on the Effective  Date, and the said Lease shall be and the same will be
cancelled  and  terminated  as of that date.  Tenant shall fully comply with all
obligations  under  the  Lease  through  the  Effective  Date,  including  those
provisions  relating to the  condition  of the  Premises and removal of Tenant's
personal   property  upon  expiration  of  the  term  of  the  Lease.   Landlord
acknowledges  and agrees that the Premises are in compliance  with the surrender
obligations of the Lease, and accepts the Premises in their "as is" condition.

               2.  Consideration:  For  and in  consideration  of the  foregoing
surrender and acceptance and cancellation of the Lease, Tenant does concurrently
herewith  pay to  Landlord  the sum of  $82,806.98  (the  "Consideration").  The
Consideration  includes  return  by  Landlord  of all  monies  that  Tenant  has
deposited with Landlord as a security deposit pursuant the Lease.

               3.  Release:  Tenant does hereby  release and forever  discharges
Landlord,   and   its   partners,   officers,   directors,   agents,   trustees,
beneficiaries,  and employees,  of and from any and all claims,  acts,  damages,
demands, rights or action and causes of action which Tenant ever had, now has or
in the future may have,  against Landlord,  arising from or in any way connected
with the  Premises  and  Landlord's  management  or operation of the building of
which the Premises is a part. Subject to Tenant's  compliance with the surrender
obligations  set forth herein and payment of the  Consideration,  and except for
the obligations of Tenant which are intended to survive termination of the Lease
(including,   without  limitation,   the  indemnity   obligations  contained  in
paragraphs 8.7 and 50.4 of the Lease and the obligations concerning confidential
information  contained  in  paragraph  54 of the  Lease),  Landlord  does hereby
release and forever  discharge  Tenant,  and its  officers,  directors,  agents,
trustees,  beneficiaries  and  employees  of and from any and all claims,  acts,
damages, demands, rights or actions or causes of action which Landlord ever



                                       1.
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had, now has or in the future may have,  whether known or unknown,  arising from
or in any way connected to the Premises. Landlord and Tenant expressly waive any
and all rights which either may have under Section 1542 of the Civil Code of the
State  of   California   (or  other   similar   statutes),   pertaining  to  the
aforementioned releases, which statute provides as follows:

     "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
     WHICH, IF KNOWN BY HIM, MUST HAVE  MATERIALLY  AFFECTED HIS SETTLEMENT WITH
     THE DEBTOR."

     IN WITNESS  WHEREOF the  parties  hereto have set their hands as of the day
and year first above written.

"LANDLORD"                                  "TENANT"

Becton Dickinson and Company                Matrix Pharmaceutical, Inc.

By:  /s/ Deborah Neff                        By: /s/ Ronald P. Lucas
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Title: President-BDIS                        Title: V.P. of Operation
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                                             By:
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                                             Title:
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                                       2.