CONFIDENTIAL DISCLOSURE AGREEMENT

This  Agreement  is  made  by  and  between   Ophidian   Pharmaceuticals,   Inc.
(hereinafter  "OPHIDIAN"),  a  Delaware  corporation  with  offices at 5445 East
Cheryl  Parkway,   Madison,   WI.,  53711  and  Biosyntech  Ltd.,   (hereinafter
"BIOSYNTECH")  a  Canadian  corporation  with  offices at 475  Boulevard  Armand
Frappier,  Montreal  (Laval) QC, CANADA H7V 4B3. This Agreement will confirm the
mutual  interest of OPHIDIAN and BIOSYNTECH in sharing  certain  information and
providing for protection of that  information.  Each party shall disclose to the
other certain  confidential  business and  technology  information  for the sole
purpose of evaluating a business relationship.

                                    RECITALS

Each  undersigned  party,  intending to be legally bound,  understands  that the
other party (the Disclosing Party) intends to disclose  information  relating to
the Disclosing  Party's  business so that the other party (the Receiving  Party)
may evaluate such information on the following terms and conditions:

1.   Following the full execution of this Agreement, each party will disclose to
     the other party certain of its confidential,  proprietary information,  and
     other  Confidential  Information,   relating  to  pharmaceutical  research,
     development, manufacturing and marketing. Such Confidential Information may
     include,  but is not  necessarily  limited to,  business  concepts,  market
     analysis,  technology,  processes, data, materials, patent applications and
     medical or other applications, except any portion thereof which:

     (a)  at the time of disclosure is in the public domain;
     (b)  after disclosure  becomes part of the public domain,  except by breach
          of this Agreement;
     (c)  was in the  possession of the recipient at the time of disclosure  and
          was not  acquired,  directly or  indirectly,  under an  obligation  of
          confidentiality,   as  established  by  competent   written  evidence;
     (d)  was received by recipient  from a third party who is not,  directly or
          indirectly,  under an obligation for confidentiality to the Disclosing
          Party with respect to such information;
     (e)  is  required  by a  judicial  or  administrative  agency of  competent
          jurisdiction to be disclosed,  after maximum practicable notice by the
          receiving party to the disclosing party; or,
     (f)  was  developed  by or for  the  Recipient  independent  of  disclosure
          hereunder as evidence by Recipient's written records.

2.   The Receiving Party agrees not to use the Confidential Information provided
     by the  Disclosing  Party for any purpose other than the  evaluation of the
     aforementioned  business  relationship.

3.   The  Receiving  Party  agrees  to  limit  distribution  of  and  access  to
     Confidential Information only to employees,  officers, and directors within
     the  Receiving  Party's  immediate  organization  (and  within any  parent,
     subsidiary or affiliated entity) and outside, third party consultants bound
     by confidentiality requirements no less stringent than those contain within
     this  agreement,  and then only to those  individuals who have a legitimate
     "need to know" for the above described evaluation purpose. Each party shall
     take all reasonable steps to ensure that

<PAGE>

such  employees,  whether  during or after their  employment  with the Receiving
party,  shall keep the Disclosing Party's  Confidential  Information secret from
other entities.

4.   Receipt and  evaluation of  information  shall be limited to a one (1) year
     period  following  the date of full  execution  of this  Agreement,  unless
     extended by written agreement signed by the parties.  Upon thirty (30) days
     written  notice  to the  other  party,  either  party  may  terminate  this
     agreement;  provided,  however,  that all obligations of nondisclosure  and
     non-use,  as well as those  provisions which by their nature should survive
     termination, shall so survive for a period of three (3) years from the date
     hereof.

5.   The  existence,  terms,  nature,  or subject  matter of this  Agreement are
     confidential and shall be treated as Confidential  Information  pursuant to
     the terms of this Agreement.

6    Confidential  Information  received  from  the  Disclosing  Party  and  any
     developments  materially  derived  therefrom  are and shall remain the sole
     property  of the  Disclosing  Party.  Nothing  herein  shall be  deemed  to
     constitute  by  implication  or  otherwise  the  license  or  grant  to the
     Receiving  Party by the Disclosing  party,  except as  anticipated  for the
     purpose  of  this  Agreement,  of any  intellectual  property  right  to or
     interest in the  Disclosing  Party's  information  and/or any  information,
     technology  and/or  products  materially  derived or  developed  therefrom,
     notwithstanding  the  exceptions  set  forth in  Paragraph  1  herein.  The
     Receiving Party shall not use, develop, disclose to any third party, and/or
     commercials e any of the foregoing  without the Disclosing  Party s written
     consent.  No  agency  or  partnership   relationship  is  created  by  this
     Agreement; no warranties, right to use or fitness for any purpose or of any
     other kind are made by either  Disclosing  Party; and it is understood that
     neither party has any obligation to enter into any further  agreements with
     the other related to any business or any other matter.

7.   Nothing in this Agreement  shall be deemed,  by implication or otherwise to
     convey  to the  Receiving  Party any  rights  under  any  patents,  patents
     application, copyrights, trademarks, trade secrets, inventions or any other
     intellectual   property  in  which  the  Disclosing  Party  has  rights  or
     interests,  nor shall this  Agreement be deemed a commitment of any kind by
     either the Receiving Party or the Disclosing Party to enter in to an future
     agreement with the other.

8.   Each  Receiving  Party  shall  exercise  due  care--not  less than the care
     accorded  its  own  valuable  Confidential   Information--to   prevent  the
     unauthorized  disclosure  of  Confidential  Information  received  from the
     Disclosing  Party  hereunder,  or  its  use  for  any  purpose  other  than
     evaluation and consultation with the Disclosing party.

9.   Each party represents that it has the right to make disclosures  under this
     Agreement;  that  it  will  not  disclose  to  the  other  any  information
     confidential  to any third party;  and that the terms of this Agreement are
     not inconsistent with other  contractual  and/or other legal obligations it
     may  have,  or with  the  policies  of any  institution  with  which  it is
     associated.

10.  Upon termination of either mutual evaluations or business relations between
     parties,  or within  thirty (30) days,  if  otherwise  requested  by either
     parry,  each Receiving  Party shall,  upon written return to the Disclosing
     Party all written or other physical embodiments of Confidential Information
     (including tangible materials,  unless requested by the Disclosing Party to
     properly  destroy or dispose  thereof),  together  with all full or partial
     copies  thereof,  as shall  then be in the  Receiving  Party's  possession,
     except  that each party may retain one  complete  record  copy of the other
     party's  Confidential  Information  for  archival  purposes  and to  assure
     compliance with this Agreement.

11.  This Agreement  shall be governed and construed in accordance with the laws
     of the State of  Delaware,  United  States  of  America  without  regard to
     principles of conflict of laws, and this original  English language version
     of the Agreement  shall be controlling in all respects.  In the event legal
     action  becomes  necessary for the  enforcement or  interpretation  of this
     Agreement  such  action  will be brought in the US  District  Court for the
     Western District of Wisconsin, and the parties will submit to the venue and
     jurisdiction of said courts.

12.  No  course  of  conduct  or  dealing  between  the  parties  shall act as a
     modification  or waiver of any  provision  of this  Agreement,  unless such
     modification  or  waivers  are-  contained  in  writing  and signed by duly
     authorized representative of each party


Ophidian Pharmaceuticals, Inc.                    BIOSYNTECH LTD.

By:      /s/ Douglas C. Stafford, Ph.D.       By:  /s/ Francois Binette
         ------------------------------            --------------------
Name:    Douglas C. Stafford, Ph.D.           Name:   Francois Binette

Title:      President and CEO                 Title:  Vice President R&D

Date:       12 August 1999                    Date:       8/16/99
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