CONFIDENTIAL DISCLOSURE AGREEMENT

         This  agreement,  effective as of October 26, 1999  between  Biosyntech
Limited,  having its place of business at 475, Boul.  Armand-Frappier,  Montreal
(Laval) QC Canada H7V 4B3("Company"), and Ontogeny, Inc., a Delaware corporation
having  its  place  of  business  at 45  Moulton  Street,  Cambridge,  MA  02138
("Ontogeny").

         1. BACKGROUND. Company and Ontogeny intend to engage in discussions and
negotiations  concerning the  establishment of a business  relationship  between
them. In connection with such  discussions and  negotiations,  it is anticipated
that Company may disclose or deliver to Ontogeny certain of its trade secrets or
confidential  or  proprietary  information  in the field of  Gel-based  delivery
systems  (the  "Company  Field") and that  Ontogeny  may  disclose or deliver to
Company certain of its trade secrets or confidential or proprietary  information
in the field of  growth/inducing  factors (the "Ontogeny Field") for the purpose
of  enabling  the other  party to  evaluate  the  feasibility  of such  business
relationship.  The parties have  entered into this  Agreement in order to assure
the  confidentiality  of such trade  secrets  and  confidential  or  proprietary
information  in  accordance  with the terms of this  Agreement.  As used in this
Agreement,  the party disclosing  Proprietary  Information (as defined below) is
referred to as the  "Disclosing  Party";  the party  receiving such  Proprietary
Information is referred to as the "Recipient".

         2.  PROPRIETARY  INFORMATION.  As  used  in this  Agreement,  the  term
"Company  Proprietary  Information"  shall  mean any and all  information,  data
specifications,   techniques,   formulae,  manufacturing  processes,  and  other
information in or concerning  the Company Field  disclosed in writing by Company
to Ontogeny (or if orally or visually disclosed,  confirmed in writing within 30
days  of  such  disclosure)  and  designated  as  confidential.  As used in this
Agreement,  the terms "Ontogeny Proprietary  Information" shall mean any and all
information,   data,   specifications,   techniques,   formulae,   manufacturing
processes,  and any  other  information  in or  concerning  the  Ontogeny  Field
disclosed in writing by Ontogeny to Company (or if orally or visually disclosed,
confirmed  in  writing  within 30 days of such  disclosure)  and  designated  as
confidential.   Company   Proprietary   Information  and  Ontogeny   Proprietary
Information are collectively referred to herein as "Proprietary Information".

         3. TERM.  The  provisions of this  Agreement  shall remain in force for
five years from the date of this Agreement. ----

         4. DISCLOSURE OF PROPRIETARY  INFORMATION.  The Recipient shall hold in
confidence,  and shall not disclose to any person outside its organization,  any
Proprietary  Information.  The Recipient shall use such Proprietary  Information
only for the  purpose  for which it was  disclosed  and shall not use or exploit
such  Proprietary  Information  for its own  benefit  or the  benefit of another
without the prior written consent of the Disclosing  Party.  The Recipient shall
disclose  Proprietary  Information  received by it under this  Agreement only to
persons  within  its  organization  who  have a need to 'know  such  Proprietary
Information  in the course of the  performance of their duties and who are bound
to protect the confidentiality of such Proprietary Information.

         5.  LIMITATION  ON  OBLIGATIONS.   The  obligations  of  the  Recipient
specified in Section 4 above shall not apply,  and the  Recipient  shall have no
further obligations,  with respect to any Proprietary  Information to the extent
that such Proprietary Information:


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         (a) is known to the  public at the time of  disclosure  or  becomes  so
known  through no wrongful act on the part of the  Recipient,  but only after it
becomes so publicly known;

         (b) is in the  Recipient's  possession  at the  time of  disclosure  as
evidenced by written records;

         (c) becomes  known to the Recipient  through  disclosure by sources not
under an obligation to the  disclosing  party to maintain  such  information  in
confidence; or

         (d) is  independently  developed by or on behalf of the Recipient by an
individual or individuals not having received Proprietary Information hereunder;

Notwithstanding   the  above,   the  Recipient  may  disclose  such  Proprietary
Information as may be required to comply with  applicable  laws or  governmental
regulations, provided that the Recipient provides notice to the Disclosing Party
of this request  promptly prior to any disclosure to permit the Disclosing Party
to oppose such  disclosure by  appropriate  legal action or to evaluate  whether
means can be taken to provide such disclosure on a confidential basis.

         6. NO LICENSe. It is understood that no right to a license,  implied or
otherwise, under any patent or other rights now or hereafter owned or controlled
by the Disclosing  Party, is granted to the Recipient by this Agreement and that
the disclosure of information  does not grant any party any right in and to such
information.

         7. RETURN OF DOCUMENTS.  The Recipient shall, upon the request of the
Disclosing  Party,  return to the Disclosing  Party all drawings,  documents and
other  tangible  manifestations  of  Proprietary  Information  received  by  the
Recipient pursuant to this Agreement (and all copies and reproductions thereof),
except that the Recipient may retain one copy thereof  solely for the purpose of
determining the extent of its obligations hereunder.

         8. MISCELLANEOUS.

         (a) This Agreement  supersedes all prior  agreements,  written or oral,
between the Disclosing Party and the Recipient relating to the subject matter of
this  Agreement.  This Agreement may not be modif ed, changed or discharged,  in
whole or in part,  except by an  agreement in writing  signed by the  Disclosing
Party and the Recipient.

         (b) This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns.

         (c) The  obligations  and rights of the  parties  under this  Agreement
shall be governed by the internal  laws of the  Commonwealth  of  Massachusetts,
U.S.A., without reference to its conflict of laws rules.

         (d)  Each  party   acknowledges  that  disclosure  of  the  Proprietary
Information  of the other  party or use of the  Proprietary  Information  of the
other party  contrary to the  provisions  of this  Agreement  is likely to cause
irreparable  harm to the Disclosing Party for which damages at law may not be an
adequate  remedy,  and the Recipient  agrees that the Disclosing  Party shall be
entitled to  injunctive  relief to enjoin the

<PAGE>

breach of any provisions of this Agreement or to specifically enforce any of the
Recipient's obligations hereunder. Notwithstanding, but not in limitation of the
foregoing,  the Recipient  shall be responsible to the Disclosing  Party for any
damages  arising from the breach by the  Recipient of any of the  covenants  and
obligations  on its part to be observed or performed  under this  Agreement,  in
addition to any and all other remedies  available to the Disclosing Party at law
or in equity.

         (e) The parties shall adhere to the U.S. Export Administration Laws and
Regulations  and shall not export or re-export any technical  data received from
any other party  hereunder or the direct  product of such  technical data to any
proscribed country listed in the U.S. Export  Administration  Regulations unless
properly authorized by the U.S. Government.

         EXECUTED as a sealed  instrument as of the day and year first set forth
above.

                                      BioSyntech Limited


                                      By: /s/ Francois Binette
                                          -------------------------
                                              Francois Binette

                                      Title:  Vice President R&D


                                      Ontogeny, Inc.


                                      By:  /s/ Raul Rodriguez
                                           ------------------------
                                               Raul Rodriguez


                                      Title: Senior V.P., Business Development