Biological Materials Transfer Agreement

This  Agreement  by and  between  OPHIDIAN  PHARMACEUTICALS,  INC.  (hereinafter
OPHIDIAN),  a  Delaware  corporation,  having a  principal  address 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 and shall govern the conditions of
transfer of materials and the confidential disclosure of proprietary information
to and from the aforementioned parties.

Whereas  BIOSYNTECH  and  OPHIDIAN  desire  to  receive  certain  Materials  and
Information from the other party to this agreement for scientific and commercial
evaluation;
Whereas  OPHIDIAN  and  BIOSYNTECH  are  willing to provide  the  Materials  and
Information described herein;

Now, therefore OPHIDIAN and BIOSYNTECH agree as follows:

     1.   "Materials"   shall  mean  proprietary   original   materials  of  the
          respective parties;

     2.   "Information"   shall  mean,   subject  to  paragraph  4  below,   all
          information relating to the Materials;

     3    Materials  shall remain the sole property of the party providing them.
          The Providing Party shall retain all  intellectual  property rights in
          Materials  and  Information.  The  Receiving  Party shall not transfer
          materials  and materials  derived from  Materials to anyone other than
          its  employees.  Only those  employees of the  Receiving  Party with a
          legitimate   need  for  access  will  have  access  to   Materials  or
          Information.  Materials  may  not  be  transferred  or  taken  by  the
          Receiving  Party to another  institution or company  without the prior
          written consent of the Providing Party.  Materials will not be sold to
          third parties and shall not be used for research, testing or treatment
          involving human subjects or for making any clinical decisions relating
          to human diagnosis or care.

     4.   Information  generated  during this material  transfer and  evaluation
          shall be retained in  confidence  by both  parties for three (3) years
          and shall not be disclosed to third parties,  unless the  information:
          a) at the time of  disclosure is in the public  domain;  b) disclosure
          becomes part of the public domain, except by breach of this Agreement;
          c) was in the  possession of the recipient of the  information  at the
          time of disclosure as established by competent  written  evidence;  d)
          was received  from a third party who is not,  directly or  indirectly,
          under  an   obligation  of   confidentiality   with  respect  to  such
          information;   or  e)  is  approved  for  public  release  by  written
          authorization of the other party to this agreement.

      5   The  Receiving  Party agrees to use Materials or  Information  and the
          results of Receiving  Party's  evaluation  of Materials to; a) examine
          the  possibility  of entering  into a business  relationship  with the
          Providing Party, and not for any other commercial purposes.

     6.   OPHIDIAN  and  BIOSYNTECH  agree that  nothing  herein shall create or
          imply any obligation to enter into any other agreement.

     7.   Information  or materials  received from the  Providing  Party and any
          developments  materially  derived  therefrom  are and shall remain the
          sole property of the Providing  Party.  Nothing herein shall be deemed
          to constitute by  implication or otherwise the license or grant to the
          Receiving  Party by the Providing Party of any  intellectual  property
          right to or interest in the Providing Party's  information  and/or any
          information,   technology  and/or  products   materially   derived  or

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          developed  therefrom,  except as the parties may subsequently agree in
          writing.  The Receiving Party shall not use, develop,  disclose to any
          third party,  and/or  commercialize  any of the foregoing  without the
          Providing   Party's   written   consent.   No  agency  or  partnership
          relationship is created by this  Agreement;  no warranties are made by
          the  Providing  Party or right to use or fitness for any purpose or of
          any  other  kind;  and it is  understood  that  neither  party has any
          obligation to enter into any further agreements with the other related
          to any Technology or any other matter.

     8.   The Materials to be delivered by the Providing  Party to the Receiving
          Party  are to be used in a safe  manner  and in  accordance  with  all
          applicable  governmental  rules and regulations.  They are provided by
          the   Providing   Party  "AS  IS."  THE   PROVIDING   PARTY  MAKES  NO
          REPRESENTATIONS  AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
          OR IMPLIED,  WITH RESPECT TO THE MATERIALS AND EXPRESSLY DISCLAIMS ALL
          IMPLIED WARRANTIES OF MERCHANTABILITY  AND OF FITNESS FOR A PARTICULAR
          PURPOSE OR USE. THE PROVIDING  PARTY  DISCLAIMS ALL  WARRANTIES OF NON
          INFRINGEMENT  WITH  RESPECT  TO ANY  THIRD  PARTY  RIGHTS  AND  TITLE,
          INCLUDING PATENT RIGHTS, IN THE MATERIALS.

     9.   Except to the extent  specifically  precluded by applicable federal or
          state law, the  Receiving  Party agrees to defend,  indemnify and hold
          the Providing Party and its directors, trustees, appointees, employees
          and agents harmless from any claims,  liabilities,  damages and losses
          that  might  arise  as a  result  of the  Receiving  Party  use of the
          Providing Party Materials or the Providing  Party  Information.  Where
          such  indemnity  is  precluded,   the  Receiving  Party  assumes  sole
          responsibility  for any claims,  liabilities,  damages and losses that
          might arise as result of the Receiving Party use of the Materials.

     10.  Upon conclusion of the evaluation  using the Providing Party Materials
          or upon request by the Providing  Party, the Receiving Party agrees to
          discontinue  use of the Providing Party Materials and will arrange for
          the return to the  Providing  Party or for the lawful  disposal of all
          unused Providing Party Materials, as elected by the Providing Party.

     11.  This Agreement  shall be governed and construed in accordance with the
          laws of the State of Delaware  without  regard or giving effect to its
          principles of conflict of laws. This Agreement  constitutes the entire
          agreement and  understanding  of the parties and  supersedes any prior
          agreements  or  understandings  relating to the subject  matter hereof
          with the exception of the  Confidentiality  Agreement  dated 12 August
          1999 between the  aforementioned  parties.  This  agreement may not be
          modified  except by a written  instrument  signed by all  parties.  No
          provision  or  benefit  of this  agreement  may be  waived,  except by
          Written instrument duly executed by the party or parties to be charged
          therewith.

        /S/ Francois Binette  Date 8/16/99 /S/ Douglas C. Stafford Date: 8/12/99
        --------------------  ------------ ----------------------- -------------
          Francois Binette                 Douglas C. Stafford
          Vice-President R&D               President and CEO
          Biosyntech Ltd.                  OPHIDIAN Pharmaceuticals, Inc.
          475 Blvd. Armand-Frappier        5445 East Cheryl Parkway
          LAVAL. QC.                       Madison, WI 53711
          CANADA H70-4B3