8



                            AGREEMENT

THIS  AGREEMENT  is  made  as of March 1,  1999  (the  "Effective
Date"), at Princeton, New Jersey, USA

BETWEEN

(1)  THE LIPOSOME COMPANY, INC., a corporation duly organised and
     validly  existing under the laws of the State  of  Delaware,
     USA,  and  having an address at One Research Way,  Princeton
     Forrestal  Center,  Princeton, NJ  08540,  USA  (hereinafter
     called "TLC"); and

(2)  WYETH-AYERST   INTERNATIONAL  INC.,   a   corporation   duly
     organised  and validly existing under the laws of the  State
     of  New  York, USA, with its principal place of business  at
     150   Radnor-Chester  Road,  St.  Davids,  PA   19087,   USA
     (hereinafter called "W-A").

WHEREBY IT IS AGREED as follows:
1.   DEFINITIONS AND INTERPRETATION
1.1 In  this Agreement and in the Schedules to this Agreement the
    following   words  and  phrases  shall  have  the   following
    meanings unless the context requires otherwise:
           1.1.1      "Affiliate"   shall   mean   any   company,
           partnership   or  other  entity  which   directly   or
           indirectly  Controls, is Controlled  by  or  is  under
           common  Control  with  any  Party  to  this  Agreement
           including as a Subsidiary or Holding Company;
           1.1.2     "Agreed  Minimum Sales Targets"  shall  mean
           the  Net Sales targets set out in Schedule 1 as  these
           may  be  amended from time to time in accordance  with
           Section  16, and such sales targets as may  be  agreed
           on for Renewal Terms in accordance with Section 19.1;
           1.1.3     "Business Day" shall mean any day  excluding
           Saturdays,   Sundays  and  public  holidays   in   the
           Territory or the United States, as the case may be;
           1.1.4     "Competent Authority" shall mean  any  local
           or    national    agency,    authority,    department,
           inspectorate,  minister, ministry official  or  public
           or  statutory person (whether autonomous or  not)  of,
           or   of   any   government  of,  any  country   having
           jurisdiction over the Agreement or any of the  Parties
           including  the  European Commission and  the  European
           Court of Justice;
           1.1.5     "Confidential Information"  shall  mean  all
           trade   secrets,   know-how  and  other   confidential
           information  relating to the Product; the data,  know-
           how  and  other information generated by any  clinical
           trials  or  other  studies  carried  out  under   this
           Agreement  or arising in connection with the marketing
           and  promotion  of  the Product in  the  Territory  or
           relating  to  the business affairs or  finances  of  a
           Party or its Affiliates coming into the possession  of
           the other Party pursuant to this Agreement;
           1.1.6     "Contract  Year" shall mean each  successive
           twelve-month  period beginning on the  Effective  Date
           during the term of this Agreement;
           1.1.7     "Control" shall mean the ownership of  fifty
           percent  (50%) or more of the issued share capital  or
           the  legal  power to direct or cause the direction  of
           the  general management and policies of the entity  in
           question;
           1.1.8     "DCM"  shall mean the director  of  clinical
           marketing  to be appointed by TLC pursuant to  Section
           7.3;
           1.1.9     "Directive" shall mean any present or future
           directive,  requirement,  instruction,  direction   or
           rule  of  any  Competent Authority (but only,  if  not
           having  the  force  of  law, if  compliance  with  the
           directive  is in accordance with the general  practice
           of  persons  to  whom the directive is addressed)  and
           includes  any  modification, extension or  replacement
           thereof then in force;
           1.1.10    "Force  Majeure" in relation  to  any  Party
           means  any  event or circumstance which is beyond  the
           reasonable control of such Party which results  in  or
           causes  the  failure of that Party to perform  any  or
           all  of its obligations under this Agreement including
           an   act   of  God,  lightning,  fire,  storm,  flood,
           earthquake,  accumulation of  snow  or  ice,  lack  of
           water  arising from weather or environmental problems,
           strike,  lockout or other industrial disturbance,  act
           of  the  public  enemy,  war declared  or  undeclared,
           threat  of  war, terrorist act, blockage,  revolution,
           riot,    insurrection,   civil    commotion,    public
           demonstration, sabotage, act of vandalism,  prevention
           from  or  hindrance in obtaining in any way materials,
           energy  or other supplies, explosion, fault or failure
           of  plant  or  machinery (which could  not  have  been
           prevented  by  good  industry practice),  governmental
           restraint,   act  of  legislature,  or  directive   or
           requirement  of  a Competent Authority  governing  any
           Party,  provided  that  lack of  funds  shall  not  be
           interpreted  as a cause beyond the reasonable  control
           of that Party;
           1.1.11    "List Price" shall mean the price  at  which
           the Product is approved for sale and reimbursement  to
           hospitals  in the Territory, which price is set  forth
           on Schedule 4 annexed hereto;
    1.1.12 "MAA" shall mean a marketing authorisation approval;
    1.1.13 "Net  Sales"  shall mean the net amount  invoiced  for
           the Product to customers by TLC or its distributor;
           1.1.14   "Parties" shall mean TLC and/or W-A;
           1.1.15    "Product" shall mean ABELCETr  (amphotericin
           B  lipid  complex injection) in finished form packaged
           and ready for use by users, including developments  or
           improvements of the same;
           1.1.16    "Quarter  Days" shall mean each  January  1,
           April 1, July 1, and October 1;
           1.1.17       "Specifications"    shall    mean     the
           specifications of the Product set out in  Schedule  2,
           as the same may be modified by TLC from time to time;
           1.1.18    "Territory" shall mean the  United  Kingdom,
           Northern  Ireland, and such other countries  as  shall
           be added by the mutual agreement of the Parties;
           1.1.19    "TLC Patents" shall mean the patents  listed
           on Schedule 6 hereto; and
           1.1.20    "TLC Trade Marks" shall mean the  registered
           trade  marks owned by TLC or its Affiliate which cover
           the  Product,  such  as ABELCETr or  other  applicable
           trade mark.
1.2 In this Agreement:
           1.2.1     Unless  the context requires otherwise,  all
           references  to  a  particular  Section,  Schedule   or
           paragraph  shall  be  a  reference  to  that  Section,
           Schedule or paragraph in or to this Agreement  as  the
           same  may  be  amended from time to time  pursuant  to
           this Agreement;
           1.2.2     Unless the contrary intention appears, words
           importing  the  masculine  gender  shall  include  the
           feminine  and  vice versa, and words in  the  singular
           shall include the plural and vice versa;
           1.2.3     Unless the contrary intention appears, words
           denoting   persons   shall  include   any   individual
           partnership,  company,  corporation,  joint   venture,
           trust,  association, organisation or other entity,  in
           each   case  whether  or  not  having  separate  legal
           personality; and
           1.2.4      Reference   to  the  words   "include"   or
           "including"  is to be construed without  limiting  the
           generality of the preceding words.

2.  CLINICAL TRIALS
2.1 TLC,  or  its Affiliate, has obtained an MAA authorising  the
    sale of the Product in the Territory.  TLC shall sponsor  and
    carry  out,  or  shall  procure that one  of  its  Affiliates
    sponsors  and carries out, any additional clinical trials  or
    studies  under  TLC  protocols that may  be  required  to  be
    carried out in the Territory in order to maintain the MAA  or
    support  a revised, supplemental or additional MAA  or  other
    application  for regulatory approval required to  market  and
    sell  the Product in the Territory and shall co-ordinate  any
    such  clinical activity in the Territory within their  world-
    wide  clinical  development program  for  the  Product.   W-A
    shall  provide at its own cost logistical support  consisting
    of   assisting   TLC  staff  with  scheduling   appointments,
    selecting  and  visiting investigators,  and  assisting  with
    follow-up  matters in order to further the timely  completion
    of  these  studies.  TLC shall be responsible for  all  other
    costs.
2.2 In  addition to the clinical studies provided for in  Section
    2.1,  the Operating Committee provided for in Section  7  may
    also  propose additional local clinical trials and/or studies
    to  advance  jointly agreed marketing goals  and  to  aid  in
    positioning  the Product in the Territory.  If  TLC  approves
    the  plans  and  protocols for such studies,  they  shall  be
    jointly  sponsored by W-A and TLC, and TLC  will  provide  an
    adequate supply of Product required for such clinical  trials
    and  studies.  The cost of such Product and other study costs
    will be shared equally between the Parties.
2.3 W-A  may  from  time  to time propose to TLC  any  additional
    trials  or  studies  initiated by W-A or  investigators  that
    might  be  carried out in the Territory, but whether  or  not
    such  trials or studies are carried out shall be in the  sole
    discretion  of  TLC which approval shall not be  unreasonably
    withheld.    W-A  will  sponsor  and  be  fully   responsible
    financially  for  all  clinical  studies  other  than   those
    mentioned  in  Sections 2.1 and 2.2.  Such additional  trials
    or studies shall be at the cost and expense of W-A.
2.4 W-A  undertakes to assist TLC at TLC's expense  in  obtaining
    any  necessary authorisations and approvals required to carry
    out  any such additional clinical trials or studies including
    arranging  meetings  with the relevant Competent  Authorities
    which will be attended by representatives of TLC and W-A.
2.5 W-A  undertakes in relation to any additional clinical trials
    or  studies conducted in the Territory to recommend, at TLC's
    request,  investigators to be appointed by TLC to  carry  out
    the  trials or studies and to monitor the activities of those
    investigators  in  accordance with the  instructions  of  TLC
    from  time  to time.  If requested by TLC, W-A shall  collect
    and  maintain  all  relevant data  including  at  least  case
    histories, treatments, outcomes, adverse events and  protocol
    deviations.  W-A shall prepare, maintain and deliver  to  TLC
    complete  and accurate written records and reports (progress,
    safety  and  final),  including manuscripts  intended  to  be
    submitted for publication, of all clinical trials or  studies
    that it monitors.
2.6 W-A  shall  inform TLC of any request made to it by  a  local
    physician  for  supplies  of  the  Product  to  enable   such
    physician  to carry out his own trial and shall  provide  TLC
    with  sufficient information to enable TLC to decide  in  its
    absolute  discretion whether or not to supply such physician.
    W-A  shall be responsible for paying any relevant charges due
    to  be  paid  to  such local physician and for ensuring  that
    such  local  physicians comply with all necessary  regulatory
    requirements when conducting the trial.

3.  RIGHTS IN THE CLINICAL TRIALS DATA
3.1 All  data,  know-how  and other information  generated  as  a
    result  of the additional clinical trials or studies  carried
    out in or in relation to the Territory pursuant to Section  2
    shall  be owned by TLC or its Affiliate; however, during  the
    term  of  this Agreement (and any renewal term thereof),  W-A
    shall  have a semi-exclusive right, title and interest in  or
    to  such data.  W-A undertakes to notify TLC of any impending
    publication  referring  to  the  Product  and  obtain   TLC's
    written  approval  prior to releasing  such  publication  for
    submission to scientific journals or conferences.

4.  MARKETING AUTHORISATION
4.1 TLC,  or  its Affiliate, has obtained an MAA for the  Product
    and  shall be solely responsible at its own cost and  expense
    for  the maintenance of such MAA and for the preparation  and
    filing  and  maintenance of all amended or supplemental  MAAs
    for  the Product in the Territory from the relevant Competent
    Authority  and any other approvals, clearances and  requisite
    registrations   required  to  market  the  Product   in   the
    Territory.  All such approvals and registrations shall be  in
    the name of TLC or its Affiliate.
4.2 W-A  undertakes  to  assist TLC in obtaining  any  additional
    necessary  authorisations and approvals  required  to  market
    the  Product  in the Territory, including arranging  meetings
    with  the  relevant  Competent  Authorities  which  will   be
    attended by representatives of TLC and W-A.
4.3        In order to enable W-A to fulfil its obligations under
    this  Agreement, TLC shall supply W-A, as soon as  reasonably
    possible, with one copy of all MAAs for the Product  and  any
    other  documents  related to the MAA filed by  TLC  with  the
    Competent  Authorities in the Territory during  the  term  of
    this Agreement.

5.  PRICING AND REIMBURSEMENT
5.1 In  the  event  that  the List Price  shall  fall  below  the
    British  pound equivalent of seventy U.S. dollars ($70  U.S.)
    per  100mg  vial,  or a proportionate price reduction  occurs
    for  other  marketed units, TLC may terminate this  Agreement
    in accordance with Section 20.1.6.

6.  PRODUCT SUPPLY, TRAINING AND SUPPORT SERVICES
6.1 With  effect  from the Effective Date, TLC shall  supply  the
    Product  to  its  appointed distributor  for  resale  in  the
    Territory  following  the  promotional  activities  of   W-A,
    subject  to  the  terms  and conditions  of  this  Agreement.
    Subject to the provisions of Section 10.7 and 10.8, TLC  will
    not  be obligated to supply its distributor if the List Price
    is   reduced  at  the  discretion  of  a  relevant  Competent
    Authority  in the Territory to an amount that is  lower  than
    the  British  pound equivalent of seventy U.S.  dollars  ($70
    U.S.)  per  100mg  vial, or a proportionate  price  reduction
    occurs for other marketed units.  TLC will promptly notify W-
    A  in  writing of its decision not to supply its  distributor
    pursuant  to the foregoing; provided however, that  TLC  will
    consult W-A prior to giving any notice under this Section.
6.2 TLC  shall make available to W-A such technical, training and
    support  services as W-A may request in connection  with  its
    obligations  under this Agreement and as TLC  shall  consider
    reasonable.   Specifically,  TLC shall  keep  W-A  reasonably
    informed  of all relevant developments and experience  gained
    by  TLC and its Affiliates in the exploitation of the Product
    internationally,  except  if  such  disclosure  would  breach
    TLC's  undertaking of confidentiality to a third party.   TLC
    shall  provide  W-A with such technical, scientific,  medical
    and  commercial information, documentation and data developed
    or  acquired  by TLC and its Affiliates which  may  in  TLC's
    judgement  be  useful  to  W-A  for  the  purposes  of   this
    Agreement.
6.3 Each   Party  agrees  that  in  performing  its  rights   and
    obligations  under  this Agreement it will  comply  with  its
    obligations as set out in the Medical Information  Procedures
    set forth in Schedule 7 attached hereto.

7.  OPERATING COMMITTEE
7.1 Forthwith  following  the Effective Date  the  Parties  shall
    establish  a joint Operating Committee whose responsibilities
    shall include:
           7.1.1     approving a two (2) year marketing plan  for
           the Territory submitted by W-A;
           7.1.2     discussing  and  approving  marketing   plan
           updates proposed by W-A on an annual basis;
           7.1.3     reviewing  implementation of  the  marketing
           plan on a quarterly basis;
    7.1.4  determining the manner in which both Parties or  their
           Affiliates  are to be identified on the  labelling  of
           the Product for sale in the Territory;
    7.1.5  reviewing   progress  toward  achievement  of   Agreed
           Minimum Sales Targets;
           7.1.6     meeting from time to time, but at least  two
           (2) times per year; and
           7.1.7    any other responsibilities determined by  the
           Parties.
7.2 The  Operating  Committee  shall comprise  four  (4)  persons
    ("Members"), and TLC and W-A respectively shall  be  entitled
    to  appoint  two (2) Members, to remove any Member  appointed
    by  it  and  to appoint any person to fill a vacancy  arising
    from  the removal or retirement of such Member.  TLC and  W-A
    respectively  shall each notify the other in writing  of  the
    identities of their Members from time to time.
7.3 TLC  shall  be  entitled to appoint one  of  its  Members  to
    preside  at  any  meeting  of  the  Operating  Committee   as
    Chairman.  TLC may at its discretion and at its own cost  and
    expense  appoint a technical director and/or DCM  to  act  as
    liaison  between TLC and W-A's management and  who  shall  be
    based  at  the  premises  of W-A in  the  Territory.   If  so
    appointed, the technical director and/or DCM will act as  the
    Secretary  of  the  Operating Committee and keep  appropriate
    minutes.   The technical director and/or DCM may or may  not,
    at   TLC's  discretion,  be  designated  as  TLC's  Committee
    members,  but as an alternate member and not as an additional
    TLC committee member.
7.4 The  quorum for meetings of the Operating Committee shall  be
    all  four  (4) Members.  Decisions of the Operating Committee
    shall  be made by unanimous agreement of the Members present.
    Should  it  prove impossible to obtain such agreement  or  to
    arrange  a  quorate meeting within fourteen (14)  days  of  a
    Party  calling a meeting, then the Parties shall discuss  the
    position  in  good  faith  in  an  effort  to  resolve  their
    differences  and  if  it  still does not  prove  possible  to
    obtain  agreement  then  the  outstanding  matters  requiring
    resolution  shall be referred to the Senior Managers  of  TLC
    and  W-A or their nominees for resolution who together  shall
    use   reasonable  efforts  to  resolve  such  matters  within
    fourteen  (14) days of the date such matters are referred  to
    them  for resolution.  If those Senior Managers fail to reach
    agreement  within  that  period, the decision  of  TLC  shall
    apply.
7.5 The  venue for meetings of the Operating Committee  shall  be
    the  United  Kingdom.  Both Parties shall be responsible  for
    their  own expenses including travel and accommodation  costs
    incurred in connection with Operating Committee meetings.
7.6 The  Operating Committee may establish a discount range,  not
    to  exceed  ten  percent (10%) per order of the  List  Price,
    being  the  basis on which W-A promotes the  product  to  its
    customers.  W-A  will obtain the approval in writing  of  TLC
    if,  as  a  result  of  negotiations  with  a  customer,  W-A
    proposes  to  promote the Product at a discount  outside  the
    approved  range. In the event that W-A promotes  the  Product
    at  a price different than the List Price, W-A shall indicate
    such  promotional price rates in its reports to TLC  pursuant
    to Section 11.2 of the Agreement.
7.7 W-A  undertakes  to  assist TLC in  obtaining  any  necessary
    pricing  authorisations, reimbursement  approvals  and  other
    approvals  required  to  market or  continue  to  market  the
    Product  in the Territory, including arranging meetings  with
    the relevant Competent Authorities, which may be attended  by
    representatives  of  TLC and W-A. Any  pricing  authorisation
    and  reimbursement approval for the Product in the  Territory
    granted  from the relevant Competent Authority  shall  be  in
    the name of TLC or its Affiliate.
7.8 If  the  condition stipulated in Section 6.1 of the Agreement
    occurs, the Parties agree jointly to explore means to  remedy
    such  condition in good faith, including but not limited  to,
    renegotiating  an  amended price level, if  applicable,  with
    the  relevant Competent Authorities in the Territory. In  the
    event that no such remedy becomes available, ether party  may
    terminate  this  Agreement by giving to the  other  not  less
    than  three  (3)  months written notice served  at  any  time
    after  the date of TLC's notice to W-A in Section 6.1. Within
    such  notice  period  W-A  shall  be  entitled  to  earn  its
    promotional  allowance  on Product  sold  at  the  prevailing
    price.

8.  FORECAST FOR PRODUCT NEEDS TO THE MARKET
8.1 Beginning  no later than 15 days from the signature  of  this
    Agreement,  TLC  shall  deliver  in  writing  to   W-A's   UK
    Affiliate  at  such  address as may  from  time  to  time  be
    designated  by it, the quarterly level of inventory  for  the
    Product   stored  at  the  warehouse  of  TLC's  distributor.
    Beginning  no later than 30 days from the signature  of  this
    Agreement, W-A shall deliver in writing to TLC on  or  before
    the  first  day of each month, at such address  as  may  from
    time to time be designated by TLC, an indicative forecast  of
    the  quantity  of  the Product which W-A reasonably  believes
    will  be  required in the Territory as a consequence  of  the
    promotion activity implemented by W-A, during each  month  of
    the  twelve month period commencing six (6) weeks  after  the
    date  such  estimate  is  delivered to  TLC.   Following  the
    second  anniversary of the Effective Date such forecast  will
    be due every three (3) months.
8.2 The  forecast  by W-A shall be a rolling system.   Each  such
    forecast  by W-A shall constitute for the first three  months
    the   quantity  of  Product  for  which  TLC  shall  use  all
    reasonable  commercial endeavours to make  available  to  the
    market the quantities in accordance with such forecasts.   In
    particular,  but without prejudice to the generality  of  the
    foregoing, TLC shall not be obliged to make available to  the
    market  quantities of the Product against any  such  forecast
    where  such  forecast  exceeds by more  than  twenty  percent
    (20%) the previous monthly forecast for that month.

9.  PACKAGING AND LABELLING
9.1 W-A  shall  consult  with  TLC on  the  requirements  of  all
    relevant  Competent Authorities concerning the packaging  and
    labelling  of  Product  for sale in the Territory,  including
    translation of the text of the packaging and any  inserts  as
    well  as W-A's identification on the packaging (if any),  and
    TLC shall approve all packaging and labelling.  W-A shall  be
    liable  at  its own cost and expense for all and any  changes
    required  to  such  packaging to meet such requirements  from
    time  to time, which cost and expense shall be reimbursed  to
    TLC  forthwith  upon  demand.  TLC shall  endeavour  to  keep
    reasonable  quantities  of packaging materials  in  stock  in
    order to service W-A's forecast set in Section 8.1 herein.

10. PROMOTIONAL ALLOWANCE
10.1TLC  shall  procure  that all orders for the  Product  placed
    with  its  distributor are converted to sales  and  that  its
    distributor  shall  on a weekly basis issue  a  copy  of  its
    sales  report  by account showing orders received  and  sales
    completed, in such format as may be agreed between TLC and W-
    A.   During  each  Contract Year  TLC  shall  pay  to  W-A  a
    promotional  allowance  equal  to  thirty-one  and   one-half
    percent  (31.5%) of Net Sales with respect to the  first  one
    million  three  hundred thousand British pounds  (1,300,000)
    of  in-the-market  sales,  and then  forty-one  and  one-half
    percent  (41.5%) of Net Sales for the remaining sales.   Such
    promotional allowance shall be paid quarterly, no later  than
    thirty-five (35) days after each Quarter Day irrespective  of
    whether  TLC  has  received payment from its  distributor  in
    respects of sales made in the Territory to its customers.
10.2TLC  shall keep accurate records and books of account for the
    purpose  of  showing all amounts to be calculated under  this
    Agreement,  including  Net Sales  in  local  currency.   Such
    records  and books of account shall, as between W-A and  TLC,
    be  kept  for one (1) year following the end of the  calendar
    year  to which they relate and shall, solely for the purposes
    of  any  governmental  audit, be kept  for  three  (3)  years
    following  the end of the calendar year to which they  relate
    and  certified extracts of such records and books of  account
    shall  be  open  to inspection by W-A or its  representatives
    once  each  calendar quarter with notice  of  at  least  five
    business  days during normal business hours for  the  purpose
    of verifying any matter relevant to this Agreement.
10.3In  addition,  during each Contract Year, TLC will  calculate
    the  average  selling  price per Pack (ten  (10)  vials  sold
    together) in the Territory.  In the first Contract Year,  TLC
    will  pay  W-A an additional promotional allowance equivalent
    to ten percent (10%) of the number of Packs sold times sixty-
    five  percent  (65%) of the average selling  price  per  Pack
    during  the  first  six (6) months after the  Effective  Date
    (the  "Initial  Six Months Additional Allowance").   In  each
    Contract  Year,  TLC  will pay W-A an additional  promotional
    allowance  equivalent to five percent (5%) of the  number  of
    Packs  sold  times sixty-five percent (65%)  of  the  average
    selling  price  per  Pack  on the  first  one  million  three
    hundred thousand British pounds (1,300,000) (except that  in
    the  first Contract Year this allowance will not be  paid  on
    the  Packs  for  which  the  Initial  Six  Months  Additional
    Allowance  was paid).  In addition, if the Net  Sales  exceed
    one   million   three   hundred   thousand   British   pounds
    (1,300,000) in one single Contract Year, TLC will pay W-A  a
    promotional allowance equivalent to five percent (5%) of  the
    number  of Packs sold times fifty-five percent (55%)  of  the
    average  hospital selling price per Pack for Packs  exceeding
    that  level  (except  that in the first  Contract  Year  this
    allowance  will  not  be  paid on the  Packs  for  which  the
    Initial Six Months Additional Allowance was paid).  All  such
    promotional  allowances  shall be paid  quarterly,  no  later
    than thirty-five (35) days after each Quarter Day.
10.4Within thirty (30) days of any inspection under Section  10.2
    or  of any promotional allowance payment, W-A may give notice
    to  TLC that it does not accept the same, following which the
    records  or  statement shall be audited and certified  by  an
    independent  accountant appointed by  agreement  between  the
    Parties  or,  in  default of agreement within  fourteen  (14)
    days,  by the office of TLC's regular independent accountants
    in  the  United Kingdom.  TLC shall make available all  books
    and  records  required  for the purpose  of  such  audit  and
    certification  and  the  determination  of  such  independent
    accountants  so certified shall be final and binding  between
    the  Parties.  The cost of such audit and certification shall
    be  the responsibility of TLC if the audit discloses an error
    benefiting  TLC by more than five percent (5%) in respect  of
    monies  due  to  W-A, and the responsibility of  W-A  if  the
    report  is  shown to have been accurate within such financial
    parameters.   Forthwith  upon  any  such  certification,  the
    Parties  shall make any adjustments necessary in  respect  of
    the  sums  already paid to W-A in relation  to  the  calendar
    quarter  in question.  Adjustments in favour of either  Party
    shall be paid in cash.
10.5All  sums due to W-A pursuant to this Agreement shall be paid
    in  British  pounds  and  shall be  made  to  the  designated
    account   of  W-A  by  telegraphic  transfer.   If   European
    Currency  Units  should be subsequently created,  the  amount
    due  W-A  shall be converted in accordance with  the  British
    pound  rate of exchange published in The Wall Street  Journal
    on  the  last business day of the week preceding the date  of
    payment.
10.6If  TLC  fails  to  make any payment to W-A hereunder  within
    thirty  (30)  days  of  the  due date  for  payment,  without
    prejudice to any other right or remedy available to W-A,  W-A
    shall  be entitled to charge TLC late charge penalties  (both
    before and after judgement) on the amount unpaid at the  rate
    of  LIBOR  plus five percent (5%) until payment  in  full  is
    made  without prejudice to W-A's right to receive payment  on
    the due date.
10.7       For  the  avoidance of doubt in the event that  either
    Party shall terminate this Agreement in circumstances defined in
    Section  20.1.6 then TLC shall be obliged to pay to  W-A  its
    promotional allowance entitlement on sales effected by  TLC's
    distributor during such termination notice period.
10.8       Payment of the promotional allowance shall be due  and
    payable  notwithstanding the failure by TLC  to  perform  its
    obligations hereunder or its obligations to TLC's distributor
    (including without prejudice to the generality of the foregoing,
    failure to ensure the provision and delivery to TLC's distributor
    of adequate levels of stock of the Product in accordance with the
    relevant forecast) or the failure of TLC's distributor to effect
    the sale of the Product or otherwise to perform its distribution
    obligations to TLC under its distributorship agreement (including
    without  prejudice  to the generality of the  foregoing,  the
    processing and fulfilment of orders generated from the detailing
    of  the Product by W-A to potential customers of TLC and  its
    distributor) provided that W-A shall have complied  with  the
    contract  procedures set out in the Marketing  Plan  and  its
    obligations hereunder.

11. MARKETING AND PROMOTION BY W-A
11.1W-A  shall  use its reasonable efforts to promote and  extend
    sales  of the Product in the Territory and shall provide  all
    sales detailing, and promotion activities for the Product  in
    the  Territory.   W-A  shall co-ordinate  its  marketing  and
    sales  activity with TLC's European-wide marketing  campaign.
    TLC  will provide to W-A free of charge camera-ready  artwork
    for  promotional materials in the English language.   In  the
    event  that  W-A  wishes  to develop  customised  promotional
    materials for use in the Territory, it may do so at  its  own
    cost,  provided that it first submits the proposed  materials
    to  TLC and TLC gives its written approval, which it will use
    reasonable  efforts  to provide within thirty  (30)  days  of
    receiving the materials.
11.2TLC  shall  promptly report to W-A sales, in  such  form  and
    content  as  may be agreed between the Parties, on  a  weekly
    basis  during the term of the Agreement.  W-A will  have  the
    right  to access marketing and sales information at any  time
    within the term on request.
11.3W-A  shall  promptly  report to TLC detailing  and  promotion
    activities  in  the Territory on a monthly basis  during  the
    first  Contract  Year  and on a quarterly  basis  during  the
    subsequent years of the Agreement.  TLC will have  the  right
    to  access marketing information at any time within the  term
    on request.
11.4W-A  shall use all reasonable endeavours to visit all of  the
    haematology,  transplantation and infectious disease  centres
    in  the  Territory and to promote the Product to such  extent
    as  to enable TLC's distributor to satisfy the Agreed Minimum
    Sales Targets.
11.5Subject to the provisions of Section 10.8, in the event  that
    TLC's  distributor  does  not receive  sufficient  orders  to
    satisfy  the Agreed Minimum Sales Targets during the term  of
    the  Agreement, the provisions of Sections 16.1 through  16.8
    shall apply.
11.6Unless  otherwise  agreed  in writing  with  TLC,  W-A  shall
    concentrate  its  detailing  and  promotion  of  the  Product
    within  the Territory, shall not seek any customers  for  the
    Product  outside  the Territory and shall not  establish  any
    branch  or  maintain any facility in relation to the  Product
    outside the Territory.
11.7W-A undertakes during the term of this Agreement that W-A  or
    its  Affiliate will not promote, market, distribute  or  sell
    in  the Territory products which compete with the Product  in
    the  hospital  or home intravenous therapy setting.   Without
    limiting the generality of the foregoing, a product  used  to
    treat  systemic  fungal infections will be  considered  as  a
    competitive product for purposes of this Section.  W-A  shall
    promptly notify TLC of all inquiries related to the  sale  or
    distribution of the Product outside of the Territory,  except
    for  territories which may be the subject of other agreements
    between the Parties.
11.8W-A  will  not  detail or promote the Product as  part  of  a
    basket  of  products with other products without TLC's  prior
    written approval.
11.9In  relation  to the promotion of the Product W-A  undertakes
    to  comply  with  the requirements of the Contract  Procedure
    more  particularly  set  out in the Marketing  Plan  and  TLC
    undertakes  to  procure the agreement of its  distributor  to
    the same.

12. GENERAL OBLIGATIONS OF W-A
12.1W-A shall during the period of this Agreement:
           12.1.1    comply  at  all times  with  all  applicable
           Directives,  laws  and regulations pertaining  to  the
           marketing  and  promotion  of  the  Product   in   the
           Territory;
           12.1.2    employ  or  otherwise  engage  at  its   own
           expense  sufficient  trained and  qualified  personnel
           and  maintain  adequate facilities for  the  efficient
           promotion  and  sale  of  the Product  throughout  the
           Territory;
           12.1.3    in  marketing  the  Product,  not  make  any
           statement,  representations, warranties or  guarantees
           concerning   the  Product  except  as  are   expressly
           authorised  pursuant  to  the marketing  authorisation
           for the Product;
           12.1.4    submit  through the Operating Committee  all
           advertising  and  promotional  schemes  and   material
           (including   copy   and  artwork)  relating   to   the
           promotion  of  the  Product for the  approval  of  TLC
           prior to publication or distribution;
           12.1.5     keep  the  Operating  Committee   regularly
           informed  of full details concerning the marketing  of
           the  Product  in  the  Territory,  including  but  not
           limited  to  prospects,  competitive  activity   etc.,
           which  information  shall  be  recorded  in  Operating
           Committee  meeting  minutes.  W-A will  also  promptly
           inform   the   Operating  Committee   of   any   other
           information  which it now has or which it may  receive
           in  the  future  which is likely to  be  of  interest,
           benefit or use to TLC in relation to its sale  of  the
           Products  in  the  Territory  and  elsewhere  and   in
           particular,  but without limitation, full  details  of
           new  and  prospective customers and  will  supply  TLC
           with  any other information requested by TLC, relevant
           to  the  performance by W-A of its  obligations  under
           this Agreement;
           12.1.6    keep  TLC fully informed of  any  change  in
           Control of W-A in accordance with Section 20.2;
    12.1.7 in  all  correspondence  and other  dealings  relating
           directly  or  indirectly  to  the  promotion  of   the
           Product clearly indicate that it is acting on its  own
           account  as  principal and will not  represent  itself
           impliedly  or  expressly to be the agent  of  TLC  nor
           incur any contractual or other liability on behalf  of
           TLC  nor  in  any way purport to pledge TLC's  credit;
           and
           12.1.8    In this clause, "Employee" means an employee
           employed  by  TLC immediately prior to  the  Effective
           Date:
           12.1.8.1TLC  shall  indemnify W-A against  all  costs,
                    expenses,  damages, compensation,  fines  and
                    other  liabilities  arising  out  of  or   in
                    connection with:
                                                12.1.8.1.1    any
                              claim  by an Employee arising  from
                              his/her employment with TLC or  the
                              termination of that employment; and
                                                12.1.8.1.2    any
                              claim  by an Employee arising  from
                              the    termination    of    his/her
                              employment   with  W-A   (howsoever
                              arising) and which is calculated by
                              reference to the length of  his/her
                              continuous  employment (as  defined
                              in  and  determined  in  accordance
                              with the Employment Rights Act 1996
                              (the  "ERA")), provided  that  this
                              indemnity  shall  only   apply   in
                              relation  to any termination  which
                              takes  effect within five (5) years
                              of  the Effective Date and so  that
                              TLC's liability shall be limited to
                              the   amount  of  any  such   claim
                              calculated  by  reference  to   the
                              period of the Employee's continuous
                              employment   with   TLC   or    any
                              Associated Employer (as defined  in
                              the ERA) of TLC.
           12.1.8.2Subject   to   the   provisions   of   Section
                    12.1.8.1, W-A hereby agrees to pay to TLC  by
                    way   of   contribution  towards  the  costs,
                    including costs to cancel auto leases, mobile
                    telphone   contracts,  and  all  other   such
                    peripheral costs of termination, incurred  by
                    TLC   in   terminating   the   contracts   of
                    employment   of   the   Director,    Clinical
                    Marketing, Sales Co-ordinator, and  five  (5)
                    Clinical Marketing Managers, up to the sum of
                    one   hundred  forty-eight  thousand  British
                    pounds (148,000) within thirty (30) days  of
                    receipt  of  invoices from TLC for  any  such
                    costs.
12.2W-A  shall  notify  TLC, in writing, within twenty-four  (24)
    hours  following receipt of any notice from any  governmental
    agency or public authority of any action to be taken by  such
    agency or authority which may affect the Product.
12.3W-A  shall during the period of this Agreement carry out  its
    obligations hereunder in the following manner:
           12.3.1     in   a  manner  which  shows   the   skill,
           diligence,   prudence   and  foresight   which   would
           reasonably and ordinarily be expected from  a  skilled
           and  experienced person engaged in the  same  type  of
           undertaking under the same or similar circumstances;
           12.3.2     in   a  manner  which  meets  the   highest
           professional and ethical standards;
           12.3.3     in  a  manner  free  from  dishonesty   and
           corruption; and
           12.3.4    in  a manner which shall enhance  the  image
           and  reputation of TLC and its Affiliates, but for the
           avoidance  of  doubt it is declared  and  agreed  that
           this  Agreement  confers no right on W-A  to  use  the
           name  or  logo of TLC, except as otherwise  stipulated
           in this Agreement.
12.4 W-A affirms that it is familiar with the Foreign Corrupt
     Practices Act of 1977 of the United States of America, as
     amended by the Foreign Corrupt Practices Act Amendments of
     1988 and as may be further amended and supplemented from
     time to time ("FCPA").  W-A further warrants, covenants,
     represents and agrees with TLC that, in connection with the
     performance of this Agreement or with the sale of any
     Product, neither W-A nor any of its principals, employees or
     agents will perform, to the best of its knowledge and
     belief, any act which would constitute a violation of the
     FCPA or which would cause TLC to be in violation of the
     FCPA.  W-A shall certify the accuracy and veracity of the
     foregoing representation and warranty from time to time as
     TLC shall request.  W-A will enforce the foregoing
     obligation in accordance with the extract from its Code of
     Conduct, attached as Schedule 5 and made a part hereof.

13. ADVERSE REACTION REPORTING
13.1During  the  term  of this Agreement each Party  will  report
    adverse  reactions reported to it in respect of  the  Product
    to   the  other  Party  and  to  the  appropriate  regulatory
    authorities  in  accordance  with  all  relevant   laws   and
    regulations.
13.2During  the  term  of  this Agreement, W-A  will  report  all
    serious  adverse reactions from any source to TLC's Affiliate
    in  the  United  Kingdom  for  regulatory  reporting  to  the
    Medicines  Control Agency (the "MCA") and W-A  Global  Safety
    Group  within 24 hours of receipt.  TLC will duly copy  W-A's
    Affiliate  in the United Kingdom on any reports made  to  the
    MCA  marked "reported."  All other non-serious reactions will
    be  reported by W-A's Affiliate in the United Kingdom to  TLC
    and  W-A  Global Safety Group on a monthly basis.   TLC  will
    provide  W-A with the MCA drug analysis and product  analysis
    prints   upon  request  and  will  provide  copies   of   any
    anonymised reports received from the MCA.
13.3The  central safety department of each Party will  report  to
    the  central safety department of the other Party all adverse
    reactions  reported  to  it  in respect  of  the  Product  as
    follows:
           13.3.1     fatal   unexpected   and   life-threatening
           unexpected   adverse   reactions   by   telephone   or
           facsimile within three (3) working days of receipt  by
           the central safety department;
           13.3.2    all  other  serious  adverse  reactions   in
           writing  within fifteen (15) working days  of  receipt
           by the central safety department; and
           13.3.3    a summary of all adverse reactions,  serious
           and  non-serious, in writing on a six-month basis  for
           the  first two years and thereafter on a yearly basis,
           indicating  those  cases which  have  previously  been
           reported to the other Party.
    Further  information received on any serious adverse reaction
    (or  any  information which changes an adverse reaction  from
    non-serious  to serious) will also be reported to  the  other
    Party  within  three  (3) or fifteen  (15)  working  days  of
    receipt  by the central safety department, according  to  the
    above criteria.
13.4An  adverse reaction will be considered "serious"  if  it  is
    any  one  or  more  of  the following;  namely,  fatal,  life
    threatening,   disabling   or  incapacitating,   results   in
    hospitalisation   or   prolongation  of  hospitalisation,   a
    congenital  abnormality, a carcinoma,  or  an  overdose.   In
    addition,  any adverse reaction which suggests a  significant
    hazard, contraindication, side effect or precaution that  may
    be  associated with the use of the Product will be considered
    a serious adverse reaction.

14. GRANT OF RIGHTS
14.1TLC  hereby  grants W-A the exclusive right  to  promote  the
    Product  in the Territory under the TLC Trade Marks,  subject
    to Section 15 herein.

15. INTELLECTUAL PROPERTY
15.1TLC  represents, warrants and undertakes that to the best  of
    its knowledge and belief at the Effective Date:
           15.1.1    TLC  or a TLC Affiliate owns the  TLC  Trade
           Marks within the Territory;
           15.1.2    the TLC Trade Marks are duly registered  and
           subsisting in the Territory and all renewal fees  have
           been duly paid;
           15.1.3    nothing has been done within  the  Territory
           to   diminish  or  otherwise  adversely   affect   the
           reputation of the TLC Trade Marks;
           15.1.4    TLC is not aware of any infringement by  any
           third party in the Territory of the TLC Trade Marks;
    15.1.5 TLC or a TLC Affiliate owns the TLC Patents within the
Territory;
           15.1.6     the   TLC  Patents  are  duly  issued   and
           subsisting  in  the Territory, and all annuities  have
           been duly paid and shall when due be duly paid;
           15.1.7    there  is  no pending or  threatened  claim,
           proceeding  or  litigation relating to the  TLC  Trade
           Marks  or the TLC Patents that could adversely  affect
           the  ability of W-A to market and sell the Product  in
           the Territory; and
           15.1.8    there  is  no pending or  threatened  claim,
           proceeding  or litigation alleging that  the  sale  or
           use  of the Product in the Territory would infringe  a
           patent,   trademark  or  other  intellectual  property
           right of a third party.
15.2During  the period of this Agreement TLC shall carry  out  at
    its  own  expense  and  with  sole  discretion  any  and  all
    activities  required  in the Territory  in  relation  to  TLC
    Trade  Marks  or  any  TLC  Patents,  including  prosecution,
    maintenance, enforcement and defence of any of the same.
15.3Except   as  otherwise  stipulated  in  this  Agreement   W-A
    acknowledges  that it has no right, title or interest  in  or
    to  the  Product nor in the TLC Patents, the TLC Trade Marks,
    or  in any trade secrets, copyrights, design rights, database
    rights,  moral  rights or other intellectual property  rights
    applicable  to the Product.  To the extent and in the  manner
    requested  by  TLC, W-A shall place patent,  trade  mark  and
    copyright  notices  and similar proprietary  legends  on  all
    Product  and  packaging materials in order  to  preserve  the
    proprietary rights of TLC or its Affiliates.
15.4W-A  shall  give  TLC notice of any infringement  within  the
    Territory  of  the TLC Trade Marks or the TLC Patents  coming
    to  its  attention.  TLC shall have the right  to  have  sole
    conduct   of   any  proceedings  necessary,  including   full
    authority  to  settle such proceedings.  Prior  to  any  such
    settlement  TLC shall consult with W-A on the impact  of  any
    such  settlement  on W-A's interests.  In  the  case  of  any
    proceedings  within the Territory, TLC shall be  entitled  to
    join  W-A  as a co-plaintiff who shall provide all reasonable
    assistance  in relation to such proceedings at its  own  cost
    and  expense.  If in any such proceedings, whether  at  trial
    or  by  way  of settlement, TLC is successful,  it  shall  be
    entitled  to  retain any award of costs and damages  made  in
    such  proceedings or settlement, but TLC shall remit  to  W-A
    only  to  the  extent of such recovery by TLC the  reasonable
    out-of-pocket costs, legal fees and expenses expended by  W-A
    in  providing such assistance to TLC.  In the case  that  TLC
    informs  W-A  in writing that TLC has elected not  to  pursue
    such  infringement proceedings, W-A may initiate  and  pursue
    such  proceedings either on its own or as a  joint  plaintiff
    with  TLC, if TLC so desires, provided that W-A has  obtained
    TLC's  written  consent,  which  shall  not  be  unreasonably
    withheld.   In the event that W-A shall bring proceedings  on
    its  own,  W-A shall be entitled to retain 100% of any  award
    of   costs  and  damages  awarded  in  such  proceedings   or
    settlement  monies  paid  in connection  therewith,  but  W-A
    shall remit to TLC only to the extent of such recovery by  W-
    A   the  reasonable  out-of-pocket  costs,  legal  fees   and
    expenses expended by TLC in providing assistance to W-A.
15.5If  during  the period of this Agreement either  Party  shall
    receive  any  notice,  claim or proceedings  from  any  third
    party   alleging   infringement   of   such   third   party's
    intellectual property rights by reason of W-A's marketing  or
    sale  of  the  Product  in the Territory,  such  Party  shall
    forthwith  notify the other Party of any such notice,  claims
    or proceedings and:
           15.5.1   TLC shall be responsible at its own cost  and
           expense  for  dealing with any such notice,  claim  or
           proceedings,  and  W-A  shall  co-operate   in   TLC's
           handling and defence thereof; and
           15.5.2    TLC shall have conduct of and sole authority
           to  defend  or settle such claims or proceedings.   In
           order  to resolve any such claims or proceedings,  TLC
           may  agree  to  take a license from the owner  of  the
           patent,   trademark  or  other  intellectual  property
           right  in  question,  but if such  license  cannot  be
           obtained on terms that are acceptable to TLC, it  may,
           following  consultation with W-A, elect to discontinue
           marketing  of the Product in the Territory,  in  which
           case  this  Agreement shall be terminated, unless  W-A
           agrees to pay all or a portion of the license fees  or
           royalties  necessary  to obtain  a  license  therefor.
           The  foregoing is without prejudice to any  rights  or
           claims  that W-A may have by reason of any  breach  by
           TLC   of   the   representations,  warranties   and/or
           undertakings  contained  in  Sections  15.1.1  through
           15.1.8  hereof,  except that the termination  of  this
           Agreement by TLC in accordance with the terms of  this
           Section  only  shall  not  in  itself  constitute  any
           breach of TLC's obligations hereunder.
           15.5.3    TLC  shall indemnify and hold W-A  free  and
           harmless  from any payment of royalties or damages  to
           third  parties  as  a consequence  of  any  judgement,
           award or settlement arising from a claim of patent  or
           trademark  infringement,  or  infringement  of   other
           intellectual  property rights, based on W-A's  use  or
           sale  of  the Product in the Territory under  the  TLC
           Trade  Marks  and TLC Patents in accordance  with  the
           terms  of  this  Agreement,  except  as  provided   in
           Section  15.5.2,  and except for any  claim  based  on
           marketing   or  promotional  materials   created   by,
           packaging   or   labelling   produced   by,    Product
           modifications  made by, or other acts  done  by,  W-A,
           its agents, employees or customers.

16. SALES TARGETS
16.1In  the  event  that  in any one year of  the  term  of  this
    Agreement  the Agreed Minimum Sales Targets are not achieved,
    notwithstanding  the  provision  and  delivery  of   adequate
    levels  of stock of the Product to the market by TLC  and  by
    TLC's   distributor,  then,  subject  to  the  saving  clause
    provided hereunder, TLC shall have the following options:
     16.1.1          to terminate this Agreement or
     16.1.2  to  co-operate in improving  the  marketing  of  the
Product.
16.2For  the  purposes of Section 16.1.1, W-A may, at its option,
    aggregate  the Agreed Minimum Sales Targets in  any  two  (2)
    years  of  the  term of this Agreement and take  the  average
    thereof  in  order to meet such targets.  If  TLC  wishes  to
    exercise  the  option  set out in Section  16.1.1,  it  shall
    notify W-A to this effect in writing within thirty (30)  days
    of  receiving notice that any particular Agreed Minimum Sales
    Target   has   not  been  met  and  thereupon  the   relevant
    provisions  of Sections 19 and 20 shall apply.  However,  the
    Parties  will agree on revised targets if the Agreed  Minimum
    Sales  Targets  are not achieved due to unforeseeable  events
    beyond   W-A's  reasonable  control,  such  as   actions   of
    governmental or regulatory authorities or any failure on  the
    part  of  TLC  or its distributor to effect the sale  of  the
    Product  in circumstances envisaged in Section 10.8  of  this
    Agreement.   Any failure by TLC to give notice of termination
    within the thirty-day period will not constitute a waiver  of
    its  right  to  terminate under Section 16.1.1 if  additional
    time  is needed to enable TLC to determine the cause of  such
    failure  to  meet targets, to allow the Parties to  negotiate
    revised targets, or to calculate two-year averaged targets.
16.3TLC's  failure  to terminate this Agreement pursuant  to  the
    provisions  of  Section  16.1.1 in any  one  year  shall  not
    prejudice TLC's right to exercise this option in any  of  the
    following years.
16.4If  in any one year TLC wishes to exercise the option set out
    in  Section  16.1.2,  TLC  will  convene  a  meeting  of  the
    Operating  Committee  to  determine  a  new  plan   for   the
    marketing and sale of the Product in the Territory (the  "New
    Marketing Plan").
16.5Upon   being  so  convened,  the  Operating  Committee  shall
    prepare  the first year of the New Marketing Plan,  and  such
    New Marketing Plan will contain:
           16.5.1    an estimate of marketing/promotional  budget
           and  selling expenses required for the Product in  the
           Territory during such year;
           16.5.2    the target audiences for the Product in  the
           Territory; and
           16.5.3    the marketing/promotional budget and selling
           expenses  and  the projected number of details  to  be
           shared  by  TLC  or  its  Affiliate  and  W-A  in  the
           Territory  to all target audiences during  such  Year.
           Such  determination  of  budget  and  the  number   of
           details  shall  be made considering factors  including
           the  number  of  physicians in each  target  audience,
           their  geographic distribution, the elapsed time since
           product launch, and the frequency of detailing  visits
           to   each  target  audience  which  is  customary   in
           pharmaceutical  sales practice in  the  Territory  for
           products  of  similar nature to the Product,  provided
           always  that  W-A  shall  be  required  to  perform  a
           guaranteed  number  of  the  projected  details,  such
           number  to be defined by the Operating Committee.   In
           no  event shall such number of projected details by W-
           A  or  TLC be less than thirty percent (30%) of  total
           projected details.
16.6In  the  event  of a New Marketing Plan, and not  later  than
    three  (3) months prior to the beginning of any year,  a  New
    Marketing  Plan for the following year shall be  prepared  by
    the  Operating Committee covering the same issues as set  out
    in Section 16.5.
16.7During  any  year  of  the  New Marketing  Plan  TLC  or  its
    Affiliate  and  W-A  shall supply each other  on  a  regular,
    monthly  basis with copies of sales call reports in order  to
    ascertain  the  actual number of details undertaken  by  both
    Parties.   Such call reports will be treated as  Confidential
    Information  under Section 17 and will be  provided  only  to
    employees  of  the Parties who are members of  the  Operating
    Committee  or  who  are responsible for calculating  payments
    hereunder.
16.8In  the  event that TLC or its Affiliate co-operates  in  the
    marketing  of the Product, it shall be entitled to  a  credit
    against  amounts owed to W-A calculated as the sum of  A  and
    B, where
          (I)        For  the  first  one million  three  hundred
          thousand  British pounds (1,300,000) of  in-the-market
          sales during each Contract Year:

                             DTLC
    A =   NS  x  40%    x     ____________
                             DTLC  +  DE

                                           DE
    B =           ET    x     ____________
                             DTLC  +  DE

    and
     (II)   For  all  subsequent in-the-market sales  during  any
Contract Year:
                              DTLC
    A =   NS  x  50%    x     ____________
                              DTLC  +  DE

                                      DE
    B =           ET   x     ____________
                              DTLC  +  DE

    and
           NS  =     Net Sales for the three (3) months ending on
           the day before each Quarter Day;
           DTLC   =  The number of sales calls undertaken by  TLC
           and  its  Affiliates for the Product in the three  (3)
           months ending on the day before each Quarter Day;
           DE   =    The number of sales calls undertaken by  W-A
           and  its  Affiliates for the Product in the three  (3)
           months ending on the day before each Quarter Day; and
           ET    =     The  expenses  incurred  by  TLC  and  its
           Affiliates   in   support  of  the  Product   in   the
           Territory,  other than personnel-related expenses,  in
           the  three  (3) months ending on the day  before  each
           Quarter Day.
     Such  credits shall be taken against payments due to W-A  in
     accordance  with Section 10.1 herein.  For  the  purpose  of
     making  the foregoing calculation, W-A undertakes to  inform
     TLC  of the applicable number of sales calls within five (5)
     days after each of the Quarter Days.

17. CONFIDENTIALITY
17.1The Parties each undertake and agree to:
           17.1.1   keep the Confidential Information secret  and
           confidential   and  not  directly  or  indirectly   to
           disclose  or  permit to be disclosed the same  to  any
           third  party,  other than its Affiliates,  consultants
           or  other  advisors, for any reason without the  prior
           written consent of the other Party;
           17.1.2    ensure that only those of its  officers  and
           employees  and  those  of  its  Affiliates   who   are
           directly  concerned  with the  carrying  out  of  this
           Agreement  have access to the Confidential Information
           on  a  strictly applied "need to know" basis  and  are
           informed of the secret and confidential nature of it;
           17.1.3    ensure that the Confidential Information  is
           not  covered  by any fixed or floating charge  entered
           into  at any time by it and not otherwise to establish
           a  lien  over or in any other way encumber, the  same;
           and
           17.1.4    not  copy, reproduce or otherwise  replicate
           for  any  purpose  or  in  any manner  whatsoever  any
           documents,  discs,  CD-ROM or  any  other  media  upon
           which  Confidential  Information  can  be  permanently
           stored containing the Confidential Information.
17.2The obligations of confidence referred to in this Section  17
    shall not extend to any Confidential Information which:
           17.2.1    is  or shall be generally available  to  the
           public  otherwise  than by reason  of  breach  by  the
           recipient or its Affiliate of the provisions  of  this
           Section;
           17.2.2    in  the  case  of  Confidential  Information
           disclosed  or  made  available to a Party  ("Recipient
           Party")  or  its Affiliate directly or  indirectly  by
           the other Party:
                                  (a)           is known  to  the
                Recipient  Party  and  is at  its  free  disposal
                (having  been  generated  independently  by   the
                Recipient   Party   or   a   third    party    in
                circumstances  where  it  has  not  been  derived
                directly  or  indirectly from the  other  Party's
                Confidential  Information) prior to  its  receipt
                from  the  other provided that evidence  of  such
                knowledge  is  furnished by the  Recipient  Party
                within twenty-eight (28) days of receipt of  that
                Confidential Information; or
                                   (b)           is  subsequently
                disclosed   to   the  Recipient   Party   without
                obligations of confidence by a third party  owing
                no   such   obligations  in   respect   of   that
                Confidential Information;
           17.2.3     is   required  by  law  to   be   disclosed
           (including  as  part of any regulatory  submission  or
           approval  process) and then only when  prompt  written
           notice  of  this  requirement has been  given  to  the
           other  Party  so  that  the other  Party  may,  if  so
           advised,  seek  appropriate  relief  to  prevent  such
           disclosure,    provided   always    that    in    such
           circumstances  such disclosure shall be  only  to  the
           extent  so  required  and shall be  subject  to  prior
           consultation  with  the other Party  with  a  view  to
           agreeing   on   the   timing  and  content   of   such
           disclosure.
17.3Subject   to   the   provisions  of   Section   17.2.3,   all
    Confidential Information disclosed by one Party to the  other
    shall  remain  the intellectual property or property  of  the
    disclosing  Party.   In  the event of  a  court,  nominee  or
    supervisor   for  composition  in  satisfaction   of   debts,
    liquidator,   trustee,  receiver,  administrative   receiver,
    receiver    and   manager,   interim   receiver,    custodian
    sequestrator  or similar officer ("Officer") assumes  partial
    or  complete Control over the assets of a Party based on  the
    insolvency or bankruptcy of that Party, that Party shall:
           17.3.1   promptly notify the court or Officer:
                                      (a)          that Confidential
                Information  received from the other Party  under
                this  Agreement remains the property of the other
                Party unless expressly assigned;
                                      (b)              of     the
                     confidentiality  and  security   obligations
                     under this Agreement; and
           17.3.2    to  the  extent permitted by law,  take  all
           steps   necessary   or  desirable  to   maintain   the
           confidentiality  and  security of  the  other  Party's
           Confidential Information and to ensure that the  court
           or  Officer maintains that Confidential Information in
           confidence  and  that Confidential  Material  is  kept
           secure in accordance with this Agreement.
17.4The  terms and conditions of this Agreement shall be  treated
    as  Confidential  Information by  both  Parties.   If  either
    Party  desires  to  issue  a  press  release  regarding  this
    Agreement,  it shall submit the proposed text of  such  press
    release  to  the  other Party and shall thereafter  issue  it
    only  if the other Party does not object to the proposed text
    within  forty-eight  hours after  receiving  it.   The  Party
    proposing  to  issue the press release will  make  reasonable
    efforts  to incorporate the other Party's comments  and  will
    not  issue  any  press release regarding this Agreement  over
    the  other  Party's objection except as provided  in  Section
    17.2.3.
17.5The  obligations of the Parties under Sections 17.1  to  17.4
    shall   survive  the  expiration  or  termination   of   this
    Agreement  for whatever reason and continue for a  period  of
    five (5) years.
17.6The Parties understand and agree that remedies at law may  be
    inadequate  to  protect against any  breach  of  any  of  the
    provisions  of  this  Section 17 by  either  Party  or  their
    employees, agents, officers or directors or any other  person
    acting  in  concert  with it or on its behalf.   Accordingly,
    each  Party  shall  be  entitled  to  seek  the  granting  of
    injunctive  relief  by  a  court  of  competent  jurisdiction
    against  any  action  that constitutes  any  breach  of  this
    Section  17.   It  is  understood that injunctive  relief  is
    intended  solely as provisional relief pending resolution  of
    the dispute.

18. LIABILITY/INDEMNITY
18.1Subject  to  the  provisions  of  Section  18.3,  TLC   shall
    indemnify,  defend  and  hold  harmless  W-A,  its  officers,
    agents,  employees and Affiliates from any and all liability,
    loss,  damage,  cost and expense (including court  costs  and
    reasonable attorney's fees) incurred or sustained by  W-A  or
    its  Affiliates  as a result of any claim or  demand  of  any
    party arising out of or connected with the negligence of  TLC
    in  the preparation of a clinical trial protocol and/or  with
    any  defect  which  may arise from failure  to  meet  product
    specifications  as approved by the Competent  Authorities  of
    the  Territory,  including  for such  purposes  manufacturing
    defects  arising  out of the Product not complying  with  the
    Specifications; provided however that TLC and its  Affiliates
    shall  have  no  liability  for any  loss,  damage,  cost  or
    expense which directly results from:
           18.1.1     failure  of  W-A,  its  officers,   agents,
           employees  or Affiliates to adhere to the  term  of  a
           clinical  trial protocol, TLC's instructions  relative
           to  the  use  of the relevant Product or any  term  or
           provision of this Agreement;
           18.1.2     failure  of  W-A,  its  officers,   agents,
           employees  or Affiliates to comply with any applicable
           governmental or regulatory requirements; or
           18.1.3   negligence or wilful malfeasance by W-A,  its
           officers,  agents,  employees and/or  Affiliates,  but
           only  to  the extent that such loss, damage,  cost  or
           expense   are   due  to  the  negligence   or   wilful
           malfeasance  of  W-A, its officers, agents,  employees
           and/or Affiliates.
18.2W-A  shall  indemnify,  defend and  hold  harmless  TLC,  its
    Affiliates,  and  their  respective  officers,   agents   and
    employees from any and all liability, loss, damage, cost  and
    expense (including court costs and reasonable attorney  fees)
    incurred  or  sustained by any of them as  a  result  of  any
    claim  or  demand  of any party arising out of  or  connected
    with:
           18.2.1     failure  of  W-A,  its  officers,   agents,
           employees  or Affiliates to adhere to the  term  of  a
           clinical  trial  protocol, TLC's written  instructions
           relative  to the use of the relevant products  or  any
           term or provision of this Agreement;
           18.2.2     failure  of  W-A,  its  officers,   agents,
           employees  or Affiliates to comply with any applicable
           governmental or regulatory requirements; or
           18.2.3   negligence or wilful malfeasance by W-A,  its
           officers, agents, employees and/or Affiliates.
18.3Neither  Party  shall be liable in an action  for  breach  of
    contract or in tort brought by one against the other  whether
    under  the  indemnity  set out in Section  18.1  or  18.2  or
    otherwise  for  special,  indirect or  consequential  damages
    resulting  from  such  action or claim arising  out  of  this
    Agreement  including  without limitation  loss  of  turnover,
    profits,  goodwill or business interruption however the  same
    may be caused.
18.4Each  Party's  agreement  to indemnify  and  hold  the  other
    harmless pursuant to this Section 18 is conditional upon  the
    indemnified party:
           18.4.1    providing written notice to the indemnifying
           party  of  any  claim  or demand arising  out  of  the
           indemnified activities within thirty (30)  days  after
           the  indemnified party has knowledge of such claim  or
           demand;
           18.4.2    permitting the indemnifying party to  assume
           full  responsibility to investigate, prepare  for  and
           defend against any such claim or demand including  the
           right to compromise or settle the same; and
           18.4.3    not compromising or settling such  claim  or
           demand   without  the  indemnifying  party's   written
           consent.
    Each   Party   agrees  that  any  settlement   made   by   an
    indemnifying   party  shall  not  impose  an  obligation   or
    restriction   on   any   indemnified   party   without   such
    indemnified party's written consent.

19. TERM
19.1Subject  to  the  provisions for early termination  contained
    herein,  this Agreement shall take effect from the  Effective
    Date  and shall continue until the fifth anniversary  thereof
    (the  "Initial  Term").   Provided that  the  Agreed  Minimum
    Sales  Targets  are achieved, as modified  by  Section  16.2,
    during  the Initial Term or during any subsequent  period  of
    five  (5)  Contract Years (a "Renewal Term"), W-A shall  have
    the  right  to  market the Product for an additional  Renewal
    Term,  subject  to good faith agreement between  the  Parties
    regarding  the Agreed Minimum Sales Targets for  the  Renewal
    Term.   In  the event that the Parties are unable  to  agree,
    then  TLC  agrees  that it shall market the  Product  to  the
    exclusion of any other third party.
19.2In  the event that the Parties are unable to agree on renewal
    terms  after the Initial Term or any Renewal Term,  TLC  will
    make  payments to W-A in the amount of fifteen percent  (15%)
    of  the Net Sales of Product sold in the Territory by TLC  or
    its  Affiliate  in  the first year following  termination  of
    this  Agreement,  or,  if  the  Product  is  marketed  by  an
    independent  distributor,  fifteen  percent  (15%)   of   the
    revenue   received  by  TLC  or  its  Affiliate   from   such
    distributor  on account of Product shipped to the distributor
    during   the  first  year  following  termination   of   this
    Agreement; and seven and one-half percent (7.5%) of  the  Net
    Sales  of  Product  sold  in the  Territory  by  TLC  or  its
    Affiliate  in the second year following termination  of  this
    Agreement,  or, if the Product is marketed by an  independent
    distributor,  seven  and  one-half  percent  (7.5%)  of   the
    revenue   received  by  TLC  or  its  Affiliate   from   such
    distributor  on account of Product shipped to the distributor
    during   the  second  year  following  termination  of   this
    Agreement.   No such payments will be required if the  reason
    for  nonrenewal  is  a failure to meet Agreed  Minimum  Sales
    Targets during the Initial Term or any Renewal Term.
19.3In  the  event that the Agreement is terminated prior to  the
    expiration of the Initial Term due to TLC's material  breach,
    then   TLC  agrees  to  make  payments  to  W-A  representing
    compensation  to  W-A  equal to seven  and  one-half  percent
    (7.5%)  of  Net Sales for each year which W-A would otherwise
    have  had marketing rights but for the termination, based  on
    the  Net  Sales  for  the immediately preceding  twelve  (12)
    months prior to the effective date of termination.

20. TERMINATION
20.1Each  Party shall have the right to terminate this  Agreement
    upon  giving ninety (90) days written notice thereof  to  the
    other  Party upon the occurrence of the following  events  at
    any time during the term of this Agreement:
           20.1.1    if the other Party commits a material breach
           of  this  Agreement, which in the  case  of  a  breach
           capable of remedy shall not have been remedied  within
           thirty  (30)  days of the receipt by it  of  a  notice
           identifying the breach and requiring its remedy;
           20.1.2   any Party shall suspend payment of its  debts
           or  cease  or  threaten  to  cease  to  carry  on  its
           business or become bankrupt or insolvent;
           20.1.3     a   proposal  is  made  or  a  nominee   or
           supervisor   is   appointed  for  a   composition   in
           satisfaction of the debts of any Party or a scheme  or
           arrangement of its affairs in relation thereto or  any
           Party  commences negotiations with one or more of  its
           bankers  with  a  view to the general readjustment  or
           rescheduling  of  all or part of its  indebtedness  or
           enters  into  any composition or arrangement  for  the
           benefit  of its creditors or proceedings are commenced
           in  relation to any Party under any law, regulation or
           procedure  relating  to  the  re-construction  or  re-
           adjustment  of  debts (including where a  petition  is
           filed    or   proceedings   commenced   seeking    any
           reorganisation,    arrangement,     composition     or
           readjustment   under   any   applicable    bankruptcy,
           insolvency,   moratorium,  reorganisation   or   other
           similar  law affecting creditor's rights  or  where  a
           Party  consents to, or acquiesces in,  the  filing  of
           such a petition);
           20.1.4    an application is made to the courts for  an
           administrative order under the bankruptcy laws or  any
           statutory  modification or re-enactment  thereof  with
           respect to any Party;
           20.1.5    any Party takes, without the consent of  the
           other  Party  (such  consent not  to  be  unreasonably
           withheld),  any  action, or any legal proceedings  are
           started or other steps taken by a third party, with  a
           view to:
               (a)   the winding up or dissolution of such  Party
               (other  than for the re-construction of a  solvent
               company); or
               (b)   the  appointment  of a liquidator,  trustee,
               receiver,  administrative receiver,  receiver  and
               manager,  interim receiver custodian, sequestrator
               or  similar  officer  of such  Party  against  the
               Party  or a substantial part of the assets of  the
               Party; or
           20.1.6    the  pricing authorisation  imposed  by  the
           Competent   Authority  is  below  the  minimum   price
           provided under Section 5.1.
20.2TLC  shall  have  the right to terminate this Agreement  upon
    giving thirty (30) days written notice thereof to W-A in  the
    event   that  a  third  party  unrelated  to  W-A's   current
    shareholders  acquires  Control of  W-A  and  such  party  is
    engaged directly or indirectly in the manufacture or sale  of
    lipid products.
20.3Upon  termination of this Agreement for any reason W-A  shall
    forthwith:
           20.3.1     discontinue   making  any   representations
           regarding  its  status  as  a  provider  of  promotion
           services for TLC;
           20.3.2    cease conducting any activities with respect
           to  the  marketing  or  sale of  the  Product  in  the
           Territory;
           20.3.3    return to TLC technical sales or promotional
           and sales training material and any other material  of
           TLC   then   in   its  possession  including   without
           limitation  all  Confidential  Information   and   all
           clinical data concerning the Product;
           20.3.4   refrain from using the TLC Trade Marks; and
           20.3.5    if so requested by TLC and at TLC's  expense
           take  all  actions  reasonably  requested  by  TLC  to
           transfer  to  TLC  or its designee  any  registration,
           approval  or  other regulatory licence  or  permission
           granted  to  W-A  by  a  Competent  Authority  in  the
           Territory for the Product.
20.4Except  for  sums  otherwise owing upon termination  of  this
    Agreement  or  thereafter becoming due  and  payable  neither
    Party  should  be  required  to  pay  the  other  Party   any
    termination  damages or special, incidental or  consequential
    damages   of   any  kind  arising  out  of  the   termination
    (including  without  limitation labour  claims  and  loss  of
    profits, investments or goodwill), and W-A hereby waives  and
    disclaims any such claims whether arising under local law  or
    otherwise.
20.5Upon  termination  of  this Agreement howsoever  arising  the
    rights of each Party against the other which have accrued  at
    the date of termination shall not be affected.

21. ASSIGNMENT
21.1Except  as  provided  in Section 21.2,  the  obligations  and
    rights  provided  in this Agreement shall  not  be  assigned,
    transferred  or  sub-contracted by any  Party  unless  agreed
    upon in writing by the other.  Subject to the foregoing,  the
    rights  and obligations of the Parties hereunder shall  inure
    to  the  benefit of and bind their respective successors  and
    assignees.
21.2Subject  to  the prior written consent of TLC, which  consent
    shall not be unreasonably withheld, W-A shall be entitled  to
    assign  its  rights and obligations under this  Agreement  to
    any  wholly  or  majority owned Affiliate of  W-A.   TLC  may
    assign  in  whole or in part its obligations  and  rights  in
    this  Agreement  to  a  TLC Affiliate  at  any  time  at  its
    discretion.

22. FORCE MAJEURE
22.1If  a  Party ("the Non-Performing Party") shall be unable  to
    carry out any of its obligations under this Agreement due  to
    Force  Majeure,  this Agreement shall remain  in  effect  but
    for:
           22.1.1      the   Non-Performing   Party's    relevant
           obligations; and
           22.1.2    the relevant obligations of the other  Party
           ("the  Innocent  Party") owed  to  the  Non-Performing
           Party  under this Agreement shall be suspended  for  a
           period  equal to the circumstance of Force Majeure  or
           three  (3) months, whichever is the shorter,  provided
           that:
                                  22.1.2.1     the suspension  of
                     performance is of no greater scope  than  is
                     required by the Force Majeure;
                                  22.1.2.2     the Non-Performing
                     Party   gives  the  Innocent  Party   prompt
                     notice describing the circumstance of  Force
                     Majeure,   including  the  nature   of   the
                     occurrence  and its expected  duration,  and
                     continues  to  furnish regular reports  with
                     respect  thereto during the period of  Force
                     Majeure;
                     22.1.2.3     the Non-Performing  Party  uses
                     all   reasonable  efforts  to   remedy   its
                     inability  to  perform and to  mitigate  the
                     effects   of  the  circumstance   of   Force
                     Majeure; and
                     22.1.2.4     as  soon  as practicable  after
                     the  event which constitutes Force  Majeure,
                     the  Parties  shall  discuss  how  best   to
                     continue   their  operations   as   far   as
                     possible in accordance with this Agreement.
22.2If  Force  Majeure is continuing at the expiry  of  the  said
    period of three (3) months the Innocent Party shall have  the
    right  to  terminate this Agreement forthwith upon notice  in
    writing to the Non-Performing Party.

23. WAIVER
23.1No  Party shall be deemed to have waived any of its rights or
    remedies  whatsoever unless such waiver is  made  in  writing
    and  signed  by  a  duly  authorised representative  of  that
    Party.   In  particular, no delay or failure of either  Party
    in  exercising  or  enforcing any of its rights  or  remedies
    whatsoever  shall operate as a waiver thereof  or  so  as  to
    preclude  or  impair the exercise or enforcement thereof  nor
    shall  any partial exercise or enforcement of any such  right
    or  remedy  by a Party preclude or impair any other  exercise
    or enforcement thereof by such Party.

24. SEVERANCE OF TERMS
24.1If  the  whole  or  any part of this Agreement  is  or  shall
    become  or  be declared illegal, invalid or unenforceable  in
    any  jurisdiction for any reason whatsoever  (including  both
    by  reason of the provisions of any legislation or by  reason
    of  any  decision of any court or Competent Authority  either
    having   jurisdiction   over   this   Agreement   or   having
    jurisdiction  over either of the Parties to  this  Agreement)
    then:
           24.1.1   in the case of the illegality, invalidity  or
           unenforceability  of the whole of this  Agreement,  it
           shall  terminate  in relation to the  jurisdiction  in
           question; or
    24.1.2 in   the   case  of  the  illegality,  invalidity   or
           unenforceability of part of this Agreement, such  part
           shall   be   severed  from  this  Agreement   in   the
           jurisdiction   in   question  and   such   illegality,
           invalidity  or unenforceability shall not in  any  way
           whatsoever prejudice or affect the remaining parts  of
           this Agreement which shall continue in full force  and
           effect  provided  always that  if  in  the  reasonable
           opinion  of  any  Party any such severance  materially
           affects  the commercial basis of this Agreement,  such
           Party   shall   have  the  right  to  terminate   this
           Agreement  with  immediate effect upon  giving  ninety
           (90)   days   written  notice  to  the   other   Party
           containing the reason(s) why the commercial  basis  of
           this  Agreement has been materially affected  by  such
           severance.

25. ENTIRE AGREEMENT/VARIATIONS
25.1 This   Agreement  constitutes  the  entire   agreement   and
     understanding between the Parties and supersedes  all  prior
     oral     or     written    understandings,     arrangements,
     representations or agreements between them relating  to  the
     subject matter of this Agreement.  No director, employee  or
     agent   of   either  Party  is  authorised   to   make   any
     representation or warranty to the other Party not  contained
     in  this Agreement, and each Party acknowledges that it  has
     not  relied  on any such oral or written representations  or
     warranties.
25.2No  variation, amendments, modification or supplement to this
    Agreement  shall  be  valid unless made  in  writing  in  the
    English   language   and   signed  by   a   duly   authorised
    representative of each Party.

26. NOTICES
26.1Save  as otherwise expressly provided in this Agreement,  any
    notice  or  other communication to be given by any person  to
    any  other  person  pursuant to this Agreement  shall  be  in
    writing  and  in the English language and shall be  given  by
    letter delivered by hand or sent by courier or facsimile  and
    shall  be addressed to the recipient and sent to the  address
    or  facsimile number of the recipient set out in  Schedule  3
    hereto  marked  for  the attention of the representative  set
    out  in  Schedule 3 or to such other address and/or facsimile
    number  or  marked for such other attention as such recipient
    may  from  time to time specify by notice given in accordance
    with  this  Section  26.1 to the Party  giving  the  relevant
    notice  or  other communication to it and shall be deemed  to
    have been received:
           26.1.1    in  the  case  of delivery  by  hand  or  by
           courier, when delivered; or
           26.1.2    in the case of facsimile, on acknowledgement
           by  the recipient facsimile receiving equipment  on  a
           Business   Day   provided  that  such  acknowledgement
           occurs  before 1700 hours local time of the  recipient
           on  the  Business Day of acknowledgement  and  in  any
           other  case  on  the Business Day next  following  the
           Business Day of acknowledgement.
26.2In  the case of notices other than orders for goods given  by
    fax  written  confirmation should be sent  by  recorded  mail
    within 48 hours.

27. COSTS
27.1Each  Party  shall bear its own legal fees and  expenses  and
    any  other expenses incurred in the preparation and execution
    of this Agreement.

28. GOVERNING LAW
28.1The  interpretation, validity, construction  and  performance
    of  this Agreement shall be governed by the laws of the State
    of  New York, as the same may be in effect at the time of any
    legal proceeding pursuant to Section 29.

29. JURISDICTION
29.1Any    dispute    between   the   Parties    regarding    the
    interpretation,   construction   or   performance   of   this
    Agreement   that   cannot   be  resolved   through   amicable
    negotiations shall be finally resolved by submission  to  the
    exclusive  jurisdiction of the United States  Federal  Courts
    for  the  Southern  District of New  York.   Solely  for  the
    purposes  of this Agreement, each of the Parties hereto  does
    hereby  irrevocably submit to the exclusive  jurisdiction  of
    the  United  States Federal Courts sitting  in  the  Southern
    District of New York.

30. NO PARTNERSHIP OR AGENCY CREATED
30.1Nothing  in this Agreement shall constitute or be  deemed  to
    constitute a partnership between TLC or its Affiliates and W-
    A  or  constitute or be deemed to constitute W-A as agent  of
    TLC  or  its Affiliates or to contract in the name of  or  to
    create  a liability against TLC or its affiliates in any  way
    or for any purpose.


AS WITNESS whereto the respective signatures have been given on
behalf of the Parties hereto on the day and year first above
written.

Wyeth-Ayerst International Inc.              The Liposome
Company, Inc.

By:                                          By:
Name:     Beat H. Leber                      Name:     Michael McGrane
Title:    Vice President,                    Title:    Vice President, General
          Business Development               Counsel & Secretary

Date:                                       Date:



L:\LEGALDPT\LEGAL\DISTRIB\WYAY_UK6.DOC



                           SCHEDULE 1

                  AGREED MINIMUM SALES TARGETS



               Year 1         817,410 British pounds (100mg vials)
                         156,293 British pounds (50mg vials) *

               Year 2         1,022,420 British pounds

               Year 3         1,073,540 British pounds

               Year 4         1,073,540 British pounds

               Year  5          1,073,540  British pounds























_______________
* Assuming April 1, 1999 launch of 50mg vials:
  525  packs of 50mg vials (This number can be amended on  a  pro
  rata basis if the launch date goes beyond April 1, 1999)
                           SCHEDULE 2

                         SPECIFICATIONS



                             ABELCET
             (Amphotericin B Lipid Complex or ABLC)


    Supplied as suspension in vials containing 20ml (100mg of
amphotericin B) or 10ml (50mg of amphotericin B).

    Each ml contains:

Amphotericin B USP                             5.0mg

L-a-Dimyristoylphosphatidylcholine (DMPC)      3.4mg

L-a-Dimyristoylphosphatidylglycerol (DMPG)     1.5mg
(as sodium and ammonium salts)

Sodium Chloride                                9.0mg

Water for injection, q.s. ad                      1.0ml

                           SCHEDULE 3

                            NOTICES



To TLC:             The Liposome Company, Inc.
                    One Research Way
                    Princeton Forrestal Center
                    Princeton, NJ  08540
                    Facsimile:  609-734-0882
                    Attention:  Chief Executive Officer


To W-A:             Wyeth-Ayerst International Inc.
                    150 Radnor-Chester Road
                    St. Davids, PA  19087
                    Facsimile:  610-254-9528
                    Attention:  Mr. Beat H. Leber





                           SCHEDULE 4

                           LIST PRICE



The List Price is as follows:

ABELCET (100mg X 10 vials)         860 British pounds

ABELCET (50mg X 10 vials)          500 British pounds


                           SCHEDULE 5

            EXTRACT FROM WYETH-AYERST CODE OF CONDUCT

                           SCHEDULE 6

                           TLC PATENTS



                          (EP) 0282405

                          (EP) 0394265

                          (EP) 0270460

                           SCHEDULE 7

                 MEDICAL INFORMATION PROCEDURES

                           Schedule 7

     Provision of Medical Information & Handling of Customer
                           Complaints.


1.   Provision of Medical Information


1.1  Date of Handover of Inquiries

     W-A shall have responsibility for the provision of Medical
Information from the     Effective Date.

1.2  Stability Inquiries

     W-A will handle stability inquiries as per the guidelines
below

     TLC will provide guidelines (for consideration and agreement
     by W-A) as to which stability inquiries W-A will handle and
     where these would need to be answered in conjunction with
     TLC.

1.3  Medical Information Enquiries

     Answering of all Medical Information inquiries is the
responsibility of W-A.

     TLC to provide copies of the following to enable W-A to
handle the above:

     Abelcet Database
     Copies of all Clinical Papers
     Copies of all Standard Letter / Texts
     Breakdown of changes to SmPC

     TLC to provide back-up should W-A be unable to answer any
questions.

1.4  MIMS & BNF Entries

     W-A's responsibility.


2.0  Customer Complaints

     These remain the responsibility of TLC, and any complaints
     will be directed care of  Karen Jones @ TLC