<PAGE>
                                                                    EXHIBIT 10.5

                                                                    CONFIDENTIAL


CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTION.

                                  AGREEMENT FOR

                       MANUFACTURING AND SUPPLY OF BNP7787



                Made as of April 12, 2001 (the "Effective Date")

                                 by and between

                        BIONUMERIK PHARMACEUTICALS, INC.,
                   (hereinafter referred to as "BioNumerik"),
                    a corporation duly organized and validly
                     existing under the laws of the State of
                    Texas with its principal offices at Suite
                           1250, 8122 Datapoint Drive,
                           SAN ANTONIO, TX 78229, USA

                                       and

                         SUMIKA FINE CHEMICALS CO., LTD.
                     (hereinafter referred to as "Sumika"),
   a corporation duly organized and validly existing under the laws of Japan,
     with its principal offices at 1-21, Utajima 3-chome, Nishiyodogawa-ku,
                              Osaka 555-0021, Japan




1                 DEFINITIONS

                  Unless otherwise expressly set forth herein, the following
                  terms shall have the meanings set forth below:

1.1               Calendar Quarter
                  Shall mean each three (3) month period ending on March 31,
                  June 30, September 30 or December 31.

1.2               Compound

                  Shall mean the compound 2,2'-Dithio-Bis-Ethane sulfonate,
                  disodium salt, also known as BNP7787.

1.3               Confidential Information
                  Shall mean all information, whether technical or
                  non-technical, trade secrets, discoveries, data, drawings,
                  techniques, documents, models, samples and know-how, whether
                  or not patented or patentable, owned or possessed by the
                  Parties on the date of this Agreement or later developed by
                  them.

1.4               Party
                  Shall mean BioNumerik or Sumika, and when used in the plural
                  form both BioNumerik and Sumika.

[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.


                                        1


<PAGE>




1.5               Product(s) or Finished Dosage Form
                  Shall mean any pharmaceutical composition containing the
                  Compound as the pharmacologically active ingredient.

1.6               Specifications
                  Shall mean the mutually agreed upon specifications for the
                  Compound attached on Annex 1 hereto.


2                 MANUFACTURE AND SUPPLY OF COMPOUND

2.1               Subject to the provisions of this Agreement, BioNumerik shall
                  purchase from Sumika and Sumika shall supply, at the price set
                  forth in Annex 2 attached hereto [**].

2.2               The Compound shall be manufactured and delivered in accordance
                  with the Compound Specifications indicated in Annex 1, which
                  will be mutually updated from time to time by the Parties. In
                  addition, manufacturing of the Compound by Sumika will be
                  conducted in compliance with current U.S. FDA Good
                  Manufacturing Practices (cGMP), ISO9002 and International
                  Conference on Harmonization (ICH) regulations and guidelines.
                  BioNumerik shall not export the Compound sold by Sumika
                  hereunder or the Product(s) produced from such Compound to any
                  country or territory where such export would be in violation
                  of the patent laws of such territory. Prior to any export of
                  Compound(s) or Product(s), BioNumerik and Sumika shall, if
                  requested by either party, discuss in good faith the matter of
                  whether such export would violate the patent laws of the
                  intended country or territory of export. [**].

                  Sumika shall be entitled to appoint any trading company it
                  deems appropriate to act as an intermediary between the
                  Parties for the purchase, sale and delivery of the Compound,
                  provided that the costs paid or payable by BioNumerik shall
                  not increase because of such appointment and such trading
                  company shall be reasonably acceptable to BioNumerik.


2.3               [**].

2.4               BioNumerik and Sumika will regularly communicate concerning
                  the purchase and sale of the Compound. BioNumerik shall
                  provide to Sumika, no later than the [**] following the [**],
                  a forecast of its estimated purchase orders from Sumika for
                  the [**] following the month in which the forecast is
                  transmitted. BioNumerik may make more frequent forecasts as it
                  may deem necessary. Except as otherwise provided herein, the
                  terms and conditions of all sales of the Compound by Sumika to
                  BioNumerik shall be in accordance with an acknowledgement
                  ("Acknowledgement") provided by Sumika to BioNumerik in
                  response to each purchase order placed by BioNumerik
                  hereunder. The quantity of each shipment of the Compound
                  specified in each Acknowledgement shall be definitive for all
                  purposes herein absent conclusive error. BioNumerik shall
                  provide Sumika with purchase order(s) for Compound [**] prior
                  to the time BioNumerik requires such Compound. [**]. During
                  the term of this Agreement, Sumika shall provide BioNumerik
                  with such quantities of

[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.


                                        2



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                  Compound as may be requested by BioNumerik and accepted by
                  Sumika in accordance with the terms of this Agreement.

2.5               BioNumerik shall test and approve the quality of delivered
                  Compound within 21 days after receipt of the Compound. If
                  BioNumerik fails to so test or approve, BioNumerik shall be
                  deemed to have tested and approved the quality of such
                  Compound. If BioNumerik informs Sumika within the said 21
                  days' period that the delivered Compound does not meet the
                  Specifications, BioNumerik shall, within 10 days thereafter,
                  send back the non-conforming Compound, and disclose the test
                  results concerning such Compound, to Sumika. Then, the Parties
                  shall cooperate with each other in promptly examining such
                  test results and promptly comparing the non-conforming
                  Compound in question and the sample of the Compound retained
                  by Sumika. If the Compound proves to be non-conforming at the
                  time of delivery to BioNumerik, upon BioNumerik's written
                  request, Sumika will promptly send to BioNumerik without
                  additional charge replacement amounts of the ordered Compound
                  that were non-conforming, and provide BioNumerik with a credit
                  equal to the transportation costs of such non-conforming
                  Compound. [**]. Prior to approval of the Compound for
                  commercial sale, BioNumerik shall warehouse any back-up supply
                  of Compound purchased by BioNumerik from Sumika. If the
                  Parties discuss and agree that Sumika will hold such inventory
                  on behalf of BioNumerik, then Sumika shall send BioNumerik lot
                  sample(s) of the Compound and then BioNumerik shall test and
                  approve the quality of such sample(s) within 21 days of
                  receipt thereof and shall thereafter make the payment for such
                  Compound within 30 days; provided, however, that if the
                  quality of the Compound has been approved in advance by
                  BioNumerik, then BioNumerik shall make the payment within 30
                  days after BioNumerik's order therefor with Sumika. Such
                  Compound shall be subject to the product warranties set forth
                  in Article 4 of this Agreement.

2.6               [**]. Payment for all Compound purchased from Sumika by
                  BioNumerik in accordance with this Agreement and approved by
                  BioNumerik in accordance with Section 2.5 shall be made in
                  full within 30 days after Compound satisfying the required
                  Specifications are received. BioNumerik shall make such
                  payment without set-off, counterclaim, or other such rights
                  which BioNumerik may claim against Sumika. [**]. Payment by
                  BioNumerik hereunder shall be made by wire transfer in
                  accordance with Annex 3.

2.7               As a part of this Agreement, Sumika shall maintain all of the
                  appropriate Specifications and standard operating procedures
                  related to the manufacturing of the Compound. These will be
                  treated as controlled documents and will be maintained
                  utilizing a suitable document control procedure to ensure
                  proper issuance and change, respectively. During the term of
                  this Agreement and for a period of at least two years
                  thereafter, Sumika shall maintain records of inspection and
                  testing, lab notebooks and procedures made in connection with
                  the manufacturing work conducted under this Agreement. In
                  addition, as a part of this Agreement Sumika shall prepare and
                  maintain an updated Drug Master FIle (DMF) for the Compound
                  for the United States, the European Union, and Japan and shall
                  answer any deficiency letter that the U.S. FDA and/or other
                  relevant regulatory health authority may issue to BioNumerik
                  regarding the manufacturing process for the Compound, provided
                  that the Parties shall discuss and agree in writing upon the
                  costs and expenses required for the preparation of such DMF
                  [**].

[**] Certain INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.

                                        3



<PAGE>
                                                                    CONFIDENTIAL


2.8               Sumika shall keep BioNumerik regularly informed of the status
                  and progress of the manufacturing of Compound through regular
                  telephone or e-mail updates and through written summaries
                  provided to BioNumerik on a quarterly basis. Sumika recognizes
                  and agrees that any change in the process for preparation or
                  manufacture of the Compound (whether planned or unplanned)
                  must be approved in advance in writing by BioNumerik.

2.9               Subject to the limitations on exports contained in Section 2.2
                  hereof, Sumika shall be responsible for complying with all
                  transport regulations and export laws applicable under the
                  laws of Japan and any export territory agreed upon by the
                  Parties concerning the provision of the Compound to BioNumerik
                  in accordance with this Agreement. BioNumerik shall be
                  responsible for complying with all transport regulations and
                  export laws applicable under the federal, state and local laws
                  of the United States of America and other territories
                  designated by the Parties concerning the Compound. Sumika will
                  use reasonable best efforts to assure that the Compound will
                  be transported to BioNumerik in a reasonable and appropriate
                  manner, which will include reasonable consideration of
                  environmental conditions of the shipping, cGMP requirements,
                  and the procedures and precautions to be followed by the
                  shipper.


3                 INSPECTIONS AND CONTROLS

3.1               Subject to confidentiality obligations contained in Section 7,
                  Sumika agrees to allow inspections of its manufacturing
                  facilities in which the Compound is being manufactured,
                  analyzed or tested, by representatives of BioNumerik or Grelan
                  Pharmaceutical Co., Ltd. ("Grelan"), as well as FDA and other
                  material regulatory authorities of the U.S. or other
                  governments, during normal working hours upon prior written
                  notice to Sumika. Sumika shall grant access to such premises
                  and to the documentation necessary for or appropriate to the
                  manufacturing and quality control of the Compound. BioNumerik
                  shall cause Grelan to comply with the Confidentiality
                  obligations set forth in this Agreement and shall be
                  responsible for any breach of such obligations by Grelan.

3.2               Sumika shall ensure all manufacturing, test and inspection
                  equipment is maintained under a documented calibration program
                  that is ISO9002 and ICH compliant. This includes providing
                  equipment calibration certifications as required.

3.3               Sumika will maintain environmental controls, including
                  particulate and bioburden monitoring, pest controls and
                  housekeeping procedures in accordance with FDA cGMP, ISO9002
                  and ICH regulations and guidelines. The use of supplies of
                  process water, air and particulate handling, etc., for cGMP
                  manufacture of the Compound, shall be consistent with FDA cGMP
                  specifications and ICH regulations and guidelines.

3.4               Sumika shall maintain a Quality Control department, which is a
                  distinct department separate from manufacturing. Sumika
                  Quality Control/Quality Assurance will perform incoming,
                  in-process and finished product inspections, review records,
                  perform line clearances, maintain batch history records,
                  provide batch history records for review and accuracy and
                  completeness and provide product release services in
                  accordance with cGMP and ICH regulations and guidelines.


                                        4

<PAGE>




3.5               Sumika will promptly notify BioNumerik of any FDA or other
                  material regulatory inspection of Sumika related to the
                  Compound, and will promptly provide BioNumerik with a copy of
                  documentation and Sumika's correspondence and plans to address
                  any deficiencies relating to such inspection.


4                 PRODUCT WARRANTIES

4.1               Sumika warrants and represents exclusively to BioNumerik that
                  the Compound manufactured by Sumika and delivered to
                  BioNumerik hereunder shall, at the time of shipment, conform
                  to the Specifications and be manufactured in accordance with
                  all applicable laws and regulations relating to the
                  manufacture of the Compound, including but not limited to,
                  applicable supranational, national and local laws in the
                  country when and where manufacture occurs, current U. S. FDA
                  Good Manufacturing Practices (cGMP), ISO9002 and ICH
                  regulations and guidelines. Sumika further represents that the
                  API is still in a development process and that the shelf life
                  stability of API will be determined based on additional
                  stability testing data that is obtained in the future. EXCEPT
                  AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUMIKA MAKES NO
                  REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
                  INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY
                  OR FITNESS FOR ANY INTENDED USE OR PURPOSE. Notwithstanding
                  the foregoing, BioNumerik shall have no obligation to purchase
                  any Compound that does not meet the Specifications as provided
                  in Section 2.5 hereof.


5                 DEBARMENT CERTIFICATION

5.1               Sumika warrants that it will not knowingly use in connection
                  with the services rendered under this Agreement in any
                  capacity the services of any person debarred under the U.S.
                  Food, Drug & Cosmetic Act or any other similar law or
                  regulation governing drug manufacturing.


6                 INDEPENDENT CONTRACTOR STATUS

6.1               Each of the Parties in performing this Agreement shall be and
                  be deemed to be acting as an independent contractor and not as
                  the agent or employee of the other. Accordingly, BioNumerik
                  shall purchase the Compound from Sumika, which Sumika has
                  manufactured in accordance with the Specifications. BioNumerik
                  and/or its designated affiliates or agents shall then
                  manufacture the Finished Dosage Form in accordance with
                  BioNumerik's specification therefor. Neither Sumika nor
                  BioNumerik shall have any authority whatsoever to act as agent
                  or representative of the other Party nor any authority or
                  power to contract or create any obligation or liability on
                  behalf of the other Party or otherwise bind any other Party in
                  any way for any purpose.




                                        5

<PAGE>



7                 CONFIDENTIALITY

7.1               Each Party shall hold all Confidential Information received
                  from the other Party in strictest confidence and shall use the
                  same level of care to prevent any unauthorized use or
                  disclosure of such Confidential Information as it exercises in
                  protecting its own information of similar nature. The Parties
                  shall not disclose any Confidential Information received from
                  the other Party to any third party without the prior written
                  consent of the other Party.

7.2               The Confidential Information shall be supplied to the Parties
                  in written form and shall be identified as being confidential
                  and disclosed under the provisions of this Agreement. Any
                  information that is disclosed in oral form shall be confirmed
                  in writing within sixty (60) days after disclosure and be
                  deemed included as Confidential Information within the scope
                  of this Agreement.

7.3               Each Party shall have the right to disclose the Confidential
                  Information of the other Party to the minimum number of those
                  officers and employees who need to know it for the purposes of
                  this Agreement. Such disclosure is allowed only on condition
                  that the persons to whom the Confidential Information will be
                  disclosed shall be, by law, contract or other undertaking,
                  under confidentiality obligations corresponding to those set
                  out in this Agreement.

7.4               The disclosing Party retains all rights to its Confidential
                  Information.

7.5               The confidentiality obligations of this Agreement shall not
                  apply to:

                  a)       Confidential Information which at the time of the
                           disclosure is in the public domain; or

                  b)       Confidential Information which, after disclosure,
                           becomes part of the public domain otherwise than by
                           breach of this Agreement; or

                  c)       Confidential Information which can be established by
                           reasonable and competent proof to have already been
                           in the receiving Party's possession prior to
                           disclosure and was not acquired, directly or
                           indirectly, from the disclosing Party; or

                  d)       Confidential Information which a receiving Party
                           shall receive from a third party who has the legal
                           right to disclose it and who would by disclosure not
                           breach, directly or indirectly, any confidentiality
                           obligation to either Party; or

                  e)       Confidential Information which is released for
                           disclosure by prior written consent of the disclosing
                           Party; or

                  f)       Confidential Information which has been independently
                           developed by a Party hereto without the use or
                           benefit of Confidential Information received from the
                           other Party; or Confidential Information which is
                           required to be disclosed by law or by order of court
                           of competent jurisdiction, provided that due advance
                           notice is given to the other Party of such a
                           requirement and also such disclosure is then made
                           only to the minimum extent so required.

                                        6

<PAGE>




7.6               The burden of proving that any of the above exceptions is
                  applicable to a Party to relieve it of its liability or
                  obligations hereunder shall be upon the Party claiming such
                  exception(s).

7.7               Grelan shall comply with the confidentiality obligations set
                  forth herein as if Grelan is a party to this Agreement.


8                 INTELLECTUAL PROPERTY RIGHTS

8.1               a)       As used herein "Intellectual Work Product" means all
                           inventions, modifications, discoveries, improvements,
                           processes, techniques, documentation, scientific and
                           technical data, drawings and other information other
                           than the Sumika Technology, that is generated as a
                           result of the manufacturing services performed for
                           BioNumerik by Sumika in accordance with this
                           Agreement. "Sumika Technology" means all present and
                           future documentation, scientific and technical data,
                           processes, test procedures, information, know-how,
                           techniques, technology, patents, patent rights,
                           copyrights, trade secret rights, inventions,
                           intellectual property rights, and other information
                           and techniques that are owned, developed or licensed
                           by Sumika (other than those developed hereunder or in
                           connection with the manufacturing or other projects
                           performed for BioNumerik by Sumika). BioNumerik shall
                           not own any of the Sumika Technology. However, Sumika
                           shall use the Sumika Technology, as far as it is
                           applicable, in order to efficiently carry out the
                           manufacture of the Compound.

                  b)       The Parties hereto understand and agree that no
                           rights are being conveyed to Sumika (or any of their
                           affiliates) to use any BioNumerik Technology (as
                           hereafter defined) for any purpose other than the
                           sole purpose of preparing the Compound for the
                           benefit of BioNumerik in accordance with the terms of
                           this Agreement. As used herein, "BioNumerik
                           Technology" means all present and future
                           documentation, scientific and technical data,
                           processes, test procedures, information, know-how,
                           techniques, technology, patents, patent rights,
                           copyrights, trade secret rights, inventions,
                           intellectual property rights, and other information
                           and techniques that are owned, developed, or licensed
                           by BioNumerik. Prior to and during the course of
                           developing this Agreement, and in the future during
                           the course of this Agreement, BioNumerik has provided
                           and may provide Sumika with confidential and
                           proprietary enabling disclosures pertaining to the
                           composition, processes and conditions for
                           manufacturing, potential uses and other commercially
                           sensitive information relating to the Compound.


                                        7

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                                                                    CONFIDENTIAL



8.2               a)       Sumika acknowledges that BioNumerik is the sole and
                           exclusive owner of all Intellectual Work Product
                           (except the Sumika Technology, as described above in
                           8.1). In consideration of the covenants contained
                           herein, and for other good and valuable consideration
                           set forth herewith, Sumika hereby assigns and
                           transfers to BioNumerik and its successors and
                           assigns all right, title and interest that Sumika has
                           or may later acquire in and to the Intellectual Work
                           Product under copyright, patent, trade secret and
                           trademark law. Such assignment includes the
                           assignment of the entire right, title and interest in
                           and to all applications for letters patent and any
                           and all letters patent or patents in the United
                           States of America and all foreign countries which may
                           be granted on and in connection with the Intellectual
                           Work Product.

                  b)       Sumika agrees to co-operate with BioNumerik so that
                           BioNumerik may enjoy to the fullest extent the entire
                           right, title and interest in and to the Intellectual
                           Work Product. In connection therewith, Sumika agrees
                           to execute, if necessary, additional papers and
                           documents and to take all actions requested by
                           BioNumerik in order to (a) further evidence ownership
                           of the Intellectual Work Product by BioNumerik and
                           its successors and assigns and (b) allow BioNumerik
                           to procure, maintain and enforce all letters patent
                           and intellectual property rights to the Intellectual
                           Work Product. BioNumerik agrees to reimburse Sumika
                           all reasonable costs in relation to the production of
                           additional papers and documents as well as all
                           actions requested by BioNumerik pursuant to this
                           Section 8.2(b).

                  c)       In addition, in the event the manufacturing efforts
                           hereunder result in a synthesis or manufacturing
                           process for the Compound that incorporates Sumika
                           Technology, BioNumerik shall be granted, and is
                           hereby granted, a worldwide, personal, non-exclusive,
                           perpetual, royalty-free, non-sublicensable license to
                           practice said inventions and technology to the extent
                           they relate to such synthesis and manufacturing (so
                           long as such grant is not in violation of Sumika's
                           agreements with other parties existing as of the date
                           of this Agreement). BioNumerik will not transfer the
                           Sumika Technology to any third party without the
                           prior written agreement of Sumika, and no third party
                           may use the Sumika Technology without the prior
                           written agreement of Sumika.

d)                         [**].


8.3               Except for use for the purposes as defined in this Agreement,
                  no right, title, interest, or license in or to any trademark,
                  patent, copyright or service mark or symbol or any other
                  intellectual property right of a Party is granted to the other
                  Party under this Agreement.


9                 INDEMNIFICATION PROVISIONS

[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.


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                  a.       Sumika shall not be responsible for any product
                           liability relating to or arising from any Compound
                           supplied by Sumika under this Agreement and the
                           Product(s) produced from such Compound so long as the
                           Compound and the production method of such Compound
                           have been approved by BioNumerik, unless such
                           approval is based on inappropriate data provided by
                           Sumika.

9.1               BioNumerik will indemnify and hold harmless Sumika, its
                  affiliates, any present or future parent or subsidiary of
                  them, and their respective officers, directors, employees,
                  counsel, agents and affiliates (the "Indemnified Sumika
                  Parties") against any and all losses, liabilities, damages,
                  costs and expenses including, but not limited to, reasonable
                  attorney fees and any and all reasonable expenses incurred in
                  defending against any litigation, commenced or threatened, or
                  any claim, and any and all amounts reasonably paid in
                  settlement of any claim or litigation commenced or threatened
                  ("Losses"), arising out of (i) product liability, patent and
                  trademark infringement or other suits and claims relating to
                  rights under BioNumerik's control and regarding any active
                  pharmaceutical ingredient or raw materials, including but not
                  limited to, any bulk drug, or the Compound, Products or
                  Finished Dosage Form, including but not limited to the
                  sterilization, bottling or production processes thereof, (ii)
                  any failure by BioNumerik to comply with any applicable
                  governmental regulation (including, without limitation, any
                  applicable environmental laws), (iii) any breach of any
                  representation, warranty, covenant or agreement of BioNumerik
                  contained in this Agreement, (iv) the use by Sumika of any raw
                  or component material(s) supplied by BioNumerik to Sumika or
                  by a third party on BioNumerik's behalf, or (v) the promotion,
                  marketing, distribution and sale, whether directly or through
                  distributors, of the Compound; PROVIDED, HOWEVER, THAT
                  BIONUMERIK SHALL NOT INDEMNIFY OR HOLD HARMLESS ANY OF THE
                  INDEMNIFIED SUMIKA PARTIES TO THE EXTENT THAT SUMIKA OR ANY
                  INDEMNIFIED SUMIKA PARTIES ARE RESPONSBILE BY NEGLIGENCE OR
                  WILLFUL ACT FOR SUCH LOSSES, LIABILITIES, DAMAGES, COSTS AND
                  EXPENSES.

9.2               Sumika will indemnify and hold harmless BioNumerik, its
                  affiliates, any present or future parent or subsidiary of any
                  of them, and their respective officers, directors, employees,
                  counsel, agents and affiliates (the "Indemnified BioNumerik
                  Parties") against any and all Losses arising out of (i) any
                  breach of any representation, warranty, covenant or agreement
                  of Sumika contained in this Agreement, or (ii) any failure by
                  Sumika to comply with any applicable governmental regulation
                  (including, without limitation, any applicable environmental
                  laws), BUT ONLY TO THE EXTENT SUCH FAILURE REFERRED TO WITHIN
                  (ii) OF THIS PARAGRAPH IS ATTRIBUTABLE TO SUMIKA'S BREACH OF
                  THIS AGREEMENT, OR SUMIKA'S FAILURE TO MANUFACTURE ANY PRODUCT
                  IN CONFORMANCE WITH THE SPECIFICATIONS; provided further that
                  Sumika will not indemnify and hold harmless Indemnified
                  BioNumerik Parties for any losses arising out of BioNumerik's
                  negligence or willful act.

9.3               Conditions of Indemnification: With respect to any
                  indemnification obligations of either Party to the other Party
                  under this Agreement, the following conditions must be met for
                  such indemnification obligations to become applicable:


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                  a)       The indemnified Party shall notify the indemnifying
                           Party promptly in writing of any claim which may give
                           rise to an obligation on the part of the indemnifying
                           Party hereunder;

                  b)       The indemnifying Party shall be allowed to timely
                           undertake the sole control of the defense of any such
                           action and claim, including all negotiations for the
                           settlement, or compromise of such claim or action at
                           its sole expense;

                  c)       The indemnified Party shall at its sole expense
                           render reasonable assistance, information,
                           co-operation and authority to permit the indemnifying
                           Party to defend such action.

9.5               BioNumerik shall notify Sumika in writing of any defect that
                  it learns of, which is likely to affect the manufacture of the
                  Compound as contemplated by this Agreement.


10                TERM AND TERMINATION

10.1              This Agreement shall enter into force as of the Effective Date
                  of the Agreement and unless earlier terminated, shall continue
                  in full force and effect until BioNumerik's fulfilling and
                  completing its obligations set forth in Section 2.1 unless
                  extended by agreement of the Parties. Sections 4, 7, 8, 9, 11,
                  16 and 17 shall survive any termination of this Agreement.

10.2              The Parties may terminate this Agreement upon mutual written
                  agreement at any time during the Term of this Agreement.

10.3              Either party may terminate this Agreement without penalty at
                  any time without payment of any compensation by giving six
                  months prior written notice of termination to the other party,
                  if either party believes that such termination is reasonably
                  justified, provided that, if requested by the non-terminating
                  party, the terminating party shall discuss such termination
                  with the other party for a period of up to 60 days in a good
                  faith and best effort to find a mutually agreeable solution
                  for avoiding such termination. If the circumstances require
                  more than 60 days to adequately discuss such matter, the 60
                  days discussion period set forth in the preceding sentence
                  will be extended to up to 180 days (inclusive of the 60 day
                  discussion period described above) at the request of either
                  party. In the event that both parties fail to find a mutually
                  agreeable solution for avoiding such termination in such a
                  period of 60 days or 180 days as stipulated above, this
                  Agreement shall be terminated, provided however that ,
                  notwithstanding the provisions of Section 10.1, (i) any rights
                  and obligations of each party under this Agreement except
                  those stipulated in clauses (ii) and (iii) of this sentence
                  set forth below shall lose effect on the date of such
                  termination, (ii) the Parties shall be responsible for
                  fulfilling and completing all orders for Compound made by
                  BioNumerik prior to the date of such termination, and (iii)
                  Sections 4, 7, 8, 9, 11, 16, and 17 shall survive any such
                  termination.


                                       10

<PAGE>
                                                                    CONFIDENTIAL


10.4              Either Party shall have the right, without prejudice to any
                  other rights or remedies available to it, to terminate this
                  Agreement for cause with immediate effect by written notice to
                  the other Party in any of the following events:

                  a)       The other Party defaults in the performance of any of
                           its obligations under this Agreement and such default
                           continues unremedied for thirty (30) days from notice
                           to the defaulting Party;

                  b)       The other Party intentionally makes (or is discovered
                           to have intentionally made) any material false
                           representations or omissions, reports or claims in
                           connection with the business relationships of the
                           Parties;

                  c)       Any of the representatives of the Parties engages in
                           (or is discovered to have engaged in) fraudulent,
                           criminal or negligent conduct in connection with the
                           business relationships of the Parties;

                  d)       The other Party files a petition in bankruptcy, is
                           adjudicated bankrupt, files for reorganization, is
                           placed in liquidation, makes a general assignment for
                           the benefit of its creditors, becomes insolvent or is
                           otherwise unable to fulfill its business obligations;

                  e)       [**].


11                LIMITATION OF DAMAGES

11.1              In no event shall either Party be liable to the other Party or
                  third parties for any indirect, incidental or consequential
                  damages, such as e.g. lost profits in connection with its
                  performance under this Agreement or any breach thereof. The
                  restrictions of liability to compensate damages stipulated for
                  in this article shall not be applied to any breach of the
                  intellectual property rights of Sumika or BioNumerik or its
                  principals, including but not limited to rights of patent,
                  copyright and trademark or unauthorized disclosure of the
                  trade secrets or other confidential information of the same
                  provided to either of the Parties under this Agreement. The
                  compensation for damages for such breach shall include any
                  damages suffered by Sumika or BioNumerik, whether direct or
                  indirect, including but not limited to damages suffered due to
                  loss of profits, business or good-will, provided that the
                  amount of such compensation shall not exceed the value of the
                  Compound sold and purchased between the Parties under this
                  Agreement.

12                FORCE MAJEURE

12.1 Neither Party shall be liable for delays or failure of performance of any
     obligation hereunder by reason of an Act of God, fire, flood, earthquake,
     war, public disaster, strike or labor difference, governmental enactment,
     rule or regulation, unforeseeable raw material shortages, transportation
     interruption or any other cause beyond such Party's control, provided that
     diligent continuing efforts are made to resume performance if such
     resumption is a commercially reasonable option. Written notice must be
     given to the other Party for any claim made under this clause.


[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.

                                       11

<PAGE>



13                PUBLICITY AND PUBLICATIONS

13.1              Except as provided by this Agreement or as required by law,
                  neither Party shall originate any publicity, news release or
                  other public announcement, written or oral, whether to the
                  public press, or otherwise, relating to this Agreement, any
                  amendment hereto or performance hereunder, or the existence of
                  any arrangement between the Parties without the prior written
                  approval of the other Party, which approval shall not be
                  unreasonably withheld.

14                AUTHORIZATION AND NOTICES

14.1              All notices referred to herein shall be sent by prepaid
                  registered mail or by telefax and shall be deemed delivered if
                  sent to the addresses of the respective Parties hereinbelow
                  indicated, or such other address as is furnished by such
                  notice to other Party.

                  Notices and payments to Sumika shall be made to:

                  SUMIKA FINE CHEMICALS CO., LTD.
                  1-21, Utajima 3-chome
                  Nishiyodogawa-ku, Osaka 555-0021, Japan
                  Attn:    Mr. Katsuyki Imada, Assistant Manager,
                                               International Business Division
                           Dr. Naruhito Masai, Director International Business
                                               Division
                  Fax:     +81-6-6473-0503
                  Phone:   +81-6-6473-0574
                  e-mail : imada@sumika-fine-chem.co.jp
                           masai@sumika-fine-chem.co.jp


                  Notices and invoices to BioNumerik shall be made to:

                  BIONUMERIK PHARMACEUTICALS, INC.
                  Suite 1250,
                  8122 Datapoint Drive,
                  San Antonio, Tx 78229, USA
                  Attn:    Dr. Harry Kochat, Project Manager
                  Fax:     +1 210 614 9439
                  Phone:   +1 210 614 1701
                  e-mail:  harry.kochat@bnpi.com

                                       12

<PAGE>



                  with a copy to:

                  Frederick H. Hausheer, M.D.,
                  Chairman and CEO
                  BioNumerik Pharmaceuticals, Inc.,
                  Suite 1250,
                  8122 Datapoint Drive
                  San Antonio, TX 78229, USA
                  Fax:   +1 210 614 0643
                  Phone: +1 210 614 1701


15                ASSIGNMENT

15.1              This Agreement is deemed personal to BioNumerik and Sumika.
                  Neither Party shall, without prior written consent of the
                  other Party, assign this Agreement or any of its rights nor
                  delegate any of its duties or obligations herein. Without
                  prejudice to clause 10.4 e), both Parties agree not to
                  unreasonably withhold consent if such an assignment is
                  contemplated in connection with the sale or merger by a Party
                  of all or substantially all of its assets to a third Party,
                  providing the non-assigning Party receives and accepts such
                  written assurances of continued performance and commitments
                  from the assignee under this Agreement as it may reasonably
                  require prior to such an assignment becoming effective. Any
                  assignment or delegation in derogation of this provision shall
                  be deemed null and void.


16                GOVERNING LAW AND DISPUTES

16.1              THIS AGREEMENT IS MADE UNDER AND SHALL BE CONSTRUED IN
                  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
                  TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. ALL TRADE TERMS
                  PROVIDED IN THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE
                  WITH THE 1990 EDITION OF INCOTERMS ISSUED BY THE INTERNATIONAL
                  CHAMBER OF COMMERCE.

                  Each party to this Agreement hereby irrevocably consents and
                  submits to the jurisdiction of the courts of the State of
                  Texas and of the United States of America for all purposes in
                  connection with any proceeding which arises out of or relates
                  to this Agreement.

16.2              Any controversy or claim arising out of or relating to this
                  Agreement, or the breach thereof, shall be settled by
                  arbitration in accordance with the commercial arbitration
                  rules of the International Chamber of Commerce. The place of
                  any arbitration shall be (I) San Antonio, Texas, U.S.A. if
                  such arbitration is instituted by Sumika and (ii) Osaka, Japan
                  if instituted by BioNumerik. Judgment upon award rendered by
                  the arbitrator(s) may be entered in any court of competent
                  jurisdiction in the United States or Japan .


17                MISCELLANEOUS

17.1              WAIVERS: Failure of either Party at any time to require
                  strict performance by the other Party of any of the provisions
                  of the Agreement shall in no way affect the right thereafter
                  to enforce the same, nor shall the waiver of any term,
                  provision, covenant or condition hereof be taken or held to be
                  a waiver of any


                                       13
<PAGE>



                  subsequent breach thereof or as nullifying the effectiveness
                  of such term, provision, covenant or condition.

17.2              COUNTERPARTS: This Agreement may be executed in two or more
                  counterparts, which all together shall constitute one
                  instrument.


17.3              ENTIRE AGREEMENT: This Agreement and its annexes, as well as
                  the Confidentiality Agreement and the Materials Transfer
                  Agreement dated March 13, 2000 by and between BioNumerik and
                  Sumika, embody the entire understanding of the Parties and
                  shall supersede all previous communications, representations,
                  or understandings, either oral or written, between the Parties
                  relating to the subject matter hereof.

17.4              AMENDMENTS: No amendments or modifications of this Agreement
                  will be deemed legally binding unless made in writing and
                  signed by both Parties hereto.

17.5              SEVERABILITY: In case one or more of the provisions contained
                  in this Agreement shall, for any reason, be held invalid,
                  illegal, or unenforceable in any respect, such invalidity,
                  illegality or unenforceability shall not affect any other
                  provision of this Agreement, but this Agreement shall be
                  construed by amending or limiting such invalid, illegal, or
                  unenforceable provision so as to conform as closely as
                  possible to the intent of the Parties or, if such is not
                  possible, by deleting such provision from this Agreement.

17.6              ANNEXES: The Annexes form an integral part of this Agreement.
                  Should any internal discrepancies or variances occur between
                  this Agreement and its Annexes, the Agreement shall take
                  precedence.

17.7              HEADINGS: The headings in this Agreement may not be used in
                  the interpretation of any provisions hereof.

17.8              USE OF NAMES: Except as expressly required pursuant to law,
                  neither Party will without prior written consent of the other:

                  (a)      Use in advertising, publicity, promotional premiums
                           or otherwise, any trade name, trademark, trade
                           device, service mark, symbol, or any abbreviation,
                           contraction or simulation thereof owned by the other
                           Party, or

                  (b)      Represent, either directly or indirectly, that any
                           product or service of one Party is a product or
                           service of the other.

17.9              LANGUAGE: The Parties have requested that this Agreement and
                  all related documents be in English.

17.10             COPIES: This Agreement is established in two (2) copies with
                  identical language: One copy for BioNumerik and one copy for
                  Sumika.


                                       14



<PAGE>



In Witness Hereof,

                the Parties hereto through their authorized representatives have
                executed this Agreement as of the date first written above.

SUMIKA FINE CHEMICALS CO., LTD.


By:       \s\ Z. WAKAYASHI
         ----------------------------------------------

Title:   Managing Director, Marketing & Sales

Date:     4/10/01
         ----------------------------------------------



BIONUMERIK PHARMACEUTICALS, INC.


By:       \s\ FREDERICK H. HAUSHEER
         ----------------------------------------------

Title:   Chairman and Chief Executive Officer

Date:     4/12/01
         ----------------------------------------------



AGREED TO SECTION 7 AND ATTESTED BY:

GRELAN PHARMACEUTICAL CO., LTD.


By:       \s\ H. KANAZAWA
         ----------------------------------------------

Title:   C.O.O. and Vice President -- Director

Date:     4/12/01
         ----------------------------------------------




                                       15






<PAGE>
                                                                    CONFIDENTIAL

                                     ANNEX 1


                                      [**]


[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.



<PAGE>

ANNEX 2         [**]


[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.



<PAGE>



ANNEX 3: SUMIKA WIRE TRANSFER INFORMATION


SUMITOMO MITSUI BANKING CORPORATION
     OSAKA HEAD OFFICE
     6-5 KITAHAMA, 4-CHOME, CHUO-KU,
     OSAKA 541-0041
     ACCOUNT NO. 2929482




<PAGE>
                                                                         ANNEX 4



[**]



[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.