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                                                                    EXHIBIT 10.4



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.

                                    AGREEMENT

                                       FOR

                       MANUFACTURING AND SUPPLY OF BNP7787



               Made as of February 10, 2004 (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

                          RHODIA PHARMA SOLUTIONS INC.
                                                          ,
        a corporation duly organized and validly existing under the laws
 of Delaware, with its principal offices at 256 Prospect Plains Road, Cranbury,
           NJ 08512-7500, USA (Rhodia Pharma Solutions Inc., together
             with its subsidiary Rhodia Pharma Ltd., are hereinafter
                       collectively referred to as "RPS")

1        DEFINITIONS

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


1.1      Compound

         Shall mean the compound 2,2'-Dithio-Bis-Ethane sulfonate, disodium
         salt, also known as BNP7787 or Tavocept (TM).

1.2      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 a Party on the date of this Agreement or later developed
         by them.


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


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1.3      Party

         Shall mean BioNumerik or RPS, and when used in the plural form both
         BioNumerik and RPS.

1.4      Product(s) or Finished Dosage Form

         Shall mean any pharmaceutical composition or formulation containing the
         Compound as the pharmacologically active ingredient.

1.5      Specifications

         Shall mean the specifications for the Compound attached on Annex 2
         hereto.


2        AGREEMENT SCOPE AND MANUFACTURE AND SUPPLY OF COMPOUND

2.1

         (a) Phase 1 - Technology Transfer and Familiarization.

     Upon the signing of this Agreement by the Parties, RPS will undertake
     receipt of the technology transfer from BioNumerik and laboratory
     familiarization with the BNP7787 process as necessary to prepare the
     Compound in accordance with the Specifications, all as described in the
     Project Description (the "Project Description") attached hereto as Annex 1.
     The price for this Phase 1 material will be as described in the Project
     Description attached hereto as Annex 1 to be paid as described in Section
     2.3 hereof.

         (b) Phase 2 - Site Qualification.

     Upon successful completion of Phase 1 and following receipt of written
     authorization from BioNumerik to proceed with Phase 2, RPS will complete
     Phase 2: Site Qualification, during which RPS will prepare under current
     U.S. Food and Drug Administration ("FDA") Good Manufacturing Practices
     (cGMP) a number of [**] target batch size qualification batches in order
     to assure meeting the critical success criteria (the "Success Criteria")
     included in Annex 10 hereto. Should the first qualification batch be
     prepared under conditions deemed successful based on the Success Criteria,
     then the second batch may be eliminated and BioNumerik shall only be
     required to pay for such first batch. Should more than two batches be
     required in order to meet the Success Criteria, all batches prepared in
     excess of the first two batches will be done so at the expense of RPS
     without additional cost to BioNumerik. The price for these Phase 2 batches
     will be as described in the Project Description attached hereto as Annex 1
     to be paid as described in Section 2.3 hereof.

         (c) Phase 3 - Validation Batches.

     Upon successful completion of Phase 2, RPS will complete Phase 3:
     Validation Batches, during which RPS will prepare under cGMP three (3)
     [**].

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THE OMITTED PORTIONS.




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     batches as described in the Project Description. The price for these Phase
     3 batches will be as described in the Project Description attached hereto
     as Annex 1 to be paid as described in Section 2.3 hereof.

         (d) Phase 4 - Commercial Batches.

     Upon successful completion of Phase 3, RPS will prepare under cGMP
     commercial batches of the Compound with quantities and delivery schedule to
     be agreed between BioNumerik and RPS. The price for the commercial batches
     will be as described in the Project Description attached hereto as Annex 1.
     It is expected that if BioNumerik gives RPS [**] prior notice of a need for
     a commercial batch, RPS will do its best to fulfill the order within such
     time frame. However, RPS cannot guarantee delivery of Compound [**] prior
     notice, but in any event RPS will deliver Compound within a maximum of six
     months after notification by BioNumerik, except in the event of an
     occurrence of a Force Majeure event described in Section  9.4.

2.2      (a) All Compound shall be manufactured and delivered in accordance with
         the Compound Specifications indicated in Annex 2. These Specifications
         will be obtained from BioNumerik, or will be developed in conjunction
         and with the approval of BioNumerik. Any changes in the Specifications
         will be agreed between BioNumerik and RPS prior to scale-up or
         commencing the production. In addition, manufacturing of all Compound
         by RPS (other than Compound manufactured as part of the Phase 1 Work)
         will be conducted in compliance with relevant current U.S. Food and
         Drug Administration ("FDA") Good Manufacturing Practices ("cGMP") and
         International Conference on Harmonisation ("ICH") guidelines.

         (b) Unless otherwise already specified in the Annexes hereto, the batch
         records; specifications for raw materials, intermediates and final
         products; and analytical test methods for all materials will be
         delivered to RPS by BioNumerik subsequent to the signing of this
         Agreement or BNPI will develop in conjunction with RPS any additional
         requirements. All batch records and production documentation specific
         to the Compound must be approved in writing by BioNumerik prior to use.
         Any changes in the production flow steps, analytical methods,
         production records, test methods, Specifications, or equipment used by
         RPS will require prior written approval by BioNumerik. RPS will provide
         a Certificate of Analysis and executed batch record with each shipment
         that describes product specifications and results.

         (c) All starting material and other raw materials necessary for the
         work hereunder will be supplied by RPS without additional charge to
         BioNumerik. RPS will have back-up starting material and raw materials
         available should BioNumerik decide to proceed with an additional batch
         of Compound in the event a batch fails. If a batch fails to meet
         Specifications due to factors under the control of RPS or is rejected
         by BioNumerik or

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         RPS due to critical failure to be manufactured in accordance with cGMP,
         and BioNumerik requests RPS to manufacture an additional batch of
         Compound or reprocess the batch that is out of specification ("OOS"),
         then RPS will conduct such manufacturing or reprocess at no additional
         charge to BioNumerik and will schedule the manufacture of such
         additional batch of Compound as soon as practical (and in any event
         within 30 days of BioNumerik's request, unless the manufacture within
         such time period is prevented by catastrophic equipment failure or
         other Force Majeure event described in Section 9.4). The specifications
         of the starting materials for manufacture of the Compound are as set
         forth on Annex 3 to this Agreement.

         (d) Procedures for release of the Compound have been agreed to by
         BioNumerik and RPS and are attached on Annex 5 hereto. The procedures
         to be followed upon the occurrence of an Out of Specification (OOS) or
         Out of Trend (OOT) event are contained in the standard operating
         procedures (SOPs) for the RPS [**]. Current copies of such SOPs have
         been previously provided by RPS to BioNumerik and RPS will promptly
         provide BioNumerik with any changes to such SOPs. These procedures
         contain specific timelines for investigation of OOS and OOT events.
         Timelines to be followed for a batch failure due to circumstances other
         than OOS and OOT events are also contained in the SOPs for the RPS
         Annan, Scotland facility. RPS will retain samples of each API batch of
         Compound and samples of all solid raw materials and intermediates used
         in the manufacturing for a period of at least 5 years following
         completion of the manufacturing, provided that commodity solid raw
         materials will be maintained for a period of at least one month
         following completion of the manufacturing.

         (e) RPS shall be responsible for conducting an audit program for
         vendors (including testing facilities) utilized by RPS in connection
         with manufacturing of the Compound as required to comply with cGMP and
         ICH Guidelines (including ICH guideline Q7A). RPS will provide
         BioNumerik with a copy of RPS' audit procedures and analytical approval
         process, and any updates or amendments to such procedures and process.
         BioNumerik has the right, during any audits of RPS conducted by
         BioNumerik, to review the records for all raw material and starting
         material vendor audits conducted by RPS with respect to raw materials
         and starting materials (as defined by ICH guidelines) for the Compound.
         In addition, BioNumerik shall also have the right to review the
         qualification records (as required by cGMP) of the vendors for the
         starting materials for the Compound, provided the starting materials
         are produced under cGMP. RPS shall promptly inform BioNumerik in the
         event of a concern with the quality or manufacturing compliance with
         respect to a raw material used in the manufacture of the Compound and
         RPS will coordinate with BioNumerik to assure a prompt resolution of
         any such concern. The results of all audits that have occurred that
         relate to the materials to be used in the manufacture of the Compound
         have previously been provided to BioNumerik, and RPS will promptly
         provide to BioNumerik the results of

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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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         all such audits conducted in the future. BioNumerik and RPS agree that
         the materials listed on Annex 9 are the critical raw materials in
         connection with the manufacture of the Compound.

2.3      BioNumerik will pay RPS the payment amounts described in the Project
         Description in the following manner:

         (i)   [**]

         (ii)  [**]

         (iii) [**]

         (iv)  [**]

         (v) Notwithstanding any other provision of the Agreement or the Project
             Description, BioNumerik shall have no obligation to pay for (and
             RPS shall promptly refund to BioNumerik amounts paid to RPS for)
             any Phase 2 Compound amount, any Phase 3 Compound amount, or any
             Phase 4 Compound amount unless such Compound amount (i) is
             manufactured by RPS in compliance with current U.S. FDA Good
             Manufacturing Practices (cGMP), ICH guidelines, the manufacturing
             procedures specified herein, and in accordance with the other
             manufacturing procedures and information provided by BioNumerik to
             RPS, and (ii) is manufactured by RPS in accordance with the
             Specifications.

2.4      Except as otherwise specified above, payment for all Compound purchased
         from RPS by BioNumerik in accordance with this Agreement shall be made
         within 30 days after goods satisfying the required Specifications are
         shipped, by wire transfer in accordance with Annex 6.

2.5      RPS 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 five years thereafter, RPS shall maintain
         records of inspection and testing, lab notebooks and procedures made in
         connection with the manufacturing work conducted under this Agreement.
         In addition, RPS is in a position to either (i) prepare a Drug Master
         File (DMF) for BNP7787 for the United States, the European Union, and
         Japan, or (ii) provide BioNumerik with the necessary information so
         that the same information that would be included in the DMF can be
         included in the NDA or equivalent filing in the United States, the
         European Union, and Japan. RPS will prepare a DMF for BNP7787 upon
         request by BioNumerik and after reaching agreement with BioNumerik on
         the amount to be paid to RPS for preparing the DMF [**]. If, instead of
         requesting RPS to actually prepare a DMF, BioNumerik requests RPS to
         simply provide the information to BioNumerik for inclusion in the NDA
         or equivalent filing in the United States, the European Union, and
         Japan as described in clause (ii) of the fourth sentence of this
         paragraph, then RPS will provide such information without additional
         charge to BioNumerik.

2.6      RPS shall keep BioNumerik regularly informed of the status and progress
         of all stages of Phases 1, 2, 3, and 4, including manufacturing,
         through regular telephone or e-mail updates and through written
         summaries. During all periods that RPS is conducting any manufacturing
         for BioNumerik, RPS shall perform an annual product review, including a
         review of production history, deviations (if any), out of specification
         events, investigation programs adopted and the outcome of any
         investigations, any reprocessing conducted, ongoing stability results
         if generated at an RPS site, and site availability for the upcoming
         year. RPS shall communicate the results of its review to BioNumerik in
         writing.

2.7      RPS shall be responsible for complying with all transport regulations
         applicable to the provision of the Compound to BioNumerik in accordance
         with this Agreement.


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

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2.8      The Compound will be produced in the [**].

2.9      RPS shall promptly provide BioNumerik with written proof of any
         destruction of intermediates or API either upon reaching the expiry
         date or in the event RPS is requested by BioNumerik to destroy any such
         materials.

2.10     In the event of any disqualification of an RPS site relating to the
         manufacturing by any regulatory agency, RPS shall be responsible for
         the cost of any raw materials, intermediates or API produced up to such
         time.

3        INSPECTIONS AND CONTROLS

3.1      Subject to confidentiality obligations contained in Section 7, RPS
         agrees, without additional charge to BioNumerik, to allow inspections
         of its manufacturing facilities in which the Compound is being
         manufactured, analyzed or tested, by representatives of BioNumerik or
         its agents (including inspections by regulatory authorities) during
         normal working hours upon prior written notice to RPS, which notice
         will occur at least three days in advance of the inspection, unless not
         possible with respect to an inspection by a regulatory agency. RPS
         shall grant access to such premises and to the documentation necessary
         for or appropriate to the manufacturing and quality control of the
         Compound. During such visits, RPS shall make sure that at least one
         technical person from each of Quality Assurance, Quality Control,
         project teams, and, if reasonably possible, business
         development/coordination is present to answer questions or discuss
         matters of concern with the BioNumerik personnel conducting such audit
         or inspection.

3.2      RPS shall ensure all relevant and/or critical manufacturing, test and
         inspection equipment is maintained under a documented calibration and
         maintenance program. This includes providing equipment calibration
         certifications as required.

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

3.4      RPS shall maintain a quality control department, which is a distinct
         department separate from manufacturing. RPS quality control/quality
         assurance will perform incoming, in-process and finished product
         inspections, review records, perform line clearance inspections,
         maintain batch history records, provide batch history records for
         review and accuracy and completeness and provide product release
         services. RPS

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         will promptly inform BioNumerik of any changes in management control
         related to the work conducted hereunder.

3.5      The conditions to be maintained for the storage of API, raw materials,
         and intermediates are set forth on Annex 7.

3.6      RPS will promptly notify BioNumerik of any FDA or other material
         regulatory inspection of RPS related to the Compound, and will promptly
         provide BioNumerik with a copy of documentation relating to such
         inspection. BioNumerik shall have the right to communicate at any time
         with the FDA or any regulatory agency or body regarding such matters,
         provided any communication with the FDA regarding potential inspection
         of RPS' plants should be done in coordination with RPS. BioNumerik will
         provide appropriate support for any such inspection, including data and
         information relating to critical parameters and justification for the
         process for manufacturing the Compound.

3.7      At all times during the term of this Agreement, each of the parties
         shall carry and keep in force a general liability insurance policy, in
         support of their liability obligations to one another hereunder.[**]
         Certificate of Insurance evidencing RPS's coverage and a Certificate of
         Insurance evidencing BioNumerik's coverage are attached hereto as Annex
         8 hereto. .

4        PRODUCT WARRANTIES

4.1      RPS warrants and represents that the Compound manufactured by RPS and
         delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder
         shall conform to the Specifications (except as otherwise provided in
         Section 2.2 hereof) when delivered and, when expressly required by the
         Project Description, be manufactured in accordance with all applicable
         laws and regulations relating to the manufacture of the Compound,
         including but not limited to, current U. S. FDA Good Manufacturing
         Practices (cGMP) and ICH guidelines. RPS will maintain at least 25 to
         50 grams of the Compound from each batch produced as a retained sample.
         Such retained sample will be maintained at RPS' facility and RPS will
         store such retained sample under suitable storage conditions adequate
         for the purpose of development as specified by BioNumerik. RPS further
         represents and warrants that RPS is not aware that the manufacturing
         process for the Compound or the Product or the use of such process

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         infringes or will infringe the claims under any patent or other
         intellectual property right of RPS or any third party; RPS will
         immediately inform BioNumerik if it should become aware of any such
         infringement or potential infringement.

         EXCEPT FOR THE FOREGOING, RPS MAKES NO WARRANTY OR REPRESENTATION OF
         ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
         ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR
         MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCT, WHETHER OR NOT
         SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT,
         WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL
         PROPERTY RIGHT OF RPS OR ANY THIRD PARTY.

         Limitations. RPS'S SOLE LIABILITY AND BIONUMERIK'S EXCLUSIVE REMEDY IN
         THE CASE OF PRODUCT DELIVERED HEREUNDER TO BIONUMERIK THAT DOES NOT
         MEET PRODUCT SPECIFICATIONS SHALL BE, AT RPS'S OPTION, TO USE
         COMMERCIALLY REASONABLE EFFORTS TO REPLACE THE DEFECTIVE PRODUCT WITH
         PRODUCT THAT CONFORMS WITH THE PRODUCT SPECIFICATIONS OR TO REFUND THE
         FEES AND CHARGES PAID TO RPS FOR THE SERVICES RELATED TO SUCH
         NON-CONFORMING PRODUCT. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR
         INTENTIONAL MISCONDUCT ON THE PART OF RPS, RPS'S LIABILITY FOR ANY
         CLAIM OF BIONUMERIK RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE
         AGGREGATE FEES AND CHARGES PAID TO AND RECEIVED BY RPS FOR THE SERVICES
         PERFORMED TO WHICH ANY SUCH CLAIM RELATES. IN NO EVENT SHALL EITHER RPS
         OR BIONUMERIK BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL,
         CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS), PUNITIVE,
         INCIDENTAL OR SIMILAR DAMAGES IN ANY WAY ASSOCIATED WITH THIS
         AGREEMENT, REGARDLESS OF THE FORM OR BASIS OF ANY CLAIM OR ACTION. ALL
         CLAIMS CONCERNING PRODUCT DELIVERED TO BIONUMERIK HEREUNDER MUST BE
         MADE IN WRITING RECEIVED BY RPS WITHIN NINETY (90) DAYS AFTER THE DATE
         OF DELIVERY, FAILING WHICH CLAIM NOTICE SUCH PRODUCT SHALL BE DEEMED
         ACCEPTED BY BIONUMERIK "AS IS" AND ALL CLAIMS BY BIONUMERIK IN RELATION
         TO SUCH DELIVERED PRODUCT SHALL BE DEEMED WAIVED. NOTWITHSTANDING THE
         FOREGOING, NOTHING CONTAINED IN THIS ARTICLE 4 IS INTENDED TO LIMIT THE
         INDEMNIFICATION OBLIGATIONS OF THE PARTIES CONTAINED IN ARTICLE 9.

5        DEBARMENT CERTIFICATION

5.1      RPS warrants that it will not knowingly use in connection with the
         services rendered under this Agreement in any capacity the services of
         any person


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         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. Neither RPS 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.

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. A Party 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 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 of such receiving Party 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 binding 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


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                  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

         g)       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.

         h)       In addition to the foregoing, the existing Confidentiality
                  Agreement (the "Confidentiality Agreement), dated as of June
                  25, 2003, among BioNumerik, Baxter Oncology GmbH, and RPS
                  shall remain and continue in full force and effect after the
                  date hereof in accordance with its terms.

         All obligations under Section 7 of this Agreement shall terminate 5
         years after the termination of this Agreement.

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).

8        INTELLECTUAL PROPERTY RIGHTS

8.1      a) As used herein "Intellectual Work Product" means all inventions,
         modifications, discoveries, improvements (including, without
         limitation, process improvements and improvements in analytical
         methods), processes, techniques, documentation, scientific and
         technical data, drawings and other information (other than the RPS
         Technology) that is generated as a result of any of the manufacturing
         services and other projects performed for BioNumerik by RPS. "RPS
         Technology" means all present and future documentation, scientific and
         technical data, processes, test procedures and other information and
         techniques that are owned, developed or licensed by RPS relating to the
         development, formulation or manufacture of chemical and pharmaceutical
         substances and that are not developed hereunder or in connection with
         the manufacturing or other projects performed for BioNumerik by RPS.
         BioNumerik shall not own any of the RPS Technology. RPS will, however,
         use know-how and experience of RPS to facilitate the efficient
         manufacture of the Compound.

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         b) The parties hereto understand and agree that no rights are being
         conveyed to RPS (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,
         techniques, technology, patents, patent rights, inventions and other
         intellectual property rights that are owned, developed, or licensed by
         BioNumerik.

8.2      a) RPS acknowledges that BioNumerik shall be the sole and exclusive
         owner of all Intellectual Work Product (except the RPS Technology, as
         described above in Section 8.1). In consideration of the covenants
         contained herein, and for other good and valuable consideration set
         forth herewith, RPS hereby assigns and transfers to BioNumerik and its
         successors and assigns all right, title and interest that RPS 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 patents
         in the United States of America and all foreign countries which may be
         granted on and in connection with the Intellectual Work Product. Upon
         request by RPS, BioNumerik will meet with RPS to discuss the
         possibility of providing RPS with a non-exclusive, royalty free,
         non-sublicensable license to practice the Intellectual Work Product
         described in 8.1(a) above for the purpose of manufacturing compounds
         other than the Compound that are not similar to or related to the
         Compound [**]. BioNumerik will have no obligation to grant such a
         license and any determination to grant such a license will be made in
         the sole discretion of BioNumerik and will be based upon such
         considerations as BioNumerik deems appropriate.

         b) RPS agrees to cooperate 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, RPS 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 RPS all
         reasonable costs in relation to the production of additional papers and
         documents.

         c) In addition, for the purpose of the work conducted by RPS for the
         BNP7787 manufacturing project as described in the Project Description,
         RPS will not incorporate any of its proprietary technologies toward a
         synthesis or manufacturing process.

         d) RPS is hereby granted a worldwide, nonexclusive, royalty-free
         license to practice the Intellectual Work Product solely for the
         purpose of preparing Compound on behalf of BioNumerik in accordance
         with this Agreement and the Project Description.

         e) BioNumerik warrants and represents that the Products manufactured
         and delivered by RPS under this Agreement will be used solely by


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         BioNumerik or its designated assignees, licensees, representatives or
         alliance partners for legally permissible purposes. BioNumerik further
         represents and warrants that it has the right to disclose its
         Confidential Information to RPS, including without limitation all
         technology made available by BioNumerik to RPS for the manufacture of
         the Compound subject to and in accordance with the provisions of this
         Agreement, and that BioNumerik has the right to license such technology
         to RPS for such purpose and RPS may use it accordingly, all free and
         clear of any intellectual property or other rights of third parties,
         all subject to and in accordance with the provisions of this Agreement.

8.3      Except as specifically described 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; FORCE MAJEURE; ARBITRATION

9.1      BioNumerik will indemnify and hold harmless RPS, its affiliates, any
         present or future parent or subsidiary of them, and their respective
         officers, directors, employees, counsel, agents and affiliates (the
         "Indemnified RPS 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 and patent and trademark infringement suits regarding
         any active pharmaceutical ingredient or raw materials relating to the
         projects hereunder, including but not limited to, any bulk drug, or the
         Compound, (ii) any failure by BioNumerik to comply with any applicable
         governmental regulation (including, without limitation, any applicable
         environmental laws), (iii) the breach of any representation, warranty,
         or covenant of BioNumerik contained in this Agreement, (iv) the use by
         RPS of any raw or component material(s) supplied by BioNumerik to RPS
         or by a third party on BioNumerik's behalf, or (v) the promotion,
         marketing, distribution and sale, whether directly or through
         distributors, of BNP7787; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL
         BIONUMERIK INDEMNIFY OR HOLD HARMLESS ANY OF THE INDEMNIFIED RPS
         PARTIES IN THE EVENT RPS OR ANY INDEMNIFIED RPS PARTY, IS IN ANY WAY
         RESPONSBILE BY NEGLIGENCE OR WILLFUL ACT FOR SUCH LOSSES, LIABILITIES,
         DAMAGES, COSTS AND EXPENSES.

9.2      RPS 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 RPS contained in this Agreement, (ii) any
         failure by RPS to comply with any applicable governmental regulation
         (including, without limitation, any applicable environmental laws), or
         (iii) any product recalls or withdrawals,


<PAGE>

         personal injury, product liability or property damage relating to or
         arising from any Compound supplied by RPS under this Agreement, BUT
         ONLY TO THE EXTENT SUCH RECALLS OR WITHDRAWALS, PERSONAL INJURY,
         PRODUCT LIABILITY OR PROPERTY DAMAGE REFERRED TO WITHIN (iii) OF THIS
         PARAGRAPH IS ATTRIBUTABLE TO RPS'S BREACH OF THIS AGREEMENT, OR RPS'S
         FAILURE TO MANUFACTURE ANY PRODUCT IN CONFORMANCE WITH THE
         SPECIFICATIONS AND REQUIREMENTS SET FORTH IN THIS AGREEMENT; provided
         further that RPS will not indemnify or hold harmless Indemnified
         BioNumerik Parties for any losses arising out of BioNumerik's
         negligence.

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:

         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, cooperation and authority to permit the
         indemnifying Party to defend such action.

9.4      Force Majeure. Neither party shall be liable to the other for damages
         of any sort arising from any delay or default in such party's
         performance hereunder caused by events or conditions beyond such
         party's reasonable control and which such party is unable through the
         exercise of due diligence to prevent, including, but not limited to,
         acts of nature, government or regulatory action, war, civil commotion,
         destruction of synthesis or production facilities or materials by
         earthquake, fire, flood or storm, or public utilities ("Force
         Majeure"). Each party agrees promptly to notify the other party of any
         event of Force Majeure and to employ all reasonable efforts toward
         prompt resumption of its performance when possible. If Force Majeure
         prevents performance by one party of its obligations hereunder in whole
         or in part for more than thirty (30) days, the other party shall have
         the right to terminate any remaining Phase or Phases of the Project or
         the remainder of this Agreement upon written notice to the
         non-performing party. In no event shall Force Majeure affecting RPS
         obligate RPS to procure supplies of Product for BIONUMERIK from
         alternate suppliers, or to allocate its available manufacturing
         resources and product supplies in other than a fair and reasonable
         manner giving equal consideration to the internal manufacturing needs
         of RPS and its affiliates and to the needs of BioNumerik and RPS'
         regular customers whether or not they are then under contract.


<PAGE>

9.5      [**]

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 one year after completion of the projects described in
         the Project Description. Sections 4, 8, 9, and 13 shall survive any
         termination of this Agreement. The obligations under Section 7 of this
         Agreement shall terminate 5 years after the termination of this
         Agreement.

10.2     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,
                  reports or claims in connection with the business
                  relationships of the Parties;


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

         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.

10.3     BioNumerik may also terminate this Agreement at any time with or
         without cause upon [**] written notice to RPS, provided that, upon
         termination of this Agreement by BioNumerik without cause, BioNumerik
         will pay to RPS the price as agreed in the Project Description up to
         the costs incurred at the point of termination of the Agreement.

10.4     RPS may terminate this Agreement upon [**] written notice to
         BioNumerik if, as a result of the services performed by RPS prior to
         such termination and RPS's findings relevant thereto, RPS has
         determined that, after expending diligent efforts towards the
         manufacture of the Compound, it simply cannot make the Compound
         required for future phases of this Agreement within the Specifications
         (as defined in this Agreement), such written notice to include an
         explanation of the basis for any such decision by RPS. In the event of
         any such termination of this Agreement by RPS, BioNumerik shall only be
         responsible for the payment of fees and charges for services performed
         by RPS hereunder through the termination date specified in RPS's
         termination notice, and then only to the extent that BioNumerik is able
         to utilize the Compound resulting from such services.

11       CRITICAL INTERFACES AND NOTICES

11.1     All notices referred to herein shall be sent by prepaid registered
         mail, by recognized courier service (such as Federal Express), or by
         facsimile 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 the other Party.

         Notices and payments to RPS shall be made in accordance with the RPS
         contact information contained in the Project Description:


         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, Senior Manager
                  Chemistry & Manufacturing Operations
         Fax:     +1 210 614 9439
         Phone:   +1 210 614 1701
         e-mail: harry.kochat@bnpi.com

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

11.2     STATUS UPDATES.

         RPS shall keep BioNumerik regularly informed of the status and progress
         of all stages of the Phase 1, 2, 3, and 4 work, including
         manufacturing, through regular telephone or e-mail updates and through
         written summaries.

11.3     CONTACT PROCEDURES.

         The following individuals shall serve as initial points of contact at
         RPS and BioNumerik with respect to any questions or occurrences that
         may arise with respect to the Agreement and the work conducted
         hereunder:

         RPS CONTACTS:

         TECHNICAL MATTERS: Paul Quigley

         PAYMENT OR FINANCIAL MATTERS: Paul Ryan

         BUSINESS OR CONTRACT MATTERS: Kim Thomson (with copy to Gordon
         Jamieson)


         BIONUMERIK CONTACTS:

         TECHNICAL MATTERS:
         Dr. Harry Kochat
         Jason Sondgeroth

         PAYMENT OR FINANCIAL MATTERS:
         Steve Riebel - Vice President & Chief Financial Officer
         Michael Edwards - Controller

         BUSINESS OR CONTRACT MATTERS:
         Dr. Fred Hausheer - Chief Executive Officer
         David Margrave - Vice President, Administration & General Counsel
         Steve Riebel - Vice President & Chief Financial Officer


<PAGE>

11.4     CHANGE MANAGEMENT.

         RPS will promptly notify BioNumerik whenever there is a change in
         management or key personnel on the project for the work to be conducted
         hereunder.

11.5     Complaint Procedures: Procedures to address any complaint related to
         the manufacturing of the Compound are contained in the standard
         operating procedures (SOPs) for the RPS Annan, Scotland facility.
         Current copies of such SOPs have been previously provided by RPS to
         BioNumerik and RPS will promptly provide BioNumerik with any changes to
         such SOPs.

11.6     Responsibility for Regulatory Communications.

         (a) BioNumerik will have responsibility for initial regulatory
         communication with the FDA and other regulatory agencies regarding the
         manufacture of the Compound.

         (b) RPS will have responsibility for providing back-up assistance and
         support as requested by BioNumerik in connection with communications
         with the FDA and other regulatory agencies regarding the manufacture of
         the Compound. In addition, RPS will have responsibility for regulatory
         communication with the FDA and other regulatory agencies (following
         coordination with BioNumerik) with respect to the process of RPS'
         manufacture of the Compound up to the point that the manufactured
         Compound is delivered to the U.S. main port for further shipment as
         designated by BioNumerik.

12       ASSIGNMENT

12.1     This Agreement is deemed personal to BioNumerik and RPS. 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. 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 business
         or 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.

13       MISCELLANEOUS

13.1     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


<PAGE>

         term, provision, covenant or condition hereof be taken or held to be a
         waiver of any subsequent breach hereof or as nullifying the
         effectiveness of such term, provision, covenant or condition.

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

13.3     ENTIRE AGREEMENT: This Agreement and its annexes (including, without
         limitation, the Project Description) 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.

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

13.5     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.

13.6     ANNEXES: The Annexes form an integral part of this Agreement. Should
         any internal discrepancies or variances occur between this Agreement
         and its Annexes (including the Project Description), this Agreement
         shall take precedence.

13.7     GOVERNING LAW: 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. 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 THAT ARISES OUT OF OR
         RELATES TO THIS AGREEMENT.

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

13.9     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.

<PAGE>

In Witness Hereof,

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


RHODIA PHARMA SOLUTIONS INC.,
on behalf of itself and its subsidiary, Rhodia Pharma Ltd.


By:      /s/ [ILLEGIBLE]

Title:   President

Date:    February 23, 2004



BIONUMERIK PHARMACEUTICALS, INC.


By:      /s/ FREDERICK H. HAUSHEER

Title:   Chief Executive Officer

Date:    effective as of February 10, 2004



<PAGE>

ANNEXES


Annex 1:          [**]

Annex 2:          [**]

Annex 3:          [**]

Annex 4:          [**]

Annex 5:          [**]

Annex 6:          RPS Wire Transfer Information

Annex 7:          [**]

Annex 8:          [**]

Annex 9:          [**]

Annex 10:         [**]



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

ANNEX 6: RPS WIRE TRANSFER INFORMATION


               HSBC
               Newcastle upon Tyne City Branch
               Account Number: 37450236  (605-480771-130)
               IBAN CODE: GB48 MIDL 4005 1537 4502 36
               Swift Code: MIDLGB22