EXHIBIT 10.7


                        Collaborative Research Agreement

This  agreement  dated as of  November  1, 2001  between  Pfizer Inc, a Delaware
corporation,  having a principal  place of business  at 235 E 42nd  Street,  New
York, New York 10017 and its Affiliates  ("Pfizer") and MultiCell  Technologies,
Inc.,  having a  principal  place of  business  at 55 Access  Road,  Suite  700,
Warwick, RI 02886 ("MultiCell")


                                  WITNESSETH;

Whereas, Pfizer wishes to identify hepatocyte cell lines with bile canaliculated
morphology  and function  and to identify  cell lines  predictive  of CYP enzyme
induction in humans and cell lines that approximates metabolic response of liver
to  glucocorticoids  and to  assess  the  functional  carbohydrate  metabolizing
activity of such cell lines; and

Whereas,  MultiCell has a library of hepatocyte  cell lines and the expertise to
test cell lines for morphology, function, induction and metabolic response; and

Whereas,  Pfizer wishes to engage  MultiCell to test their library of hepatocyte
cell lines for morphology, function, induction and metabolic response;

Now Therefore,  in consideration  of the promises and mutual  covenants  herein,
MultiCell and Pfizer agree as follows:

1. Definitions
   -----------

         1.1    "Affiliate"  shall mean any  corporation,  firm,  partnership or
                 ---------
                other  entity  which   directly  or  indirectly   controls,   is
                controlled  by, or is under  common  control  with either of the
                parties.

         1.2    "Compound" shall mean a compound from Pfizer's  chemical library
                 --------
                and commercially  available  compounds provided to MultiCell for
                testing in the Research Plan.

         1.3    "Contract  Period" means the period  beginning  November 1, 2001
                 ----------------
                and ending October 31, 2002.





<PAGE>

                                        2


         1.4    "MultiCell Confidential Information" shall mean all information,
                 ----------------------------------
                including,  but not  limited to  MultiCell  Materials,  which is
                disclosed by MultiCell to Pfizer and  designated  "Confidential"
                in writing by MultiCell at the time of  disclosure  to Pfizer or
                within thirty (30) days following  disclosure to the extent that
                such  information  is not (i)  known to Pfizer as of the date of
                disclosure   to  Pfizer   other   than  by  virtue  of  a  prior
                confidential  disclosure to Pfizer by MultiCell;  or (ii) is not
                disclosed in published literature,  or otherwise generally known
                to the public  through no fault of omission of Pfizer;  or (iii)
                is not obtained  from a third party free from any  obligation of
                confidentiality to MultiCell.

         1.5    "MultiCell  Material"  shall mean any materials,  including cell
                 -------------------
                lines  and/or  progeny  derived  from cell  lines,  provided  by
                MultiCell to Pfizer for testing in the Research Plan.

         1.6    "Pfizer   Confidential   Information"   means  all  information,
                 -----------------------------------
                including,  but not limited to Compounds  and Pfizer  Materials,
                which  is  disclosed  by  Pfizer  to  MultiCell  and  designated
                "Confidential' in witting by Pfizer at the time of disclosure to
                MultiCell or within thirty (30) days following disclosure to the
                extent that such information is not (i) known to MultiCell as of
                the date of  disclosure  to MultiCell  other than by virtue of a
                prior confidential disclosure to MultiCell by Pfizer; or (ii) is
                not disclosed in published  literature,  or otherwise  generally
                known to the public  through no fault or omission of  MultiCell;
                or  (iii)  is not  obtained  from a third  party  free  from any
                obligation of confidentiality to Pfizer.

         1.7    "Pfizer Material" shall mean any materials provided by Pfizer to
                 ---------------
                MultiCell for testing in the Research Plan.

         1.8    "Research  Plan"  shall mean the  written  plan  describing  the
                 --------------
                research  and  testing  of  Compounds,   Pfizer   Materials  and
                MultiCell  Materials to be carried out by MultiCell  and Pfizer.
                The  Research  Plan  is  appended  to and  made a part  of  this
                Agreement as Exhibit A.



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                                        3

         1.9    "Results" shall mean all data generated from testing  Compounds,
                 -------
                Pfizer  Materials  and  MultiCell  Materials  according  to  the
                Research Plan.


2. Collaborative Research Program
   ------------------------------

         2.1.1  Purpose.  MultiCell  and Pfizer shall  conduct the Research Plan
                -------
                throughout  the Contract  Period.  The objective of the Research
                Plan is to identify  hepatocyte  cell lines with bile canaliculi
                morphology   and  function  and  to  identify   cell  lines  for
                prediction of CYP enzyme induction in humans and cell lines that
                approximate  metabolic response of liver to glucocorticoids  and
                to assess the functional  carbohydrate  metabolizing activity of
                such cell lines.

         2.1.2  Modifications  to Research  Plan  Modifications  to the Research
                --------------------------------
                Plan  shall be  appended  to  Exhibit  A and  made  part of this
                Agreement. Any modifications to the Research Plan must be agreed
                to in writing by both parties.

         2.2    Research Committee
                ------------------

         2.2.1  Purpose. Pfizer and MultiCell each shall appoint, in their sole,
                -------
                unfettered  discretion,  members of the Research Committee,  the
                responsibility of which shall include:

                (a) the review and  evaluation  of progress  under the  Research
                    Plan;

                (b) the preparation of any amendments to the Research Plan;

                (c) the  coordination  and monitoring of publication of research
                    results  obtained from and the exchange of  information  and
                    materials that relate to the Research  Plan.  (This function
                    shall survive the termination of this Agreement).

         2.2.2  Membership.  Substitutes for Committee  members may be appointed
                ----------
                at any time. The members initially shall be:




<PAGE>

                                        4



                     Pfizer:               Jessica Mills
                     ------                Rob Poker
                                           Len Buckbinder
                                           Judy Treadway

                     MultiCell:            Ron Faris
                     ---------             Donna Trenkler
                                           Stephanie Cascio
                                           Jin Liu



         2.2.3  Chair.   The  Research   Committee   shall  be  chaired  by  two
                -----
                co-chairpersons, one appointed by Pfizer and the other appointed
                by MultiCell.

         2.2.4  Meetings.  The Research  Committee will meet at least once every
                --------
                quarter, in person, at places and on dates to be mutually agreed
                by both  parties.  Representatives  of Pfizer and  MultiCell  or
                both,  in addition to the  Research  Committee,  may attend such
                meetings at the invitation of both parties.

         2.2.5  Minutes.  The Research  Committee shall keep accurate minutes of
                -------
                its  deliberations  which  record  all  proposed  decisions  and
                actions  recommended  or  taken.  Drafts  of  minutes  shall  be
                delivered  to all  Research  Committee  members  within ten (10)
                business days after each meeting.  Draft minutes shall be edited
                by the  co-chairpersons  and shall be issued in final  form with
                their approval and agreement.

         2.2.6  Decisions.  All technical  decisions shall be made by Pfizer and
                ---------
                MultiCell, with final authority residing with Pfizer.

         2.2.7  Expenses,  Pfizer and  MultiCell  shall each bear all  expenses,
                --------
                including  reasonable  travel,  related to the  participation of
                theft   designated   members   of   the   Research    Committee,
                respectively.

         2.3    Reports and Materials.
                ---------------------

         2.3.1  Reports. During the Contract Period,  MultiCell shall furnish to
                -------
                the Research  Committee a quarterly  written report fifteen (15)
                days prior to the Research



<PAGE>
                                        5

                Committee  meeting,  describing  the progress under the Research
                Plan and discussing and evaluating the results of such work.

         2.3.2  Compounds  and Pfizer  Materials.  During the  Contract  Period,
                --------------------------------
                Pfizer shall furnish to MultiCell Compounds and Pfizer Materials
                (a) as a matter of course as described in the Research  Plan, or
                (b)  upon  MultiCell's'  written  request.  MultiCell  will  not
                elucidate  the  structures  of any Compound or Pfizer  Material,
                shall use them only for testing  under the terms and  conditions
                of this  Agreement,  shall supply to Pfizer but  otherwise  keep
                confidential   the  Results  of  any  tests  conducted  on  such
                Compounds and Pfizer  Materials,  and shall at Pfizer's election
                either  return or  destroy  any  portion of such  Compounds  and
                Pfizer Materials remaining after the conclusion of the testing.

         2.3.3  MultiCell Materials. During the Contract Period, MultiCell shall
                -------------------
                furnish to Pfizer MultiCell  Materials (a) as a matter of course
                as described in the Research Plan, or (b) upon Pfizer's  written
                request.  Pfizer shall use them only for testing under the terms
                and conditions of this Agreement,  shall supply to MultiCell but
                otherwise keep  confidential  the Results of any tests conducted
                on such MultiCell  Materials,  and shall at MultiCell's election
                either return or destroy any portion of such MultiCell Materials
                remaining after the conclusion of the testing.

         2.4    Laboratory  Facilities and Personnel.  MultiCell and Pfizer each
                ------------------------------------
                shall provide laboratory facilities, equipment and personnel, in
                each case  suitable to the need,  for  carrying out the Research
                Plan.

         2.5    Training.  MultiCell  will provide  training as described in the
                --------
                Research  Plan,  at Pfizer's sole  expense.  The training  shall
                occur on  mutually  agreeable  dates and Pfizer  will pay actual
                costs for  supplies  during the  training,  travel  and  lodging
                expenses  in  connection  with  the  training  sessions.  Pfizer
                scientists may also seek  MultiCell's  advice by phone or email,
                from time to time on specific questions.



<PAGE>
                                        6


3. Funding the Research Plan.
   -------------------------

         3.1.   In  consideration  for its  performance  of the  Research  Plan,
                Pfizer will pay  MultiCell  a total of seven  hundred and twenty
                four thousand five hundred dollars ($724,500.00) upon receipt of
                invoice from  MultiCell,  payable as follows:

                (a)  Within thirty (30) days of the execution of this Agreement,
                     a fee of four  hundred  and  seventy  seven  thousand  five
                     hundred dollars ($477,500.00).

                (b)  On  the  first  business  day  of  each  calendar  quarter,
                     starting  January 1, 2002,  a payment of sixty one thousand
                     seven  hundred  and  fifty  dollars   ($61,750.00)  against
                     MultiCell's  Invoice for such calendar  quarter for work to
                     be  performed  and costs to be  incurred  in such  calendar
                     quarter.


4. Treatment of Confidential Information
   -------------------------------------

         4.1    Confidentiality
                ---------------

         4.1.1  Pfizer and  MultiCell  each  agree that  during the term of this
                Agreement  and for  three  (3)  years  thereafter,  it will keep
                confidential,   and   will   cause   its   Affiliates   to  keep
                confidential,  all Pfizer Confidential  Information or MultiCell
                Confidential  Information and Results,  as the case may be, that
                is disclosed to it, or to any of its Affiliates pursuant to this
                Agreement.  Neither  Pfizer  nor  MultiCell  nor  any  of  their
                Affiliates  shall use such  Confidential  Information  except as
                expressly permitted in this Agreement.

         4.1.2  Pfizer  and  MultiCell  each agree  that any  disclosure  of the
                other's  Confidential  Information  to any officer,  employee or
                agent of the other  party or of any of its  Affiliates  shall be
                made  only  if and to the  extent  necessary  to  carry  out its
                responsibilities  under this  Agreement  and shall be limited to
                the   maximum    extent    possible    consistent    with   such
                responsibilities.   Pfizer  and  MultiCell  each  agree  not  to
                disclose  the  other's  Confidential  Information  to any  third
                parties under any circumstance  without written  permission from
                the other party.  Each party shall take such  action,  and shall
                cause  its  Affiliates  to take such  action,  to  preserve  the
                confidentiality of each other's  Confidential  Information as it
                would  customarily take to preserve  confidentiality  of its own
                Confidential Information.  Each party, upon the other's request,
                will return all the  Confidential  Information  disclosed to the
                other party pursuant to this Agreement, I




<PAGE>

                                        7


                including  all copies and  extracts of  documents,  within sixty
                (60) days of the request upon the  termination of this Agreement
                except  for one (1) copy  which may be kept for the  purpose  of
                complying with continuing obligations under this Agreement.

         4.1.3  Pfizer and MultiCell  each  represent that all of its employees;
                and  any   subcontractors   or   consultants   to  such   party,
                participating  in the  Research  Plan who shall  have  access to
                Pfizer  Confidential   Information  and  MultiCell  Confidential
                Information are bound by agreement to maintain such  information
                in confidence.

         4.2    Publication.   Notwithstanding   any   matter   set  forth  with
                -----------
                particularity  in  this  Agreement  to  the  contrary,   Results
                obtained in the course of this  Agreement  may be submitted  for
                publication  following scientific review and subsequent approval
                by Pfizer's management, which approval shall not be unreasonably
                withheld.  After receipt of the proposed publication by Pfizer's
                management,  written  approval or disapproval  shall be provided
                within  thirty (30) days for a manuscript  and within sixty (60)
                days for an abstract  for  presentation  at, or inclusion in the
                proceedings of a scientific meeting,  and for a transcript of an
                oral presentation to be given at a scientific meeting and within
                sixty (60) days for a transcript of an oral  presentation  to be
                given at a  scientific  meeting  in order  for  Pfizer to delete
                Pfizer Confidential Information,

         4.3    Publicity.  No press releases or other  statements in connection
                ---------
                with this  Agreement  intended  for use in the public or private
                media  shall be made by Pfizer or  MultiCell  without  the prior
                written  consent of the other party. If either party is required
                by law or governmental  regulation to describe its  relationship
                to the other, it shall promptly give the other party notice with
                a copy of any  disclosure  it  proposes  to make.  In  addition,
                neither  party shall use the other  party's  name in  connection
                with any  products,  promotion,  or  advertising  without  prior
                written permission of the other party.

         4.4    Permitted Disclosure.
                --------------------

         4.4.1  Disclosure  Required by Law.  If either  party is  requested  to
                ---------------------------
                disclose the Confidential Information in connection with a legal
                or administrative  proceeding or is otherwise required by law to
                disclose the Confidential Information,  such party will give the
                other party prompt notice of such request.  The disclosing party
                may seek an  appropriate  protective  order or other  remedy  or
                waive compliance with the provisions of this Agreement.  If such
                party seeks a protective order or other remedy, the other party



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                                        8


                will cooperate. If such party fails to obtain a protective order
                or  waive  compliance  with  the  relevant  provisions  of  this
                Agreement,  the other party will  disclose  only that portion of
                Confidential  Information which its legal counsel  determines it
                is required to disclose.


5. Intellectual  Property Rights.  The following  provisions relate to rights in
   -----------------------------
the  intellectual  property  developed by or for  MultiCell or Pfizer,  or both,
during the course of carrying out the Research Plan.

         5.1    Ownership.
                ---------

                (i)  All  MultiCell   Confidential   Information  and  MultiCell
                     Materials shall be owned by MultiCell.

                (ii) All  Pfizer  Confidential  Information,  Compounds,  Pfizer
                     Materials and Results shall be owned by Pfizer.

         5.2.   MultiCell  acknowledges  that  Pfizer will use the Results as it
                sees fit in its  research  and the  discovery,  development  and
                commercialization  of chemical and biological  products  without
                further compensation to MultiCell.

         5.3.   Pfizer acknowledges MultiCell will use the Results,  pursuant to
                the terms and  conditions of this  Agreement,  as it sees fit in
                its efforts to develop  and  commercialize  MultiCell  Materials
                without further  compensation to Pfizer,  provided such use does
                not require  disclosure of Pfizer  Confidential  Information  or
                compete  with  development  and   commercialization   of  Pfizer
                products.

6. Term, Termination and Disengagement.
   -----------------------------------

         6.1    Term.  Unless  sooner   terminated,   as  provided  below,  this
                ----
                Agreement shall expire on October 31, 2002.

         6.2    Events of  Termination.  The following  events shall  constitute
                ----------------------
                events of termination ("Events of Termination"):

                (a)  any written  representation  or warranty  by  MultiCell  or
                     Pfizer, or any of its officers, made under or in connection
                     with this  Agreement  shall prove to hare been incorrect in
                     any material respect when made;

                (b)  MultiCell or Pfizer  shall fail in any material  respect to
                     perform  or observe  any term,  covenant  or  understanding
                     contained in this Agreement or in any of the


<PAGE>
                                        9


                     other  documents  or  materials  delivered  pursuant to, or
                     concurrently  with,  this  Agreement,  and any such failure
                     shall remain  unremedied for thirty (30) days after written
                     notice to the failing party.

         6.3    Termination.
                -----------

         6.3.1  Upon the occurrence of any Event of  Termination,  the party not
                responsible  may, by notice to the other party,  terminate  this
                Agreement.

         6.3.2  Termination  of this  Agreement  for any reason shall be without
                prejudice to:

                (a)  the rights and obligations of the parties provided in those
                     Sections of the Agreement which by virtue of their term and
                     condition extend beyond any termination of this Agreement;

                (b)  any other remedies which either party may otherwise have.


7. Representations and Warranties. MultiCell and Pfizer each represents and
   ------------------------------
warrants as follows:

         7.1    It is a corporation  duly organized,  validly existing and is in
                good  standing  under the laws of Rhode  Island and the State of
                Delaware,  respectively,  is  qualified to do business and is in
                good standing as a corporation in each jurisdiction in which the
                conduct  of its  business  or the  ownership  of its  properties
                requires  such  qualification  and has all  requisite  power and
                authority,  corporate or  otherwise,  to conduct its business as
                now being  conducted,  to own,  lease and operate its properties
                and to  execute,  deliver and perform  this  Agreement,

         7.2    The execution,  delivery and performance by it of this Agreement
                have been duly authorized by all necessary  corporate action and
                do not and will not (a)  require  any consent or approval of its
                stockholders,  (b)  violate  any  provision  of any  law,  rule,
                regulations,   order,  writ,  judgment,   injunctions,   decree,
                determination award presently in effect having  applicability to
                it or any  provision  of its  certificate  of  incorporation  or
                by-laws  or (c)  result in a breach of or  constitute  a default
                under any material agreement,  mortgage,  lease, license, permit
                or other  instrument  or obligation to which it is a party or by
                which it or its properties may be bound or affected.

         7.3    This  Agreement is a legal,  valid and binding  obligation of it
                enforceable   against  it  in  accordance  with  its  terms  and
                conditions,  except as such  enforceability  may be  limited  by
                applicable bankruptcy, insolvency, moratorium, reorganization or
                similar laws, from time to time in effect,  affecting creditor's
                rights generally.


<PAGE>

                                       10

         7.4    It is not  under  any  obligation  to  any  person,  or  entity,
                contractual or otherwise, that is conflicting or inconsistent in
                any  respect  with the  terms of this  Agreement  or that  would
                impede the diligent and complete fulfillment-of its obligations.


         7.5    It has good and marketable  title to or valid leases or licenses
                for, all of its properties,  rights and assets necessary for the
                fulfillment  of its  responsibilities  under the Research  Plan,
                subject to no claim of any third party  other than any  relevant
                lessors or licensors of which it is aware.

8. Indemnification.  Pfizer and MultiCell will indemnify each other for damages,
   ---------------
settlements,  costs, legal fees and other expenses incurred in connection with a
claim by a third party (including  without  limitation by any employee of Pfizer
or  MultiCell,  as the case may be) against  either party based on any action or
omission of the indemnifying party's agents,  employees,  or officers related to
its obligations  under this  Agreement;  provided,  however,  that the foregoing
shall  not  apply  (i) to the  extent  the  claim is found to be based  upon the
negligence,   recklessness   or  willful   misconduct   of  the  party   seeking
indemnification;  or (ii) if such  party  fails to give the other  party  prompt
notice of any claim it receives and such failure materially prejudices the other
party with  respect to any claim or action to which its  obligation  pursuant to
this Section  applies.  Notwithstanding  the foregoing,  Pfizer shall  indemnify
MultiCell  with respect to any and all claims  arising from  Pfizer's use of the
Results,  to the  extent  the  claim is found to be based  upon the  negligence,
recklessness  or  willful  misconduct  of  MultiCell.  Each  party,  in its sole
discretion,  shall choose legal counsel, shall control the defense of such claim
or action and shall have the right to settle  same on such terms and  conditions
it deems advisable;  provided  however,  it shall obtain the other party's prior
consent to such part of any settlement which requires payment or other action by
the  other  party or is likely to have a  material  adverse  effect on the other
party's business.

9. Notices.  All notices shall be in writing mailed via certified  mail,  return
   -------
receipt requested, courier, or facsimile transmission addressed as follow, or to
such other address as may be designated from time to time:

               If to Pfizer:        Pfizer Global Research & Development
                                    Eastern Point Road
                                    Groton, CT 06340




<PAGE>

                                       11


                                    Attention:  Vice President Strategic
                                    Alliances--PGRD
                                    copy to: Assistant General Counsel--PGRD
               If to MultiCell:     MultiCell Technologies, Inc.
                                    55 Access Road, Suite 700
                                    Warwick, RI 02886
                                    Attention: Dr. Ron Paris
                                    Copy to: Exten Industries

         Notices shall be deemed given as of the date sent.


10.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     --------------
accordance with the laws of the State of New York.


11. Miscellaneous,
    -------------

         11.1   Binding  Effect.  This Agreement shall be binding upon and inure
                ---------------
                to the  benefit  of  the  parties  and  their  respective  legal
                representatives, successors and permitted assigns.

         11.2   Headings.  Paragraph  headings are inserted for  convenience  of
                --------
                reference only and do not form a part of this Agreement.

         11.3   Counterparts.  This Agreement may be executed  simultaneously in
                ------------
                two or more  counterparts,  each of  which  shall be  deemed  an
                original.

         11.4   Amendment.  Waiver.  This  Agreement  may be amended,  modified,
                ------------------
                superseded or canceled, and any of the terms may be waived, only
                by a written  instrument  executed by each party or, in the case
                of waiver, by the party or parties waiving compliance. The delay
                or  failure  of any  party  at any  time  or  times  to  require
                performance  of any  provisions  shall in no manner  affect  the
                rights at a later  time to  enforce  the same.  No waiver by any
                party of any condition or of the breach of any term contained in
                this Agreement,  whether by conduct, or otherwise, in any one or
                more  instances,  shall be  deemed to be,  or  considered  as, a
                further or  continuing  waiver of any such  condition  or of the
                breach of such term or any other term of this Agreement.

         11.5   No Third  Party  Beneficiaries.  No third  party  including  any
                ------------------------------
                employee of any party to this  Agreement,  shall have or acquire
                any rights by reason of this Agreement.


<PAGE>

                                       12


                Nothing   contained  in  this  Agreement   shall  be  deemed  to
                constitute  the  parties  partners  with each other or any third
                party.

         11.6   Assignment and Successors. Unless the other party first consents
                -------------------------
                in writing,  neither  party may assign this  Agreement or any of
                its  duties  under  this  Agreement,   other  that  to  (a)  and
                Affiliate;   (b)  any   successor   entity   due  to  merger  or
                consolidation;  or (c) any purchaser of all or substantially all
                of its assets.

         11.7   Force Majeure.  Neither Pfizer nor MultiCell shall be liable for
                -------------
                failure of or delay in performing  obligations set forth in this
                Agreement,  and  neither  shall  be  deemed  in  breach  of  its
                obligations,  if  such  failure  or  delay  is  due  to  natural
                disasters or any causes  reasonably beyond the control of Pfizer
                or MultiCell.

         11.8   Severability.  If any provision of this  Agreement is or becomes
                ------------
                invalid  or  is  ruled   invalid  by  any  court  of   competent
                jurisdiction or is deemed unenforceable,  it is the intention of
                the parties  that the  remainder of the  Agreement  shall not be
                affected.  IN WITNESS  WHEREOF,  the  parties  have  caused this
                Agreement   to   be   executed   by   their   duly    authorized
                representatives.

                                      PFIZER INC

                                      Vice President

                                      Title:  Strategic Alliances
                                              -------------------




                                      MultiCell Associates, Inc.

                                      By:________________________

                                      Title:  Vice President Strategic Alliances
                                              ----------------------------------



cc: Pfizer Inc, Legal Division, Groton, CT 06340






<PAGE>


                                    Exhibit A
                                    ---------

                         Collaborative Research Proposal
                         -------------------------------
                              MultiCell Associates
                                       and
                                   Pfizer Inc






<PAGE>


Part 1.  Identification of an appropriate  cell system for assessment of biliary
excretion.

Part 2.  Identification and validation of appropriate  cell lines for predictive
of CYP enzyme induction in humans.

Part 3.  To identify an  immortalized liver  cell line  and/or a standard source
and  method  for  primary  hepatocyte  culture,  that  approximates  the  normal
metabolic response of liver to glucocorticoids  (e.g. induction of gluconeogenic
enzymes).

Part 4.  To identify an appropriate  human hepatocyte cell  line for utilization
in experiments to examine basal and hormone regulated  carbohydrate and or lipid
metabolism.





<PAGE>


 MultiCell Research Proposal Part 1(J. Xu & R. Polzer, CEO)
 ---------------------------------------------------------

Aim:  Identification  of an  appropriate  cell system for  assessment of biliary
excretion.

Proposed Plan of Action:

1)  Identification  of  appropriate  cell  or  cell  line  for  bile  canaliculi
morphology and function. Goal: To identify a hepatocyte cell/cell line with bile
canaliculi morphology and function.

Preferred   Approach:   To   use   carboxydichlorofluorescein    diacetate   and
rhodamine-123  as fluorescent  probes to assess bile  canaliculi  morphology and
function.  Digital pictures of key images (both  fluorescent and phase contrast)
should be provided from all studies. Expected timeframe is 3 to 6 months.

Description.   Using  phase  contrast,   fluorescent  microscopy,  and  confocal
microscopy,  Liu et al.  Described  and  photographed  the biliary  excretion of
carboxydichlorofluorescein,  a fluorescent MRP2 probe (Liu et al., AmericanJ. of
Physiology,  Vol. 277,  Issue 1,  G12-G21,  July 1999).  Similarly,  Sai et al..
Described and photographed the biliary excretion of rhodamine-123  into the bile
canaliculi of WIF-B cells,  a polarized  liver derived cell line (Sai et al., J.
of Cell Sci., vol. 112, 4535-4545,  1999). These two publications form the basis
of the studies proposed herein.

Part I. Fixed time-point screen (performed by MultiCell  scientists at MultiCell
Associate).  Hepatocyte  monolayers  are rinsed with buffer  (e.g.,  MultiCell's
media F without phenol red). Carboxydichlorofluorescein diacetate (2 ug/ml final
is a  suggested  initial  concentration)  or  rhodamine-123  (0.5 uM  final is a
suggested  initial  concentration)  is added to this  buffer and  incubation  is
allowed at 37C for 10min. Thereafter,  the monolayers are rinsed four times with
buffer  to  remove  extracellular  probe  before  viewing/photographing  with  a
fluorescent microscope. If a cell or cell line form tight cell junction and bile
canaliculi,  a fluorescent network (as pictured by fluorescent  microscope) will
co-localize with inter-cellular bile canaliculi (as pictured by phase contrast).

Part II. Time-course  experiment (performed by MultiCell scientists at MultiCell
Associate). Hepatocyte or hepatocyte clones that passed Part I study are subject
to this time-course experiment.  The goal of this experiment is to show that the
fluorescent  network is indeed caused by probe uptake into hepatocytes  followed
by efflux into bile canalicular (as opposed to direct bile canalicular  uptake).
Basically,  hepatocytes  are  rinsed  with  buffer.  Carboxydichlorofluorescein,
diacetate or  rhodamine-123 is added to this buffer and incubation is allowed at
37C for 2 min this time.  The  monolayers  are  quickly  rinsed  four times with
buffer  to  remove  extracellular  probe.  Every 2 min  afterwards,  cells  were
viewed/photographed   with  a   fluorescent   microscope.   If  a  decrease   in
intracellular fluorescence is observed with a concomitant increase of canaliculi
fluorescence, a good cell/cell line is identified.


                                        1
<PAGE>



Expected Outcome. This study will be conducted by MultiCell Associates. For this
study,   MultiCell  scientists  will  also  optimize  culturing  conditions  for
multiwell  plate formats (either the Permanox  plastic plates or  Glass-bottomed
multiwell plate).

If one or more cell or cell lines are identified  that exhibits  functional bile
canaliculi,  Pfizer  scientists  will go to MultiCell or MultiCell  will come to
Pfizer to learn/teach the culturing and experimentation with these cells. Pfizer
will also acquire the necessary  material  (cell or cell lines,  media,  buffer,
protocol, etc.) to carry out biliary excretion studies in-house.


 Specific Aims and Timeline
 --------------------------

 1.      Set up and validate assay using shod-term primary  hepatocyte  cultures
         (human) (4-6 week.).

 2.      Expand and  screen  top 100 human  clones in  monolayer  culture  using
         carboxydichlorfluorescein and rhodamine-123. (3-4 months)

                       Project cost:      $219,000







                                       2
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 MultiCell Research Proposal Part 2 (S. de Morais & J. Mills, CEG)
 ----------------------------------------------------------------

Aim:  Identification  and validation of appropriate cell lines for predictive of
CYP enzyme induction in humans.

Proposed Plan of Action:

2)  Identification  and validation of an appropriate cell line for predictive of
CYP enzyme induction in humans.

Preferred  Approach:  To assess CYP3A4 induction in the human hepatocytes clones
and  pooled  cryopreserved  hepatocytes.  Induction  should  be  consistent  and
predictive of human in vivo.  Studies for each of the cell lines are  described.
Photographs of cell morphology should be provided in all studies.

Step 1: Quick assessment of calls for rifampin induction of CYP3A4

Human Hepatocyte  Clones.  MultiCell will culture human hepatocyte clones in the
presence of vehicle and 10 uM rifampin for 72 hours. Total RNA will be extracted
from cell lysates at MultiCell  and shipped to Pfizer.  Pfizer  scientists  will
quantitate  levels of mRNA for CYP3A4  using the  Invader(R)  assay  (Third Wave
Technologies,  www.twt.com).  A clone will be deemed  successful if the level of
CYP3A4 mRNA in the  rifampin-treated  sample is >5 fold higher than that seen in
vehicle-treated  sample. If more than one clone meets this criteria,  the clones
will be  assessed  based on 2  criteria:  1) the level of  induction  (increased
degree of induction is  preferable)  and 2) presence of other drug  metabolizing
enzyme mRNAs (i.e. CYP1 A2).

Cryopreserved  Human  Hepatocytes.  MultiCell will culture  cryopreserved  human
hepatocyte  pooled  from  multiple  donors in the  presence of vehicle and 10 uM
rifampin for 72 hours.  Assessment  of CYP3A4  activity  will be  determined  by
endpoint assay for the formation of 6-(beta)  -hydroxytestosterone  by MultiCell
scientists.  Total RNA will be  extracted  from cell  lysates at  MultiCell  and
shipped to Pfizer.  Pfizer scientists will quantitate levels mRNA for CYP3A4 and
other drug  metabolizing  enzymes using the Invader(R) assay. Data for levels of
CYP3A4 mRNA and enzyme activity  endpoint data will be compared for correlation.
This cellsystem will be deemed  acceptable if the magnitude of CYP3A4  induction
is comparable to that seen in primary human hepatocytes, based on the literature
or from a parallel study.  MultiCell will provide training to Pfizer  scientists
under the terms of the Agreement.

Step 2:  Assessment  of  induction  with a panel of inducers on those cells that
showed optimum CYP3A4 Induction with rifampin.

MultiCell  will culture cells in the presence of inducer for 72 hours (see Table
1).  Assessment of CYP3A4  activity will be determined by endpoint assay for the
formation of  6-(beta)-hydroxytestosterone by MultiCell scientists. Cell lysates
should  be  frozen  for  future  total  RNA  extractions.  When  possible,  this
experiment should be repeated using fresh primary human hepatocyte  cultures for
comparison.  This  cell  line will be  deemed  acceptable  if the rank  order of
inducers is comparable to that seen in humans, based on the


                                       3
<PAGE>


literature  or from the  parallel  study in primary  human  hepatocytes.  If the
results are  positive,  total RNA will be extracted  from frozen cell lysates at
MultiCell and shipped to Pfizer.  Pfizer  scientists will  quantitate  levels of
mRNA for CYP3A4 using the Invader(R)  assay.  Data for levels of OYP3A4 mRNA and
enzyme activity endpoint data will be compared for correlation.


        Inducer                               CYP3A4*  Conc.

   1    Reserpine                             P               10 uM
   2    Rifampicin                            P               10 uM
   3    Troglitazone                          P               10 uM
   4    Mifepristone (RU-486)                 P               10 uM
   5    Clotrimazole                          M-P             l0 uM
   6    Phenobarbital-Na                      M-P           1000 uM
   7    Dexamethasone                         M               50 uM
   8    Rifabutin                             W               10 uM
   9    Midazolam                             W-none          10 uM
   10   B-naphthotlavone                      none            10 uM
   11   Chrysin                               none            25 uM
   12    Vehicle                              none

   * expected induction: P = potent; M = moderate; W = weak



2) Validation and Optimization of the Chosen Cell System(s).

Preferred Approach: Tao assess CYP3A4 and CYP1A2 induction in the cell system(s)
chosen from the initial  studies.  Induction should be consistent and predictive
of human in vivo.  Photographs  of cell  morphology  should be  provided  in all
studies.  Expected  timeframe is 3 to 6 months.  Validation.  The cell system(s)
chosen  from the initial  set of  experiments  will be  validated  by  MultiCell
scientists  repeating the study for the panel of inducers described  previously.
This study will serve to assess  reproducibility  of results.  In addition,  the
study will involve assessment of earlier timepoints (16, 24 and/or 48 hours) and
Include CYP1A2 enzyme activity endpoint assay for some of the samples. Total RNA
will be extracted  from cell lysates at MultiCell and shipped to Pfizer.  Pfizer
scientists will quantitate levels of mRNA for CYP3A4 and other drug metabolizing
enzymes using the Invader(R) assay.

Optimization.  Pfizer  will  work  with  Nunc  (or  comparable  vendor)  for the
development of Permanox  multi-well plates.  MultiCell  scientists will optimize
culturing conditions for multiwell plate formats.



                                       4
<PAGE>



         Specific Alms and timeline for conducting experiments (1 year)

1.     Perform drug  metabolism  experiment  with  cryopreserved  individual and
       pooled human hepatocytes (6 weeks)

2.     Prepare RNA from 100 human hepatocyte cell lines that had been exposed to
       either vehicle or rifampin (3-4 months).  It is highly  recommended  that
       MCA also prepare  cryopreserved  cells from each clone that would be used
       if further studies were warranted.

3.     Perform  testosterone  assay and prepare  RNA from top 5-10 clonal  lines
       exposed to a panel of CYP3A4  inducers  using up to 10  different  clonal
       cell lines. (1-3 months)

4.     Validation and  optimization of "Induction  bioassay" using top three MCA
       clones  (Human and  porcine) (3 months)  Optimize  and  validate  culture
       conditions for multiwell plate format (3-6 months)

       Project Cost:      $275,000





                                       5
<PAGE>




 MultiCell Research Proposal Part 3 (L. Buckbinder, AI2.)
 -------------------------------------------------------

Aims:  1) To  Identify an  immortalized  liver cell line that  approximates  the
normal  metabolic  response  of  liver to  glucocorticoids  (e.g.  induction  of
gluconeogenic enzymes).

Approach  1) to identify  one or more  immortal  cell clones from the  MultiCell
hepatocyte  collection  that  meets  the  criteria  of  glucocorticoid-regulated
expression of the  gluconeogenic  enzymes TAT and PEPCK.  For the initial study,
MultiCell will culture human  hepatocyte  clones for ~18 hours in the absence or
presence of 50 and 500 nM  dexamethasone  and prepare total RNA (~5 ug). The RNA
will be transferred to Pfizer and Pfizer will test the RNA for the expression of
gluconeogenic  enzymes (e.g.  TAT  [tyrosine  amino  transferase]  and PEPCK) by
TaqMan analysis.  All/selected cell clones with Inducible  TAT/PEPCK  expression
(>8 fold) will then be  characterized  by Pfizer  Scientists for  glucocorticoid
responsiveness.  MultiCell will provide the candidate cell clones along with the
preferred  growth media (minus  glucocorticoid  source).  A clone will be deemed
successful if there is a significant and dose  responsive  increase (>8 fold) in
the  level of TAT in  response  to  glucocorticoids  addition  (e.g.  a range of
dexamethasone between 10 nM and 10 uM) and which is competed- by-the addition of
the- glucocorticoid  antagonist (RU486). -TAT enzyme activity will be-correlated
with RNA induction in follow-up assays conducted by Pfizer Scientists. Cell line
screening may occur by processing  selected subsets of clones (10-25  individual
lines)  until  one or  more  suitable  lines  is/are  identified.  Screening  of
additional  cell lines will  continue  until one or more  successful  clones are
identified  or until all  immortal  lines have been  examined or if both parties
agree that  reasonable and sufficient  effort has been extended,  Data developed
using reference compounds (e.g. cortisol,  dexamethasone,  RU486) will be shared
with MultiCell.  Sharing of data generated with Pfizer  compounds will be solely
Pfizer's  discretion.

Expected time: frame:  process and deliver specified RNA samples from 60 or more
clones each quarter.

Optional Assays and Publication: If the primary or immortal cell clones prove to
be  a  good  model  for  metabolic  responses,  we  may  extend  the  cell  line
characterization  to include expression  profiling using reference and/or Pfizer
compounds.  If this expression analysis is pursued, we will share with MultiCell
the results  obtained with reference  compounds as indicated  above.  Additional
work may include assessing if the anti-inflammatory  activity of glucocorticoids
in the chosen MultiCell clones.  For example,  we may assay for the upregulation
of cytokines,  acute phase proteins,  etc. in response to typical inducers (PMA,
IL-1, etc.).


                          Specific Aims and Timeline.

1.     MCA will  prepare and provide  5ug of RNA from 100 human  clones  treated
       with vehicle,  50 and 500 nM  dexamethasone.  (Note:  if done at the same
       time as the experiments in Project 2, then this would entail only require
       making an  additional  aliquot  of RNA from the common  vehicle  control.
       Otherwise,  it will  entail one more  sample be  prepared).  It should be
       noted that these  samples  will have been treated  with  methanol,  (this
       would be OK if we first  validate  the  methanol  vehicle  has no adverse
       effect on TAT induction in the primary hepatocytes),  the vehicle control
       for project 2 (3-6 months).

       Cost of study:     $150,000


                                       6
<PAGE>



MultiCell Research Proposal (J.L Treadway, R. K. McPherson,  and K. Landschultz,
CVMD/Diabetes)

Aim: Identification of an appropriate human hepatocyte cell line for utilization
in experiments to examine basal and hormone regulated  carbohydrate and or lipid
metabolism.

Part 1:

Goal:    To assess the functional carbohydrate metabolizing activity of the cell
         line(s) identified in Project 3.

Approach:  Up to ten (10) cell lines identified from Project #3 will be provided
by MultiCell in a suitable format and tested by Pfizer in functional assays that
will  assess  their  metabolic  activity.  The  results  will be compared to the
results of standardized  hepatocyte preparations presently used in the lab (e.g.
freshly  isolated  rat  hepatocytes  and  commercially-prepared   primary  human
hepatocytes). The following assays will be performed:

         Glucogenesis:   The   ability   of  the   cell   line(s)   to   convert
         [14C][14C]-labeled  lactic acid to [][14C]-labeled  glucose under basal
         and hormone  (e.g.  glucagon)  stimulated  conditions  will be assessed
         using a  routinely  used  assay that  involves  the  separation  of the
         substrate  from the product by mixed-bed  ion  exchange  chromatography
         (1).

         Glucose  Output:  The cell line(s) will be tested for their  ability to
         release  glucose  into the  incubation  medium  under basal and hormone
         (e.g.  glucagon)  stimulated  conditions,  using an assay that involves
         sequential  sampling  of the assay media for  determination  of glucose
         concentration (2).

         Glycogenolysis:   Basal  and   hormone   (e.g.   glucoagon)   regulated
         glycogenolysis  will be  examined in either of two ways.  One  approach
         involves  prelabelling  the cells  with  [14C]-labeled  glucose  (using
         insulin  to  stimulate  glycogenesis)  and  then  examine  the  loss of
         glycogen-associated  radioactivity after stimulation with glucagon, The
         second  approach  would be to directly  measure the  cellular  glycogen
         content in untreated and glucagon-treated cells (3).



References:

1.  Blackmore,  P.  F.,  McPherson,  R.  K.,  and  Stevenson,  R. W.  Metabolism
    42(12):1583-1587, 1993.
2.  Parker, J. C., et al. Diabetes 47:1630-1638, 1998.
3.  Martin, W. H., et al. PNAS 95:1776-1781, 1998.


    Project Cost:   $80,000.00


                                       7
<PAGE>