<PAGE>

Exhibit 10.26                               ***TEXT OMITTED AND FILED SEPARATELY
                                            CONFIDENTIAL TREATMENT REQUESTED
                                            UNDER 17 C.F.R. SECTIONS
                                            200.80(B)(4), 200.83 AND 240.24B-2


            SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING AGREEMENT


                       ELAN PHARMA INTERNATIONAL LIMITED



                       ELAN INTERNATIONAL SERVICES, LTD.



                                      AND



                        SHEFFIELD PHARMACEUTICALS, INC.



                                      AND



                             SHEFFIELD NEWCO, LTD.
<PAGE>

                                     INDEX


CLAUSE 1         DEFINITIONS

CLAUSE 2         NEWCO'S BUSINESS

CLAUSE 3         REPRESENTATIONS AND WARRANTIES

CLAUSE 4         AUTHORIZATION AND CLOSING

CLAUSE 5         DIRECTORS; MANAGEMENT AND R&D COMMITTEES

CLAUSE 6         THE BUSINESS PLAN AND REVIEWS

CLAUSE 7         RESEARCH AND DEVELOPMENT

CLAUSE 8         COMMERCIALIZATION

CLAUSE 9         SUBLICENSE AND ASSIGNMENT RIGHTS

CLAUSE 10        OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS/NONCOMPETITION

CLAUSE 11        INTELLECTUAL PROPERTY RIGHTS

CLAUSE 12        CROSS LICENSING/EXPLOITATION OF PRODUCTS OUTSIDE FIELD

CLAUSE 13        REGULATORY

CLAUSE 14        MANUFACTURING

CLAUSE 15        TECHNICAL SERVICES AND ASSISTANCE

CLAUSE 16        AUDITORS, BANKERS, REGISTERED OFFICE, ACCOUNTING REFERENCE
                 DATE; SECRETARY; COUNSEL

CLAUSE 17        TRANSFER OF SHARES; RIGHTS OF FIRST OFFER; TAG ALONG RIGHTS

CLAUSE 18        MATTERS REQUIRING PARTICIPANTS' APPROVAL
<PAGE>

CLAUSE 19        DISPUTES

CLAUSE 20        TERMINATION

CLAUSE 21        SHARE RIGHTS

CLAUSE 22        CONFIDENTIALITY

CLAUSE 23        COSTS

CLAUSE 24        GENERAL

                                      iii
<PAGE>

THIS SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING AGREEMENT made this 18th day
of October, 1999

BETWEEN:

(1)  ELAN PHARMA INTERNATIONAL LIMITED, a public limited company incorporated
     under the laws of Ireland, and having its registered office at WIL House,
     Shannon Business Park, Shannon, County Clare, Ireland ("EPIL")

(2)  ELAN INTERNATIONAL SERVICES, LTD., a private limited company incorporated
     under the laws of Bermuda, and having its registered office at Clarendon
     House, 2 Church St., Hamilton, Bermuda ("EIS");

(3)  SHEFFIELD PHARMACEUTICALS, INC. a corporation duly incorporated and validly
     existing under the laws of Delaware and having its principal place of
     business at 425 South Woodsmill Road, Suite 270, St. Louis, MO 63017,
     United States of America; and

(4)  SHEFFIELD NEWCO, LTD., a private limited company incorporated under the
     laws of Bermuda, and having its registered office at Clarendon House, 2
     Church St., Hamilton, Bermuda ("Newco").


RECITALS:

A.   Newco desires to issue and sell to the Stockholders (as defined below), and
     the Stockholders desire to purchase from Newco, for aggregate consideration
     of $7,500,000 apportioned between them as set forth herein, 12,000 ordinary
     shares of Newco's common stock, par value $1.00 per share (the "Common
     Stock"), allocated to Sheffield. Additionally, Newco desires to issue and
     sell to the Stockholders, and the Stockholders desire to purchase from
     Newco, for aggregate consideration of $7,500,000, apportioned between them
     as set forth herein, 12,000 shares of Newco's preferred stock, par value
     $1.00 per share (the "Preferred Stock"), allocated 7,224 shares to
     Sheffield for aggregate consideration of $4,515,000 and 4,776 shares to EIS
     for aggregate consideration of $2,985,000.

B.   As of the date hereof, EPIL has entered into a license agreement with
     Newco, and Sheffield has entered into a license agreement with Newco, in
     connection with the license to Newco of the Elan Intellectual Property and
     the Sheffield Intellectual Property, respectively (each as defined below).

C.   Elan and Sheffield have agreed to co-operate in the research, development
     and commercialization of the Products (as defined below) based on their
     respective technologies.
<PAGE>

D.   Elan and Sheffield have agreed to enter into this Agreement for the purpose
     of recording the terms and conditions regulating their relationship with
     each other, with respect to the Licensed Technologies and with Newco.


NOW IT IS HEREBY AGREED AS FOLLOWS:

                                   CLAUSE 1

                                  DEFINITIONS

1.1  In this Agreement, the following terms shall, where not inconsistent with
     the context, have the following meanings respectively. "Affiliate" shall
     mean any corporation or entity controlling, controlled or under the common
     control of Elan or Sheffield, as the case may be. For the purpose of this
     definition, "control" shall mean direct or indirect ownership of fifty
     percent (50%) or more of the stock or shares entitled to vote for the
     election of directors. Newco is not an Affiliate of Elan or EIS.

     "Agreement" shall mean this agreement (which expression shall be deemed to
     include the Recitals and the Schedules hereto).

     "Board" shall mean the board of directors of Newco.

     "Business" shall mean the business specified in the Business Plan.

     "Business Plan" shall mean the business plan and program of development to
     be agreed by Elan and Sheffield pursuant to Clause 6 that shall contain,
     among other things, to the extent practicable, the research and development
     objectives, desired Product specifications, clinical indications,
     preliminary clinical trial designs (Phase I/II), development timelines,
     budgeted costs and the relative responsibilities of Sheffield and Elan as
     it relates to the implementation of the R&D Plan.

     "Certificate of Designations" shall mean that certain certificate of
     designations, preferences and rights of the Series D Preferred Stock issued
     on the Closing Date.

     "Closing Date" shall mean the date upon which the Transaction Documents are
     executed and delivered by the Parties and the transactions effected thereby
     are closed.

     "Combined Fields" shall mean Field A, Field B and Field C.

     "Common Stock Equivalents" shall mean any options, warrants, rights or any
     other securities convertible, exercisable or exchangeable, in whole or in
     part, for or into Common Stock.

                                      -2-
<PAGE>

     "Compounds" shall mean the Field A Compound, the Field B Compound and/or
     the Field C Compound.

     "Directors" shall mean, at any time, the directors of Newco.

     "Dividend Notes" shall mean promissory notes issued by Sheffield to holders
     of Series D Preferred Stock as payment for dividends pursuant to the
     Certificate of Designations.

     "EIS Director" has the meaning set forth in Clause 5.

     "Elan" shall mean EPIL and Affiliates and includes EIS and subsidiaries of
     Elan Corporation, Plc. within the division of Elan Corporation, Plc.
     carrying on business as Elan Pharmaceutical Technologies but shall not
     include Affiliates and subsidiaries (present or future) of Elan Corporation
     Plc within the division of Elan Corporation, Plc carrying on business as
     Elan Pharmaceuticals which incorporates, inter alia, Targon Corporation,
     Athena Neurosciences, Inc., Elan Pharmaceuticals, Inc., Elan Diagnostics,
     Carnrick Laboratories, and Elan Europe Limited. "Elan Improvements" shall
     mean improvements relating to the Elan Patents and/or the Elan Know-How,
     developed (i) by Elan whether or not pursuant to the Project, (ii) by Newco
     or Sheffield or by a third party (under contract with Newco) whether or not
     pursuant to the Project, and/or (iii) jointly by any combination of Elan,
     Sheffield or Newco pursuant to the Project, except as limited by agreements
     with third Parties. Subject to third party agreements, Elan Improvements
     shall constitute part of Elan Intellectual Property and be included in the
     license of the Elan Intellectual Property pursuant to Clause 2.1 of the
     Elan License Agreement solely for the purposes set forth therein. If the
     inclusion of an Elan Improvement in the license of Elan Intellectual
     Property is restricted or limited by a third party agreement, Elan shall
     use reasonable commercial efforts to minimize any such restriction or
     limitation.

     "Elan Intellectual Property" shall mean the Elan Know-How, the Elan Patents
     and the Elan Improvements. For the avoidance of doubt, Elan Intellectual
     Property shall exclude (i) Elan's patent rights and know-how relating to
     protein or peptide agents or peptodomimetics, derivatives or analogs
     thereof, designed to target a pharmaceutically active agent to a certain
     site or sites in the body (targeting technology) and (ii) inventions,
     patents and know-how owned, licensed or controlled by Axogen Limited and
     Neuralab Limited, and by all Affiliates and subsidiaries (present or
     future) of Elan Corporation, Plc. carrying on business as Elan
     Pharmaceuticals which incorporates, inter alia, Targon Corporation, Athena
     Neurosciences, Inc., Elan Pharmaceuticals, Inc., Elan Diagnostics, Carnrick
     Laboratories, and Elan Europe Limited.

     "Elan Know-How" shall mean any and all rights owned, licensed or controlled
     by Elan to any discovery, invention (whether patentable or not), know-how,
     substances, data, techniques, processes, systems, formulations and designs
     relating to Nanocrystal(TM) Technology.

                                      -3-
<PAGE>

     "Elan License Agreement" shall mean the license agreement between Elan and
     Newco, of even date herewith, attached hereto in Schedule 1.

     "Elan Patents" shall mean any and all rights under any and all patents
     applications and/or patents, now existing, currently pending or hereafter
     filed or obtained by Elan relating to Nanocrystal(TM) Technology as set
     forth in Schedule 1 of the Elan License Agreement, and any foreign
     counterparts thereof and all divisionals, continuations, continuations-in-
     part, any foreign counterparts thereof and all patents issuing on, any of
     the foregoing, together with all registrations, reissues, re-examinations
     or extensions thereof.

     "Encumbrance" shall mean any liens, charges, encumbrances, equities,
     claims, options, proxies, pledges, security interests, or other similar
     rights of any nature.

     "EPIL Patents" shall mean the Elan Patents owned by EPIL.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exchange Note" shall mean promissory notes issued by Sheffield to holders
     of the Series D Preferred Stock in exchange for share of Series D Preferred
     Stock pursuant to the Certificate of Designations.

     "Exchange Right" shall mean the Equity Exchange Right (as such term is
     defined in the Certificate of Designations in effect on the date hereof.)

     "Field A" shall mean the topical pulmonary delivery of Formulations of the
     Field A Compound by means of the Field A Device.

     "Field B" shall mean the topical pulmonary delivery of Formulations of the
     Field B Compound by means of the Field B Device.

     "Field C" shall mean the topical pulmonary delivery of Formulations of the
     Field C Compound by means of the Field C Device.

     "Field A Device" shall mean a third party table top unit dose nebulizer
     having a reservoir capable of holding a unit dose (a device and a
     compressor to nebulize a unit dose shall be deemed a device), which is a
     device having any one the following characteristics:

     (i)    [REDACTED]

     (ii)   [REDACTED]

     (iii)  [REDACTED]

                                      -4-
<PAGE>

     (iv)  [REDACTED]

     (v)   [REDACTED]

     For the avoidance of doubt, Field A Device does not include [REDACTED]
     "Field B Device" shall mean the Aerosol Drug Delivery System ("ADDS"),
     owned by Systemic Pulmonary Delivery Limited and exclusively licensed to
     Sheffield for topical pulmonary applications.

     "Field C Device" shall mean the handheld multi-dose nebulizer ("MSI") which
     was licensed exclusively by Siemens to Sheffield pursuant to the Siemens
     Agreements and which was subsequently sub-licensed by Sheffield to Zambon
     (on an exclusive basis for delivery of various medicines for humans in
     treating respiratory disease and/or other lung diseases including, but not
     limited to, anti-infectives) provided that Newco, through the Management
     Committee, is successful in obtaining a sub-license from Zambon to Newco
     enabling the development and use of the Field C Compounds for use with a
     Field C Device, as described in more detail in Clause 2.2 of the Elan
     License.

     "Field A Compound" shall mean [REDACTED.]

     "Field B Compound" shall mean [REDACTED] for therapeutic use to be
     nominated by the Management Committee pursuant to Clause 2.3, and with
     reference to Clause 2.3, any Substitute Field B Compound.

     "Field C Compound" shall mean [REDACTED] and with reference to Clause 2.4,
     any Substitute Field C Compound and/or any Additional Field C Compound".

     "Field A Products" shall mean Formulations of the Field A Compound
     delivered by means of any Field A Device in Field A.

     "Field B Products" shall mean Formulations of the Field B Compound
     delivered by means of the Field B Device in Field B.

     "Field C Products" shall mean Formulations of the Field C Compound
     delivered by means of the Field C Device in Field C.

     "Financial Year" shall mean each year commencing on January 1 (or in the
     case of the first Financial Year, the date hereof) and expiring on December
     31 of each year.

     "Formulations" shall mean Nanocrystal(TM) Technology formulations of
     Compounds for use in Field A, Field B or Field C, as applicable.

                                      -5-
<PAGE>

     "Fully Diluted Common Stock" shall mean all of the issued and outstanding
     Common Stock, assuming the conversion, exercise or exchange of all
     outstanding Common Stock Equivalents.

     "Funding Agreement" shall mean the Funding Agreement, dated as of the date
     hereof, between EIS and Sheffield.

     "License Agreements" shall mean the Elan License Agreement and the
     Sheffield License Agreement.

     "Licensed Technologies" shall mean, collectively, the Elan Intellectual
     Property and the Sheffield Intellectual Property.

     "Nanocrystal(TM) Technology" shall mean the Elan proprietary technology
     directed to nanoparticulate formulations of compounds used in the
     manufacturing and/or formulation process, and methods of making the same.

     "Newco By-Laws" shall mean the By-Laws of Newco.

     "Newco Intellectual Property" shall mean all rights to patents, know-how
     and other intellectual property arising out of the conduct of the Project
     by any person, including any technology acquired by Newco from a third
     party, that does not constitute Elan Intellectual Property or Sheffield
     Intellectual Property.

     "Newco Patents" shall mean any and all patents now existing, currently
     pending or hereafter filed or obtained relating to the Newco Intellectual
     Property, and any foreign counterparts thereof and all divisionals,
     continuations, continuations-in-part, any foreign counterparts thereof and
     all patents issuing on, any of the foregoing, together with all
     registrations, reissues, re-examinations or extensions thereof.

     "Participant" shall mean Sheffield or Elan, as the case may be, and
     "Participants" shall mean both Sheffield and Elan together as the context
     requires.

     "Party" shall mean Elan, Sheffield, or Newco, as the case may be, and
     "Parties" shall mean all three together.

     "Permitted Transferee" shall mean any Affiliate or subsidiary of Elan, EIS
     or Sheffield, to whom this Agreement may be assigned, in whole or in part,
     pursuant to the terms hereof or in the case of Elan/EIS, a special purpose
     financing entity created by Elan or EIS provided such are not competitors
     of Sheffield.

     "Person" shall mean an individual, partnership, corporation, limited
     liability company, business trust, joint stock company, trust,
     unincorporated association, joint venture, governmental entity or authority
     or other entity of whatever nature.

                                      -6-
<PAGE>

     "Products" shall mean the Field A Products, the Field B Products and/or the
     Field C Products.

     "Project" shall mean all activities as undertaken by or on behalf of Newco
     in order to develop the Products.

     "Registration Rights Agreements" shall mean the Registration Rights
     Agreements of even date herewith relating to the common shares and the
     common stock of Newco and Sheffield, respectively.

     "Regulatory Application" shall mean any regulatory application or any other
     application for marketing approval for a Product, which Newco will file in
     any country of the Territory, including any supplements or amendments
     thereto.

     "Regulatory Approval" shall mean the final approval to market a Product in
     any country of the Territory, and any other approval which is required to
     launch the Product in the normal course of business.

     "Research and Development Term" shall refer to the period of time from the
     date hereof until the third anniversary of the date hereof.

     "RHA" shall mean any relevant government health authority (or successor
     agency thereof) in any country of the Territory whose approval is necessary
     to market a Product in the relevant country of the Territory.

     "R&D Program" shall mean any research and development program commenced by
     Newco pursuant to the Project.

     "R&D Plan" shall mean the program of work, including the budget, agreed by
     the Management Committee as part of the Business Plan that relates to the
     formulation, biopharmaceutical and clinical development of the Products and
     such further research and development work as may be agreed by the
     Management Committee from time to time.

     "Securities Act" shall mean the United States Securities Act of 1933, as
     amended.

     "Series D Preferred Stock" shall mean the Series D Cumulative Convertible
     Exchangeable Preferred Stock, par value $.01 per share, of Sheffield.

     "Shares" shall mean the shares of Common Stock and the shares of Preferred
     Stock issued or issuable (directly or upon conversion) to the Participants
     pursuant to this Agreement or the Newco Bye-Laws.

     "Sheffield" shall mean Sheffield Pharmaceuticals, Inc and its Affiliates.

     "Sheffield Devices" shall mean the Field B Device and the Field C Device.

                                      -7-
<PAGE>

         "Sheffield Directors" has the meaning set forth in Clause 5.

         "Sheffield Improvements" shall mean improvements relating to the
         Sheffield Patents and/or the Sheffield Know-How, developed (i) by
         Sheffield whether or not pursuant to the Project, (ii) by Newco or Elan
         or by a third party (under contract with Newco) whether or not pursuant
         to the Project, and/or (iii) jointly by any combination of Sheffield,
         Elan or Newco pursuant to the Project, except as limited by agreements
         with third Parties.

         Subject to third party agreements, Sheffield Improvements shall
         constitute part of Sheffield Intellectual Property and be included in
         the license of the Sheffield Intellectual Property pursuant to Clause
         2.1 of the Sheffield License solely for the purposes set forth therein.
         If the inclusion of a Sheffield Improvement in the license of Sheffield
         Intellectual Property is restricted or limited by a third party
         agreement, Sheffield shall use reasonable commercial efforts to
         minimize any such restriction or limitation.

         "Sheffield Intellectual Property" shall mean the Sheffield Know-How,
         the Sheffield Patents and the Sheffield Improvements.

         "Sheffield Know-How" shall mean any and all rights owned, licensed or
         controlled by Sheffield to any discovery, invention (whether patentable
         or not), know-how, substances, data, techniques, processes, systems,
         formulations and designs relating exclusively to the Sheffield Devices.

         "Sheffield License Agreement" shall mean the license agreement between
         Sheffield and Newco, of even date herewith, attached hereto in Schedule
         2.

         "Sheffield Patents" shall mean any and all rights under any and all
         patents applications and/or patents, now existing, currently pending or
         hereafter filed or obtained by Sheffield relating to the Sheffield
         Devices and all divisionals, continuations, continuations-in-part, any
         foreign counterparts thereof and all patents issuing on, any of the
         foregoing, together with all registrations, reissues, re-examinations
         or extensions thereof.

         "Sheffield Securities Purchase Agreement" shall mean that certain
         Securities Purchase Agreement, of even date herewith, by and between
         Sheffield and EIS.

         "Siemens" shall mean Siemens Aktiengesellschaft.

         "Siemens Agreements" shall mean the License Agreement (as amended)
         dated 21 March 1997 and the Basic Supply Agreement dated 21 March 1997,
         both between Sheffield Medical Technologies Inc. and Siemens
         Aktiengesellschaft.

         "Stockholder" shall mean any of EIS, Sheffield, any Permitted
         Transferee or any other Person who subsequently becomes bound by this
         Agreement as a holder of the Shares, and

         "Stockholders" shall mean all of the Stockholders together.

                                      -8-
<PAGE>

         "Subsidiary" shall mean any company that is a subsidiary of Newco
         within the meaning of applicable laws.

         "Technological Competitor of Elan" shall mean a company, corporation or
         person listed in Schedule 3 and successors thereof or any additional
         broad-based technological competitor of Elan added to such Schedule 3
         from time to time upon mutual agreement of the Parties

         "Technological Competitor of Sheffield" shall mean a company,
         corporation or person listed in Schedule 4 and successors thereof or
         any additional broad-based technological competitor of Sheffield added
         to such Schedule 4 from time to time upon mutual agreement of the
         Parties.

         "Term" shall mean the term of this Agreement.

         "Territory" shall mean all of the countries of the world.

         "Transaction Documents" shall mean this Agreement, the Funding
         Agreement, the Elan License Agreement, the Sheffield License Agreement,
         the Sheffield Securities Purchase Agreement, the Exchange Notes, the
         Dividend Notes, the Registration Rights Agreements, the Certificate of
         Designations and associated documentation of even date herewith, by and
         between Sheffield, Elan, EIS and Newco, as applicable.

         "United States Dollar" and "US$" and "$" shall mean the lawful currency
         of the United States of America.

         "Zambon" shall mean Inpharzam International, S.A..

         "Zambon Agreement" shall mean the agreement dated June 15, 1998 between
         Sheffield and Zambon.

1.2      In addition, the following definitions have the meanings in the Clauses
         corresponding thereto, as set forth below.

         Definition                           Clause

         "AAA"                                20.6
         "Buyout Option"                      20.4
         "Closing"                            4.3
         "Common Stock"                       Recital
         "Confidential Information"           22.1
         "Co-sale Notice"                     17.4
         "Expert"                             19.3
         "Management Committee"               5.2.1
         "Notice of Exercise"                 17.3
         "Notice of Intention"                17.3

                                      -9-
<PAGE>

         "Offered Shares"                     17.3
         "Offer Price"                        17.3
         "Preferred Stock"                    Recital
         "Proposing Participant"              20.4
         "Proposing Participant Price"        20.6
         "Purchase Price"                     20.6
         "R&D Committee"                      5.2.3
         "Recipient Participant"              20.4
         "Recipient Participant Price"        20.6
         "Remaining Stockholders"             17.4
         "Relevant Event"                     20.2
         "Selling Stockholder"                17.3
         "Tag-Along Right"                    17.4
         "Transaction Proposal"               17.3
         "Transfer"                           17.1
         "Transferee Terms"                   17.4
         "Transferring Stockholder"           17.4

1.3      Words importing the singular shall include the plural and vice versa.

1.4      Unless the context otherwise requires, reference to a recital, article,
         paragraph, provision, clause or schedule is to a recital, article,
         paragraph, provision, clause or schedule of or to this Agreement.

1.5      Reference to a statute or statutory provision includes a reference to
         it as from time to time amended, extended or re-enacted.

1.6      The headings in this Agreement are inserted for convenience only and do
         not affect its construction.

1.7      Unless the context or subject otherwise requires, references to words
         in one gender include references to the other genders.

1.8      Capitalized  terms used but not defined  herein shall have the meanings
         ascribed in the Transaction Documents, if defined therein.

                                    CLAUSE 2

                                    BUSINESS

2.1      This Agreement shall regulate the business of the development, testing,
         registration, manufacture, commercialization and licensing of Products
         in the Territory and to achieve the other objectives set out in this
         Agreement. The focus of the Business will be to develop the Products in
         the Combined Fields (subject to the provisions outlined in Clause 2.3
         and Clause 2.4 of this

                                      -10-
<PAGE>

         Agreement and Clause 1 of the Funding Agreement) using the Elan
         Intellectual Property, the Sheffield Intellectual Property and the
         Newco Intellectual Property to agreed upon specifications and
         timelines.

2.2      The central management and control of Newco shall be exercised in
         Bermuda and shall be vested in the Directors and such Persons as they
         may delegate the exercise of their powers in accordance with the Newco
         By-Laws. The Stockholders shall use their best endeavors to ensure that
         to the extent required pursuant to the laws of Bermuda, and to ensure
         the sole residence of Newco in Bermuda, all meetings of the Directors
         are held in Bermuda or other jurisdictions outside the United States
         and generally to ensure that Newco is treated as resident for taxation
         purposes in Bermuda.

2.3      Nomination procedures in Field B

         The Management Committee shall nominate the Field B Compound as soon as
         practicable following the Effective Date provided that the Management
         Committee shall in no circumstances be entitled to nominate [REDACTED]
         as the Field B Compound without the prior consent in writing of Elan.
         Upon nomination of the Field B Compound, the R&D Committee shall carry
         out, or have carried out on its behalf by a third party agreed by the
         R&D Committee, a feasibility study ("Field B Feasibility Study") to
         determine the feasibility of the Field B Compound initially nominated
         for an R&D Program in Field B.

         Subject to Clause 6.3 and Clause 1 of the Funding Agreement, if the
         Management Committee is satisfied with the results of the Field B
         Feasibility Study, the Management Committee will consider whether and
         when Newco will commence an R&D Program in Field B with such Field B
         Compound having regard to the other R&D Programs being undertaken by
         Newco and the personnel resources and funding which Newco has allocated
         thereto. If the Management Committee determines that such Field B
         Compound represents a more valuable opportunity for Newco than Field A,
         the

                                      -11-
<PAGE>

         Management Committee, to the extent necessary, will re-prioritize any
         R&D Program(s) already commenced in Field A or proposed to be commenced
         by Newco in such Field.

         If the Management Committee is not satisfied with the results of the
         Field B Feasibility Study, no R&D Program will be commenced by Newco in
         respect of such Field B Compound and the Management Committee will
         nominate a substitute [REDACTED] for therapeutic use in Field B (the
         "Substitute Field B Compound") (provided that the Management Committee
         shall in no circumstances be entitled to nominate [REDACTED] as the
         Field B Compound without the prior consent in writing of Elan) which
         will be subject to a new Field B Feasibility Study and all other
         applicable provisions of this Clause 2.3.

         Prior to Newco commencing any R&D Program in Field B with the Field B
         Compound, or the Substitute Field B Compound, the Parties shall
         negotiate in good faith such amendments as are required to the Licenses
         and/or the Development Agreement, such as amending the provisions
         regulating non-competition.

         The Management Committee shall not be entitled to nominate more than
         one Substitute Field B Compound hereunder.

         With reference to Clause 6.3 and Clause 1 of the Funding Agreement, in
         the event that either Elan or Sheffield determines not to fund any
         amounts required for an R&D Program in Field B, but the other Party
         desires to fund such R&D Program in Field B, the Party desiring to
         continue such funding shall be entitled to enter into an agreement with
         Newco to obtain the relevant R&D Program in Field B from Newco and to
         enter into any necessary license agreements with Newco which will be
         negotiated in good faith with Newco and based on the then current fair
         market value of such R&D Program in Field B and other customary terms.

2.4      Nomination procedures in Field C

         As provided in Clause 2.2 of the Elan License Agreement, on the date
         which is [REDACTED] days following the Effective Date, or such extended
         date as may be agreed in writing by Elan and Newco, Elan shall, at its
         sole discretion, be entitled forthwith to terminate the license to
         Newco described in Clause 2.1.3 of the Elan License, upon notice in
         writing to Newco, in the event that Newco has not, prior to such date,
         executed a written sub-license with Zambon for the development by Newco
         of the Field C Formulation in Field C.

         Prior to the execution by Newco of the written sub-license with Zambon,
         as described herein, within the period specified herein, the Management
         Committee will consider whether and when Newco will commence an R&D
         Program in Field C having regard to the other R&D Programs being
         undertaken by Newco and the personnel resources which Newco has
         allocated thereto and the funding available from Zambon for such
         proposed R&D Program.

         If Newco commences an R&D Program in Field C with the Field C Compound
         under this Clause 2.4 and such R&D Program is subsequently terminated
         by the Management Committee within one year of commencement because the
         Field C Compound cannot be

                                      -12-
<PAGE>

         formulated in a manner suitable for delivery with the Field C Device,
         the Management Committee will consider the nomination of a substitute
         [REDACTED] in Field C (the "Substitute Field C Compound").

         After a period of 1 year following the later of the commencement date
         of the R&D Program commenced by Newco for the Field C Compound or the
         Substitute Field C Compound, on a semi-annual basis, the Management
         Committee will consider whether it should nominate and consider one
         additional [REDACTED] in Field C ("Additional Field C Compound") for an
         one additional R&D Program in Field C having regard to the other R&D
         Programs being undertaken by Newco and the personnel resources and
         funding which Newco has allocated thereto and the funding available
         from Zambon for such an additional R&D Program.

         Prior to Newco commencing any R&D Program in Field C with a Substitute
         Field C Compound or with an Additional Field C Compound, the Parties
         shall negotiate in good faith such amendments as are required to the
         Licenses and/or the Development Agreement, such as amending the
         provisions regulating non-competition and as are required to the
         agreement between Newco and Zambon described herein (assuming that such
         agreement has been executed in accordance with the provisions hereof).

                                   CLAUSE 3

                        REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of Newco: Newco hereby represents and
         warrants to each of the Stockholders as follows, as of the date hereof:


         3.1.1   Organization: Newco is an exempted company duly organized,
                 validly existing and in good standing under the laws of
                 Bermuda, and has all the requisite corporate power and
                 authority to own and lease its properties, to carry on its
                 business as presently conducted and as proposed to be
                 conducted.

         3.1.2   Capitalization: As of the date hereof, the authorized capital
                 stock of Newco consists of 12,000 shares of Common Stock and
                 12,000 shares of Preferred Stock. Prior to the date hereof, no
                 shares of capital stock of Newco have been issued.

         3.1.3   Authorization: The execution, delivery and performance by Newco
                 of this Agreement, including the issuance of the Shares, have
                 been duly authorized by all requisite corporate actions; this
                 Agreement has been duly executed and delivered by Newco and is
                 the valid and binding obligation of Newco, enforceable against
                 it in accordance with its terms except as limited by applicable
                 bankruptcy, insolvency, reorganization, moratorium and other
                 laws of general application affecting the enforcement of
                 creditors' rights generally, and except as enforcement of
                 rights to indemnity and contribution hereunder may be limited
                 by United States federal or state securities laws or principles
                 of public policy. The Shares, when issued as

                                      -13-
<PAGE>

                 contemplated hereby or in the Newco By-Laws, will be validly
                 issued and outstanding, fully paid and non-assessable and not
                 subject to preemptive or any other similar rights of the
                 Stockholders or others.

         3.1.4   No Conflicts: The execution, delivery and performance by Newco
                 of this Agreement, the issuance, sale and delivery of the
                 Shares, and compliance with the provisions hereof by Newco,
                 will not:

                 (i)       violate any provision of applicable Bermuda law,
                           statute, rule or regulation applicable to Newco or
                           any ruling, writ, injunction, order, judgment or
                           decree of any court, arbitrator, administrative
                           agency or other governmental body applicable to Newco
                           or any of its properties or assets;

                 (ii)      conflict with or result in any breach of any of the
                           terms, conditions or provisions of, or constitute
                           (with notice or lapse of time or both) a default (or
                           give rise to any right of termination, cancellation
                           or acceleration) under its charter or organizational
                           documents or any material contract to which Newco is
                           a party, except where such violation, conflict or
                           breach would not, individually or in the aggregate,
                           have a material adverse effect on Newco; or

                 (iii)     result in the creation of, any Encumbrance upon any
                           of the properties or assets of Newco.

         3.1.5   Approvals: As of the date hereof, no permit, authorization,
                 consent or approval of or by, or any notification of or filing
                 with, any Person is required in connection with the execution,
                 delivery or performance of this Agreement by Newco. Newco has
                 full authority to conduct its business as contemplated in the
                 Business Plan and the Transaction Documents.

         3.1.6   Disclosure: This Agreement does not contain any untrue
                 statement of a material fact or omit to state any material fact
                 necessary to make the statements contained herein not
                 misleading. Newco is not aware of any material contingency,
                 event or circumstance relating to its business or prospects,
                 which could have a material adverse effect thereon, in order
                 for the disclosure herein relating to Newco not to be
                 misleading in any material respect.

         3.1.7   No Business; No Liabilities: Newco has not conducted any
                 business or incurred any liabilities or obligations prior to
                 the date hereof, except solely in connection with its
                 organization and formation.

         3.2     Representations and Warranties of the Stockholders: Each of the
                 Stockholders hereby severally represents and warrants to Newco
                 as follows as of the date hereof:

                 3.2.1     Organization: Such Stockholder is a corporation duly
                           organized and validly existing under the laws of its
                           jurisdiction of organization and has all the
                           requisite corporate power and authority to own and
                           lease its respective properties, to carry on its
                           respective business as presently conducted and as
                           proposed to be conducted and to carry out the
                           transactions contemplated hereby.

                 3.2.2     Authority: Such Stockholder has full legal right,
                           power and authority to enter into this Agreement and
                           to perform its obligations hereunder, which have been
<PAGE>

                           duly authorized by all requisite corporate action.
                           This Agreement is the valid and binding obligation of
                           such Stockholder, enforceable against it in
                           accordance with its terms except as limited by
                           applicable bankruptcy, insolvency, reorganization,
                           moratorium and other laws of general application
                           affecting the enforcement of creditors' rights
                           generally, and except as enforcement of rights to
                           indemnity and contribution hereunder may be limited
                           by United States federal or state securities laws or
                           principles of public policy.

                 3.2.3     No Conflicts: The execution, delivery and performance
                           by such Stockholder of this Agreement, purchase of
                           the Shares, and compliance with the provisions hereof
                           by such Stockholder will not:

                           (i)    violate any provision of applicable law,
                                  statute, rule or regulation known by and
                                  applicable to such Stockholder or any ruling,
                                  writ, injunction, order, judgment or decree of
                                  any court, arbitrator, administrative agency
                                  or other governmental body applicable to such
                                  Stockholder or any of its properties or
                                  assets;

                           (ii)   conflict with or result in any breach of any
                                  of the terms, conditions or provisions of, or
                                  constitute (with notice or lapse of time or
                                  both) a default (or give rise to any right of
                                  termination, cancellation or acceleration)
                                  under the charter or organizational documents
                                  of such Stockholder or any material contract
                                  to which such Stockholder is a party, except
                                  where such violation, conflict or breach would
                                  not, individually or in the aggregate, have a
                                  material adverse effect on such Stockholder;
                                  or

                           (iii)  result in the creation of, any Encumbrance
                                  upon any of the properties or assets of such
                                  Stockholder.

                 3.2.4     Approvals: As of the date hereof, no permit,
                           authorization, consent or approval of or by, or any
                           notification of or filing with, any Person is
                           required in connection with the execution, delivery
                           or performance of this Agreement by such Stockholder.

                 3.2.5     Investment Representations: Such Stockholder is
                           sophisticated in transactions of this type and
                           capable of evaluating the merits and risks of its
                           investment in Newco. Such Stockholder has not been
                           formed solely for the purpose of making this
                           investment and such Stockholder is acquiring the
                           Common Stock and/or Preferred Stock for investment
                           for its own account, not as a nominee or agent, and
                           not with the view to, or for resale in connection
                           with, any distribution of any part thereof. Such

                                      -15-
<PAGE>

                           Stockholder understands that the Shares have not been
                           registered under the Securities Act or applicable
                           state and foreign securities laws by reason of a
                           specific exemption from the registration provisions
                           of the Securities Act and applicable state and
                           foreign securities laws, the availability of which
                           depends upon, among other things, the bona fide
                           nature of the investment intent and the accuracy of
                           such Stockholders' representations as expressed
                           herein. Such Stockholder understands that no public
                           market now exists for any of the Shares and that
                           there is no assurance that a public market will ever
                           exist for such Shares.

                                   CLAUSE 4

                           AUTHORIZATION AND CLOSING


4.1      Newco has authorized the issuance to (i) EIS of 4,776 shares of
         Preferred Stock and (ii) Sheffield of 12,000 shares of Common Stock and
         7,224 shares of Preferred Stock, issuable as provided in Clause 4.3
         hereof.

4.2      Sheffield and EIS hereby subscribe for the number of Shares set forth
         in Clause 4.1 and shall pay to the Newco in consideration therefor, by
         wire transfer of immediately available funds (to a bank account
         established by Newco in connection with Completion) the subscription
         amounts each as provided in Clause 4.4.1.

4.3      The closing (the "Closing") shall take place at the offices of Brock
         Silverstein LLC at 800 Third Avenue, New York, New York 10022 on the
         date hereof or such other places if any, as the Parties may agree and
         shall occur contemporaneously with the closing under the Sheffield
         Securities Purchase Agreement.

4.4      At the Closing, each of the Stockholders shall take or (to the extent
         within its powers) cause to be taken the following steps at directors
         and shareholder meetings of the Newco, or such other meetings or
         locations, as appropriate:

         4.4.1    Newco shall issue and sell to EIS, and EIS shall purchase from
                  Newco, upon the terms and subject to the conditions set forth
                  herein, 4,776 shares of Preferred Stock for an aggregate
                  purchase price of $2,985,000 Newco shall issue and sell to
                  Sheffield, and Sheffield shall purchase from Newco, upon the
                  terms and conditions set forth herein, (i) 12,000 shares of
                  Common Stock for an aggregate purchase price of $7,500,000 and
                  (ii) 7,224 shares of Preferred Stock for an aggregate purchase
                  price of $4,515,000;

         4.4.2    the Parties shall execute and deliver to each other, as
                  applicable, certificates in respect of the Common Stock and
                  Preferred Stock described above and any other certificates,
                  resolutions or documents which the Parties shall reasonably
                  require;

                                      -16-
<PAGE>

         4.4.3.   the adoption by the Newco of Newco's By-Laws;

         4.4.4.   the appointment of Kevin Insley, Loren G. Peterson, and Thomas
                  M. Fitzgerald as Directors of Newco; and

         4.4.5.   the resignation of all directors and the secretary of Newco
                  holding office prior to the execution of this Agreement and
                  delivery of written confirmation under seal by each Person so
                  resigning that he has no claim or right of action against
                  Newco and that Newco is not in any way obligated or indebted
                  to him.

4.5      Exemption from Registration:

         The Shares will be issued under an exemption or exemptions from
         registration under the Securities Act. Accordingly, the certificates
         evidencing the Shares shall, upon issuance, contain the following
         legend:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS OF A STATE
         OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD,
         TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY
         APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (ii) TO THE EXTENT
         APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE
         UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES) OR
         ANY OTHER AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE
         SKY LAWS, TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY
         TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR
         APPLICABLE STATE SECURITIES LAWS.

4.6.     Newco shall use reasonable efforts to file any documents that require
         filing with the Registrar of Companies in Bermuda within the prescribed
         time limits. EIS and Sheffield shall provide all reasonable co-
         operation to Newco in relation to the matters set forth in this Clause
         4.6.

4.7.     In the event that EIS exercises the Exchange Right prior to the second
         anniversary of the Closing Date and Sheffield is required to transfer
         to EIS any shares of Common Stock (in addition to the shares of
         Preferred Stock otherwise transferable), Newco shall, immediately upon
         such exercise, take all necessary steps to ensure that each share to be
         transferred by Sheffield to EIS upon the exercise of the Exchange Right
         is a duly and validly issued share

                                      -17-
<PAGE>

         of Preferred Stock (including the conversion of existing shares of
         Common Stock held by Sheffield prior to the exercise of the Exchange
         Right for newly created shares of Preferred Stock for purposes of the
         exercise of the Exchange Right) and that EIS shall have full legal
         right, title and interest in and to such shares of Preferred Stock
         thereby exchanged. All shares of Newco capital stock transferred by
         Sheffield to EIS upon exercise of the Exchange Right prior to the
         second anniversary of the Closing Date shall be (or pursuant to this
         clause 4.7, shall be converted from common into) shares of Preferred
         Stock.


                                   CLAUSE 5

                   DIRECTORS; MANAGEMENT AND R&D COMMITTEES

5.1.     Directors:

         Prior to the exercise of the Exchange Right, the Board shall be
         composed of three Directors. Sheffield shall have the right to nominate
         two directors of Newco ("Sheffield Directors") and EIS shall have the
         right to nominate one Director of Newco ("EIS Director"), which
         Director, save as further provided herein, shall only be entitled to
         15% of the votes of the Board. To the extent required by applicable
         Bermuda law, in the event that the EIS Director is not a resident of
         Bermuda, at least one of the Sheffield Directors shall be a resident of
         Bermuda. Sheffield may appoint one of the Sheffield Directors to be the
         chairman of Newco. In the event that the Exchange Right is exercised by
         EIS within 2 years following the Closing Date, the EIS Director shall
         only be entitled to 15% of the votes of the Board until the expiry of 2
         years from the Closing Date.

         In the event that the Exchange Right is exercised by EIS at any time
         after two years following the Closing Date or upon the expiry of 2
         years following the Closing Date where the Exchange Right has been
         exercised by EIS within 2 years following the Closing Date, each of
         Sheffield, and EIS shall cause the Board to be reconfigured so that an
         equal number of Directors are designated by EIS and Sheffield and that
         each of the Directors has equal voting power.

         5.1.1   If EIS removes the EIS Director, or Sheffield removes any of
                 the Sheffield Directors, EIS or Sheffield, as the case may be,
                 shall indemnify the other Stockholder against any claim by such
                 removed Director arising from such removal.

         5.1.2   The Directors shall meet not less than three times in each
                 Financial Year and Board meetings shall be held in Bermuda to
                 the extent required pursuant to the laws of Bermuda or to
                 ensure the sole residence of Newco in Bermuda.

         5.1.3   At any such meeting, the presence of at least one EIS Director
                 and at least one Sheffield Director shall be required to
                 constitute a quorum and, subject to Clause 18 hereof, the
                 affirmative vote of a majority of the Directors present at a
                 meeting at which such a quorum is present shall constitute an
                 action of the Directors. In the event of any meeting being

                                     -18-
<PAGE>

                 inquorate, the meeting shall be adjourned for a period of seven
                 days. A notice shall be sent to the EIS Director(s) and the
                 Sheffield Directors specifying the date, time and place where
                 such adjourned meeting is to be held and reconvened.

         5.1.4   The chairman of Newco shall hold office until the first meeting
                 of the Board after the exercise by EIS of the Exchange Right,
                 provided that the Exchange Right is exercised by EIS at any
                 time after two years from the date hereof. If the Exchange
                 Right is exercised by EIS within two years from the date
                 hereof, the chairman of Newco shall continue to hold office. If
                 the chairman is unable to attend any meeting of the Board, the
                 Sheffield Directors shall be entitled to appoint another
                 Director to act as chairman in his place at the meeting. After
                 exercise of the Exchange Right by EIS, each of EIS and
                 Sheffield, beginning with EIS, shall have the right,
                 exercisable alternatively, of nominating one Director to be
                 chairman of Newco for a term of one year. If the chairman of
                 Newco is unable to attend any meeting of the Board held after
                 the exercise of the Exchange Right by EIS, the Directors shall
                 be entitled to appoint another Director to act as chairman of
                 Newco in his place at the meeting.

         5.1.5.  In case of an equality of votes at a meeting of the Board, the
                 chairman of Newco shall not be entitled to a second or casting
                 vote. In the event of continued deadlock, the Board shall
                 resolve the deadlock pursuant to the provisions set forth in
                 Clause 19.

5.2      Management and R&D Committees:

         5.2.1   The Board shall appoint a management committee (the "Management
                 Committee") to consist initially of four members, two of whom
                 shall be nominated by Elan and two of whom shall be nominated
                 by Sheffield, and each of whom shall be entitled to one vote,
                 whether or not present at any Management Committee meeting.
                 Decisions of the Management Committee shall require approval of
                 at least one Elan nominee on the Management Committee and one
                 Sheffield nominee on the Management Committee.

         5.2.2   Each of Elan and Sheffield shall be entitled to remove any of
                 their nominees to the Management Committee and appoint a
                 replacement in place of any nominees so removed. The number of
                 members of the Management Committee may be altered if agreed to
                 by a majority of the Directors; provided that, each of Elan and
                 Sheffield shall be entitled to appoint an equal number of
                 members to the Management Committee. The Management Committee
                 shall be responsible for, inter alia, devising, implementing
                 and reviewing strategy for the Project.

         5.2.3   The Management Committee shall appoint a research and
                 development committee (the "R&D Committee"), which shall
                 initially be comprised of four members, two of whom shall be
                 nominated by Elan and two of whom shall be nominated by
                 Sheffield, and each of whom shall have one vote, whether or not
                 present at an R&D Committee meeting during which research and
                 development issues are discussed. Decisions of the R&D
                 Committee shall require approval of at least one Elan nominee

                                     -19-
<PAGE>

                 on the R&D Committee and one Sheffield nominee on the R&D
                 Committee.

         5.2.4   Each of Elan and Sheffield shall be entitled to remove any of
                 their nominees to the R&D Committee and appoint a replacement
                 in place of any nominees so removed. The number of members of
                 the R&D Committee may be altered if agreed to by a majority of
                 the Directors provided that each of Elan and Sheffield shall be
                 entitled to appoint an equal number of members to the R&D
                 Committee.

         5.2.5   The Management Committee shall be responsible for the
                 preparation of the Business Plan. The Management Committee
                 shall also be responsible for monitoring and conducting
                 periodic reviews of Elan Intellectual Property and Sheffield
                 Intellectual Property.

         5.2.6   The R&D Committee shall be responsible for:-
                 (i)       designing that portion of the Business Plan that
                           relates to the Project for consideration by the
                           Management Committee;

                 (ii)      establishing a joint Project team consisting of an
                           equal number of team members from Elan and Sheffield,
                           including one Project leader from each of Elan and
                           Sheffield; and

                 (iii)     implementing such portion of the Business Plan that
                           relates to the Project, as approved by the Management
                           Committee.

         5.2.7   In the event of any dispute amongst the R&D Committee, the R&D
                 Committee shall refer such dispute to the Management Committee
                 whose decision on the dispute shall be binding on the R&D
                 Committee.

                 If the Management Committee cannot resolve the matter after 15
                 days or such other period as may be agreed by the Management
                 Committee, the dispute will be referred to a designated senior
                 officer of each of Elan and Sheffield, and thereafter, in the
                 event of continued deadlock, pursuant to the deadlock
                 provisions to be set forth in Clause 19, involving inter alia,
                 the referral of the dispute to an expert, whose decision will
                 be binding on the Participants. This process shall also apply
                 to any dispute within the Management Committee.

         5.2.8   Elan and Sheffield shall permit Newco or its duly authorized
                 representative on reasonable notice and at any reasonable time
                 during normal business hours to have access to inspect and
                 audit the accounts and records of Elan or Sheffield and any
                 other book, record, voucher, receipt or invoice relating to the
                 calculation or the cost of the R&D Program and to the accuracy
                 of the reports which accompanied them. Any such inspection of
                 Elan's or Sheffield's records, as the case may be, shall be at
                 the expense of Newco, except that if such inspection reveals an
                 overpayment in the amount paid to Elan or Sheffield, as the

                                     -20-
<PAGE>

                 case may be, for the R&D Program hereunder in any Financial
                 Year of 5% or more of the amount due to Elan or Sheffield, as
                 the case may be, then the expense of such inspection shall be
                 borne solely by Elan or Sheffield, as the case may be, instead
                 of by Newco. Any surplus over the sum properly payable by Newco
                 to Elan or Sheffield, as the case may be, shall be paid
                 promptly by Elan or Sheffield, as the case may be, to Newco. If
                 such inspection reveals a deficit in the amount of the sum
                 properly payable to Elan or Sheffield, as the case may be, by
                 Newco, Newco shall pay the deficit to Elan or Sheffield, as the
                 case may be.

                                   CLAUSE 6

                         THE BUSINESS PLAN AND REVIEWS

6.1      The Directors shall meet together as soon as reasonably practicable
         after the Closing Date hereof and shall agree upon and approve the
         Business Plan for the current Financial Year within 90 days of the
         Closing Date.

6.2.     The Business Plan shall be reviewed and mutually agreed to by the
         unanimous approval of the EIS Director and the Sheffield Directors on a
         semi-annual basis.

6.3.     Neither Participant shall be obliged to provide funding to Newco in the
         absence of the semi-annual approval of the Business Plan and a
         determination by each Participant, in its sole discretion, that
         Subsequent Funding (as such term is defined in the Funding Agreement)
         shall be provided for the development of the Products.

6.4.     Future Business Plans prepared pursuant to Clause 5 shall be reviewed
         and mutually agreed to by the EIS Director and the Sheffield Directors.

                                   CLAUSE 7

                         RESEARCH AND DEVELOPMENT WORK

7.1      Subject to Clause 6.3, Elan and Sheffield, at Newco's request, may
         undertake research and development work related to the development and
         commercialization of the Products, at the request of Newco and as
         articulated in the Business Plan, in furtherance of the development and
         commercialization of the Products and cultivation of patent rights and
         know-how related to the Elan Intellectual Property, Sheffield
         Intellectual Property and Newco Intellectual Property.

7.2      Elan and Sheffield shall use reasonable efforts in undertaking any such
         research and development work undertaken for Newco hereunder to conduct
         such research and development work in a professional and timely manner,
         in accordance with relevant RHA guidelines and regulations.

                                     -21-
<PAGE>

7.3      The cost of such development work shall be Elan's and Sheffield's, as
         the case may be, fully-burdened actual costs in respect thereof, plus
         [REDACTED] of such costs. Research and development work that is sub-
         contracted by Elan or Sheffield to third party providers and/or any
         other materials or other services purchased from a third party provider
         on Newco's behalf shall be charged by Elan or Sheffield to Newco at the
         amount invoiced by the relevant third party provider.

                                   CLAUSE 8

                               COMMERCIALIZATION

8.1      Newco shall diligently pursue the research, development, prosecution
         and commercialization of the Products, as provided in the Business
         Plan.

8.2      Subject to Clause 2 of the Sheffield License Agreement, at any time
         during the development of the Products, Newco may, subject to the
         Licenses and Clause 8.3, license the marketing rights to the Products
         to one or more marketing partners, or otherwise commercialize the
         Products under an alternative strategy to be agreed upon by Elan and
         Sheffield.

8.3      Newco shall be responsible for negotiating with third Parties
         commercially reasonable terms (including, inter alia, royalties,
         milestones, fees, profit sharing, manufacturing rights, supply terms)
         for the rights to be granted, but shall do so under the commercial
         strategy agreed with Elan and Sheffield and shall keep Elan and
         Sheffield informed throughout the negotiation process.

                                   CLAUSE 9

                       SUBLICENSE AND ASSIGNMENT RIGHTS

9.1      Newco shall not be permitted to assign, license or sublicense any of
         its rights in respect of the Newco Intellectual Property without the
         prior written consent of Elan and Sheffield which consent will not be
         unreasonably withheld or delayed; provided that:

         9.1.1    Elan shall in all cases, in its sole discretion, be entitled
                  to withhold its consent in the case of a proposed sublicense
                  to any Technological Competitor of Elan;

         9.1.2    Sheffield shall in all cases, in its sole discretion, be
                  entitled to withhold its consent in the case of a proposed
                  sublicense to any Technological Competitor of Sheffield
                  provided that for the avoidance of doubt, this Clause 9.1.2
                  shall not impact in any way Elan's right to grant sub-licenses
                  of Newco Intellectual Property pursuant to Clause 12.

                                     -22-
<PAGE>

9.2      The Parties acknowledge and agree to be bound by the provisions of
         Clause 2.7 of the Elan License Agreement and the provisions of Clause
         2.7 of the Sheffield License Agreement which set forth the agreement
         between the Parties thereto in relation to sub-licensing of the Elan
         Intellectual Property and the Sheffield Intellectual Property
         respectively.

                                   CLAUSE 10

           OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS/NON-COMPETITION

10.1.    The Parties acknowledge and agree to be bound by the provisions of
         Clause 3.1 of the Elan License Agreement and Clause 3.1 of the
         Sheffield License Agreement set forth the agreement between the parties
         thereto in relation to the ownership of the Elan Intellectual Property,
         the Sheffield Intellectual Property and the Newco Intellectual property
         respectively.

10.2     The Parties acknowledge and agree to be bound by the provisions of
         Clause 4 of the Elan License Agreement and the provisions of Clause 4
         of the Sheffield License Agreement which set forth the agreement
         between the parties thereto in relation to the non-competition
         obligations of Elan and Sheffield, respectively.

                                   CLAUSE 11

                         INTELLECTUAL PROPERTY RIGHTS

11.1     Newco shall remain the owner of the Newco Intellectual Property.

         11.1.1   Each Party shall be responsible for the preparation,
                  prosecution and maintenance of all patent applications and
                  issued patents relating to its own intellectual property.
                  Prior to filing for any patent protection on any Newco
                  Intellectual Property, Newco shall inform Elan and Sheffield
                  of its intention to do so.

         11.1.2   Upon request, Elan or Sheffield shall provide information
                  regarding its activities set forth in 11.1.1.

11.2     Enforcement of Intellectual Property Rights; third party infringement

         11.2.1   Sheffield, Newco and Elan shall promptly inform the other in
                  writing of any alleged infringement or unauthorized use of
                  which it shall become aware by a third party of Newco

                                     -23-
<PAGE>

                  Intellectual Property, Elan Intellectual Property or Sheffield
                  Intellectual Property, and provide such other with any
                  available evidence of such unauthorized activity.

         11.2.2   Elan shall have the right to pursue at its own expense any
                  enforcement activities of the Elan Intellectual Property.
                  Sheffield shall have the right to pursue at its own expense
                  any enforcement activities of the Sheffield Intellectual
                  Property. Both Elan and Sheffield agree to reasonably co-
                  operate with each other in any such action. Any expenses borne
                  by the co-operating party shall be reimbursed by the enforcing
                  party. Should either Elan or Sheffield decide not to enforce
                  the Elan Intellectual Property or the Sheffield Intellectual
                  Property as the case may be within the Combined Fields, Newco
                  may do so at its expense and for its own benefit, and the
                  parties will reasonably co-operate with such action. If an
                  enforcement action is successful, the Party taking such
                  enforcement action shall be entitled to any proceeds
                  recovered.

11.3     Infringement of third party patents

         11.3.1   In the event that a claim or proceeding is brought against
                  Newco by a third party alleging that the manufacture, use,
                  offer for sale, sale or other activity relating to any of the
                  Products constitute an unauthorized use of an intellectual
                  property right owned by such a third party in the Territory,
                  Newco shall promptly advise Elan and Sheffield of such threat
                  or suit.

         11.3.2   Newco shall indemnify, defend and hold Elan and Sheffield
                  harmless against all actions, losses, claims, demands,
                  damages, costs and liabilities (including reasonable attorneys
                  fees) relating directly or indirectly to all such claims or
                  proceedings directed to Products; provided that Elan or
                  Sheffield shall not acknowledge to the third party or to any
                  other person the validity of any claims of such a third party,
                  and shall not compromise or settle any claim or proceedings
                  relating thereto without the prior written consent of Newco,
                  not to be unreasonably withheld or delayed. At its option, in
                  the event the claim is directed primarily to Compounds, Elan
                  may elect to take over the conduct of such proceedings from
                  Newco, or in the event the claim is directed primarily at
                  Sheffield Devices, Sheffield may elect to take over the
                  conduct of such proceedings from Newco; provided that Newco's
                  indemnification obligations shall continue; the costs of
                  defending such claim shall be borne by the Party assuming
                  control over such proceedings; and Elan or Sheffield shall not
                  compromise or settle any such claim or proceeding without the
                  prior written consent of Newco, not to be unreasonably
                  withheld or delayed.

                                     -24-
<PAGE>

                                   CLAUSE 12

       CROSS-LICENSES/EXPLOITATION OF PRODUCTS OUTSIDE FIELDS A, B AND C

12.1     Solely for the purpose of and insofar as is necessary, in each case,
         for Elan to perform its obligations under the Elan License Agreement,
         Newco shall grant to Elan a non-exclusive, worldwide, royalty-free,
         fully paid-up license for the term of the License Agreements:

         12.1.1   to use the Newco Intellectual Property in the Combined Fields,
                  and

         12.1.2   subject to the terms and conditions of the Sheffield License
                  Agreement, a sublicense to use the Sheffield Intellectual
                  Property in the Combined Fields.

12.2     Solely for the purpose of and insofar as is necessary, in each case,
         for Sheffield to perform its obligations under the Sheffield License
         Agreement, Newco shall grant to Sheffield a non-exclusive, worldwide,
         royalty-free, fully paid-up license for the term of the Licenses:

         12.2.1   to use the Newco Intellectual Property in the Combined Fields,
                  and

         12.2.2   subject to the terms and conditions of the Elan License
                  Agreement, a sublicense to use the Elan Intellectual Property
                  in the Combined Fields.

12.3     Elan shall be entitled to exploit the Newco Intellectual Property in
         Field B and/or Field C outside Field B and/or Field C respectively
         subject to the Parties negotiating a license agreement in good faith
         (including all material provisions thereof, including as to whether the
         license should be exclusive or non-exclusive), pursuant to which Newco
         will grant Elan a license under the Newco Intellectual Property in
         Field B and/or Field C outside Field B and/or Field C respectively on a
         Product by Product basis. The financial terms of the said license
         agreement shall have regard, inter alia, to:

         12.3.1   the amount of monies expended by Newco in developing the Newco
                  Intellectual Property;

         12.3.2   the materiality of the Newco Intellectual Property in Field B
                  and/or Field C by comparison to the further research and
                  development work to be conducted, and of the Elan Intellectual
                  Property and the Sheffield Intellectual Property; and

         12.3.3   the financial return likely to be earned by Elan from the
                  proposed exploitation outside Field B and/or Field C; and

         12.3.4   the impact of the proposed exploitation of the Newco
                  Intellectual Property in Field B and/or Field C outside Field
                  B and/or Field C respectively on the exploitation of the Newco
                  Intellectual Property in Field B and/or Field C within Field B
                  and/or Field C respectively.

12.4     Sheffield shall be entitled to exploit the Newco Intellectual Property
         in Field B and/or Field C outside Field B and/or Field C respectively
         subject to the Parties negotiating a license agreement in good faith
         (including all material provisions thereof, including as to whether the
         license should be exclusive or non-exclusive), pursuant to which Newco
         will grant Sheffield a license under the Newco Intellectual Property

                                     -25-
<PAGE>

         outside Field B and/or Field C respectively on a Product by Product
         basis. The financial terms of the said license agreement shall have
         regard, inter alia, to:

         12.4.1   the amount of monies expended by Newco in developing the Newco
                  Intellectual Property;

         12.4.2   the materiality of the Newco Intellectual Property in Field B
                  and/or Field C by comparison to the further research and
                  development work to be conducted, and of the Elan Intellectual
                  Property and the Sheffield Intellectual Property; and

         12.4.3   the financial return likely to be earned by Sheffield from the
                  proposed exploitation of outside Field B and/or Field C; and

         12.4.4   the impact of the proposed exploitation of the Newco
                  Intellectual Property in Field B and/or Field C outside Field
                  B and/or Field C respectively on the exploitation of the Newco
                  Intellectual Property in Field B and/or Field C within Field B
                  and/or Field C respectively.

12.5     Newco hereby grants to Elan a worldwide, perpetual, fully-paid and
         royalty-free license, with the right to grant sublicenses, to the Newco
         Intellectual Property in Field A for use outside Field A.

                                   CLAUSE 13

                                  REGULATORY

13.1     Newco shall keep the other Parties promptly and fully advised of
         Newco's regulatory activities, progress and procedures. Newco shall
         inform the other Parties of any dealings it shall have with an RHA, and
         shall furnish the other Parties with copies of all correspondence
         relating to the Products. The Parties shall collaborate with a view to
         obtaining any required regulatory approval of the RHA to market the
         Products.

13.2     Newco shall, at its own cost, file, prosecute and maintain any and all
         Regulatory Applications for the Products in the Territory in accordance
         with the Business Plan, except where such obligations are by contract
         undertaken by a third party.

13.3     Subject to Clause 13.5, and subject to a determination by Newco that
         one or more regulatory approvals should be held in the name of Newco's
         commercial partner such as a sub-licensee, any and all Regulatory
         Approvals obtained hereunder for any Product shall be prosecuted and
         owned by Newco, provided that Newco shall allow Elan and Sheffield
         access thereto to enable Elan and Sheffield to fulfill their respective
         obligations and exercise their respective rights under this Agreement.
         Newco shall maintain such Regulatory Approvals at its own cost.

                                     -26-
<PAGE>

13.4     It is hereby acknowledged that there are inherent uncertainties
         involved in the registration of pharmaceutical products with the RHA's
         insofar as obtaining approval is concerned and such uncertainties form
         part of the business risk involved in undertaking the form of
         commercial collaboration as set forth in this Agreement.

13.5     The DMF (Drug Master File) relating to Formulations shall be processed
         by and be the property of Elan and at all times held in Elan's sole
         name. Elan grants Newco for Field A, Field B and Field C, a right to
         reference Elan's DMF, as described herein, with the FDA to the extent
         necessary for Newco's regulatory purposes. Elan grants Sheffield for
         Field B and Field C a right to reference Elan's DMF, as described
         herein, with the FDA to the extent necessary for Sheffield's regulatory
         purposes.

                                   CLAUSE 14

                                 MANUFACTURING

Elan will supply Nanocrystal Compounds to Newco at Elan's fully burdened cost
plus [REDACTED] of such cost; provided, however, that Elan shall have the right
to subcontract the manufacture and supply of the Nanocrystal Compounds. Elan
shall have the first right to manufacture and supply, and/or subcontract the
manufacture and supply of Formulations, subject to the Zambon Agreement.

Any such supply agreement shall be negotiated and agreed by the Parties not
later than the date of completion of Phase II (as such term is commonly used in
connection with FDA applications) of the R&D Program. The terms of the said
supply agreements shall be on Elan's normal commercial terms, and shall be
negotiated in good faith by the Parties thereto provided that Elan agrees that
the cost which would to be invoiced by Elan to Newco in respect of such
manufacture would be Elan's fully-burdened actual costs plus [REDACTED] of such
costs.

If Elan does not exercise its first right hereunder to manufacture and supply,
and/or subcontract the manufacture and supply of Formulations, then Newco shall
be free to enter into negotiations with a third party (other than a
Technological Competitor of Elan) to agree to terms upon which the third party
would be licensed by Elan (on licensing terms satisfactory to Elan) and by Newco
to the extent necessary (on licensing terms satisfactory to Newco) to
manufacture the relevant Formulation(s) in the Territory, which terms when taken
as a whole, are not more favourable to the third party than the principal terms
of the last written proposal offered by Newco to Elan or by Elan to Newco, as
the case may be.

                                     -27-
<PAGE>

                                    CLAUSE 15

                       TECHNICAL SERVICES AND ASSISTANCE

15.1   Whenever commercially and technically feasible, Newco shall contract with
       Sheffield or Elan, as the case may be, to perform such other services as
       Newco may require, other than those specifically dealt with hereunder or
       in the License Agreements. In determining which Party should provide such
       services, the Management Committee shall take into account the respective
       infrastructure, capabilities and experience of Elan and Sheffield. There
       shall be no obligation upon either of Sheffield or Elan to perform such
       services.

15.2   Newco shall, if the Participants so agree, conclude an administrative
       support agreement with Elan and/or Sheffield on such terms as the Parties
       thereto shall in good faith negotiate. The administrative services shall
       include one or more of the following administrative services as requested
       by Newco:

       15.2.1  accounting, financial and other services;

       15.2.2  tax services;

       15.2.3  insurance services;

       15.2.4  human resources services;

       15.2.5  legal and company secretarial services;

       15.2.6  patent and related intellectual property services; and

       15.2.7  all such other services consistent with and of the same type as
               those services to be provided pursuant to this Agreement, as may
               be required.

       The foregoing list of services shall not be deemed exhaustive and may be
       changed from time to time upon written request by Newco.

15.3.  The Parties agree that each Party shall effect and maintain comprehensive
       general liability insurance in respect of all clinical trials and other
       activities performed by them on behalf of Newco. The Stockholders and
       Newco shall ensure that the industry standard insurance policies shall be
       in place for all activities to be carried out by Newco.

15.4   If Elan or Sheffield so requires, Sheffield or Elan, as the case may be,
       shall receive, at times and for periods mutually acceptable to the
       Parties, employees of the other Party (such employees to be acceptable to
       the receiving Party in the matter of qualification and competence) for
       instruction in respect of the Elan Intellectual Property or the Sheffield
       Intellectual Property, as the case may be, as necessary to further the
       Project.

15.5   The employees received by Elan or Sheffield, as the case may be, shall be
       subject to obligations of confidentiality no less stringent than those
       set out in Clause 22 and such employees shall observe the rules,
       regulations and systems adopted by the Party receiving the said employees
       for its own employees or visitors.

                                     -28-
<PAGE>

                                   CLAUSE 16

                     AUDITORS, BANKERS, REGISTERED OFFICE,
                     ACCOUNTING REFERENCE DATE; SECRETARY

Unless otherwise agreed by the Stockholders and save as may be provided to the
contrary herein:

16.1   the auditors of Newco shall be Ernst & Young or as designated by the
       Directors;

16.2   the bankers of Newco shall be as designated by the Directors; there shall
       be established at a U.S. bank mutually agreed to by the parties a bank
       account managed by Sheffield for the benefit of Newco;

16.3   the accounting reference date of Newco shall be December 31 in each
       Financial Year; and

16.4   the secretary of Newco shall be I.S. Outerbridge or such other Person as
       may be appointed by the Directors from time to time.

                                   CLAUSE 17

                             TRANSFERS OF SHARES;
                    RIGHT OF FIRST OFFER; TAG ALONG RIGHTS

General:

17.1.  No Stockholder shall, directly or indirectly, sell or otherwise transfer
       (each, a "Transfer") any Shares held by it except in as expressly
       permitted by and accordance with the terms of this Agreement. Newco shall
       not, and shall not permit any transfer agent or registrar for any Shares
       to, transfer upon the books of Newco any Shares from any Stockholder to
       any transferee, in any manner, except in accordance with this Agreement,
       and any purported transfer not in compliance with this Agreement shall be
       void.

       During the Research and Development Term, no Stockholder shall, directly
       or indirectly, sell or otherwise Transfer any of its legal and/or
       beneficial interest in the Shares held by it to any other Person. After
       completion of the Research and Development Term, a Stockholder may
       Transfer Shares provided such Stockholder complies with the provisions of
       Clauses 17.2 and 17.3.

       Notwithstanding anything contained herein to the contrary (i) at all
       times, EIS and/or Sheffield shall have the right to Transfer any Shares

                                     -29-
<PAGE>

       to their Affiliates provided, however, that such assignment does not
       result in adverse tax consequences for any other Parties and (ii)
       Sheffield may not Transfer or allow any Encumbrance in, or to, any Shares
       that are subject to the Exchange Right, other than to EIS or its
       Affiliates. EIS shall have the right to Transfer any Shares to an
       affiliate; provided, that such Affiliates shall agree to be expressly
       subject to and bound by all the limitations and provisions which are
       embodied in this Agreement.

17.2   No Stockholder shall, except with the prior written consent of the other
       Stockholder, create or permit to subsist any pledge, lien or charge over,
       or grant any option or other rights or Encumbrance in, or to, all or any
       of the Shares held by it (other than by a Transfer of such Shares in
       accordance with the provisions of this Agreement) made by it to Newco
       unless any Person in whose favour any such pledge, lien, or charge is
       created or permitted to subsist or such option or rights are granted or
       such interest is disposed of shall be expressly subject to and bound by
       all the limitations and provisions which are embodied in this Agreement.

17.3   Rights of First Offer:

       If, at any time after the end of the Research and Development Term, a
       Stockholder shall desire to Transfer any Shares owned by it (a "Selling
       Stockholder"), in any transaction or series of related transactions other
       than a Transfer to an Affiliate or subsidiary or in the case of EIS
       permitted by the Agreement to a special purpose financing or similar
       entity established by EIS, then such Selling Stockholder shall deliver
       prior written notice of its desire to Transfer (a "Notice of Intention")
       (i) to Newco and (ii) to the Stockholders who are not the Selling
       Stockholder (and any transferee thereof permitted hereunder, if any), as
       applicable, setting forth such Selling Stockholder's desire to make such
       Transfer, the number of Shares proposed to be transferred (the "Offered
       Shares") and the proposed form of transaction (the "Transaction
       Proposal"), together with any available documentation relating thereto,
       if any, and the consideration to be paid and the terms and conditions, at
       which such Selling Stockholder proposes to Transfer the Offered Shares
       (the "Offer Price"). The "Right of First Offer" provided for in this
       Clause 17 shall be subject to any "Tag Along Right" benefiting a
       Stockholder which may be provided for by Clause 17, subject to the
       exceptions set forth therein. Upon receipt of the Notice of Intention,
       the Stockholders who are not the Selling Stockholder shall have the right
       to purchase at the Offer Price the Offered Shares, exercisable by the
       delivery of notice to the Selling Stockholder (the "Notice of Exercise"),
       with a copy to Newco, within 10 business days from the date of receipt of
       the Notice of Intention. If no such Notice of Exercise has been delivered
       by the Stockholders who are not the Selling Stockholder within such 10-
       business day period, or such Notice of Exercise does not relate to all of
       the Offered Shares covered by the Notice of Intention, then the Selling
       Stockholder shall be entitled to Transfer all of the Offered Shares to
       the intended transferee. In the event that all of the Offered Shares are
       not purchased by the non-selling Stockholders, the Selling Stockholder
       shall sell the available Offered Shares within 30 days after the delivery
       of such Notice of Intention on terms no more favorable to a third party
       than those presented to the non-selling

                                     -30-
<PAGE>

       Stockholders. If such sale does not occur, the Offered Shares shall again
       be subject to the Right of First Refusal set forth in Clause 17.3.

       In the event that any of the Stockholders who are not the Selling
       Stockholder exercise their right to purchase all of the Offered Shares
       (in accordance with this Clause 17), then the Selling Stockholder shall
       sell all of the Offered Shares to such Stockholder(s), in the amounts set
       forth in the Notice of Intention, after not less than 20 business days
       and not more than 30 business days from the date of the delivery of the
       Notice of Exercise. In the event that more than one of the Stockholders
       who are not the Selling Stockholders wish to purchase the Offered Shares,
       the Offered Shares shall be allocated to such Stockholders on the basis
       of their pro rata equity interests in Newco, taken as a whole.

       The rights and obligations of each of the Stockholders pursuant to the
       Right of First Offer provided herein shall terminate upon the date that
       the Common Stock is registered under Section 12(b) or 12(g) of the
       Exchange Act.

       At the closing of the purchase of all of the Offered Shares by the
       Stockholders who are not the Selling Stockholder (scheduled in accordance
       with Clause 17), the Selling Stockholder shall deliver certificates
       evidencing the Offered Shares being sold, duly endorsed, or accompanied
       by written instruments of transfer in form reasonably satisfactory to the
       Stockholders who are not the Selling Stockholder, duly executed by the
       Selling Stockholder, free and clear of any adverse claims, against
       payment of the purchase price therefor in cash, and such other customary
       documents as shall be necessary in connection therewith.

17.4   Tag Along Rights:

       Subject to Clause 17.3, a Stockholder (the "Transferring Stockholder")
       shall not Transfer (either directly or indirectly), in any one
       transaction or series of related transactions, to any Person or group of
       Persons, any Shares, unless the terms and conditions of such Transfer
       shall include an offer to the other Stockholders (the "Remaining
       Stockholders"), to sell Shares at the same price and on the same terms
       and conditions as the Transferring Stockholder has agreed to sell its
       Shares (the "Tag Along Right").

       In the event a Transferring Stockholder proposes to Transfer any Shares
       in a transaction subject to this Clause 17.4, it shall notify, or cause
       to be notified, the Remaining Stockholders in writing of each such
       proposed Transfer. Such notice shall set forth: (i) the name of the
       transferee and the amount of Shares proposed to be transferred, (ii) the
       proposed amount and form of consideration and terms and conditions of
       payment offered by the transferee (the "Transferee Terms") and (iii) that
       the transferee has been informed of the Tag Along Right provided for in
       this Clause 17, if such right is applicable, and the total number of
       Shares the transferee has agreed to purchase from the Stockholders in
       accordance with the terms hereof.

       The Tag Along Right may be exercised by each of the Remaining
       Stockholders by delivery of a written notice to the Transferring
       Stockholder (the "Co-sale Notice") within 20 business days following

                                     -31-
<PAGE>

       receipt of the notice specified in the preceding subsection. The Co-sale
       Notice shall state the number of Shares owned by such Remaining
       Stockholder which the Remaining Stockholder wishes to include in such
       Transfer; provided, however, that without the written consent of the
       Transferring Stockholder, the amount of such securities belonging to the
       Remaining Stockholder included in such Transfer may not be greater than
       such Remaining Stockholder's percentage beneficial ownership of Fully
       Diluted Common Stock multiplied by the total number of shares of Fully
       Diluted Common Stock to be sold by both the Transferring Stockholder and
       all Remaining Stockholders. Upon receipt of a Co-sale Notice, the
       Transferring Stockholder shall be obligated to transfer at least the
       entire number of Shares set forth in the Co-sale Notice to the transferee
       on the Transferee Terms; provided, however, that the Transferring
       Stockholder shall not consummate the purchase and sale of any Shares
       hereunder if the transferee does not purchase all such Shares specified
       in all Co-sale Notices. If no Co-sale Notice has been delivered to the
       Transferring Stockholder prior to the expiration of the 20 business day
       period referred to above and if the provisions of this Section have been
       complied with in all respects, the Transferring Stockholder shall have
       the right for a 45-day period to Transfer Shares to the transferee on the
       Transferee Terms without further notice to any other party, but after
       such 45-day period, no such Transfer may be made without again giving
       notice to the Remaining Stockholders of the proposed Transfer and
       complying with the requirements of this Clause 17. At the closing of any
       Transfer of Shares subject to this Clause 17, the Transferring
       Stockholder, and the Remaining Stockholder, in the event such Tag Along
       Right is exercised, shall deliver certificates evidencing such securities
       as have been Transferred by each, duly endorsed, or accompanied by
       written instruments of transfer in form reasonably satisfactory to the
       transferee, free and clear of any adverse claim, against payment of the
       purchase price therefor. Notwithstanding the foregoing, this Clause 17
       shall not apply to any sale of Common Stock pursuant to an effective
       registration statement under the Securities Act in a bona fide public
       offering.

                                   CLAUSE 18

                   MATTERS REQUIRING PARTICIPANTS' APPROVAL

18.1   Subject to the provisions of Clause 18.2, in consideration of Sheffield
       and Elan agreeing to enter into the License Agreements, the Parties
       hereby agree that Newco shall not without the prior approval of the EIS
       Director and the Sheffield Directors:

       18.1.1.  make a material Newco determination outside the ordinary course
                of business, including, among other things, acquisitions or
                dispositions of intellectual property and licenses or
                sublicenses, changes in the Business or the Newco budget; entry
                into joint ventures and similar arrangements as they relate to
                the Licensed Technologies and changes to the Business Plan as
                they relate to the Licensed Technologies;

                                      -32-
<PAGE>

       18.1.2.  issue any unissued Shares or unissued Common Stock Equivalents,
                or create, authorize or issue any new shares (including a split
                of the Shares) or Common Stock Equivalents, except as expressly
                permitted by the Newco By-Laws in effect as of the date hereof;

       18.1.3.  alter any rights attaching to any class of share in the capital
                of Newco or alter the Newco By-Laws;

       18.1.4.  consolidate, sub-divide or convert any of Newco's share capital
                or in any way alter the rights attaching thereto;

       18.1.5.  dispose of all or substantially all of the assets of Newco;

       18.1.6.  do or permit or suffer to be done any act or thing whereby Newco
                may be wound up (whether voluntarily or compulsorily), save as
                otherwise expressly provided for in this Agreement;

       18.1.7.  enter into any contract or transaction except in the ordinary
                and proper course of the Business on arm's length terms;

       18.1.8.  license or sub-license any of the Elan Intellectual Property,
                Sheffield Intellectual Property, Newco Intellectual Property;

       18.1.9.  amend or vary the terms of the Sheffield  License Agreement or
                the Elan License Agreement;

       18.1.10. permit a person other than Newco to own a regulatory approval
                relating to the Product(s);

       18.1.11. approve, amend or vary the Business Plan or the Newco budget;
                and

       18.1.12. alter the number of Directors.

                                   CLAUSE 19

                                   DISPUTES

19.1   Should any dispute or difference arise between Elan and Sheffield, or
       between Elan or Sheffield and Newco, during the period that this
       Agreement is in force, other than a dispute or difference relating to (i)
       the interpretation of any provision of this Agreement, (ii) the
       interpretation or application of law, or (iii) the ownership of any
       intellectual property, then any Party may forthwith give notice to the

                                      -33-
<PAGE>

       other Parties that it wishes such dispute or difference to be referred to
       the Chief Executive Officer of Sheffield and the President of Elan
       Pharmaceutical Technology, a division of Elan Corporation, Plc ("EPT").

19.2   In any event of a notice being served in accordance with Clause 19.1,
       each of the Participants shall within 14 days of the service of such
       notice prepare and circulate to the chief executive officer of each
       Participant a memorandum or other form of statement setting out its
       position on the matter in dispute and its reasons for adopting that
       position. Each memorandum or statement shall be considered by the chief
       executive officers of the Participants who shall endeavor to resolve the
       dispute. If the chief executive officers of the Participants agree upon a
       resolution or disposition of the matter, they shall each sign a statement
       which sets out the terms of their agreement. The Participants agree that
       they shall exercise the voting rights and other powers available to them
       in relation to Newco to procure that the agreed terms are fully and
       promptly carried into effect.

19.3   In the event the chief executive officers of the Participants are unable
       to resolve a dispute or difference when it is referred to them under
       Clause 19.1 which relates to the interpretation of this Agreement or any
       other Transaction Document or the compliance of the Parties with their
       legal obligations thereunder, such dispute or difference shall be
       referred to arbitration in accordance with Clause 24.8.3 hereof. If the
       dispute or difference does not relate to the interpretation of this
       Agreement or any other Transaction Document or the compliance of the
       Parties with their legal obligations thereunder, the provisions of Clause
       24.8.2 shall govern.

                                   CLAUSE 20

                                  TERMINATION

20.1   This Agreement shall govern the operation and existence of Newco until
       20.1.1 terminated by written agreement of all Parties hereto or 20.1.2
       otherwise terminated in accordance with this Clause 20.

20.2   For the purpose of this Clause 20, a "Relevant Event" is committed or
       suffered by a Participant if:

       20.2.1  it commits a material breach of its obligations under this
               Agreement or the applicable License and fails to remedy it within
               60 days of being specifically required in writing to do so by the
               other Participant; provided, however, that if the breaching
               Participant has proposed a course of action to rectify the breach
               and is acting in good faith to rectify same but has not cured the
               breach by the 60th day, such period shall be extended by such
               period as is reasonably necessary to permit the breach to be
               rectified;

       20.2.2  a distress, execution, sequestration or other process is levied
               or enforced upon or sued out against substantially all of its
               assets which is not discharged or challenged within 30 days;

       20.2.3  it is unable to pay its debts in the normal course of business;

       20.2.4  it ceases wholly or substantially to carry on its business,
               otherwise than for the purpose of a reconstruction or
               amalgamation, without the prior written consent of the other
               Participant (such consent not to be unreasonably withheld);

                                      -34-
<PAGE>

       20.2.5  the appointment of a liquidator, receiver, administrator,
               examiner, trustee or similar officer of such Participant or over
               all or substantially all of its assets under the law of any
               applicable jurisdiction, including without limitation, the United
               States of America, Bermuda or Ireland;

       20.2.6  an application or petition for bankruptcy, corporate re-
               organization, composition, administration, examination,
               arrangement or any other procedure similar to any of the
               foregoing under the law of any applicable jurisdiction, including
               without limitation, the United States of America, Bermuda or
               Ireland, is filed, and is not discharged within 60 days, or a
               Participant applies for or consents to the appointment of a
               receiver, administrator, examiner or similar officer of it or of
               all or a material part of its assets, rights or revenues or the
               assets and/or the business of a Participant are for any reason
               seized, confiscated or condemned.

       20.4    If either Participant commits or suffers a Relevant Event, the
               other Participant shall be entitled, within three months of the
               occurrence of the Relevant Event, to require the defaulting
               Participant (the "Recipient Participant") to sell on reasonable
               terms of payment to the non-defaulting Participant (the
               "Proposing Participant") all (but not some only) of the Shares,
               held or beneficially owned by the Recipient Participant for an
               amount equal to 90% of the fair market value of the Shares of the
               Recipient Participant (the "Buyout Option").

       20.5    The Proposing Participant shall notify the Recipient Participant
               of the exercise of the Buyout Option, no later than 30 business
               days prior to the proposed exercise thereof, by delivering
               written notice to the Recipient Participant stating that the
               Buyout Option is exercised and the price at which the Proposing
               Participant is willing to purchase the Shares of the Recipient
               Participant.

       20.6    In the event that the Participants do not agree upon a purchase
               price for the Shares within five Business Days following the
               receipt by the Recipient Participant of written notice from the
               Proposing Participant pursuant to Clause 20.5 above, the
               Proposing Participant may contact the American Arbitration
               Association ("AAA"), sitting in New York City and request that an
               independent US-based arbitrator who is expert in the
               pharmaceutical/biotechnology industry be appointed within 10
               Business Days. The AAA shall endeavor to select an arbitrator who
               is technically knowledgeable in the pharmaceutical/biotechnology
               industry

                                      -35-
<PAGE>

       (and who directly and through his affiliates, has no business
       relationship with, or shareholding in, either the Proposing Participant
       or the Recipient Participant). Promptly upon being notified of the
       arbitrator's appointment, the Proposing Participant and the Recipient
       Participant shall submit to the arbitrator details of their assessment of
       the fair market value for the Shares of the Recipient Participant
       together with such information as they think necessary to validate their
       assessment. The arbitrator shall notify the Recipient Participant of 90%
       of the fair market value assessed by the Proposing Participant (the
       "Proposing Participant Price") and shall notify the Proposing Participant
       of 90% of the fair market value assessed by the Recipient Participant
       (the "Recipient Participant Price"). The Proposing Participant and the
       Recipient Participant shall then be entitled to make further submissions
       to the arbitrator within five Business Days explaining why the Recipient
       Participant Price or the Proposing Participant Price, as the case may be,
       is unjustified. The arbitrator shall thereafter meet with the Proposing
       Participant and the Recipient Participant and shall thereafter choose
       either the Recipient Participant Price or the Proposing Participant Price
       (but not any other price) as the purchase price for the Shares (the
       "Purchase Price") on the basis of which price the Expert determines to be
       closer to 90% of the fair market value for the Shares of the Recipient
       Participant. The arbitrator shall use his best efforts to determine the
       Purchase Price within 30 Business Days of his appointment. The Proposing
       Participant and the Recipient Participant shall bear the costs of the
       arbitrator equally provided that the arbitrator may, in his discretion,
       allocate all or a portion of such costs to one Party. Any decision of the
       arbitrator shall be final and binding.

20.7   The Proposing Participant shall purchase the Shares of the Recipient
       Participant by delivery of the Purchase Price in cash no later than the
       15th Business Day following determination of the Purchase Price by the
       Expert.

20.8   The Shares of the Recipient Participant so transferred shall be sold by
       the transferor as beneficial owner with effect from the date of such
       transfer free from any lien, charge or encumbrance with all rights and
       restrictions attaching thereto. If the Proposing Participant elects to
       purchase the Shares of the Recipient Participant, the Shares of the
       Recipient Participant shall be sold by the Recipient Participant as
       beneficial owner for a price equal to 90% of the Purchase Price with
       effect from the date specified by the Proposing Participant in its notice
       of election free from any lien, charge or encumbrance together with all
       rights attaching thereto.

20.9   If the Proposing Participant exercises the Buyout Option, both parties
       will negotiate in good faith to agree to additional reasonable provisions
       and/or amendments to the License Agreements to protect the intellectual
       property rights of the Recipient Party.

20.10  If either Participant commits a Relevant Event, the other Stockholder
       shall have in addition to all other legal and equitable rights and
       remedies hereunder, the right to terminate this Agreement upon 30 days'
       written notice.

                                      -36-
<PAGE>

20.11  In the event of a termination of the Elan License Agreement and/or the
       Sheffield License Agreement, both parties will negotiate in good faith to
       determine whether this Agreement should be terminated and if so, which
       provisions should survive termination.

20.12  The provisions of Clauses 1.1, 18, 19, 20 and 22 shall survive the
       termination of this Agreement under this Clause 20.10 or by mutual
       consent pursuant to Clause 20.1 in accordance with their terms; all other
       terms and provisions of this Agreement shall cease to have effect and be
       null and void upon the termination of this Agreement under this Clause
       20.10 or by mutual consent pursuant to Clause 20.1.

                                   CLAUSE 21

                                 SHARE RIGHTS

       The following is a summary of the terms of the capital stock of Newco.
This summary does not purport to be complete and is qualified in all respects by
reference to the Newco By-laws, which are hereby incorporated by reference.

       Each share of Common Stock is entitled to one vote on all matters on
which the stockholders of Newco are entitled to vote. Subject to the Bermuda
Companies Act of 1981 (or any successor legislation), shares of Preferred Stock
shall not be entitled to vote on any matters brought before the shareholders of
Newco. At any time after to the second anniversary of the date hereof each share
of Preferred Stock may be converted into shares of Common Stock at a one-for-one
ratio, subject to adjustment for stock splits, stock dividends and similar
events. The Preferred Stock and the Common Stock rank pari passu with respect to
the payment of dividends, which shall be paid to the holders thereof on a pro
rata basis. Upon any liquidation, dissolution or winding up of Newco or the sale
of substantially all of the assets of Newco, or the merger of Newco with and
into another Person, the Preferred Stock shall rank prior to the Common Stock
and the holders of Preferred Stock shall be entitled to be paid, prior to any
distribution to any holders of Common Stock, an amount in cash equal the
aggregate purchase price paid by the Stockholders for the Preferred Stock,
pursuant to Clause 4.41 hereof.

                                   CLAUSE 22

                                CONFIDENTIALITY

22.1   The Parties and/or Newco acknowledge and agree that it may be necessary,
       from time to time, to disclose to each other confidential and/or
       proprietary information, including without limitation, inventions, works
       of authorship, trade secrets, specifications, designs, data, know-how and
       other information, relating to the Combined Fields, the Products, present
       or future products, the Newco Intellectual Property, the Elan
       Intellectual Property or the Sheffield Intellectual Property, as the case
       may be, methods, compounds, research

                                     -37-
<PAGE>

         projects, work in process, services, sales suppliers, customers,
         employees and/or business of the disclosing Party, whether in oral,
         written, graphic or electronic form (collectively "Confidential
         Information").

22.2     Any Confidential Information revealed by a Party to another Party shall
         be maintained as confidential and shall be used by the receiving Party
         exclusively for the purposes of fulfilling the receiving Party's rights
         and obligations under this Agreement, and for no other purpose.
         Confidential Information shall not include:

         22.2.1   information that is generally available to the public;

         22.2.2   information that is made public by the disclosing Party;

         22.2.3   information that is independently developed by the receiving
                  Party, as evidenced by such Party's records, without the aid,
                  application or use of the disclosing Party's Confidential
                  Information;

         22.2.4   information that is published or otherwise becomes part of the
                  public domain without any disclosure by the receiving Party,
                  or on the part of the receiving Party's directors, officers,
                  agents, representatives or employees;

         22.2.5   information that becomes available to the receiving Party on a
                  non-confidential basis, whether directly or indirectly, from a
                  source other than the disclosing Party, which source did not
                  acquire this information on a confidential basis; or

         22.2.6   information which the receiving Party is required to disclose
                  pursuant to:

                  (i)      a valid order of a court or other governmental body
                           or any political subdivision thereof or as otherwise
                           required by law, rule or regulation; or

                  (ii)     other requirement of law;

provided, however, that if the receiving Party becomes legally required to
disclose any Confidential Information, the receiving Party shall give the
disclosing Party prompt notice of such fact so that the disclosing Party may
obtain a protective order or confidential treatment or other appropriate remedy
concerning any such disclosure. The receiving Party shall fully co-operate with
the disclosing Party in connection with the disclosing Party's efforts to obtain
any such order or other remedy. If any such order or other remedy does not fully
preclude disclosure, the receiving Party shall make such disclosure only to the
extent that such disclosure is legally required; or

         22.2.7   information which was already in the possession of the
                  receiving Party at the time of receiving such information, as
                  evidenced by its records, provided such information was not
                  previously provided to the receiving party from a source which
                  was under an obligation to keep such information confidential;
                  or

         22.2.8   information that is the subject of a written permission to
                  disclose, without restriction or limitation, by the disclosing
                  Party.

                                      -38-
<PAGE>

22.3     Each Party agrees to disclose Confidential Information of another Party
         only to those employees, representatives and agents requiring knowledge
         thereof in connection with their duties directly related to the
         fulfilling of the Party's obligations under this Agreement, so long as
         such persons are under an obligation of confidentiality no less
         stringent than as set forth herein. Each Party further agrees to inform
         all such employees, representatives and agents of the terms and
         provisions of this Agreement and their duties hereunder and to obtain
         their consent hereto as a condition of receiving Confidential
         Information. Each Party agrees that it will exercise a reasonable
         degree of care and protection to preserve the proprietary and
         confidential nature of the Confidential Information disclosed by a
         Party. Each Party agrees that it will, upon request of another Party,
         return all documents and any copies thereof containing Confidential
         Information belonging to or disclosed by such other Party. Each Party
         shall promptly notify the other Parties upon discovery of any
         unauthorized use or disclosure of the other Parties' Confidential
         Information.

22.4     Notwithstanding the above, each Party may use or disclose Confidential
         Information disclosed to it by another Party to the extent such use or
         disclosure is reasonably necessary in filing or prosecuting patent
         applications, prosecuting or defending litigation, complying with
         patent applications, prosecuting or defending litigation, complying
         with applicable governmental regulations or otherwise submitting
         information to tax or other governmental authorities, conducting
         clinical trials, or granting a permitted sub-license or otherwise
         exercising its rights hereunder; provided, that if a Party is required
         to make any such disclosure of the other Party's Confidential
         Information, other than pursuant to a confidentiality agreement, such
         Party shall inform the third party recipient of the terms and
         provisions of this Agreement and their duties hereunder and shall
         obtain their commitment to abide by the confidentiality provisions of
         this Clause 22 as a condition of releasing to the third party recipient
         the Confidential Information.

22.5     Any breach of this Clause 22 by any employee, representative or agent
         of a Party is considered a breach by the Party itself.

22.6     The provisions relating to confidentiality in this Clause 22 shall
         remain in effect during the Term and for a period of seven years
         following the termination of this Agreement.

22.7     The Parties agree that the obligations of this Clause 22 are necessary
         and reasonable in order to protect the Parties' respective businesses,
         and each Party expressly agrees that monetary damages would be
         inadequate to compensate a Party for any breach by the other Party of
         its covenants and agreements set forth herein. Accordingly, the Parties
         agree and acknowledge that any such violation or threatened violation
         will cause irreparable injury to a Party and that, in addition to any
         other remedies that may be available, in law or in equity or otherwise,
         any Party shall be entitled to obtain injunctive relief against the
         threatened breach of the provisions of this Clause 22, or a
         continuation of any such breach by the other Party, specific
         performance and other equitable relief to redress such breach together
         with its damages and reasonable counsel fees and expenses to enforce
         its rights hereunder, without the necessity of proving actual or
         express damages.

                                      -39-
<PAGE>

                                   CLAUSE 23

                                     COSTS

22.1     Each Stockholder shall bear its own legal and other costs incurred in
         relation to preparing and concluding this Agreement and the Transaction
         Documents.

22.2     All other costs, legal fees, registration fees and other expenses
         relating to the transactions contemplated hereby, including the costs
         and expenses incurred in relation to the incorporation of Newco, shall
         be borne by Newco.


                                   CLAUSE 24

                                    GENERAL

24.1     Good Faith:

         Each of the Parties hereto undertakes with the others to do all things
         reasonably within its power that are necessary or desirable to give
         effect to the spirit and intent of this Agreement.

24.2     Further Assurance:

         At the request of any of the Parties, the other Party or Parties shall
         (and shall use reasonable efforts to procure that any other necessary
         parties shall) execute and perform all such documents, acts and things
         as may reasonably be required subsequent to the signing of this
         Agreement for assuring to or vesting in the requesting Party the full
         benefit of the terms hereof.

24.3     No Representation:

         Each of the Parties hereto hereby acknowledges that in entering into
         this Agreement it has not relied on any representation or warranty
         except as expressly set forth herein or in any document referred to
         herein.

24.4     Force Majeure:

         Neither Party to this Agreement shall be liable for delay in the
         performance of any of its obligations hereunder if such delay is caused
         by or results from causes beyond its reasonable control, including
         without limitation, acts of God, fires, strikes, acts of war (whether
         war be declared or not), insurrections, riots, civil commotions,
         strikes, lockouts or other labor disturbances or intervention of any
         relevant government authority, but any such delay or failure shall be
         remedied by such Party as soon as practicable.

                                      -40-
<PAGE>

24.5     Relationship of the Parties:

         Nothing contained in this Agreement is intended or is to be construed
         to constitute Elan/EIS and Sheffield as partners, or Elan/EIS as an
         employee or agent of Sheffield, or Sheffield as an employee or agent of
         Elan/EIS.

         No Party hereto shall have any express or implied right or authority to
         assume or create any obligations on behalf of or in the name of another
         Party or to bind another Party to any contract, agreement or
         undertaking with any third Party.

24.6     Counterparts:

         This Agreement may be executed in any number of counterparts, each of
         which when so executed shall be deemed to be an original and all of
         which when taken together shall constitute this Agreement.

24.7     Notices:

         Any notice to be given under this Agreement shall be sent in writing by
         registered or recorded delivery post or reputable overnight courier
         such as Federal Express or telecopied to:

         Elan/EIS at:

         Lincoln House, Lincoln Place, Dublin 2, Ireland
         Attention:      Vice President & General Counsel
                         Elan Pharmaceutical Technologies,
                         a division of Elan Corporation, plc
         Telephone:      353-1-709-4000
         Fax:            353-1-709-4124

         and

         Elan International Services, Ltd.
         102 St. James Court
         Flatts, Smiths FL04
         Bermuda
         Attention:  President
         Telephone:  441-292-9169
         Fax:  441-292-2224

                                      -41-
<PAGE>

         Sheffield at:

         Sheffield Pharmaceuticals Inc.
         425 South Woodsmill Road
         St. Louis, MO 63017
         Attention:  President
         Telephone:  314-579-9899
         Fax:  314-579-9799

         and

         3136 Winton Road, Suite 306
         Rochester, NY 14623
         Attention:  Chairman
         Telephone:  716-292-0310
         Fax:  716-292-0522

         with a copy to:

         Daniel J. Gallagher, Esq.
         Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
         505 Park Avenue
         New York, NY 10022
         Telephone:  212-753-7200
         Fax:  212-935-1787

         Newco at:

         102 St. James Court
         Flatts, Smiths FL04
         Bermuda
         Attention:   Secretary
         Telephone:   441-292-9169
         Fax:         441-292-2224

         and to

         Clarendon House
         2 Church St.
         Hamilton, Bermuda

         or to such other address(es) as may from time to time be notified by
         any Party to the others hereunder.

                                      -42-
<PAGE>

         Any notice sent by mail shall be deemed to have been delivered within
         three Business Days after dispatch or delivery to the relevant courier
         and any notice sent by telecopy shall be deemed to have been delivered
         upon confirmation of receipt. Notices of change of address shall be
         effective upon receipt. Notices by telecopy shall also be sent by
         another method permitted hereunder.

24.8     Governing Law; Arbitration

         24.8.1.  This Agreement shall be governed by and construed in
                  accordance with the laws of the State of New York.

         24.8.2.  The Parties will attempt in good faith to resolve any dispute
                  arising out of or relating to this Agreement promptly by
                  negotiation between executives of the Parties. In the event
                  that such negotiations do not result in a mutually acceptable
                  resolution, the Parties agree to consider other dispute
                  resolution mechanisms including mediation.

         24.8.3   Any dispute under this Agreement which is not settled by
                  mutual consent under Clause 24.8.2 shall be finally settled by
                  binding arbitration, conducted in accordance with the
                  Commercial Arbitration Rules of the American Arbitration
                  Association by one arbitrator appointed in accordance with
                  said rules. Such arbitrator shall be reasonably satisfactory
                  to each of the Parties; provided, that if the Parties are
                  unable to agree upon the identity of such arbitrator within 15
                  days of demand by either Party, then either Party shall have
                  the right to petition a presiding justice of the Supreme Court
                  of New York, New York County, to appoint an arbitrator.

                  The arbitration shall be held in New York, New York and the
                  arbitrator shall be an independent expert in pharmaceutical
                  product development and marketing (including clinical
                  development and regulatory affairs).

                  The arbitrator shall determine what discovery will be
                  permitted, consistent with the goal of limiting the cost and
                  time which the Parties must expend for discovery; provided the
                  arbitrator shall permit such discovery as they deem necessary
                  to permit an equitable resolution of the dispute.

                  Any written evidence originally in a language other than
                  English shall be submitted in English translation accompanied
                  by the original or a true copy thereof.

                  The costs of the arbitration, including administrative and
                  arbitrators' fees, shall be shared equally by the Parties and
                  each Party shall bear its own costs and attorneys' and
                  witness' fees incurred in connection with the arbitration.

                                     -43-
<PAGE>

                  In rendering judgement, the arbitrator shall be instructed by
                  the Parties that he shall be permitted to select solely from
                  between the proposals for resolution of the relevant issue
                  presented by each Party, and not any other proposal.

                  A disputed performance or suspended performances pending the
                  resolution of the arbitration must be completed within 30 days
                  following the final decision of the arbitrators or such other
                  reasonable period as the arbitrators determine in a written
                  opinion.

                  Any arbitration under this Agreement shall be completed within
                  one year from the filing of notice of a request for such
                  arbitration.

                  The arbitration proceedings and the decision shall not be made
                  public without the joint consent of the Parties and each Party
                  shall maintain the confidentiality of such proceedings and
                  decision unless otherwise permitted by the other Party.

                  The Parties agree that the decision shall be the sole,
                  exclusive and binding remedy between them regarding any and
                  all disputes, controversies, claims and counterclaims
                  presented to the arbitrators. Application may be made to any
                  court having jurisdiction over the Party (or its assets)
                  against whom the decision is rendered for a judicial
                  recognition of the decision and an order of enforcement.

24.9     Severability:

         If any provision in this Agreement is agreed by the Parties to be,
         deemed to be or becomes invalid, illegal, void or unenforceable under
         any law that is applicable hereto, such provision will be deemed
         amended to conform to applicable laws so as to be valid and enforceable
         or, if it cannot be so amended without materially altering the
         intention of the Parties, it will be deleted, with effect from the date
         of such agreement or such earlier date as the Parties may agree, and
         the validity, legality and enforceability of the remaining provisions
         of this Agreement shall not be impaired or affected in any way.

24.10    Amendments:

         No amendment, modification or addition hereto shall be effective or
         binding on any Party unless set forth in writing and executed by a duly
         authorized representative of all Parties.

24.11    Waiver:

         No waiver of any right under this Agreement shall be deemed effective
         unless contained in a written document signed by the Party charged with
         such waiver, and no waiver of any breach or failure to perform shall be
         deemed to be a waiver of any future breach or failure to perform or of
         any other right arising under this Agreement.

                                     -44-
<PAGE>

24.12    Assignment:

         None of the Parties shall be permitted to assign its rights or
         obligations hereunder without the prior written consent of the other
         Parties except as follows (in which case, written notice shall be
         delivered by the assigning Party to the other Parties):

         24.12.1  Elan, EIS and/or Sheffield shall have the right to assign
                  their rights and obligations hereunder to their Affiliates
                  provided, however, that such assignment does not result in
                  adverse tax consequences for any other Parties.

         24.12.2  Elan and EIS shall have the right to assign their rights and
                  obligations hereunder to any Affiliate. Each assignee must
                  comply with the representations and warranties in clause 3.5
                  hereof.

24.13    Whole Agreement/No Effect on Other Agreements:

         This Agreement (including the Schedules attached hereto) and the
         Transaction Documents set forth all of the agreements and
         understandings between the Parties with respect to the subject matter
         hereof, and supersedes and terminates all prior agreements and
         understandings between the Parties with respect to the subject matter
         hereof. There are no agreements or understandings with respect to the
         subject matter hereof, either oral or written, between the Parties
         other than as set forth in this Agreement and the Transaction
         Documents.

         In the event of any ambiguity or conflict arising between the terms of
         this Agreement and those of the Newco Bye-Laws, the terms of this
         Agreement shall prevail, except with respect to Clause 21, in which
         case the terms of the Newco Bye-laws shall govern.

         No provision of this Agreement shall be construed so as to negate,
         modify or affect in any way the provisions of any other agreement
         between any of the Parties unless specifically referred to, and solely
         to the extent provided herein. In the event of a conflict between the
         provisions of this Agreement and the provisions of the License
         Agreements, the terms of this Agreement shall prevail unless this
         Agreement specifically provide otherwise.

24.14    Successors:

         This Agreement shall be binding upon and inure to the benefit of the
         Parties hereto, their successors and permitted assigns.

                                     -45-
<PAGE>

                                  SCHEDULE 1

                            ELAN LICENSE AGREEMENT
<PAGE>

                                  SCHEDULE 2

                          SHEFFIELD LICENSE AGREEMENT
<PAGE>

                                  SCHEDULE 3

                       TECHNOLOGICAL COMPETITORS OF ELAN


[REDACTED]
<PAGE>

                                  SCHEDULE 4

                    TECHNOLOGICAL COMPETITORS OF SHEFFIELD


[REDACTED]
<PAGE>

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
first set forth above.

                                          SIGNED


                                          BY:/s/
                                             -----------------------------------
                                          for and on behalf of
                                          ELAN PHARMA INTERNATIONAL LTD.
                                          in the presence of:__________________

                                          SIGNED

                                          BY:/s/
                                             -----------------------------------
                                          for and on behalf of
                                          ELAN INTERNATIONAL SERVICES, LTD.
                                          in the presence of:__________________

                                          SIGNED

                                          BY:/s/
                                             -----------------------------------
                                          for and on behalf of
                                          SHEFFIELD PHARMACEUTICALS, INC.
                                          in the presence of:__________________

                                          SIGNED

                                          BY:/s/
                                             -----------------------------------
                                          for and on behalf of
                                          SHEFFIELD NEWCO, LTD.
                                          in the presence of:__________________