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                                                                    Exhibit 10.3

                            CONFIDENTIALITY AGREEMENT

         THIS IS A CONFIDENTIALITY AGREEMENT (the "Agreement"), dated as of
August 24, 2000 (the "Effective Date"), among West Pharmaceutical Services,
Inc., a Pennsylvania corporation, ("West") with offices at 101 Gordon Drive,
Lionville, PA, 19341, and its wholly owned subsidiaries West Pharmaceutical
Services Drug Delivery & Clinical Research Centre Ltd., a corporation organized
under the laws of England and Wales, ("West/Nottingham") with offices at Albert
Einstein Centre, Highfields Science Park, Nottingham, NG7 2TN, United Kingdom,
and West Pharmaceutical Services Lakewood, Inc., a Delaware corporation with
offices at 1200 Paco Way, Lakewood, New Jersey 08701 ("West/Lakewood");
Paramount Capital Investments, LLC, a New York limited liability corporation,
("Paramount") with offices at 787 Seventh Avenue, New York, New York 10019, and
Innovative Drug Delivery Systems, Inc., a Delaware corporation, ("IDDS") with
offices at 787 Seventh Avenue, New York, New York 10019. Each Party hereto may
be referred to herein as a "Party" or collectively as "Parties."

                                   Background

         West (directly and through its subsidiaries) is engaged in, among other
things, the research and development of novel means of delivering pharmaceutical
compounds using its patented and proprietary drug-delivery technology. IDDS
desires to conduct and fund further research and development activities with
respect to West's technology with a view toward commercialization of certain
identified products for the treatment of pain in humans and animals (the
"Projects"). To this end IDDS, West and West/Nottingham have entered into a
License Agreement (the "License Agreement") dated as of the Effective Date, and
the Parties intend to enter into other agreements in the future relating to the
Projects.

         In connection with these agreements and the activities conducted under
them, it will be necessary for the parties to disclose to the others certain
confidential and proprietary information. The parties wish to enter into this
Agreement to govern the treatment of Confidential Information (as defined
herein) relating to the Projects.

                                    Agreement

         Accordingly, intending to be legally bound, the Parties agree as
follows:

 1.  As used in this Agreement, the term "Confidential Information" means
     information that any Party desires to maintain as confidential or secret,
     which is supplied or provided to any other Party, including without
     limitation scientific, clinical, regulatory, marketing, financial and
     commercial information, data or results, whether communicated in writing or
     by other means (including orally or by visual observation of a Party's
     facilities or processes, if confirmed in writing within 30 days).
     Confidential Information shall include without limitation any confidential
     portions of Background IP and Program IP (as such terms are defined in the
     License Agreement).

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 2.  Each Party will keep all Confidential Information confidential and use
     Confidential Information only for the purposes of the Projects and not
     for the benefit of any third party. Without the prior written consent
     of the disclosing Party, no Party will analyze, have analyzed or
     otherwise attempt to determine the composition or structure of any
     samples, nor disclose any Confidential Information to any third party
     other than its directors, officers and employees who need to know the
     Confidential Information for the purpose stated above; provided, that a
     receiving Party may disclose Confidential Information to third parties
     where (a) it is necessary and appropriate to further the purposes of
     the Projects and the development, commercialization and sale of
     products to the benefit of the disclosing Party, and (b) before such
     disclosure such third party enters into a written agreement which
     provides that such Confidential Information shall be held confidential
     and not disclosed or used for any purpose other than as set forth
     herein, such written agreement to contain terms and conditions no less
     stringent than those of this Agreement.

 3.  All written disclosures of Confidential Information considered
     confidential by the disclosing Party shall bear the notation
     "Confidential." All non-written disclosures of Confidential Information
     shall be confirmed by the disclosing Party in writing as being
     confidential within thirty (30) days following the non-written
     disclosure. The written confirmation shall identify the particular
     Confidential Information, state that it is considered confidential, and
     shall be addressed to the persons who received such non-written
     disclosures.

 4.  Each person who receives Confidential Information shall be informed that
     the Confidential Information is considered confidential and shall have
     agreed to be bound by the terms and conditions of this Agreement. Each
     Party shall ensure that Confidential Information is not used or
     disclosed except as permitted by this Agreement and shall be
     responsible for any breach of this Agreement by its directors, officers
     or employees.

 5.  The receiving Party shall take all reasonable steps, including, but not
     limited to, those steps taken to protect its own information, data or
     other tangible or intangible property that it regards as proprietary or
     confidential, to insure that the Confidential Information is not
     disclosed or duplicated for the use of any third party. The receiving
     Party shall also take all reasonable steps to prevent its employees, or
     any others having access to the Confidential Information, from
     disclosing or making unauthorized use of any Confidential Information,
     or from committing any acts or omissions that may result in a violation
     of this Agreement. The receiving Party shall indemnify the disclosing
     Party for any breach of this Agreement by its employees or the
     employees of its affiliates or sublicensees.

 6.  All Confidential Information shall remain the property of the disclosing
     Party, except for analysis, studies or other documents prepared by or
     for the receiving Party. Upon the written request of the disclosing
     Party (a) all tangible Confidential Information (including all copies
     thereof), except analyses, studies and other documents prepared by or
     for the benefit of the receiving Party, shall be promptly returned to
     the disclosing Party, and (b) all analyses, studies and other documents
     prepared by or for the benefit of the receiving Party (including all
     copies thereof) which are within the definition of Confidential
     Information shall be destroyed; provided, however, that the receiving
     Party may retain one copy of such Confidential Information for its
     records to ensure compliance hereunder.


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 7.  The obligations of confidentiality and non-use set forth in this Agreement
     shall not apply to any portion of the Confidential Information which:

     7.1. is or becomes available to the general public other than through the
          act or default of any Party or its agents;

     7.2. is obtained by a Party from a third party who (i) is rightfully in
          possession of the Confidential Information and (ii) does not violate
          any obligation of confidentiality or non-use by disclosing such
          Confidential Information;

     7.3. is in the receiving Party's possession prior to disclosure by the
          disclosing Party;

     7.4. is independently developed by a Party without use of or access to
          any other Party's Confidential Information; or

     7.5. is disclosed by a Party pursuant to a requirement of law, provided
          that such receiving Party has complied with the provisions of
          paragraph 8 below.

 8.  If a Party is requested or required by any legal process (such as
     deposition, interrogatories, requests for information, documents or
     admissions, subpoenas, or the like) to disclose any other Party's
     Confidential Information, the receiving Party will immediately notify the
     disclosing Party. The disclosing Party may seek an appropriate protective
     order and/or waive the receiving Party's obligation to comply with this
     Agreement. The receiving Party will fully cooperate with all efforts to
     obtain any such order or other remedy. If no protective order is obtained
     and the recipient has not received a waiver hereunder before one (1)
     business day prior to the time the recipient must disclose Confidential
     Information or else stand liable for contempt or suffer other sanction or
     penalty, the receiving Party may disclose to the minimum extent legally
     required the requested Confidential Information; the receiving Party will
     use its best efforts to have such disclosed Confidential Information
     treated as confidential.

 9.  Except with the written consent of the other Party, other than as permitted
     by paragraph 2 above neither Party will disclose to any third party (a)
     that Confidential Information has been made available or that discussions
     or negotiations may be taking place among the Parties with respect to the
     Projects, or (b) the terms, conditions, status or other aspects of any such
     negotiations, whether pending or concluded, among the Parties.

 10. Nothing herein shall be construed as giving any Party any right, title or
     interest in or ownership of any other Party's Confidential Information.
     With respect to any Confidential Information which is or becomes public
     information or is now or hereafter becomes covered by any patent, each
     Party's rights with respect thereto shall be subject to all rights of the
     patent owner and/or licensee.

 1l. Specific information disclosed as part of Confidential Information shall
     not be considered available to the general public or in the prior
     possession of recipient merely because it is embraced by more general
     information available to the general public or in the prior possession of
     any Party.


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 12. Publication. In the event a Party chooses to publish any data relating to
     the technology disclosed hereunder (including without limitation the
     submission of such proposed publication to a journal, editor, selection or
     review committee or other person for a conference, symposium or other
     public meeting, or other third person), the publishing Party shall, at
     least four weeks in advance of any such publication, submit to the other
     Parties for review the text of any such proposed oral or written
     publication, including any abstract. The other Party may request in writing
     further delay of the proposed publication for up to an additional three
     months for purposes of allowing either Party to complete development
     necessary for filing a patent application and to file such a patent
     application. The terms of this Section shall not supersede the obligations
     of confidentiality set forth in this Agreement.

 13. Publicity. Neither West, West/Nottingham or West/Lakewood, on the one hand,
     nor Paramount or IDDS, on the other hand, shall issue any press release or
     other public statement, or any communication or response to a third Party,
     whether oral or written, disclosing the existence of this Agreement or any
     other agreement or information or activity relating to the activities among
     the Parties without the prior written consent of the other Party, which
     shall not be unreasonably withheld or delayed; provided, however, that no
     Party will be prevented from complying with any duty of disclosure it may
     have pursuant to law or governmental regulation, in which case, the
     disclosing Party shall provide the other Party reasonable prior written
     notice of such required disclosure.

 14. Use of Names. Neither West, West/Nottingham or West/Lakewood, on the one
     hand, nor Paramount or IDDS, on the other hand, will, without the prior
     written consent of the other Party, use the name or any trademark or trade
     name owned by the other Party, or owned by an affiliate of the other Party,
     in any publication, publicity, advertising or otherwise, except where
     required by law.

 15. The Parties recognize and acknowledge the competitive value and
     confidential nature of the other's Confidential Information and the
     irreparable damage that could result if Confidential Information is
     disclosed in violation of this Agreement. Each Party may institute
     appropriate proceedings to enforce its rights hereunder. The Parties
     acknowledge and agree that money damages would not be a sufficient remedy
     for any violation of this Agreement and, accordingly, either Party shall be
     entitled, in addition to any monetary damages, to specific performance and
     injunctive relief as remedies for any violation of this Agreement. These
     remedies shall not be exclusive but shall be in addition to all other
     remedies available at law or in equity.

 16. This Agreement constitutes the entire agreement among the Parties and
     supersedes and replaces all prior discussions, agreements and rights
     relating to the subject matter hereof The Parties agree that all
     Confidential Information disclosed between the Parties under the
     Confidentiality Agreement between West and Paramount dated August 31, 1999
     shall be considered Confidential Information covered by the terms of this
     Agreement.

 17. This Agreement may be amended only by a written instrument signed by the
     Parties.


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 18. This Agreement may not be assigned by any Party without the prior written
     consent of the other Parties, provided however, that either Party may,
     without such consent, assign this Agreement and its rights and obligations
     hereunder to its Affiliates or in connection with the transfer or sale of
     all or substantially all of its business, or in the event of its merger or
     consolidation or change in control or similar transaction. Any purported
     assignment in violation of the preceding sentence: shall be void. Any
     permitted assignee shall assume all obligations of its assignor under this
     Agreement.

 19. This Agreement, and, any interpretation, dispute or controversy arising out
     of this Agreement, shall be governed by and construed in accordance with
     the laws of the Commonwealth of Pennsylvania, U.S.A., without regard to the
     conflicts of laws principles thereof.

 20. Any waiver by any Party of any provision of this Agreement shall not be
     construed or deemed to be a waiver of any other provision of this Agreement
     of a waiver of any subsequent breach of the same provision.

 21. This Agreement has been executed by each Party's authorized signatory.

 22. This Agreement shall be binding upon and enforceable by the Parties and
their successors and permitted assigns until the date five (5) years after the
expiration of the License Agreement.

INNOVATIVE DRUG DELIVERY SYSTEMS,           PARAMOUNT CAPITAL INVESTMENTS, LLC.
INC.


By:  /s/ Mark C. Rogers                     By:  /s/ Lindsay A. Rosenwald
   ---------------------------------           ---------------------------------
Name: Mark C. Rogers, M.D., Chairman           Lindsay A. Rosenwald, M.D.,
                                               Chairman




WEST PHARMACEUTICAL SERVICES, INC.          WEST PHARMACEUTICAL SERVICES DRUG
                                            DELIVERY & CLINICAL RESEARCH CENTRE,
                                            LTD.




By:   /s/ Donald E. Morel                   By:  /s/ Donald E. Morel
    --------------------------------           ---------------------------------
    Donald E. Morel, Division President,       Donald E. Morel, Chairman
    Drug Delivery Systems



WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC.


By:   /s/ Robert S. Hargesheimer
    ---------------------------------
    Robert S. Hargesheimer, General Manager


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