ASSET PURCHASE AGREEMENT





         AGREEMENT dated as of March 18, 2003 between Life Medical Sciences,

Inc., a Delaware corporation with an address at P.O. Box 219, Little Silver, New

Jersey 07739 ("BUYER"), Phairson Medical Limited, a United Kingdom company, and

Phairson Medical, Inc., a Delaware corporation, each with an address at Russell

Bedford House, City Forum, 250 City Road, London EC1V 2QQ United Kingdom

(Phairson Medical Limited and Phairson Medical, Inc. being collectively referred

to herein as, "SELLER").



         WHEREAS, the Seller wishes to sell to the Buyer all of the assets of

the Seller related to the Seller's polymer-based technology and related

activities (the "Business") on the terms set forth in this Agreement and the

Buyer wishes to buy such assets on the terms set forth in this Agreement.



         NOW, THEREFORE, in consideration of the representations, warranties,

covenants and agreements herein contained, the parties hereto agree as follows:



                                   ARTICLE I



                                  DEFINITIONS



         1.01. DEFINITIONS. The following terms, as used herein, have the

following meanings:



         "AFFILIATE" means, with respect to any Person, any Person directly or

indirectly controlling, controlled by, or under common control with such other

Person.



         "CONVEYANCE DOCUMENTS" means (i) an assignment of the Patent

Applications in the form attached hereto on EXHIBIT A, (ii) a Bill of Sale, in

the form attached hereto as EXHIBIT B, conveying, among other things, the

Intellectual Property Rights from Seller to Buyer and (iii) an assignment and

amendment agreement in the form attached hereto as EXHIBIT C, relating to the

License Agreement.



         "CLOSING" means the transaction in which the title to the Purchased

Assets is transferred from Seller to Buyer and the Purchase Price is paid by

Buyer to Seller.



         "CLOSING DATE" means the date of the Closing.



         "GOVERNMENTAL AUTHORITY" means any government, court, regulatory or

administrative agency or commission, or other governmental authority, agency or

instrumentality, whether federal, state or local (domestic or foreign),

including, without limitation, the U.S. Patent and Trademark Office (the "PTO")

and the U.S. National Institutes of Health.



         "INTELLECTUAL PROPERTY RIGHTS" means patents, trademarks, tradenames,

service marks, service mark registrations, service names, copyrights,

applications for any of the foregoing rights, inventions, know-how, licenses,

trade secrets or other intellectual property rights of Seller, whether now owned

by or licensed to the Seller, or otherwise acquired by the Seller prior to the

Closing Date, and relating to the Business or which may be used to commercialize

the rights claimed by a Patent or Patent Application.



         "LICENSE AGREEMENT" means the license agreement listed on Schedule

1.01(b) hereto.



         "LIEN" means any mortgage, lien, pledge, charge, security interest or

encumbrance of any kind.



         "MATERIAL ADVERSE EFFECT" means, with respect to any Person, a material

adverse effect on the business, financial condition or results of operations of

such Person.





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         "PATENT OR PATENT APPLICATION" means the patent applications listed on

Schedule 1.01(a) hereto, and any and all patent applications or continuation,

continuation-in-part, or divisional applications which claim priority thereto,

and any patents issuing from any of the foregoing, and any extensions, reissues,

re-examinations, renewals, substitutions related to any of the foregoing

(including without limitation remedies against infringements thereof and rights

of protection of an interest therein under the laws of all jurisdictions) and

any and all foreign counterparts of any of the foregoing, and all documentation,

notes or other materials of Seller with respect to the foregoing (the "PATENT

DOCUMENTATION").



         "PERSON" means an individual, corporation, partnership, association,

trust or other entity or organization, including a government or political

subdivision or an agency or instrumentality thereof.



         "PURCHASED ASSETS" means the Intellectual Property Rights including

without limitation the Patents and Patent Applications and the License

Agreement, as well as all books, records, files and data of the Seller relating

to the Business.



          "SHARES" shall mean those shares of common stock, par value $.001 per

share, of the Buyer to be issued by Buyer to Seller pursuant to the term and

conditions of this Agreement.



         "VALID CLAIM" means a claim included in a Patent or Patent Application

which is actively being prosecuted or which is included in an unexpired United

States or foreign patent which issues from a Patent Application and which shall

not have been withdrawn, canceled or disclaimed, nor held invalid by a court of

competent jurisdiction in an unappealed or unappealable decision.



                                   ARTICLE II



                                PURCHASE AND SALE



         2.01. PURCHASE AND SALE. Upon the terms and subject to the conditions

of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to

sell, transfer, assign and deliver, or cause to be sold, transferred, assigned

and delivered, to Buyer at Closing, free and clear of all Liens, all of Seller's

right, title and interest throughout the world, in and to the Purchased Assets.



         2.02. PURCHASE PRICE. The purchase price (the "PURCHASE PRICE") for the

Purchased Assets is six million eight hundred and ninety five thousand five

hundred and sixty one (6,895,561) Shares (as the same may be adjusted for any

stock-splits, stock dividends and the like after the date hereof up to the

Closing Date). At the Closing, Buyer shall deliver to the Seller certificates

evidencing the Shares in such allocation among the Seller parties as they shall

request.



         2.03. CLOSING. The Closing of the purchase and sale of the Purchased

Assets hereunder shall take place at a mutually agreeable location as soon as

reasonably practicable following satisfaction of all of the conditions set forth

in Sections 2.04 and 2.05 hereof, or at such other time as Buyer and Seller may

agree. At the Closing,



               (a) Buyer shall pay the Purchase Price to Seller in accordance

with the terms of Section 2.02 hereof.



               (b) Buyer and Seller shall execute and deliver the Conveyance

Documents to which each is a party.



               (c) Buyer and Seller shall cause to be delivered and addressed to

the other an opinion of their respective counsel as to such matters as the

parties shall mutually agree.



                                      -2-



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               (d) Buyer and Seller shall execute and deliver all such other

instruments, documents and certificates as may be requested by the other party

that are reasonably necessary for the consummation at the Closing of the

transactions contemplated by this Agreement.



         2.04. BUYER CLOSING CONDITIONS. The Buyer's obligation to close shall

be subject to the following conditions, any one or more of which may be waived

by the Buyer: (a) Seller shall have executed and delivered the documents

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