EARN OUT AGREEMENT



This EARN OUT AGREEMENT, made and entered into this 25/th/ day of April, 1994,

by and between Whitby, Inc. ("Whitby"), a Virginia Corporation with offices

located at 1211 Sherwood Avenue, Richmond, Virginia 23261 and Discovery

Therapeutics, Inc. ("Discovery"), a Delaware corporation with offices located at

911 East Leigh Street, Richmond, Virginia 23219.



Whereas, Discovery has agreed to pay Whitby as additional compensation for the

purchase of the Capital Stock of Whitby Research, Inc. ("Whitby Research") a

percentage of royalties and other compensation for certain Patents and Know-How.



NOW, THEREFORE, in consideration of the promises, representations and conditions

herein contained, the parties hereto agree as follows:



ARTICLE I.  ASSETS SUBJECT TO THE EARN OUT AGREEMENT

----------------------------------------------------



Section 1.01



The following compounds, processes, formulations and products are subject to the

Earn Out Agreement:



(a)    The compounds, processes, formulations and/or products covered by the

Patents and/or Know-How of Whitby Research as of the date of the closing of the

sale of the Whitby Research, Inc. stock including (i) all Patents, Patent

applications and Patent applications in preparation, (ii) compounds synthesized

by or for Whitby Research as listed in the Compound Library and (iii) molecules

not currently in the Compound Library but covered by one or more Patents or

Know-How are subject to this Earn Out Agreement.



(b)    The Compound Library shall consist of three categories:



       Category I    Compounds included in approved INDs.



       Category II   Compounds for which data on functional pharmacology (whole

                     tissue assay) has been obtained.



       Category III  All other compounds in the library.



Discovery acknowledges and agrees that the Compounds and Patents listed in

Appendix A and B of this Agreement is the entire list of such compounds and

patents delivered to Discovery pursuant to the Purchase Agreement dated April

25, 1994, by and between Whitby and Discovery ("Purchase Agreement") and that no

other compounds or patents are required to be delivered by Whitby, Inc. to

Discovery.



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Confidential treatment has been requested for portions of this exhibit. The copy

filed herewith omits the information subject to the confidentiality request.

Omissions are designated as *. A complete version of this exhibit has been filed

separately with the Securities and Exchange Commission.

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<PAGE>



(c)  "Know-How" shall mean the formulation, methods of administration,

specifications, data and information relating to clinical, pharmacological,

toxicological, analytical and/or other tests and studies transferred to

Discovery, as well as all other information or data disclosed to Discovery

pursuant to the Purchase Agreement.



(d)  "Patents" shall mean all patents, patent applications and patent

applications in preparation that were transferred to Discovery pursuant to the

Purchase Agreement and listed in Appendix B.



ARTICLE II.  COMPENSATION

--------------------------



Section 2.01



(a)   Discovery Therapeutics will remit or will cause Whitby Research to remit

to Whitby, Inc. a portion of any payment received for products or processes

using the Patents and/or Know-How of Whitby Research listed in Article I of this

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