Preview | Governance Agreement |

This Governance Agreement (this Agreement) is made as of , 2002, by and among Novitron International, Inc., a Delaware corporation (the Company), Randal J. Kirk (Kirk), RJK, L.L.C., a Virginia limited liability company (RJK), Kirkfield, L.L.C., a Virginia limited liability company (Kirkfield), Zhong Mei, L.L.C., a Virginia limited liability company (Zhong Mei and, collectively with Kirk, RJK and Kirkfield, KSG), Israel M. Stein (IMS) and Ellen Z. Stein (EZS and, together with IMS, SSG).

WHEREAS, the Company, Spectran Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Subsidiary), Landmark Scientific, Inc. (Landmark) and Kirk, as Stockholders Representative have entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of August 21, 2002, providing for the merger of Merger Subsidiary with and into Landmark (the Merger) upon the terms and subject to the conditions of the Merger Agreement and whereby each issued and outstanding share of Landmark common stock, subject to certain exceptions, will be converted into shares of Company common stock, as provided in the Merger Agreement;

WHEREAS, a condition to the Merger is that the parties hereto enter into this Agreement setting forth the terms and conditions pursuant to which KSG and SSG shall vote their shares of the Companys voting stock in favor of certain nominees to the Companys Board of Directors. The Company, KSG and SSG each desire to facilitate the voting arrangements set forth in this Agreement, and the Merger pursuant to the Merger Agreement, by agreeing to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises, which are incorporated into and made part of this Agreement, and of the mutual representations, warranties, covenants, agreements and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.1 Board Representation. Subject to Sections 1.4 and 1.5, at each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, KSG and SSG agree to vote or act with respect to their shares so as to elect (i) two directors nominated by KSG, (A) one of whom is expected to be Kirk and (B) one of whom must be an independent director as defined in the Marketplace Rules of The Nasdaq Stock Market, and (ii) two directors nominated

by SSG, (A) one of whom is expected to be IMS, and (B) one of whom must be an independent director as defined in the Marketplace Rules of The Nasdaq Stock Market.

1.2 Appointment of Directors. In the event of the resignation, death, removal or disqualification of a director nominated by KSG or SSG, as the case may be, KSG or SSG, as the case may be, shall promptly nominate a new director, and, after written notice of the nomination has been given by KSG or SSG, as the case may be, to the other parties, each member of KSG and SSG (in the case of KSG, a KSG Stockholder and in the case of SSG, a SSG Stockholder) shall vote his, her or its shares of capital stock of the Company to elect such nominee to the Board of Directors.

1.3 Removal. KSG or SSG, as the case may be, may remove any of their nominated directors at any time and from time to time, with or without cause (subject to the Bylaws of the Company as in effect from time to time and any requirements of law), in their sole discretion, and after written notice to each of the parties hereto of the new nominee to replace such director and, with respect to a nominee, each KSG Stockholder and each SSG Stockholder, respectively, shall promptly vote their shares of capital stock of the Company to elect such nominee to the Board of Directors.