LICENSE AND DEVELOPMENT AGREEMENT



          THIS LICENSE AND DEVELOPMENT AGREEMENT (this "Agreement") is entered

into as of the 10th day of July, 2000 (the "Effective Date"), by and between

INSMED PHARMACEUTICALS, INC., a corporation organized under the laws of the

Commonwealth of Virginia and having a business address at 800 East Leigh Street,

Richmond, Virginia 23219 ("INSMED"), and TAISHO PHARMACEUTICAL CO., LTD., a

corporation organized under the laws of Japan and having a business address at

24-1, Takata 3-chome, Toshima-ku, Tokyo, 170-8633, Japan ("TAISHO").



          WHEREAS, INSMED owns or may acquire certain patents and patent

applications, certain licenses to patents and patent applications, and certain

know-how, trade secrets and scientific and technical information relating to D-

chiro-inositol; and



          WHEREAS, TAISHO desires to acquire from INSMED certain licenses and

sub-licenses to said patents, patent applications, licenses, and related know-

how, trade secrets and scientific and technical information, and INSMED is

agreeable to granting such licenses and sub-licenses pursuant to the terms and

conditions of this Agreement; and



          WHEREAS, INSMED and TAISHO entered into a letter of intent, effective

February 23, 2000, indicating their mutual agreement to execute a license and

development agreement for further development of D-chiro-inositol by either

party and/or both parties in and outside the Territory (defined below), and

commercialization of D-chiro-inositol and/or a product involving D-chiro-

inositol by TAISHO in the Territory and by INSMED outside the Territory;



          NOW, THEREFORE, in consideration of the foregoing recitals and of the

covenants and undertakings set forth below, and for other good and valuable

consideration, the receipt and sufficiency of which are acknowledged by both

parties, TAISHO and INSMED hereby agree as follows:



  ARTICLE 1 DEFINITIONS

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     For purposes of this Agreement, the following definitions, whether used in

the singular or plural, shall be applicable:



     1.1.  "Affiliate" means, with respect to any party, its respective direct

     or indirect parent company, if any, and any company, firm or other entity

     which is owned or controlled, directly or indirectly, by said party or by

     its parent company, but only for so long as said ownership or control shall

     continue. The term "control" used in this Article 1.1. means the

     possession, directly or indirectly, of the power to direct or cause the

     direction of the management and policies of a company, firm, or other

     entity, whether through the ownership of at least twenty five percent (25%)

     of voting securities, or at least twenty five percent (25%) of the equity

     interest of non-corporate entities.



     1.2.  "Combination Product" means one or more of the Licensed Products

     formulated in combination with one or more additional active components

     developed either inside or outside of the Joint Development Program.



     1.3.  "Compound" means D-chiro-inositol.



     1.4.  "Exclusive License" means the license granting TAISHO, as the sole

     licensee, rights in the Territory under this Agreement and excluding all

     other parties, including INSMED, from exercising such rights in the

     Territory, with the exception that INSMED, or any other party selected by

     INSMED, will retain (i) the right in the Territory, (a) upon notification

     to TAISHO and discussion of any concerns with TAISHO, to source,

     manufacture, formulate, package and/or label the Compound or Licensed

     Products for any use outside the Territory or (b) upon TAISHO's approval,

     to enter into a contract with a vendor to meet the TAISHO Parties'

     requirement for the Compound when it so desires under Article 3.14., and

     (ii) the rights under the Semi-Exclusive License to TAISHO for the People's

     Republic of China (hereinafter referred to as China) under Article 2.2.



     1.5.  "First Commercial Sale" means the first sale of Licensed Products by

     the TAISHO Parties, to a third party other than a TAISHO Party, in

     substantial quantities as are normal to the commercial launch of a product

     in that country in the Territory.



     1.6.  "Gross Sales" means gross revenue from all sales of Licensed Products

     by the TAISHO Parties to a third party other than a TAISHO Party.



     1.7.  "Indications" means type 2 diabetes and polycystic ovary syndrome

     (PCOS) (excluding diagnosis).



     1.8.  "Initiation" means the date that the first animal or human subject

     receives treatment in connection with a development activity that is

     conducted under the Joint Development Program Plan or the date that INSMED

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