American Home Products Corporation

Five Giralda Farms

Madison, NJ 07940



Attention:  Kenneth J. Martin

            Senior Vice President and

            Chief Financial Officer



                          MEMORANDUM OF UNDERSTANDING

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

                     FOR HELIX PROJECT FINANCING GUARANTY

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



Dear Mr. Martin:



          Immunex Corporation ("Immunex") plans to construct a new corporate

headquarters and research center in Seattle, Washington, known as the "Helix

Project," and to finance such construction through the use of an off-balance

sheet synthetic lease or alternate financing acceptable to AHP (the

"Financing"). The cost of the Financing would be reduced if Immunex's financial

obligations under the Financing, to the financial institution or institutions

providing funds to Immunex (the "Lenders"), were guaranteed by American Home

Products Corporation ("AHP"). In order to achieve such a cost reduction and for

other valuable consideration, you have indicated AHP's willingness to provide

such a guaranty for Immunex's financial obligations under the Financing on the

terms herein described (the "Guaranty"). The execution of this Memorandum of

Understanding ("MOU") will allow Immunex to inform potential Lenders of AHP's

agreement to provide the Guaranty.



          The parties hereby agree as follows:



     1.   AHP agrees, subject to agreement with the Lenders on the terms of a

customary definitive agreement and satisfaction of the other agreements

contained herein, to provide the Guaranty. The amount of AHP's potential

liability under the Guaranty is set forth in Exhibit A hereto. Although the

precise nature and scope of the Guaranty remain to be negotiated and agreed

among AHP, Immunex and the Lenders, if a synthetic lease is used for the

Financing, Immunex's obligations under the Financing will fall into three phases

(construction period, payment of rents, and Financing termination) and can be

summarized as follows:



          a.   Construction Period.  As the construction agent for the lessor (a

     special purpose entity representing the Lenders), Immunex's major

     obligations will likely include:



               .  hiring of necessary architects and engineers;

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               .  hiring of a general contractor or a group to serve as the

                  construction manager;

               .  leasing the land to the lessor;

               .  completing the Helix Project within the prescribed

                  construction period and according to agreed-upon plans and

                  specifications; and

               .  completing the Helix Project within the budgeted total project

                  amount (hard and soft costs).



          b.   Payment of Rents.  Upon completion of construction of the Helix

     Project (or the end of the construction period), Immunex will begin paying

     rent. Immunex's primary obligations during this phase will likely include:



               .  paying monthly rent based on the selected LIBOR based rate.

                  This rent will be paid directly to the Lenders. The rent will

                  be equal to the monthly interest on the loan that is an

                  implicit part of the Financing; and



               .  paying all other occupancy costs, including insurance, taxes,

                  repairs, maintenance, management fees, etc. A synthetic lease

                  would be a "bond lease," meaning that Immunex will pay all

                  costs, including those that are capital in nature (e.g., roof

                  and structure maintenance and repair). Rent will be due even

                  if the property, or a portion thereof, suffers a catastrophic

                  loss or condemnation; provided, however, that the proceeds of

                  insurance and any condemnation award will be made available to

                  Immunex to repair or restore the property.



          c.   Financing Termination.  Upon termination of the Financing,

     Immunex will likely have three options:



               .  enter into another synthetic lease with the same Lenders or

                  with new lenders;

               .  purchase the property for the outstanding loan balance; or

               .  market and sell the property to a third party.



          Immunex could also terminate the Financing by paying a termination fee

to the lessor. This fee will not exceed 90% of the total Helix Project cost. In

most cases, this will prove an inferior option. If the property is sold, Immunex

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