MDP ASSIGNMENT AND ACCEPTANCE AGREEMENT



     THIS  AGREEMENT,  dated  June 26,  2000  (this  "Agreement"),  by and among

Immunex  Corporation,  a  Washington  corporation  ("Immunex"),   American  Home

Products Corporation, a Delaware corporation ("AHP"), American Cyanamid Company,

a Maine corporation ("Cyanamid"),  and MDP Holdings, Inc, a Delaware corporation

("MDP").



     WHEREAS,  Immunex entered into the Amended and Restated  Agreement and Plan

of Merger, dated as of December 15, 1992 (the "Immunex Merger Agreement"),  with

Cyanamid,  Lederle  Parenterals,  Inc. ("LPI") and Lederle Oncology  Corporation

("LOC") and an Amended and Restated Governance  Agreement,  dated as of December

15, 1992 (the "Governance Agreement"), with Cyanamid and LOC;



     WHEREAS, upon consummation of the merger contemplated by the Immunex Merger

Agreement  (the  "Immunex  Merger"),  Cyanamid  and LPI  became  the  owners  of

approximately  53.5% of the issued and outstanding  common stock of Immunex (the

"Immunex Common Stock");



     WHEREAS,  the  Governance  Agreement  was  entered  into by the  parties in

connection with the Immunex Merger Agreement in order to establish certain terms

and  conditions  concerning  (a) the  corporate  governance of Immunex after the

Immunex Merger and (b) the  acquisition and disposition of securities of Immunex

by Cyanamid;



     WHEREAS, AHP entered into an Agreement and Plan of Merger, dated August 17,

1994 (the "AHP Merger  Agreement"),  with AC  Acquisition  Corp.  and  Cyanamid,

pursuant to which AHP acquired all of the issued and  outstanding  capital stock

of Cyanamid;



     WHEREAS, following the consummation of the tender offer required by the AHP

Merger  Agreement,  AHP  became  the  beneficial  owner of the shares of Immunex

Common Stock owned by Cyanamid;



     WHEREAS,  AHP and Immunex  entered into an Agreement,  dated  September 23,

1994, pursuant to which (a) Immunex made certain  representations  regarding its

Board of Directors'  approval of the beneficial  ownership by AHP of the Immunex

Common Stock and (b) AHP agreed to take certain actions to assure Cyanamid's and

its subsidiary's compliance with the Governance Agreement;



     WHEREAS,  AHP and Cyanamid each has requested that Immunex cooperate in the

transfer of all of the Immunex  common  stock  currently  held by Cyanamid  (the

"Cyanamid Holdings") to MDP, a wholly-owned  subsidiary of Cyanamid, and Immunex

has, on the terms set forth  below,  agreed to take such  actions  necessary  to

facilitate such transfer;



     WHEREAS,  in  connection  with  such  transfer  of the  Cyanamid  Holdings,

Cyanamid desires to assign certain of its rights under the Governance Agreement,

including its registration rights with regard to the Cyanamid Holdings, to MDP;



     WHEREAS,  Section 9.04 of the Governance  Agreement  provides that Cyanamid

may assign all or any of its rights  and  obligations  thereunder  to any of its

wholly-owned  subsidiaries;  provided that (a) no such  assignment  will relieve

Cyanamid of its obligations under the Governance  Agreement and (b) Cyanamid may

assign its rights as provided in Section 6.13 thereunder.



     WHEREAS,  Section 6.13 of the Governance  Agreement  provides that Cyanamid

may  transfer  its  registration  rights  under the  Governance  Agreement  to a

wholly-owned  subsidiary of Cyanamid;  provided that (a) Cyanamid  complies with

certain notice  requirements,  (b) such transferee agrees in writing,  in a form

reasonably  satisfactory  to  Immunex,  to be bound as a Holder  (defined in the

Governance  Agreement) by the registration  rights  provisions of the Governance

Agreement,  and (c) immediately following such transfer Holder acknowledges that

the future  disposition  of the  transferred  securities  by the  transferee  is

restricted  under the  Securities  Act of 1933,  and the  rules and  regulations

promulgated thereunder, as amended.



     NOW, THEREFORE, in consideration of the foregoing and other mutual promises

and agreements contained herein,  Immunex, AHP, Cyanamid and MDP hereby agree as

follows:



     1. Defined  Terms.  Capitalized  terms used herein and not defined have the

meanings given to such terms in the Governance Agreement.



     2. Status of MDP. AHP,  Cyanamid and MDP each  represents and warrants that

(a)  MDP is a  wholly-owned  subsidiary  of  Cyanamid  duly  organized,  validly

existing  and in good  standing  under the laws of Delaware  and (b) MDP has the

corporate power and authority and legal right to enter into this Agreement.



     3.  Assignment  of  Subscription  Rights.  Pursuant to Section  9.04 of the

Governance  Agreement,  Cyanamid hereby assigns to MDP all of Cyanamid's  rights

and  obligations  under Article II of the Governance  Agreement.  Immunex hereby

acknowledges  such  assignment.  Cyanamid,  Immunex and MDP each agree that such

assignment  shall be revocable by Cyanamid  upon  delivery of written  notice to

Immunex.



     4. Acceptance of Subscription Rights and Transfer Restrictions.  MDP hereby

accepts the rights and obligations under Article II of the Governance  Agreement

assigned to it by Cyanamid.  In addition,  in  connection  with its ownership of

securities  of  Immunex,  MDP  agrees  that,  to the  extent  that the  transfer

restrictions  within  Article  V of the  Governance  Agreement  would  apply  to

securities  of  Immunex  held by  Cyanamid,  MDP  shall  be  bound  by all  such

restrictions.



     5.  Assignment  of  Registration  Rights.  Pursuant to Section  6.13 of the

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