AGREEMENT



        This AGREEMENT ("Agreement") is dated as of September 24, 2002 by and

between RedKey, Inc., an Ohio corporation, doing business as Cardinal Health

Sales and Marketing Services ("Vendor"), with its principal place of business at

7000 Cardinal Place, Dublin, Ohio, and Nastech Pharmaceuticals, Inc.

("Company"), a Delaware corporation, with its principal place of business at

3450 Monte Villa Parkway, Bothell, WA 98021.



                             BACKGROUND INFORMATION



        Company is engaged in research, development, manufacturing and

commercialization of nasally administered forms of pharmaceuticals and Vendor

provides medical representatives who Detail (as hereinafter defined)

pharmaceutical products for third parties. Company expects to acquire all

manufacturing, sales and distribution rights to the Products (as defined herein)

pursuant to an Asset Purchase Agreement between the Company and Schwarz Pharma,

Inc. (the "Asset Purchase Agreement"). After the closing of the transaction

contemplated in the Asset Purchase Agreement, Company desires the Vendor to

provide representatives to Detail certain products as determined and directed by

Company in the geographical territory hereinafter specified, pursuant to the

terms and conditions of this Agreement, and Vendor desires to provide the

Syndicated Representatives (as hereinafter defined) and perform such services

pursuant to the terms and conditions set forth in this Agreement.



        The parties hereby agree as follows:



                                    ARTICLE I

                      DEFINITIONS AND REFERENCES TO VENDOR



        1.1. Definitions. The following terms when used in this Agreement shall

have the following meanings:



               (a) "Act" means the Federal Food, Drug and Cosmetic Act, as

amended, and the regulations promulgated thereunder from time to time.



               (b) "Affiliate" means any corporate or non-corporate business

entity that controls, is controlled by, or is under common control with a party

to this Agreement. A corporation or non-corporate business entity shall be

regarded as in control of another corporation if it owns or directly or

indirectly controls more than fifty percent (50%) of the voting stock of the

other corporation, or (i) in the absence of the ownership of more than fifty

percent (50%) of the voting stock of a corporation or (ii) in the case of a

non-corporate business entity, if it possesses directly or indirectly, the power

to direct or cause the direction of the management and policies of such

corporation or non-corporate business entity, as applicable.



               (c) "Agency" means any governmental regulatory authority in the

Territory responsible for granting approvals for the use or maintaining

regulatory oversight of the Products, including, without limitation, the FDA.





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               (d) "Commencement Date" has the meaning set forth in Section

14.1.



               (e) "Detail" means an interactive, face-to-face visit by a

Syndicated Representative with a Target Customer or his or her legally empowered

designee in the Territory, during which the FDA-approved indicated uses, safety,

effectiveness, contraindications, side effects, warnings and other relevant

characteristics of one of the Products (as defined herein) are described by the

Syndicated Representative in a fair and balanced manner consistent with the

requirements of the Act, and using, as necessary or desirable, the Product

Labeling (as defined herein) and the Product Promotional Materials (as defined

herein). "Product Detail" means Detail of a Product between Target Customer and

Syndicated Representative. When used as a verb, "Detail" or "Detailing" shall

mean to engage in a Detail as defined in this Section 1.l(e).



               (f) "FDA" means the United States Food and Drug Administration

and any successor agency having substantially the same functions.



               (g) "Product Launch Date" means the first Monday following

completion of the Training Program (as defined in Section 6.1).



               (h) "Products" means the pharmaceutical products to be detailed

by Syndicated Representatives and marketed by Company as set forth on attached

Schedule 1.1(h) and such other products as may be mutually agreed between the

parties and added to Schedule 1.1(h) attached hereto.



               (i) "Program" means the program of Detailing to be conducted by

the Syndicated Representatives pursuant to this Agreement and during the term of

this Agreement.



               (j) "Promotional Materials" means all written, printed or graphic

material provided by the Company, intended for use by Syndicated Representatives

performing the Detailing, including visual aids, file cards, premium items,

clinical studies, reprints and any other promotional support items that Company

deems necessary or appropriate to conduct the Program. Promotional Materials

shall include FDA approved indicated uses, safety, effectiveness,

contraindications, side effects, warnings and other relevant characteristics

related to the Products.



               (k) "Syndicated Representative" means an individual hired by and

retained as an employee of Vendor to conduct Detailing of the Product in

connection with the Program and who is shared by more than one of Vendor's

clients



               (l) "Secondary Detail" means the second product discussed by the

Syndicated Representative in each Detail.



               (m) "Target" or "Target Customer" means a physician or other

specialist identified by Company.





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               (n) "Territory" means the United States of America.



               (o) "Training Program" has the meaning set forth in Section 6.1.



               (p) "Vendor" means Cardinal Health Sales and Marketing Services.



                                   ARTICLE II

               APPOINTMENT OF VENDOR; GENERAL SCOPE OF ACTIVITIES



        2.1. Furnishing Syndicated Representatives. Vendor shall provide fifty

(50) Syndicated Representatives to engage in Detailing and such other activities

in the Territory as directed by Company to Vendor. The duties of such Syndicated

Representatives shall be to Detail the Product as a Secondary Detail. Company

acknowledges that the Syndicated Representatives will be Detailing the Products

in addition to promoting products of other clients of Vendor. The Syndicated

Representatives shall make a minimum of thirty-six thousand (36,000) Details per

year in total.



        2.2. Scope of Activities. The parties shall perform the following

activities, as applicable, in connection with the Program:



               (a) Vendor shall have sole and exclusive authority to discipline

or terminate the employment of Syndicated Representatives. Company may

reasonably request that a Syndicated Representative be terminated or reassigned

if such Syndicated Representative's activities or conduct are not adequately

achieving the performance goals of the Product, or if the Syndicated

Representative fails to comply with all applicable laws, regulations, and

Company requirements for Detailing the Product. Vendor shall use its best

efforts to comply with such request; provided that such action complies with

applicable laws and is in accordance with Vendor's policies and procedures, as

determined by Vendor's human resources manager. In the event Vendor determines

that its policies and procedures or applicable laws prohibit the termination or

reassignment of any Syndicated Representative so requested by Company, it shall

notify Company of such determination and submit a corrective action plan for

Company approval.



               (b) Vendor shall cause each Syndicated Representative to attend

and successfully complete the Training Program (as defined in Section 6.1)

conducted by Company for each of the Products prior to participating in the

Program. Any such Syndicated Representative who shall not successfully complete

all such requirements shall be removed and replaced by another Syndicated

Representative who shall comply with such requirements.



               (c) Company shall provide Vendor, at no cost to Vendor, with

sufficient quantities of the Product Promotional Materials and Product Labeling

for the performance and supervision of Detailing. Company shall be solely

responsible for the preparation, content, and method of distribution of the

Product Promotional Materials and the Product Labeling. In connection with the

Detailing of the Products, the Syndicated Representatives shall use only the

Product Labeling and the Product Promotional Materials provided by Company; and

under no





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circumstances shall Vendor or the Syndicated Representatives develop, create, or

use any other promotional material or literature for the Detailing of the

Products. Company shall advise Vendor immediately of any inaccuracy or

incompleteness of the Product Promotional Materials or the Product Labeling, and

upon such notice Vendor and the Syndicated Representatives shall immediately

cease the use of any portion or all of the Product Promotional Materials or

Product Labeling so identified by Company.



               (d) Vendor shall instruct the Syndicated Representatives to limit

their verbal statements and claims regarding the Products, including efficacy

and safety, to those that are consistent with the Product Labeling and the

Product Promotional Materials. The Syndicated Representatives shall not add,

delete, or modify claims of efficacy or safety in the Detailing of the Products,

nor make any changes (including underlining or otherwise highlighting any

language or adding any notes thereto) in the Product Promotional Materials.

Syndicated Representatives shall not make any disparaging, untrue, or misleading

statements about any of Company or its Affiliates, employees, competitors, or

competing products. Syndicated Representatives shall Detail the Products in

strict adherence to all applicable laws, regulations, and professional

requirements, including, but not limited to, the Act, the Medicare and Medicaid

Anti-Kickback Statute, and the American Medical Association Gifts to Physicians

from Industry Guidelines.



               (e) The Syndicated Representatives shall remain under the direct

authority and control of Vendor, but shall cooperate with the members of Company

and shall receive advice and direction related to Detail activities on the

Products from Company and Vendor mutually. Company shall make all decisions with

respect to the overall strategy in connection with the Detailing of the

Products. Any Company personnel interacting with Syndicated Representatives

shall not discipline the Syndicated Representatives or implement terms or

conditions of employment or personnel policies and/or practices with respect to

the Syndicated Representatives or otherwise control the daily activities of

Syndicated Representatives. Company shall provide Vendor with copies of all

reports, memoranda, audits and other data it develops pertaining to the

Syndicated Representatives, Detailing, and the Program within fifteen (15) days

of the preparation of such documents; provided, however, that any such documents

claiming negligent or wrongful acts or omissions of Syndicated Representatives

shall, as provided in Section 2.4, be sent to Vendor as promptly as practicable.



               (f) Company shall reimburse Vendor for all reasonable and

documented travel expenses of Syndicated Representatives in connection with

participation in training programs and planning meetings requested by Company

pursuant to this Agreement, including, but not limited to, airline, lodging,

meals and such other usual and customary travel expenses, at the corporate rates

available to Vendor, incurred in accordance with Vendor's expense guidelines and

processed through Vendor's expense reporting system. Such reimbursement shall

include a three and one-half percent (3.5%) administrative fee. A copy of

Vendor's Expense Guidelines is attached as Schedule 2.2(f).



               (g) Syndicated Representatives shall comply with Vendor's drug

policy, a copy of which is attached hereto and incorporated herein by reference

as Schedule 2.2 (g).





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               (h) Details by each Syndicated Representative will be reported to

Company on a monthly basis, in a manner agreed upon by the parties, in a paper

or electronic format.

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