DATED 17th May 2000

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







                           Biorex Laboratories Limited





                                      -and-





                           Glycyx Pharmaceuticals, Ltd













                                    AGREEMENT











THE INFORMATION HEREIN MARKED BY [*] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT FILED WITH THE SEC.

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                                    CONTENTS

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{TABLE}

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{S}     {C}                                                                                                 {C}

1.    DEFINITIONS............................................................................................2

2.    REPRESENTATIONS AND WARRANTIES.........................................................................6

3.    GRANT AND ASSIGNMENT...................................................................................7

4.    SURVIVAL OF ORIGINAL AGREEMENT.........................................................................9

5.    PAYMENTS TO BIOREX....................................................................................11

6.    CONFIDENTIALITY.......................................................................................17

7.    INDEMNITY.............................................................................................19

8.    FORCE MAJEURE.........................................................................................21

9.    ASSIGNMENT............................................................................................21

10.   MISCELLANEOUS.........................................................................................21

SCHEDULE 1...................................................................................PATENT ASSIGNMENT

SCHEDULE 2...............................................................................TRADE MARK ASSIGNMENT

{/TABLE}



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This Agreement is made the 17th day of May 2000



B E T W E E N:



(1)      Biorex Laboratories Limited a company incorporated in England and Wales

         having its registered office at 2 Crossfield Chambers, Gladbeck Way,

         Enfield, Middlesex, EN2 7HT, England ("Biorex"); and



(2)      Glycyx Pharmaceuticals, Ltd. a company incorporated in Bermuda having

         its registered office at Milner House, 18 Parliament Street, Hamilton,

         HM12 Bermuda ("Glycyx").



W H E R E A S:



A.       By an agreement dated 17th September 1992 between Biorex and Glycyx

         (the "Original Agreement"), Biorex granted to Glycyx an exclusive

         licence to make, have made, use and sell and have sold certain products

         throughout the entire world excluding the United States of America,

         Japan, Korea and Taiwan.



B.       Shire Pharmaceuticals Group plc ("Shire") wishes to acquire a fully

         paid up right to manufacture, market and sell products licensed to

         Glycyx under the Original Agreement in certain European countries as

         specified in this Agreement (the "Shire Territory").



C.       Accordingly, Glycyx and Biorex wish to amend the Original Agreement to

         remove the Shire Territory from the scope of the Original Agreement and

         to enter into this Agreement in respect of the Shire Territory.



D.       Under this Agreement, in return for a share of the consideration to be

         paid by Shire to Glycyx, Biorex is willing to agree to:-



         (i)      assign to Shire its relevant patents and supplementary

                  protection certificate subsisting in the Shire Territory;



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         (ii)     assign to Shire relevant national trade marks subsisting in

                  the Shire Territory;



         (iii)    assign to Shire relevant Community Trade Marks subject to a

                  licence back in respect of the European Union countries

                  outside the Shire Territory, to enable Biorex to sublicence

                  the same to Glycyx; and



         (iv)     license to Glycyx certain know-how in the Shire Territory to

                  enable Glycyx to sub-license the same to Shire.



NOW IT IS HEREBY AGREED AS FOLLOWS:



1.       DEFINITIONS





         For the purposes of this Agreement, the terms defined in this Clause

         shall have the meanings specified below:



1.1      "Affiliate" means any corporation or other entity which controls, is

         controlled by, or is under common control with, a party to this

         Agreement. A corporation or other entity shall be regarded as in

         control of another corporation or entity if it owns or directly or

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

         or other ownership interest of the other corporation or entity, or if

         it possesses, directly or indirectly, the power to direct or cause the

         direction of the management and policies of the corporation or other

         entity.



1.2      "Approval" means the grant by the relevant regulatory authority of a

         marketing authorisation permitting the commercial marketing of a

         Product in a country in the Shire Territory and the approval by the

         applicable regulatory authority of such country of the Product for

         reimbursement under its national health and welfare system and pricing.



1.3      "Assignment" means each of the assignment of the Patents in the form

         contained in Schedule 1 and the assignment of the Trade Marks and the

         Community Trade Marks in the form contained in Schedule 2 and

         "Assignments" means both such assignments.



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1.4      "Astra" means AstraZeneca AB (previously known as Astra AB) a company

         incorporated under the laws of Sweden (company registration number

         556011-7482) and whose principal place of business is at SE-151 85

         Sodertalje, Sweden.



1.5      "Balsalazide" means 5-[4(2-Carboxyethylcarbamoyl)-phenylazo]- salicylic

         acid disodium salt dihydrate or other salts and any prodrugs, analogs

         and isomers thereof.



1.6      "Biorex Initial Fees" shall be as defined in Clause 5.2.1.



1.7      "Biorex Transfer Fees" shall be as defined in Clause 5.2.2.



1.8      "Community Trade Marks" means the community trade mark "Colazide"

         registered number 267930 and the community trade mark "Colazid"

         registered number 000501759 both registered in the name of Biorex.



1.9      "Consideration Shares" shall be as defined in Clause 5.2.3.



1.10     "Cost of Goods Payments" shall be as defined in Clause 5.6.



1.11     "Effective Date" means the date of receipt by Glycyx' Solicitors of the

         Initial License Fees from Shire.



1.12     "Glycyx' Solicitors" means Covington & Burling, Registered Foreign

         Lawyers and Solicitors - London of Leconfield House, Curzon Street,

         London, W1Y 8AS.



1.13     "Initial License Fees" shall be as defined in Clause 5.2.1.



1.14     "Manufacturing Technology" means all methods, processes, designs, data,

         procedures and other information owned by or licensed to Biorex or its

         Affiliates during the term of this Agreement that are reasonably

         required for pilot production or commercial manufacturing of Products,

         including, without limitation, final quality assurance-quality control

         procedures, manufacturing procedures (including conditions, times,

         temperatures, pressures and rates), product and raw material

         specifications, and other



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         technology related thereto, including all patent and other intellectual

         property rights thereto.



1.15     "MCA" means Medicines Control Agency, the UK Regulatory Authority

         established under Section 6, Medicines Act 1968.

1.16     "Milestone Sums" shall be as defined in Clause 5.3.1.



1.17     "National Trade Marks" means the trade mark "Colazide" and other marks

         used in connection with the Product in the Shire Territory and

         registered in the name of Biorex as trade marks within the Shire

         Territory as listed in schedule 1 to the Assignment contained in

         Schedule 2 of this Agreement, excluding the Community Trade Marks.



1.18     "Original Agreement" means the agreement dated 17 September 1992

         between Biorex and Glycyx as subsequently amended by the written

         agreement of both parties prior to the date of this Agreement.



1.19     "Patents" means the patents listed in the Schedule to the Patent

         Assignment contained in Schedule 1.



1.20     "Products" means products incorporating Balsalazide, whether or not

         such products are covered by the Patents, or any other material whose

         manufacture, use or sale by an unlicensed Third Party would constitute

         an infringement of any Valid Claim.



1.21     "Proprietary Information" shall have the meaning given to it in Clause

         6.1.



1.22     "Retained European Territory" means all member states for the time

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