TRADEMARK AGREEMENT



TRADEMARK AGREEMENT dated this 26th day of August 1993,



                                by and between



RHONE-POULENC RORER GMBH, a German company with offices at Nattermannallee 3,

50829 Cologne, Germany,





A. NATTERMANN & CIE.  GMBH, 50829 Cologne, Germany,



                      - hereinafter referred to as RPR -





                                      and



R & D LABORATORIES, INC., a Corporation with offices at 4204 Glencoe Ave.,

Marina del Rey, 90292 CA, United States of America,



                       - hereinafter referred to R & D -







                                  WITNESSETH







WHEREAS, RPR is a pharmaceutical company based in Germany; and



WHEREAS, NATTERMANN has developed a product known by the name Ferrlecit (the

"Product") and perfected legal rights hereto; and



WHEREAS, NATTERMANN has applied for the trademark registration rights in R & D

Territory the trademark to "Ferrlecit" (the "Trademark") for use in marketing

the Products and



WHEREAS, R & D is a pharmaceutical company based in the United States; and



WHEREAS, R & D intends to obtain from RPR in its function as parent company of

A. Nattermann & Cie.  GmbH the right to use and sell the product pursuant to

that certain Product Distribution Agreement between RPR and R & D; and



WHEREAS, R & D desires to use the Trademark in connection with its use and sale

of Products in R & D Territory, as those terms are defined in the Distribution

Agreement.



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NOW, THEREFORE, in consideration of the mutual covenants and other undertaking

of RPR and R & D set forth below, RPR and R & D hereby agree as follows:



ARTICLE 1 - Grant

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



RPR hereby grants to R & D during the term of this Agreement and subject to the

terms and conditions hereof, the exclusive right to use the Trademark in the R &

D Territory, all in connection with the use and sale of the Product.



ARTICLE 2 - Warranty

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



RPR represents and warrants that it has applied for the registration of the

Trademark in the Territory.



RPR shall use its best efforts to obtain registrations for the Trademark and,

once obtained, shall maintain and renew, at its expense, said registrations

during the term of this Agreement and provide R & D with copies of its

registrations when obtained.



ARTICLE 3 - Use / Licence Fee

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



R & D to the extent legally permissible, agrees to use the Trademark in lieu of

the name of the Product and in lieu of all other names indicating the Product

when referring to the Product, including in all packaging, sales materials and

correspondence.  If RPR and R & D can agree on a different designation for the

Product other than Ferrlecit, RPR shall obtain a trademark registration in the R

& D Territory for the designation in RPR's name.  Upon receipt of said

registration, RPR shall thereupon license use of said trademark to R & D on

terms and conditions identical to those set forth in this Agreement.  Should RPR

not obtain a trademark registration for R & D, then the parties shall select a

new trademark, which trademark shall be substituted for Ferrlecit under this

Agreement.



R & D will pay to RPR for use of the Trademark a licence fee of [*]% of the net

sales of the Product in the R & D Territory.



Net sales are the sales less a flat fee of [*]% for trade discounts, like

rebates, boni, sconti, and less VAT.



ARTICLE 4 - Infringement

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



RPR and R & D shall do everyting in their power to protect the Trademark.  R & D

shall give prompt notice in writing to NATTERMANN of any infringement or

possible infringement of the Trademark by unrelated persons in the Territory.

RPR or R & D may in their respective discretion, either in its own name or in

the name of the other party or in both, take such action (including the

initiation of oppositions or other proceedings) as it may deem necessary or

desirable, at law or in equity or otherwise, to stop any infringement or

possible infringement of



                                       2

{PAGE}



the Trademark in the Territory, and the parties shall fully cooperate with each

other in any such actions. RPR and R & D shall each pay [*] of the reasonable

attorney's fees and other costs of protecting the Trademark from infringement by

others in the Territory.



R & D shall not at any time claim any right, title or interest in or to the

Trademark other than the right to use it under all the terms and conditions

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