MARTEK BIOSCIENCES CORP
LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>LICENSE AGREEMENT
<TEXT>


EXHIBIT 10.30
                                LICENSE AGREEMENT

This License Agreement ("Agreement") is made and entered into as of the 31st day
of March,  2000,  by and  between  Martek  Biosciences  Corporation,  a Delaware
corporation  ("Licensor"),  and Abbott  Laboratories,  an Illinois  corporation,
("Licensee").
                                   WITNESSETH:

WHEREAS,  Licensor  has  developed  certain  technology  relating  to the use of
Omega-3   and   Omega-6   long-chain   polyunsaturated   fatty   acid-containing
triglycerides for incorporation into infant formula;

WHEREAS,  Licensee  and  its  affiliates  are in  the  business  of  developing,
manufacturing and marketing infant nutritional products; and

WHEREAS, Licensee desires to obtain a non-exclusive license from Licensor to use
the  Technology  and  Licensor is willing to grant such  license  subject to the
conditions and pursuant to the terms set forth in this Agreement.

NOW, THEREFORE,  in consideration of the premises and of the mutual covenants of
the parties hereto, each party hereby agrees with the other as follows:

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1. "Affiliate" shall mean any person,  corporation,  firm, partnership
or other entity which directly or indirectly owns Licensee, is owned by Licensee
or is owned by a party which owns  Licensee to the extent that the owning entity
has in excess of 50% of the  equity  having  the power to vote on or direct  the
affairs of the owned entity.

Section  1.2.  "Infant  Formula  Product"  shall mean a breast  milk  substitute
formulated  industrially in accordance with applicable  Codex  Alimentarius  and
United  States Food and Drug  Administration  standards (i) to satisfy the total
normal nutritional requirements of infants from birth up to between four and six
months  of age and  adapted  to their  physiological  characteristics  or fed in
addition to other foods to infants up to approximately one year of age and older
or  (ii)  to  satisfy  the  normal  nutritional  requirements  of  infants  born
prematurely.

Section 1.3. "Licensed  Patents" shall mean the patents and patent  applications
attached  hereto as Exhibit 1 and all other patents and patent  applications  in
the  Territory  owned by Licensor  or  licensed  to Licensor  (with the right to
sublicense)  which  cover the  Technology,  including  all  patents  and  patent
applications  covering  inventions,  improvements or modifications  conceived or
developed  and owned by or licensed to Licensor  (with the right to  sublicense)
during  the term of this  Agreement  and  included  in the  Technology,  and all
divisionals, continuations, continuations-in-part, reexaminations and extensions
thereof.

Section 1.4.  "Licensee  Product"  shall mean any product (i) which is an Infant
Formula  Product,  (ii) which is developed by or for Licensee or its Affiliates,
and (iii) *.

Section 1.5.  "Martek  Products"  shall mean  triglycerides  containing  Omega-3
and/or Omega-6 long-chain polyunsaturated fatty acids produced by or for Martek,
by microbial fermentation according to the Technology and Licensed Patents.

Section  1.6  "Supply  Agreement"  shall  mean a  definitive  agreement  between
Licensor  and  Licensee,  which shall set forth the terms and  conditions  under
which  Licensor shall sell and Licensee shall  purchase  Martek  Products.  Such
Supply Agreement may pertain only to Martek Products containing arachidonic acid
("ARA Supply Agreement"),  or only to Martek Products containing docosahexaenoic
acid ("DHA Supply Agreement"), or to both types of Martek Products.

Section   1.7.   "Technology"   shall   mean  the   organisms,   microorganisms,
specifications,  biological materials, designs, formulae, processes,  standards,
data,  trade secrets,  know-how and technology  relating to the  development and
production of the Martek Product, Martek's proprietary practice of incorporating
triglycerides containing Omega-3 and/or Omega-6 long-chain polyunsaturated fatty
acids,  and Licensor's  proprietary  process by which  triglycerides  containing
Omega-3 and/or Omega-6 long-chain  polyunsaturated fatty acids are manufactured,
purified and incorporated,  into Infant Formula Products, and any modifications,
improvements,  and enhancements to any of the foregoing made by Licensor,  which
are  proprietary  to Licensor and which,  in Licensor's  and  Licensee's  mutual
opinion  expressed in writing,  is or are necessary or useful in the  production
and development of the Martek Product.

Section 1.8. "Territory" *.

Section 1.9.  "Third Party" shall mean any party other than  Licensor,  Licensee
and Affiliates.

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
Section  1.10  "Trademark(s)"  shall  mean the  Licensor  trademarks  FORMULAID,
NEUROMINS,  DHASCO  and  ARASCO.  Exhibit  2  attached  hereto  sets  forth  the
Trademarks as of the date of this Agreement.

Section 1.11 "Unit of Martek Product" shall mean that quantity of Martek Product
containing  one  (1)  kilogram  of  docosahexaenoic  acid  or  one  kilogram  of
arachidonic acid.


                                   ARTICLE II

                        GRANT OF LICENSE AND OTHER RIGHTS

Section 2.1.  License.  Licensor  hereby grants to Licensee,  under the Licensed
Patents,  the Technology,  and Licensor's other proprietary rights, for the term
of  this  Agreement  and  subject  to  the  conditions  of  this  Agreement,   a
non-exclusive right and license,  in the Territory,  (i) to use, * triglycerides
containing  Omega-3 and/ or Omega-6 long-chain  polyunsaturated  fatty acids for
the  production  of the Licensee  Product,  (ii) to use the Martek  Products for
purposes of producing the Licensee Product;  and (iii) the right to use, market,
import, export, distribute, offer for sale and sell the Licensee Product.

Section 2.2 Sublicense.  Licensor hereby grants to Licensee,  under the Licensed
Patents,  the Technology,  and Licensor's other proprietary rights, for the term
of  this  Agreement  and  subject  to  the  conditions  of  this  Agreement,   a
non-exclusive right, in the Territory, to grant non-exclusive,  non-transferable
sublicenses to:

(i)      Affiliates to enjoy the rights set forth in Section 2.1(i)-(iii);

(ii)     *

(iii)    *

provided  that  each  such  Affiliate  * shall  be  subject  to  confidentiality
obligations  at least as  stringent  as those  set forth in  Article  XI of this
Agreement.

Section 2.3 *

(i)      *

(ii)     *

(iii)    *

Licensee  shall use due  diligence  in working  with  Licensor  in good faith to
satisfy the conditions set forth in Section 2.3(i),  (ii), and (iii) above.  The
parties  agree that  nothing * in this  Section 2.3 shall  obligate  Licensee to
enter into any DHA Supply  Agreement,  nor to purchase any Martek  Products from
Licensor or any Third-Party licensee of Licensor,  which contain docosahexaenoic
acid.

Section 2.4. Licenses to Third Parties

(i)  Licenses  to Third  Parties  Generally  * Licensor  further  represents  to
Licensee that Licensor has not, prior to the effective  date of this  Agreement,
granted  a license  to any  Third  Party  for the  incorporation  of the  Martek
Products into, or for the use of the Technology or the Licensed  Patents for the
production of, an Infant Formula Product *

(ii) Production of the Martek  Products.  If the conditions set forth in Section
2.3(i), (ii), and (iii) above are satisfied, the parties shall negotiate in good
faith to enter into the ARA Supply Agreement.  In addition,  if Licensee elects,
at  Licensee's   sole   discretion,   to  obtain  Martek   Products   containing
docosahexaenoic acid from Licensor, the parties shall negotiate in good faith to
enter into the DHA Supply Agreement.  Such Supply  Agreement(s)  shall govern in
case of any  conflict  between  this  Agreement  and  such  Supply  Agreement(s)
relating to the supply of the relevant  Martek  Product(s) to Abbott,  and shall
include a provision that Licensor  shall use  reasonable  efforts to produce the
Martek  Products  itself,  or through a Third Party  whether or not  pursuant to
another licensing agreement, *.

(iii) * In the  event  Licensor  and  Licensee  enter  into a  Supply  Agreement
(whether an ARA Supply Agreement, a DHA Supply Agreement,  or both) * commencing
on the first anniversary of the first delivery of Martek Product to Licensee.

(iv)  Transfer  of  Martek  Products.  Nothing  in this  Section  2.4 or in this
Agreement shall be construed to permit Licensee or its Affiliates to sub-license
the Martek Products or the Technology,  except as expressly set forth in Section
2.2 above,  or otherwise  unilaterally to transfer to any Third Party the Martek
Products or the Technology  except as the same are incorporated  into or used in
the manufacture of the Licensee Product.

Section 2.5 Sublicensing. The grants to Licensee under this Article II shall not
include the right to grant sublicenses, except as expressly set forth in Section

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
2.2 above.

Section 2.6.  Trademarks.  In addition to the license granted hereunder relating
to the Martek  Products and the  Technology,  Licensor hereby grants to Licensee
the  non-exclusive,  right and  license to use the  Trademarks  solely on and in
connection with the sale of any Licensee Product that contains a Martek Product,
with the further  agreement  that Licensee may elect to so use the Trademarks at
Licensee's  sole  discretion.  If  Licensee so uses the  Trademarks,  the rights
granted  in this  Section  2.6  shall be  subject  to the  following  terms  and
conditions:

(i)  Licensee  shall  not use the  Trademarks  as or  part of its  corporate  or
business  name or the name of any  business  entity which is  controlled  by it,
whether an Affiliate or otherwise.

(ii)  Licensee and its  Affiliates  shall have no right to  sublicense  to Third
Parties any of the rights in the Trademarks conveyed hereunder.

(iii) Licensee and its  Affiliates  shall not affix or use the Trademarks on any
product other than a Licensee Product that contains a Martek Product.

(iv) Licensee recognizes and acknowledges Licensor's ownership of the Trademarks
and Licensor's  intent to protect the Trademarks in the Territory.  * All use by
Licensee or its Affiliates of the Trademarks in the Territory shall inure to the
benefit of Licensor,  and Licensee and its Affiliates shall make no use or apply
for any  registration  thereof  except  as  permitted  by this  Agreement.  Upon
reasonable request by Licensor and at Licensor's expense,  Licensee shall assist
Licensor,   including  execution  of  appropriate  documents,  in  effectuating,
registering,  and otherwise  maintaining  Licensor's  rights in the  Trademarks.
Nothing in this Agreement  shall be construed so as to require  Licensor to take
any  actions or  measures  to protect or secure any rights in or obtain or apply
for registration of the Trademarks.

(v) Licensee  covenants  that to the extent that any  Trademark  is, or Licensor
notifies  Licensee that any Trademark has been registered in any jurisdiction in
the Territory,  Licensee will use the trademark registration symbol (R) at least
one time per label,  labeling or packaging of the Licensee Product that contains
a Martek  Product or on the  labels,  labeling or  packaging  thereof and on all
material  originating  with Licensee or its  Affiliates  and used to promote the
sale of any Licensee  Product that contains a Martek  Product in the  applicable
jurisdiction, and the following legend prominently shall appear at least once in
each such Licensee Product or material in each such jurisdiction: [Trademark](R)
is a registered trademark of Martek Biosciences Corporation." Until such time as
Licensor  obtains a Registration on any Trademark in a particular  jurisdiction,
Licensee  shall  substitute  the  symbol  "TM" in  place  of the  symbol  (R) as
specified herein in such jurisdiction.

(vi) Licensee  covenants that Licensee  Products that contain any Martek Product
manufactured  for and by it and sold by it under the  Trademarks  shall be of as
high a quality as like other products sold by Licensee. *

(vii) Licensee  shall advise  Licensor of any  infringement  of any Trademark of
which it or its Affiliates  becomes aware, but Licensee and its Affiliates shall
not bring any action with respect to any such  infringement  without  Licensor's
prior written consent. *

(viii)  Nothing in this Section 2.6 or in this  Agreement  shall be construed to
require  Licensee or its Affiliates to use any of the Trademarks on the Licensee
Product or on the labels,  labeling or packaging thereof or on materials used to
promote the sale of the Licensee Product.

Section 2.7. *

                                   ARTICLE III

                              TERM AND CANCELLATION

Section 3.1. Term. This Agreement shall commence on the date first written above
and, unless earlier terminated  pursuant to another Section of this Article III,
shall terminate as to each country in the Territory in which a Licensee  Product
is sold, *
Section  3.2.  Material  Breach;  Opportunity  to  Cure.  Either  party  to this
Agreement may terminate this Agreement upon  forty-five (45) days written notice
if the other party shall commit a material  breach of this  Agreement  and shall
not cure such breach within such  forty-five  (45) day period,  provided that if
the allegedly  breaching  party in good faith  initiates an Alternative  Dispute
Resolution  ("ADR")  procedure  pursuant  to Section  12.1  below and  Exhibit 3
attached to this Agreement, relating to such alleged breach or cure, during such
forty-five (45) day period,  and if the ADR procedure  results in a finding that
such breach was committed and that such breach was not cured,  then  termination
shall be  effective  forty-five  (45) days  after  the date of the ADR  finding,
unless such breach is cured within such second forty-five (45) day period.

Section 3.3. Termination in Case of Infringement.  Licensee shall have the right
to terminate  this  Agreement in a particular  country within the Territory if a
court or other tribunal of competent jurisdiction determines by final order that

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
the Technology or any of the Martek Products  infringes upon the patent or other
proprietary rights of any Third Party in such country;  provided,  however, that
if,  prior  to  any  such   termination,   Licensor  develops  a  non-infringing
alternative or obtains a license from such Third Party, such that Licensee could
lawfully  use the  Technology  and/ or Martek  Products  (as the case may be) in
connection  with the  Licensee  Products  at no  additional  cost or  expense to
Licensee beyond that expressly  provided in this  Agreement,  Licensee shall not
terminate this Agreement.

Section 3.4 Termination by Licensee.  Licensee shall have the right to terminate
this Agreement of its own volition upon ninety (90) days prior written notice to
Licensor,  provided that such termination shall be effective no earlier than the
first  anniversary of the date upon which Licensee made the payments to Licensor
as required under Section 4.1(i) below.

Section 3.5.  Sale of Inventory  upon  Termination.  Effective  upon the date of
termination of this Agreement  (country-by-country  or in whole, as the case may
be), Licensee and its Affiliates shall cease manufacturing the Licensee Product;
provided,  however, that, Licensee and its Affiliates may continue to distribute
the Licensee Products  manufactured by or for Licensee prior to such date if, to
the extent lawful,  Licensee continues to pay the Royalty under Section 4.1(iii)
with respect to such Licensee  Products and  otherwise  continues to comply with
the  terms and  conditions  of this  Agreement.  Notwithstanding  the  preceding
sentence,  upon  the  earlier  to  occur  of (i) the  sale by  Licensee  and its
Affiliates of all of their inventory of Licensee Products  manufactured prior to
the date of the  termination  of this  Agreement  or (ii) the date  which is six
months after the date of the  termination  of this  Agreement,  Licensee and its
Affiliates  shall cease all use of the Technology,  sale of the Licensee Product
and use of the  Trademark.  This  Section  3.5 shall not apply in the event this
Agreement expires pursuant to Section 3.1 of this Agreement.

Section 3.6. Other Rights and Remedies.
(i) Unless  another  provision of this  Agreement  specifically  provides to the
contrary,  the rights of termination as herein  provided shall be in addition to
all other  rights and  remedies  which  either  party may have to  enforce  this
Agreement or to secure  damages for the breach  hereof,  and the exercise of any
right of  termination  as herein  provided by either party shall not relieve the
other of any of its  obligations  under  this  Agreement  accruing  prior to the
effective date of termination,  including, but not limited to, the obligation to
pay fees and Royalties pursuant to Section 4.1 or to render reports with respect
thereto.

(ii) In no event shall  either  party be liable to the other for any indirect or
consequential damages,  including but not limited to loss of profits or business
opportunity, whether in connection with the termination of this Agreement or any
Supply  Agreement,  the breach hereof or thereof,  or any other basis upon which
one party may seek remedies against the other.

                                   ARTICLE IV

                              PAYMENTS BY LICENSEE

Section 4.1. Fees and  Royalties.  Licensee  shall  compensate  Licensor for the
license and other rights  granted  hereby and services  provided  hereunder,  in
United States Dollars, as follows:

(i) *

(ii) *

(iii) *

(iv) *

(v) (A) *

(v) (B) *

(vi) *

Section 4.2.  Manner of Royalty  Payment.  All Royalty  payments with respect to
each  Licensee  Product sold shall be made  quarterly,  within sixty days of the
close of each of Licensee's three month and annual accounting periods,  based on
Licensee's  fiscal year,  with respect to Licensee's and its  Affiliates'  sales
occurring  during  such  quarters,  at  Licensor's  office as set  forth  below.
Quarterly  royalty  payments  shall be made in U.S.  Dollars at the sales  price
applicable thereto if in U.S. Dollars or, if in another currency, such quarterly
royalty  payments  shall be the sum of royalties due for the three (3) months of
the  applicable  quarter  calculated for each such month using the beginning and
ending month's published exchange rate, set one business day prior to month end,
by  Reuters  divided by two (if a Reuters  exchange  rate is not  available  for
certain countries, an exchange rate established by a recognized third party will
be used).

Section 4.3.  Reimbursement of Expenses.  Licensee agrees to pay to Licensor, in

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
addition  to the  amounts  specified  in  Section  4.1  above,  all  reasonable,
verifiable traveling,  living and out-of-pocket expenses, approved in advance in
writing by Licensee,  for services rendered by Licensor outside of the states of
Maryland and Kentucky and requested by Licensee  pursuant to Section 2.7 of this
Agreement.

Section 4.4.  Commercialization and Other Expenses.  Licensee and its Affiliates
shall pay all expenses for the commercialization of the Licensee Product. *

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

Section 5.1. Licensor's Representations and Warranties.  Licensor represents and
warrants to the Licensee as follows:

(i) Exhibit 1 sets forth a complete and accurate list of the Licensed Patents as
of the date of this Agreement.

(ii) Licensor has all necessary corporate power and authority to enter into this
Agreement,  perform its obligations  hereunder and license the  Technology,  the
Licensed  Patents  and  the  Martek  Products  pursuant  to the  terms  of  this
Agreement.  Licensor's  performance  under this Agreement does not conflict with
any other contract to which Licensor is bound.

(iii) Licensor has, prior to the date of this Agreement,  provided Licensee with
a list of all Third Party  patents  and/ or patent  applications  related to the
Technology which are known to Licensor.

(iv) It is  Licensor's  belief as of the date of this  Agreement,  that no Third
Party patents are infringed by  manufacture  or sale, in the  Territory,  of the
Martek Products.

Section  5.2.  DISCLAIMERS.
(i) LICENSOR HEREBY DISCLAIMS ANY WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE  RELATING TO THE MARTEK  PRODUCTS OR THE  TECHNOLOGY AND ANY
OTHER  WARRANTY OR  WARRANTIES  RELATING  THERETO AND NOT EXPRESSLY SET FORTH IN
THIS AGREEMENT.  LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES AND HAS NO DUTY
TO ENSURE  THAT THE  TECHNOLOGY  OR THE  MARTEK  PRODUCTS  ARE  USABLE  WITH THE
LICENSEE  PRODUCT OR THAT THE TECHNOLOGY OR THE MARTEK  PRODUCTS ARE SAFE OR CAN
BE INCORPORATED  SAFELY INTO THE LICENSEE PRODUCT. IT IS HEREBY ACKNOWLEDGED AND
AGREED THAT IT SHALL BE LICENSEE'S  RIGHT AND OBLIGATION TO DETERMINE THE SAFETY
AND UTILITY OF EACH MARTEK PRODUCT AS IT RELATES TO LICENSEE PRODUCTS.

(ii)  LICENSOR  DISCLAIMS  AND SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY NATURE
RESULTING OR ARISING FROM OR RELATING TO (A) THE USE, MANUFACTURE, DISTRIBUTION,
MARKETING,  OR SALE BY  LICENSEE,  ITS  AFFILIATES  OR ANY  THIRD  PARTY  OF THE
TECHNOLOGY, THE MARTEK PRODUCTS OR THE LICENSEE PRODUCT, OR (B) ANY IMPROVEMENTS
OR MODIFICATIONS TO THE TECHNOLOGY,  THE MARTEK PRODUCTS OR THE LICENSEE PRODUCT
WHICH ARE NOT MADE BY AND PROPRIETARY TO LICENSOR,  UNLESS THE LIABILITY RESULTS
FROM (X) LICENSOR'S  FAILURE TO PERFORM ITS OBLIGATIONS  UNDER THIS AGREEMENT OR
(Y) IF LICENSEE  ELECTS TO OBTAIN ANY MARTEK PRODUCT FROM  LICENSOR,  LICENSOR'S
FAILURE TO  MANUFACTURE  THE MARTEK  PRODUCT IN ACCORDANCE  WITH  SPECIFICATIONS
MUTUALLY AGREED TO BETWEEN LICENSOR AND LICENSEE UNDER THE SUPPLY AGREEMENT.

(iii) LICENSOR HEREBY DISCLAIMS ANY WARRANTY THAT THE TECHNOLOGY OR THE LICENSED
PATENTS  ARE FREE FROM  INFRINGEMENT  BY THIRD  PARTIES,  EXCEPT AS SET FORTH IN
SUBSECTION  5.1.  LICENSOR  FURTHER  DISCLAIMS  ANY  WARRANTY  RELATING  TO  THE
PATENTABILITY  OF, OR THE VALIDITY OF ANY PATENTS RELATING TO, THE TECHNOLOGY OR
THE MARTEK PRODUCTS AND MAKES NO  REPRESENTATIONS  WHATSOEVER WITH REGARD TO THE
SCOPE OF ANY SUCH PATENTS OR, EXCEPT AS SET FORTH IN  SUBSECTION  5.1, THAT SUCH
PATENTS MAY BE COMMERCIALLY EXPLOITED WITHOUT INFRINGING OTHER PATENTS. LICENSOR
HEREBY  DISCLAIMS  ANY  WARRANTIES  WITH  REGARD TO THE  VALIDITY  OR USE OF THE
TRADEMARKS AND MAKES NO  REPRESENTATIONS  WHATSOEVER WITH REGARD TO THE SCOPE OF
ANY OF THE TRADEMARKS.

Section 5.3 Licensee's  Representations and Warranties.  Licensee represents and
warrants to the Licensor as follows:
(i) The execution and delivery of this Agreement and the performance by Licensee
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
necessary corporate actions.

(ii) The  performance  by  Licensee of any of the terms and  conditions  of this
Agreement  will not  constitute a breach or violation of any other  agreement or
understanding, written or oral, to which it or its Affiliates is a party.

                                   ARTICLE VI

                              LICENSEE'S COVENANTS

Section 6.1.  Compliance with Law; Regulatory  Approval.  Licensee covenants and
agrees that it and its Affiliates shall conduct all of their operations  dealing
with the Technology,  the Martek  Products and the Licensee  Product in material
compliance with all applicable laws,  regulations and other  requirements  which
may be in effect from time to time,  of all national  governmental  authorities,
and of all states,  municipalities and other political subdivisions and agencies

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
thereof, including, without limiting the generality of the foregoing, the Infant
Formula Act of 1980, the Federal Food,  Drug, and Cosmetic Act, the  regulations
and  other  requirements  of the  United  States  Food and Drug  Administration,
similar  state laws and  regulations  and similar  laws and other  requirements,
including any and all  amendments,  as may be applicable in any  jurisdiction in
which any  Licensee  Product is sold * The  parties  recognize  and  acknowledge
Licensee's  intent to  diligently  pursue  the  commercialization  of a Licensee
Product; provided, however, that nothing in this Agreement shall be construed so
as to  obligate  Licensee  to  take  any  specific  action  or  measure  to seek
regulatory approval for or to market Licensee Product.

Section 6.2. Performance and Product Quality. Licensee covenants and agrees that
it and its  Affiliates  shall  exercise  a  reasonable  standard  of care in the
testing,  manufacturing,  marketing,  packaging,  distribution  and sale of each
Licensee  Product.  Licensee  further  covenants  and  agrees  that  it and  its
Affiliates shall maintain quality control,  provide adequate tests of materials,
provide quality workmanship, and do such other things as are reasonably required
to assure high quality production of such Licensee Products. In this regard, and
without  limiting the  applicability of the general  indemnification  provisions
applicable to the representations,  warranties and covenants made by the parties
to this Agreement as provided in Article X of this  Agreement,  Licensee  hereby
covenants  and  agrees to  indemnify,  defend  and hold  harmless  Licensor  and
Licensor's  directors,  officers,  employees  and agents  from and  against  all
claims, actions or causes of action (whether sounding in contract, negligence or
strict liability),  suits and proceedings  ("Claim") and all loss,  assessments,
liability,  damages,  and expenses incurred in connection  therewith  (including
reasonable  attorneys'  fees)  ("Loss")  for which  Licensor  or its  directors,
officers,  employees  or agents may become  liable or incur with  respect to any
product liability claim asserted against Licensee, its Affiliates, Third Parties
or Licensor *

Section 6.3.  Licensee's  Records.  Licensee  covenants and agrees that Licensee
will keep true and accurate records adequate to permit Royalties due to Licensor
to be computed and verified pursuant to this Section 6.3, which records shall be
made available upon prior written  request by Licensor,  during  business hours,
for inspection by an independent accountant who is not the auditor of record for
Licensor and who is reasonably  acceptable to Licensee and who shall be bound by
a confidentiality  agreement with the Licensee,  to the extent necessary for the
determination of the accuracy of the reports made hereunder. For the purposes of
this Section 6.3, any of the five largest  accounting firms in the United States
(as of the date of the audit) shall be deemed  acceptable to Licensee,  provided
that the firm  selected  by Licensor is not  Licensor's  auditor of record.  The
accountant shall provide Licensor with a report containing his/ her conclusions,
but not the inspected records nor the information  contained therein,  and shall
concurrently provide Licensee with such report. *

Section 6.4. Protection of Licensor's Proprietary Interest. *

Section 6.5 Product Use. *

                                   ARTICLE VII

                       PATENT PROSECUTION AND ENFORCEMENT

Section 7.1. Patent Applications. The responsibility for the prosecution of, and
the exclusive right to apply for,  prosecute,  maintain and enforce the Licensed
Patents shall be and remain with  Licensor  except as provided  below.  Licensor
shall  exercise  all  reasonable  efforts in this  regard.  Licensor  shall keep
Licensee informed of the course of such patent prosecution.

Section 7.2.  Infringement  Notice.  Licensee shall notify Licensor  promptly in
writing of any infringement of any issued Licensed Patent or other  interference
with Licensor's  proprietary  interests relating to the Technology or the Martek
Products which becomes known to Licensee. If Licensor determines that a material
infringement  exists,  Licensor shall communicate such determination to Licensee
in writing and take prompt action to attempt to eliminate that infringement.

Section 7.3. Infringement Actions. If Licensor receives Licensee's  infringement
notice  under  Section  7.2 of this  Agreement  and  within  a  reasonable  time
thereafter  Licensor is unsuccessful in eliminating the  infringement,  Licensor
shall have the first right to bring, at its own expense,  an infringement action
against any Third Party within a reasonable  time * If Licensor waives its right
to  bring  such  an  infringement  action  in  writing  to  Licensee  or has not
eliminated  such  infringement  or initiated an  infringement  suit *, Licensee,
after  notifying   Licensor  in  writing,   shall  be  entitled  to  bring  such
infringement action at its own expense. The party not bringing such infringement
action shall provide  assistance,  at the requesting party's expense,  as may be
reasonably  requested  by the party  bringing  such  action,  including  without
limitation  joining an infringement suit as a party. * The party conducting such
action shall have full control over its conduct,  including  settlement thereof,
provided that no offer of settlement,  settlement or compromise shall be binding
on a party  without  its  prior  written  consent  (which  consent  shall not be
unreasonably  withheld) unless such settlement fully releases such party without
any liability, loss, cost or obligation to such party.

Section 7.4.  Defense of  Infringement  Actions.  Licensor  and Licensee  hereby

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
acknowledge and agree that each party shall be responsible for defending, at its
own expense,  any  infringement  action brought  against such party by any Third
Party, and Licensor and Licensee agree reasonably to cooperate with the other in
any such defense and in responding to any threatened infringement action, and to
provide  assistance,  at its  own  (respective)  expense,  as may be  reasonably
requested  by the  defending  party.  In the event that  Licensee is required to
defend  any  infringement  action  relating  to the  Technology  or  the  Martek
Products, *

                                  ARTICLE VIII

                                   ASSIGNMENT

Section 8.1.  Assignment.  This Agreement and the rights granted hereunder shall
not be  assignable,  in  whole  or in part,  by  either  party,  nor  shall  its
obligations  hereunder be delegated,  without the prior  written  consent of the
other party, which shall not be unreasonably withheld;  provided,  however, that
this prohibition  against assignment shall not apply to: (i) an assignment to an
Affiliate of Licensee,  (ii) an assignment in connection  with the transfer of a
substantial  portion of either party's  business or its merger or  consolidation
with another company if such party promptly notifies the other party of any such
assignment,  merger or consolidation;  or (iii) an assignment by Licensor of its
rights, but not its obligations under this Agreement, to a Third Party *

                                   ARTICLE IX

                              PARTIES' RELATIONSHIP

Section 9.1. Relationship between Parties. Neither party to this Agreement shall
have the power to bind the other by any guarantee or representation  that either
party may give,  or in any other  respect  whatsoever,  or to incur any debts or
liabilities in the name of or on behalf of the other party,  and for purposes of
this Agreement,  the parties hereto hereby acknowledge and agree that they shall
not be deemed partners,  joint venturers, or to have created the relationship of
agency or of employer and employee between the parties.

                                    ARTICLE X

                                    INDEMNITY

Section 10.1. Indemnity by Licensee.  Licensee shall indemnify,  defend and hold
harmless Licensor and Licensor's directors,  officers, employees and agents from
and  against  all  Claims  and all Loss for  which  Licensor  or its  directors,
officers,  employees or agents may become liable or incur or be compelled to pay
and  resulting   from  of  a  breach  of  any  of  the   Licensee's   covenants,
representations and warranties or other material terms and conditions  contained
herein, *

Section 10.2 Indemnity by Licensor.  Licensor shall  indemnify,  defend and hold
harmless Licensee, its Affiliates, and Licensee's and its Affiliates' directors,
officers,  employees  and agents  from and  against  all Claims and all Loss for
which Licensee, its Affiliates or the directors,  officers,  employees or agents
of  either  of them  may  become  liable  or incur  or be  compelled  to pay and
resulting from: (i) a defect in the Martek  Products  purchased by Licensee from
Licensor under the Supply Agreement  (excluding the determination of a defect in
the safety and utility of the Martek  Product  relating to its use in a Licensee
Product);  (ii) the  failure of  Licensor  to  manufacture  the Martek  Products
purchased by Licensee from Licensor in accordance with  specifications  mutually
agreed to by Licensor and Licensee in the Supply Agreement; (iii) any negligence
or intentional  wrongdoing of Licensor;  and (iv) the breach by Licensor of this
Agreement or the Supply Agreement, *

Section 10.3  Condition  to  Indemnification.  If either  party  expects to seek
indemnification  under this  Article  X, it shall  promptly  give  notice to the
indemnifying  party  of  the  basis  for  such  claim  of  indemnification.   If
indemnification  is sought as a result of any third  party  claim or suit,  such
notice to the indemnifying party shall be within fifteen (15) days after receipt
by the  other  party of such  claim  or suit (if to  Abbott,  notice  to  Abbott
Laboratories,  Risk  Management,  D-317,  100 Abbott Park Road,  Abbott Park, IL
60064-3500, with copy to the Abbott persons identified in Section 12.5 below; if
to Licensor, notice as set forth in Section 12.5 below); provided, however, that
the  failure to give  notice  within  such time  period  shall not  relieve  the
indemnifying  party of its obligation to indemnify unless it shall be materially
prejudiced by the failure. Each party shall fully cooperate with the other party
in the defense of all such claims or suits.  No offer of settlement,  settlement
or  compromise  shall be binding on a party  hereto  without  its prior  written
consent  (which  consent  shall  not  be  unreasonably   withheld)  unless  such
settlement  fully  releases  such party  without any  liability,  loss,  cost or
obligation to such party.

Section 10.4 Survival of Indemnity Obligation.  The indemnification  obligations
provided in this  Agreement,  including  that  provided  in this  Article and in
Section 6.2 of this  Agreement,  shall survive the  expiration or termination of
this Agreement,  whether  occasioned by the Agreement's  expiration  pursuant to
Section  3.1 of this  Agreement  or earlier  termination  pursuant  to the other
Sections of Article III of this Agreement, for the longer of: *

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
                                   ARTICLE XI

                                 CONFIDENTIALITY

Section  11.1.  Disclosure  of  Information.  All the  Technology  and all other
information  exchanged  by the parties  pursuant  to, and in  execution of their
obligations  and in exercise of their  rights  under,  this  Agreement  shall be
deemed confidential.  Licensor and Licensee acknowledge and agree that the value
of the Technology, the Martek Products, and the Licensee Products is based, to a
large extent, on maintaining the  confidentiality of the Technology,  the Martek
Products and the Licensee Products and preventing any unauthorized dissemination
to or use by Third  Parties of  information  relating to the  Technology  or the
Martek  Products.   Disclosure  of  confidential  and  proprietary   information
hereunder,  whether  orally or in  written  form,  shall be  safeguarded  by the
recipient  and  shall  not be  disclosed  to  Third  Parties  and  shall be made
available  only to the  receiving  party's  employees or other agents who have a
need  to  know  such   information   for  purposes  of  performing  the  party's
obligations,  or for  purposes  of  exercising  the party's  rights,  under this
Agreement  and such  employees or other agents shall have a legal  obligation to
the employer or principal,  as applicable,  not to disclose such  information to
Third Parties. Each party shall treat any and all such confidential  information
in the same manner and with the same  protection as such party maintains its own
confidential information.  These mutual obligations of confidentiality shall not
apply to any  information to the extent that such  information:  (i) is or later
becomes generally  available to the public, such as by publication or otherwise,
through no fault of the  receiving  party;  (ii) is obtained  from a Third Party
having  the legal  right to make such a  disclosure;  or (iii) is  independently
developed by a party without access to the confidential  information.  Licensor,
Licensee or Licensee's  Affiliates shall not remove from any  communications  or
other documents  delivered by a disclosing party any proprietary notices affixed
thereto by the disclosing party.

Without  the prior  written  approval of the other party  hereto,  Licensor  and
Licensee  shall not be  permitted  to  disclose  (including  but not  limited to
disclosure  in  response  to  questions),  announce,  or  issue a press  release
concerning  the  fact,  the  nature  and the  terms  of this  Agreement  and the
transactions  to be performed  pursuant  hereto to any Third  Person;  provided,
however, that (i) Licensor and Licensee may disclose any otherwise  confidential
or proprietary  information  as and to the extent  required by applicable law or
government  agency,  including,  but not limited to, any  applicable  disclosure
requirements  under  the  federal  securities  laws or  regulations  thereunder,
provided  that the  disclosing  party gives no less than five (5) business  days
prior  written  notice to the  other  party  and  gives  the  other  party  such
assistance  as the other  party  may  reasonably  request,  in  accordance  with
applicable  law,  in  order  to  prevent,  challenge,  modify  or  protect  such
disclosure  ; (ii)  Licensor and Licensee may disclose the fact and the terms of
this  Agreement to its attorneys and  accountants;  and (iii) promptly after the
date of this  Agreement,  Licensor and Licensee shall agree in writing upon, and
issue together, a joint press release.

Section 11.2. Post-Termination  Obligations. * Licensee promptly shall return to
Licensor all the Technology, Martek Product samples, documents, records, and all
other  property  or  documentation  disclosed  or  delivered  to Licensee or its
Affiliates  pursuant to this  Agreement  and then in  existence,  subject to the
retention by Licensee of one (1) copy thereof for archival purposes.

                                   ARTICLE XII

                                  MISCELLANEOUS

Section 12.1.  Dispute  Resolution.  Licensor and Licensee covenant and agree to
use their  diligent  efforts to resolve any disputes  that arise between them in
the future and are  related to this  Agreement  through  negotiation  and mutual
agreement  and, if good faith  efforts to so negotiate  and  mutually  agree are
unavailing,  through  binding  ADR under the  procedures  set forth in Exhibit 3
attached to this  Agreement.  The results of such ADR shall be final and binding
on the parties and enforceable in any court of competent jurisdiction.

Section  12.2  Information  Exchange.  During  the term of this  agreement,  the
parties  shall  promptly  notify  each other of any  report of an adverse  event
associated  with the use of a Martek  Product  in any  infant  formula  product.
Licensee shall have sole discretion in determining what action, if any, is to be
taken in  connection  with any such adverse  event report  relating to an Infant
Formula Product.

Section 12.3. Force Majeure. Neither party to this Agreement shall be liable for
damages due to delay or failure to perform any  obligation  under this Agreement
if such delay or failure  results  directly  or  indirectly  from  circumstances
beyond the control of such party. Such  circumstances  shall include,  but shall
not be limited to, acts of God, acts of war, civil commotions,  riots,  strikes,
lockouts,  acts  of the  government  in  either  its  sovereign  or  contractual
capacity, perturbation in telecommunications transmissions,  inability to obtain
suitable  equipment  or  components,   accident,  fire,  water  damages,  flood,
earthquake, or other natural catastrophes.

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
Section 12.4.  Construction of Agreement.  This Agreement shall be construed and
the respective  rights of the parties shall be determined  under and pursuant to
the laws of the State of Delaware,  without regard to the principles of conflict
of  laws  thereof.  The  parties  expressly  exclude  the  applicability  of the
Convention on Contracts for the International Sale of Goods.

Section 12.5. Notices. Notices required under this Agreement shall be in writing
and sent by registered mail, by facsimile transmission, by nationally recognized
overnight  courier service,  or by hand delivery,  with written  verification of
receipt  and  date  of  receipt,  to the  respective  parties  at the  following
addresses:

         Notices to Licensor:

                  Martek Biosciences Corporation
                  6480 Dobbin Road
                  Columbia, Maryland 21045
                  Facsimile:  (410) 740-2985
                  Attn:  General Counsel

         Notices to Licensee:

                  Ross Products Division
                  625 Cleveland Ave.
                  Columbus, OH  43215
                  Attn:  Vice President, Business Development and Strategic
                  Planning
                  Facsimile:  (614) 624-7030

         With a copy to:

                  Senior Counsel
                  Ross Products Division
                  [same address]
                  Facsimile:  (614) 624-3074

                  Abbott Laboratories
                  200 Abbott Park Road
                  Abbott Park, IL 60064
                  Attn: President, Abbott International Division
                  Facsimile:  (847) 935-3260

         With a copy to:

                  Vice President, International Legal Operations
                  Abbott Laboratories
                  [same address]
                  Facsimile:  (847) 938-1342

or to such other  address as either  party may  designate  by a notice  given in
compliance with this paragraph, and shall be deemed effective when received.

Section 12.6. Entire Agreement.  This Agreement,  including the Exhibits hereto,
constitutes  the entire  agreement  between the parties  hereto and there are no
representations,  warranties or covenants  relative hereto,  which shall survive
the execution of this Agreement unless fully set forth herein.

Section 12.7. Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.  No person, firm or corporation other than the parties hereto and their
successors  and permitted  assigns  shall derive  rights or benefits  under this
Agreement.

Section 12.8. Counterparts. This Agreement may be executed in counterparts.

Section 12.9. Severability.  If any provision of this Agreement is declared void
or  unenforceable by any relevant  judicial or  administrative  authority,  such
declaration  shall  not of  itself  nullify  the  remaining  provisions  of this
Agreement.  Consequently,  the parties shall meet to determine the effect of any
such  declaration  and any  variations  to this  agreement  which  are  mutually
desirable.

Section  12.10.  Waiver.  No waiver by either  party of any breach of any of the
terms or conditions  herein provided to be performed by the other party shall be
construed as a waiver of any  subsequent  breach,  whether of the same or of any
other term or condition hereof.

Section  12.11  Headings.  Section  headings  contained  in this  Agreement  are
inserted for convenience of reference only,  shall not be deemed to be a part of
this  Agreement  for any purpose,  and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

THEREFORE,  the parties hereto have caused this Agreement to be duly executed in
their respective behalves as of the day and year first written above.

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
MARTEK BIOSCIENCES CORPORATION

By:/s/ Henry Linsert, Jr.
   ---------------------------

Print Name: Henry Linsert, Jr.
            ------------------

Print Title: CEO
             ---

Date:  3/31/00
       -------


ABBOTT LABORATORIES


By:/s/ Joy A. Amundson
   -------------------

Print Name:  Joy A. Amundson

Print Title:  President, Ross Products Division


Date:3/31/00
     -------

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
           EXHIBIT 1 - MARTEK Patents and Patent Applications (4 pgs)

"Arachidonic Acid and Methods for the Production and Use Thereof"

Patents Granted
----------------------- ------------------------
Country                 Patent No.
----------------------- ------------------------
----------------------- ------------------------
Australia               661674
----------------------- ------------------------
----------------------- ------------------------
French Africa           09909
----------------------- ------------------------
----------------------- ------------------------
Indonesia               ID 0000393
----------------------- ------------------------
----------------------- ------------------------
Israel                  100732
----------------------- ------------------------
----------------------- ------------------------
New Zealand             241,358
----------------------- ------------------------
----------------------- ------------------------
South Africa            92/0454
----------------------- ------------------------
----------------------- ------------------------
Sri Lanka               10527
----------------------- ------------------------
----------------------- ------------------------
Russia                  2120998
----------------------- ------------------------


*

PCT Application That Has Entered National Phase
-------------------------- ----------------------- --------------
Serial No.                 Publication No.         Pbl. Date
-------------------------- ----------------------- --------------
-------------------------- ----------------------- --------------
PCT/US92/00517             WO 92/13086             8/6/92
-------------------------- ----------------------- --------------


*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
"Arachidonic Acid and Methods for the Production and Use Thereof" (CIP)

Patents Granted
----------------------- ------------------------
Country                 Patent No.
----------------------- ------------------------
----------------------- ------------------------
United States           5,658,767
----------------------- ------------------------
----------------------- ------------------------
Singapore               42669
----------------------- ------------------------


*

PCT Application That Has Entered National Phase
-------------------------- ---------------------- ---------------
Serial No.                 Publication No.        Pbl. Date
-------------------------- ---------------------- ---------------
-------------------------- ---------------------- ---------------
PCT/US96/00182             WO 96/21037            7/11/96
-------------------------- ---------------------- ---------------

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
"Docosahexaenoic  Acid, Methods for its Production and Compounds  Containing the
Same"

Patents Granted
----------------------- ---------------------
Country                 Patent No.
----------------------- ---------------------
----------------------- ---------------------
Australia               660,162
----------------------- ---------------------
----------------------- ---------------------
Europe 1                0515460
----------------------- ---------------------
----------------------- ---------------------
Israel                  97126
----------------------- ---------------------
----------------------- ---------------------
Israel                  111174
----------------------- ---------------------
----------------------- ---------------------
Japan                   2830951
----------------------- ---------------------
----------------------- ---------------------
Philippines             31568
----------------------- ---------------------
----------------------- ---------------------
United States           5,397,591
----------------------- ---------------------
----------------------- ---------------------
United States           5,407,957
----------------------- ---------------------
----------------------- ---------------------
United States           5,492,938
----------------------- ---------------------
----------------------- ---------------------
United States           5,711,983
----------------------- ---------------------
1  Individual  national  applications  based on this  application  were filed in
United Kingdom, Germany, France, Austria, Denmark, Greece,  Luxembourg,  Sweden,
Switzerland, Belgium, Italy, Netherlands, Spain, and Romania.
*

PCT Application That Has Entered National Phase
--------------------------- ---------------------- ---------------
Serial No.                  Publication No.        Pbl. Date
--------------------------- ---------------------- ---------------
--------------------------- ---------------------- ---------------
PCT/US91/00733              WO 91/11918            8/22/91
--------------------------- ---------------------- ---------------


*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
"Microbial Oil Mixtures and Uses Thereof"

Patents Granted
----------------------- ---------------------
Country                 Patent No.
----------------------- ---------------------
----------------------- ---------------------
Australia               661,297
----------------------- ---------------------
----------------------- ---------------------
Canada                  2,101,274
----------------------- ---------------------
----------------------- ---------------------
French Africa           10348
----------------------- ---------------------
----------------------- ---------------------
Indonesia               ID 0000174
----------------------- ---------------------
----------------------- ---------------------
Israel                  100733
----------------------- ---------------------
----------------------- ---------------------
Israel                  114253
----------------------- ---------------------
----------------------- ---------------------
Japan                   2731035
----------------------- ---------------------
----------------------- ---------------------
Mexico                  183638
----------------------- ---------------------
----------------------- ---------------------
New Zealand             241,359
----------------------- ---------------------
----------------------- ---------------------
Russia                  2093996
----------------------- ---------------------
----------------------- ---------------------
South Africa            92/0452
----------------------- ---------------------
----------------------- ---------------------
Sri Lanka               10526
----------------------- ---------------------
----------------------- ---------------------
United States           5,374,657
----------------------- ---------------------
----------------------- ---------------------
United States           5,550,156
----------------------- ---------------------


*

PCT Application That Has Entered National Phase
-------------------------- ---------------------- --------------
Serial No.                 Publication No.        Pbl.  Date
-------------------------- ---------------------- --------------
-------------------------- ---------------------- --------------
PCT/US92/00522             WO 92/12711            8/6/92
-------------------------- ---------------------- --------------





*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
                                EXHIBIT 2 (3 pp.)

                                   TRADEMARKS

--------------- ----------- -------- -------------------- ----------------------
MARK            COUNTRY     CLASSES  STATUS               REGISTRATION OR
                                                          SERIAL NO.
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
Neuromins       United
                States      1,5,29   Reg. 12/8/98         2,209,435
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Canada      N/A      Reg. 3/26/99         510,042
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       1        Reg. 8/14/99         1302546
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
[in Chinese
characters]     China       1        Reg. 8/14/99         1302547
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       5        Reg. 8/14/99         1302800
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
[in Chinese
 characters]    China       5        Reg. 7/28/99         1297757
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       29       Reg. 7/14/99         1293972
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
[in Chinese
characters]     China       29       Reg. 7/14/99         1293973
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                European
                Community   1, 5, 30 Reg. 11/6/98         371,583
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Japan       29       Reg. 1/14/99         4,229,698
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Japan       30       Reg. 1/14/99         4,229,699
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Mexico      1        Reg. 7/30/97         554,719
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Mexico      5        Reg. 7/30/97         554.720
--------------- ----------- -------- -------------------- ----------------------

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
--------------- ----------- -------- -------------------- ----------------------
MARK            COUNTRY     CLASSES  STATUS               REGISTRATION OR
                                                          SERIAL NO.
--------------- ----------- -------- -------------------- ----------------------
Neuromins
(cont'd)        Mexico      29       Reg. 7/30/97         554.721
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Mexico      30       Reg. 7/30/97         554.722
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
Arasco          United
                States      1, 5     Reg. 5/23/95         1,894,738
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Benelux     1, 5     Reg. 9/22/94         558,581
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Canada      N/A      Reg. 4/22/97         475,074
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       1        Reg. 2/28/97         952085
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       5        Reg. 4/14/97         978613
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                France      1, 5     Reg. 10/6/94         94/539.090
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                France      5        Reg. 7/27/95         95/582.463
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Germany     1, 5     Reg. 6/22/95         2 908 191
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Germany     5        Reg. 10/20/97        395 30 455
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Israel      1        Reg. 7/1/96          94940
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Israel      5        Reg. 7.1.96          94941
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Italy       1, 5     Reg. 7/26/96         685002
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Japan       5        Reg. 8/29/97         3343313

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
--------------- ----------- -------- -------------------- ----------------------
MARK            COUNTRY     CLASSES  STATUS               REGISTRATION OR
                                                          SERIAL NO.
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
Arasco
(cont'd)
[in Korean
characters]     South Korea 10       Reg. 9/27/97         3672277
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Spain       1        Reg. 5/5/95          1 923 229/2
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Spain       5        Reg. 5/5/95          1 923 231/4
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                United
                Kingdom     1        Reg. 9/26/94         1,586,321
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                United
                Kingdom     5        Reg. 9/26/94         1,586,322
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
Dhasco          United
                States      1        Reg. 5/23/95         1,894,739
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Benelux     1, 5     Reg. 9/22./94        558,580
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Canada      N/A      Reg. 4/23/97         475.803
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       1        Reg. 2/28/97         952084
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                China       5        Reg. 4/14/97         978614
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                France      1, 5     Reg. 10/6/94         94/539.089
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                France      5        Reg. 7/27/95         95/582.461
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Germany     5        Reg. 7/25/95         395 30 456
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Indonesia   1, 5     Reg. 5/19/95         367,623
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Israel      1        Reg. 7/1/96          94942
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Israel      5        Reg. 7/1/96          94943
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Italy       1, 5     Reg. 7/25/96         685003
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Japan       1        Reg. 12/25/96        3236317
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Japan       5        Reg. 8/29/97         3343314
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
[in Korean
characters]     South Korea 10       Reg. 4/23/96         337927
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                United
                Kingdom     1        Reg. 9/26/94         1,586,323
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                United
                Kingdom     5        Reg. 9/26/94         1,586,324
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
Formulaid       United
                States      5        Reg. 12/21/93        1,812,662
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Benelux     5        Reg. 8/4/94          561,563
--------------- ----------- -------- -------------------- ----------------------

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
--------------- ----------- -------- -------------------- ----------------------
MARK            COUNTRY     CLASSES  STATUS               REGISTRATION OR
                                                          SERIAL NO.
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
Formulaid
(cont'd)        Canada      N/A      Reg. 12/22/95        452,191
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                *           *        *                    *
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                France      5        Reg. 8/22/94         94/533.500
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Germany     5        Reg. 5/15/95         2 096 416
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Indonesia   5        Reg. 5/19/95         371734
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Israel      5        Reg. 2/4/96          94166
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Italy       5        Reg. 7/25/96         684464
--------------- ----------- -------- -------------------- ----------------------
                Japan       5        Reg. 4/25/97         3294461
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
[in Korean
characters]     South Korea 10       Reg. 11/13/97        382069
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                Spain       5        Reg. 10/5/95         1.918.547/2
--------------- ----------- -------- -------------------- ----------------------
--------------- ----------- -------- -------------------- ----------------------
                United
                Kingdom     5        Reg. 8/8/94          1581072
--------------- ----------- -------- -------------------- ----------------------

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
                                    EXHIBIT 3

                         Alternative Dispute Resolution


The parties  recognize  that bona fide disputes as to certain  matters may arise
from  time to time  during  the term of this  Agreement  which  relate to either
party's  rights  and/or  obligations.  To have such a dispute  resolved  by this
Alternative  Dispute  Resolution  ("ADR")  provision,  a party  first  must send
written  notice of the dispute to the other party for  attempted  resolution  by
good faith negotiations between their respective presidents (or their designees)
of the affected subsidiaries,  divisions,  or business units within twenty-eight
(28) days after such notice is received  (all  references  to "days" in this ADR
provision are to calendar days).

If the matter has not been resolved within  twenty-eight (28) days of the notice
of dispute,  or if the parties fail to meet within such  twenty-eight (28) days,
either  party may initiate an ADR  proceeding  as provided  herein.  The parties
shall have the right to be represented by counsel in such a proceeding.

1. To begin an ADR proceeding, a party shall provide written notice to the other
party of the issues to be resolved by ADR.  Within  fourteen (14) days after its
receipt of such  notice,  the other  party may,  by written  notice to the party
initiating the ADR, add additional issues to be resolved within the same ADR.

2. Within twenty-one (21) days following receipt of the original ADR notice, the
parties shall select a mutually  acceptable neutral to preside in the resolution
of any disputes in this ADR proceeding.  If the parties are unable to agree on a
mutually  acceptable  neutral  within such period,  either party may request the
President  of the CPR  Institute  for Dispute  Resolution  ("CPR"),  366 Madison
Avenue,  14th Floor,  New York, New York 10017, to select a neutral  pursuant to
the following procedures:

(a) The CPR  shall  submit  to the  parties  a list of not  less  than  five (5)
candidates  within  fourteen (14) days after receipt of the request,  along with
Curriculum  Vitae  for  each  candidate.  No  candidate  shall  be an  employee,
director,  or  shareholder  of  either  party  or any of their  subsidiaries  or
affiliates.

(b) Such list shall include a statement of  disclosure by each  candidate of any
circumstances likely to affect his or her impartiality.

(c) Each party shall  number the  candidates  in order of  preference  (with the
number one (1) signifying the greatest preference) and shall deliver the list to
the CPR within seven (7) days following receipt of the list of candidates.  If a
party believes a conflict of interest  exists  regarding any of the  candidates,
that party shall provide a written  explanation of the conflict to the CPR along
with its list  showing its order of  preference  for the  candidates.  Any party
failing to return a list of preferences on time shall be deemed to have no order
of preference.

(d) If the parties  collectively have identified fewer than three (3) candidates
deemed to have conflicts, the CPR immediately shall designate as the neutral the
candidate  for  whom  the  parties  collectively  have  indicated  the  greatest
preference. If a tie should result between two candidates, the CPR may designate
either candidate.  If the parties collectively have identified three (3) or more
candidates  deemed to have  conflicts,  the CPR shall  review  the  explanations
regarding  conflicts  and, in its sole  discretion,  may either (i)  immediately
designate as the neutral the  candidate for whom the parties  collectively  have
indicated  the  greatest  preference,  or (ii) issue a new list of not less than
five (5)  candidates,  in which case the procedures  set forth in  subparagraphs
2(a) - 2(d) shall be repeated.

3. No earlier  than  twenty-eight  (28) days or later than  fifty-six  (56) days
after selection,  the neutral shall hold a hearing to resolve each of the issues
identified  by the parties.  The ADR  proceeding  shall take place at a location
agreed upon by the  parties.  If the parties  cannot  agree,  the neutral  shall
designate a location other than the principal  place of business of either party
or any of their subsidiaries or affiliates.

4. At least seven (7) days prior to the  hearing,  each party  shall  submit the
following to the other party and the neutral:

(a) a copy of all  exhibits  on which such party  intends to rely in any oral or
written presentation to the neutral;

(b) a list of any  witnesses  such party  intends to call at the hearing,  and a
short summary of the anticipated testimony of each witness;

(c) a proposed ruling on each issue to be resolved,  together with a request for
a specific damage award or other remedy for each issue. The proposed rulings and
remedies  shall not contain any  recitation of the facts or any legal  arguments
and shall not exceed one (1) page per issue.


*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
<PAGE>
(d) a brief in support of such party's proposed  rulings and remedies,  provided
that the brief shall not exceed twenty (20) pages.  This page  limitation  shall
apply regardless of the number of issues raised in the ADR proceeding.

Except as expressly set forth in  subparagraphs  4(a) - 4(d), no discovery shall
be required or permitted by any means, including  depositions,  interrogatories,
requests for admissions, or production of documents.

5. The  hearing  shall be  conducted  on two (2)  consecutive  days and shall be
governed by the following rules:

(a) Each party shall be  entitled  to five (5) hours of hearing  time to present
its case.  The neutral shall  determine  whether each party has had the five (5)
hours to which it is entitled.

(b)  Each  party  shall  be  entitled,  but not  required,  to  make an  opening
statement,  to  present  regular  and  rebuttal  testimony,  documents  or other
evidence,  to  cross-examine   witnesses,   and  to  make  a  closing  argument.
Cross-examination  of  witnesses  shall occur  immediately  after  their  direct
testimony,  and  cross-examination  time  shall be  charged  against  the  party
conducting the cross-examination.

(c) The party  initiating  the ADR shall begin the hearing and, if it chooses to
make an opening statement,  shall address not only issues it raised but also any
issues raised by the responding  party.  The responding  party, if it chooses to
make an opening  statement,  also shall  address  all issues  raised in the ADR.
Thereafter,  the  presentation of regular and rebuttal  testimony and documents,
other evidence, and closing arguments shall proceed in the same sequence.

(d) Except when  testifying,  witnesses shall be excluded from the hearing until
closing arguments.

(e) Settlement negotiations, including any statements made therein, shall not be
admissible under any circumstances.  Affidavits prepared for purposes of the ADR
hearing also shall not be admissible. As to all other matters, the neutral shall
have sole discretion regarding the admissibility of any evidence.

6. Within seven (7) days  following  completion  of the hearing,  each party may
submit to the other party and the neutral a post-hearing brief in support of its
proposed  rulings and  remedies,  provided  that such brief shall not contain or
discuss  any new  evidence  and  shall  not  exceed  ten (10)  pages.  This page
limitation  shall  apply  regardless  of the number of issues  raised in the ADR
proceeding.

7. The neutral  shall rule on each  disputed  issue  within  fourteen  (14) days
following completion of the hearing. Such ruling shall adopt in its entirety the
proposed  ruling and remedy of one of the parties on each disputed issue but may
adopt one party's  proposed  rulings  and  remedies on some issues and the other
party's  proposed  rulings and remedies on other  issues.  The neutral shall not
issue any written opinion or otherwise explain the basis of the ruling.

8. The neutral  shall be paid a  reasonable  fee plus  expenses.  These fees and
expenses,  along with the  reasonable  legal fees and expenses of the prevailing
party (including all expert witness fees and expenses), the fees and expenses of
a court reporter, and any expenses for a hearing room, shall be paid as follows:

(a) If the  neutral  rules in favor of one party on all  disputed  issues in the
ADR, the losing party shall pay 100% of such fees and expenses.

(b) If the  neutral  rules in favor of one  party on some  issues  and the other
party on other  issues,  the  neutral  shall  issue  with the  rulings a written
determination  as to how such fees and expenses  shall be allocated  between the
parties.  The neutral  shall  allocate  fees and  expenses in a way that bears a
reasonable  relationship to the outcome of the ADR, with the party prevailing on
more issues,  or on issues of greater value or gravity,  recovering a relatively
larger share of its legal fees and expenses.

9. The rulings of the neutral and the  allocation of fees and expenses  shall be
binding,  non-reviewable,  and  non-appealable,  and may be  entered  as a final
judgment in any court having jurisdiction.

10.  Except as provided in paragraph 9 or as required by law,  the  existence of
the dispute,  any  settlement  negotiations,  the ADR hearing,  any  submissions
(including exhibits,  testimony,  proposed rulings, and briefs), and the rulings
shall be deemed Confidential  Information.  The neutral shall have the authority
to impose sanctions for unauthorized disclosure of Confidential Information.

*The  asterisk  denotes  that  confidential  portions of this  exhibit have been
omitted in reliance on Rule 24b-2 of the  Securities  Exchange Act of 1934.  The
confidential  portions  have been  submitted  separately to the  Securities  and
Exchange Commission.
</TEXT>
</DOCUMENT>
