JOHNSON & JOHNSON
CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.P
<SEQUENCE>7
<FILENAME>y83983exv10wp.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10(P)

                              CONSULTING AGREEMENT

       This Agreement is by and between Judah Folkman, M.D., an individual
having a business address at Children's Hospital, Hunnewell 103, 300 Longwood
Avenue, Boston, MA 02115 (hereinafter called "CONSULTANT"); and Johnson &
Johnson having a business address at One Johnson & Johnson Plaza, New Brunswick,
NJ 08933 (hereinafter called "J&J").

                                   WITNESSETH

       WHEREAS, J&J desires to engage CONSULTANT'S professional services; and

       WHEREAS, CONSULTANT desires to render professional services to J&J;

       WHEREAS, CONSULTANT represents that he is under no obligation to any
third party that would interfere with his rendering to J&J professional services
as hereinafter defined; and

       WHEREAS, J&J desires to engage Consultant's professional services for a
one year period January 1, 2003 through December 31, 2003, subject to renewal
upon the consent of both parties.

       NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants herein contained, the parties hereto agree as follows:

         1. J&J hereby offers to engage and CONSULTANT accepts engagement by J&J
of CONSULTANT's professional services as follows: advising and attendance at and
participation in Scientific Advisory Committee Meetings.

         2. In consideration of CONSULTANT's acceptance of this Consulting
Agreement and of his performance of the professional services as specifically
set forth in Paragraph 1 hereof, J&J shall pay CONSULTANT a fee of Three
Thousand Dollars ($3,000) per Scientific Advisory Committee Meeting attended,
starting on the date last set below. In addition J&J agrees to reimburse
CONSULTANT for all reasonable out-of-pocket (including J&J-authorized travel)
expenses incurred while providing consulting services to J&J hereunder. Airline
expenses are generally reimbursed at the business class level. Receipts shall be
required for all individual expenses exceeding $25.00.

         3. In order to carry out the consulting services set forth herein, it
has been and may be necessary for J&J to disclose to and provide CONSULTANT with
certain technical, economic, scientific, and/or business information relating to
the research and development activities and interests of J&J and its Affiliates
(hereinafter collectively referred to as "Information") which J&J considers
proprietary. Additionally, certain technical, economic, scientific and/or
business information may be developed by CONSULTANT in the course of the
services provided to J&J hereunder and this information will also be included in
the term "Information". CONSULTANT agrees to keep such Information in strict
confidence and not to disclose or use such Information for any purpose other
than for the performance of the services contemplated herein without the prior
written consent of J&J.

         4. Any inventions, whether patentable or not, improvements, ideas, or
Information made or conceived in connection with or during the performance of
services hereunder shall be the exclusive property of J&J. CONSULTANT, without
charge to J&J, shall execute, acknowledge, and deliver to J&J all such further
papers, including assignments and applications for patents, as may be necessary
to enable J&J to publish or protect said inventions, improvements, and ideas by
patent or otherwise in any and all countries and to vest title to said patents,
inventions, improvements, and ideas in J&J or its nominees, their successors or
assigns,

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                                       2


and shall render all such assistance as J&J may require in any Patent
Office proceeding or litigation involving said inventions, improvements, ideas
or Information.

         5. Any copyrightable work created by CONSULTANT in connection with or
during the performance of services contemplated by this Agreement shall be
considered a work made for hire, whether published or unpublished, and all
rights therein shall be the property of J&J as employer, author and owner of the
copyright in such work. CONSULTANT, without charge to J&J other than reasonable
payment for time involved in the event the services contained in this Agreement
shall have terminated, but at J&J's expense, shall duly execute, acknowledge,
and deliver to J&J all such further papers, including assignments and
applications for copyright registration or renewal, as may be necessary to
enable J&J to publish or protect said works by copyright or otherwise in any and
all countries, to vest title to said work in J&J or its nominees, their
successors or assigns, and shall render all such assistance as J&J may require
in any proceeding or litigation involving the rights in said works.

         6. J&J reserves the right at any time, upon written notice to
CONSULTANT, to terminate this Agreement, in which event J&J shall be obligated
to pay CONSULTANT only for services provided prior to such termination.

         7. CONSULTANT agrees to promptly inform J&J of any occurrence which
would affect his ability to consult with J&J hereunder. This includes similar
agreements with other pharmaceutical companies or research organizations.

         8. CONSULTANT represents that he is under no obligation or agreement
with any third party which would prevent him from carrying out his duties and
obligations under this Agreement.

         9. CONSULTANT agrees not to originate or use the name of J&J, or any of
its employees, in any publicity, news release or other public announcement,
written or oral, whether to the public, press or otherwise, relating to this
Consulting Agreement, to any amendment hereto, or to the performance hereunder,
without the prior written consent of J&J.

         10. CONSULTANT agrees that all matters arising under this Consulting
Agreement shall be interpreted under the laws of the State of New Jersey, United
States of America, and that venue for deciding all disputes hereunder shall be
the State of New Jersey.

         11. CONSULTANT understands and agrees that his relationship to J&J
hereunder will be as an independent contractor and not an employee or agent of
J&J, and he will not be entitled to participate in any of the benefits and
privileges available to J&J employees.

         12. Unless otherwise provided herein or terminated pursuant to
Paragraph 8 above, the term of this Agreement shall be one (1) year from the
last date set forth below until December 31, 2003. This Agreement shall be
renewable for successive one (1) year periods upon the mutual written consent of
the parties. Notwithstanding the termination of this Agreement the rights and
obligations recited in Paragraphs 3-6 shall continue.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year signed below.

Dated:  December 20,  2002


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