3 DIMENSIONAL PHARMACEUTICALS INC
RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
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<TYPE>EX-10.38
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<FILENAME>0003.txt
<DESCRIPTION>RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
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                                                                  EXHIBIT 10.38





              RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

                                     BETWEEN

                       3-DIMENSIONAL PHARMACEUTICALS, INC.

                                       AND

                                 CENTOCOR, INC.

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

ARTICLE 1      DEFINITIONS...................................................1

ARTICLE 2      GRANT OF LICENSE RIGHTS......................................11

      2.1   License for Direct Thrombin Inhibitors and Licensed Products....11

ARTICLE 3      BACK-UP RESEARCH PROGRAM.....................................12

      3.1   Generally.......................................................12

      3.2   The Research Plan...............................................12

      3.3   The JRC.........................................................13

      3.4   Information and Reports.........................................13

      3.5   Collaboration Tangible Research Products........................14

      3.6   Dedicated FTEs..................................................14

      3.7   Support of FTEs.................................................15

      3.8   Research Audit..................................................15

      3.9   Extension of the Research Term..................................15

      3.10  Additional Extension by Mutual Consent..........................16

      3.11  Ownership of Tangible Research Products.........................16

      3.12  Ownership of Collaboration Tangible Research Products...........16

ARTICLE 4      DEVELOPMENT OF LICENSED PRODUCTS.............................16

      4.1   Centocor's Right to Select Direct Thrombin Inhibitors...........16

      4.2   3DP's Responsibilities..........................................16

      4.3   Development Observer............................................17

      4.4   Centocor Development Efforts....................................17

      4.5   Development Responsibility and Costs............................18

      4.6   Regulatory Responsibilities and Costs...........................18

      4.7   3DP Co-Development in the United States for Deep Vein
            Thrombosis (DVT) ...............................................18

      4.8   Joint Steering Committee........................................19

      4.9   Responsibilities for Co-Developed Licensed Product..............22

      4.10  3DP Right to Terminate..........................................22

      4.11  Centocor Development and Commercialization......................22

ARTICLE 5      COMMERCIALIZATION OF LICENSED PRODUCTS.......................23

      5.1   Manufacture of Licensed Product.................................23


                                       i

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

      5.2   Commercial Responsibilities.....................................23

      5.3   Marking.........................................................23

      5.4   Centocor's Marketing Obligations For Licensed Products..........23

      5.5   Co-Promotion Option of 3DP......................................23

      5.6   Trademarks......................................................26

ARTICLE 6      FINANCIAL PROVISIONS.........................................26

      6.1   License Fee.....................................................26

      6.2   First Licensed Product Development Milestone Payments...........26

      6.3   Development Milestone Payments for Replacement Compositions.....27

      6.4   Development Milestone Payments for Subsequent Compositions......27

      6.5   Approval Milestone Payments For Additional Indications..........28

      6.6   Royalty Rate for Licensed Products Developed and Commercialized
            by Centocor.....................................................28

      6.7   Royalty Rate Reduction..........................................28

      6.8   Royalty Adjustment for Cost of Goods............................30

      6.9   Currency Restrictions...........................................30

      6.10  Royalty Period..................................................30

      6.11  Mode of Payment.................................................31

      6.12  Timing of Payments..............................................31

      6.13  Quarterly Royalty Reports.......................................31

      6.14  Royalty Payment Due Date; Accrual...............................32

      6.15  Royalty Report Timing...........................................32

      6.16  Financial Records...............................................32

      6.17  Currency Exchange...............................................32

      6.18  Audit...........................................................32

      6.19  Interest Due....................................................33

      6.20  Tax Withholding.................................................33

ARTICLE 7      CONFIDENTIAL INFORMATION.....................................34

      7.1   Confidentiality Obligations.....................................34

      7.2   Written Assurances and Permitted Uses of Confidential
            Information.....................................................34

      7.3   Authorized Disclosure...........................................35


                                       ii

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

      7.4   Publication.....................................................36

      7.5   Public Announcements............................................36

ARTICLE 8      PATENTS AND INTELLECTUAL PROPERTY............................36

      8.1   Ownership; Inventions...........................................37

      8.2   Disclosure of Patentable Inventions.............................37

      8.3   3DP Patentable Inventions and Know-How..........................37

      8.4   Centocor Patentable Inventions and Know-How.....................38

      8.5   Jointly Owned Program Patents...................................38

      8.6   Initial Filing if Made Outside of the United States.............39

      8.7   Infringement Claims by Third Parties............................39

      8.8   Patent Assignment...............................................40

      8.9   Infringement Claims Against Third Parties.......................40

      8.10  Notices Relating to the Act.....................................41

      8.11  Patent Term Extensions..........................................42

      8.12  Rights to Research Compounds....................................42

ARTICLE 9      INDEMNIFICATION..............................................43

      9.1   Research and Development Indemnification........................43

      9.2   Indemnification for Direct Thrombin Inhibitors and Licensed
            Products .......................................................43

      9.3   Insurance Proceeds..............................................44

      9.4   Insurance.......................................................44

ARTICLE 10     TERM AND TERMINATION.........................................45


      10.2  Termination of this Agreement by Centocor for any Reason........45

      10.3  Termination for Breach..........................................45

      10.4  Termination for Bankruptcy......................................45

      10.5  Effect of Termination...........................................45

      10.6  No Waiver.......................................................46

      10.7  Consequences of Termination.....................................46

      10.8  Results of Termination by Centocor for Cause....................46

      10.9  Survival of Obligations.........................................46


                                      iii

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

      10.10 Termination Not Sole Remedy.....................................46

      10.11 3DP Change of Control...........................................46

ARTICLE 11     REPRESENTATIONS AND WARRANTIES...............................47

      11.1  Authority.......................................................47

      11.2  No Conflicts....................................................48

      11.3  No Existing Third Party Rights..................................48

      11.4  Patents and Know-How Warranties.................................48

      11.5  Control of Know-How.............................................48

      11.6  Development Material............................................48

      11.7  Disclaimer of Warranties........................................48

      11.8  Continuing Representations......................................48

ARTICLE 12     DISPUTE RESOLUTION...........................................48

      12.1  Dispute Resolution and Arbitration..............................48

      12.2  Arbitration.....................................................49

ARTICLE 13     MISCELLANEOUS PROVISIONS.....................................49

      13.1  Entire Agreement................................................49

      13.2  Further Actions.................................................49

      13.3  Binding Effect..................................................49

      13.4  Assignment......................................................49

      13.5  No Implied Licenses.............................................49

      13.6  No Waiver.......................................................50

      13.7  Force Majeure...................................................50

      13.8  Independent Contractors.........................................50

      13.9  Notices and Deliveries..........................................50

      13.10 Restrictions on Unsolicited Activities..........................51

      13.11 Headings........................................................51

      13.12 Severability....................................................51

      13.13 Applicable Law..................................................51

      13.14 Advice of Counsel...............................................52

      13.15 Counterparts....................................................52


                                       iv

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

      13.16 Waiver..........................................................52

      13.17 Bankruptcy......................................................52

      13.18 Compliance with Laws............................................52

      13.19 Guaranty........................................................52

ARTICLE 14     HSR FILING...................................................52

      14.1  HSR Filing......................................................52

      14.2  HSR-Related Definitions.........................................53

      14.3  HSR Denial......................................................53


                                       v

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

              RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

This Agreement is made and effective as of December 29, 2000 (the "Execution
Date"), by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware
corporation having a principal place of business at Eagleview Corporate Center,
665 Stockton Drive, Suite 104, Exton, PA 19341 ("3DP"), and Centocor, Inc., a
Pennsylvania corporation having a principal place of business at 200 Great
Valley Parkway, Malvern, PA 19355-1307 ("Centocor"). Johnson & Johnson, a New
Jersey corporation, having its place of business at One Johnson & Johnson Plaza,
New Brunswick, New Jersey 08933, USA (hereinafter referred to as "J&J") is a
party to this Agreement as a guarantor of the performance under this Agreement
of Centocor and its Affiliates. 3DP and Centocor may be referred to individually
herein as a "Party" or together as the "Parties" and all references to "3DP" and
"Centocor" shall include their respective Affiliates, unless otherwise
indicated.

                                    RECITALS

WHEREAS, 3DP has identified and developed certain Direct Thrombin Inhibitors
with potential application in the prevention and treatment of human disease;

WHEREAS, Centocor is engaged in research, development and commercialization of
pharmaceutical products for the prevention and treatment of human disease;

WHEREAS, 3DP has a proprietary position in such Direct Thrombin Inhibitors; and
Centocor wishes to obtain from 3DP certain licenses to the patent applications,
patents and know-how relating to such Direct Thrombin Inhibitors and 3DP is
willing to grant such licenses to Centocor on the terms and subject to the
conditions hereinafter set forth; and

WHEREAS, the Parties wish to collaborate on certain additional research
activities with respect to certain follow-up compositions to such Direct
Thrombin Inhibitors using technology contributed by either Party and Developed
pursuant to this Agreement on the terms and subject to the conditions
hereinafter set forth.

NOW, THEREFORE, in consideration of the various promises and undertakings set
forth herein, the Parties agree as follows:

                                   ARTICLE 1

                                   DEFINITIONS

The terms in this Agreement with initial letters capitalized, whether used in
the singular or the plural, shall have the meaning set forth below or, if not
listed below, the meaning designated where first used in this Agreement.

      1.1   "Additional Indication" means an Indication other than the first
            Indication to receive Regulatory Approval as referenced in Section
            6.5.


                                       1

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      1.2   "Affiliate" means, with respect to any Party, any corporation or
            other business entity, which directly or indirectly controls, is
            controlled by, or is under common control with such Party. For the
            purposes of this definition, the term "control" (including, with
            correlative meanings, the term "controlled by" and "under common
            control with") as used with respect to any Party, shall mean the
            possession of at least 50% of the voting stock or other ownership
            interest of the other corporation or entity, or the power to direct
            or cause the direction of the management and policies of the
            corporation or other entity or the power to elect or appoint at
            least 50% of the members of the governing body of the corporation or
            other entity through the ownership of the outstanding voting
            securities or by contract or otherwise.

      1.3   "Agreement" means this agreement, including its schedules and
            exhibits, as the same may be amended from time to time.

      1.4   "Centocor Know-How" means Information which (a) Centocor discloses
            to 3DP under this Agreement or under the Confidentiality Agreements
            between the Parties dated April 5, 1999 and June 2, 1999 as amended
            on October 27, 1999 and (b) is within the Control of Centocor during
            the Term of the Agreement.

      1.5   "Centocor Patent" means the rights granted by any governmental
            authority under a Patent owned or Controlled by Centocor during the
            Term of this Agreement claiming a method, apparatus, material,
            manufacture or business method relating to a Direct Thrombin
            Inhibitor or Licensed Product, including its interest in Program
            Patents. A list of Centocor Patents is appended hereto as Exhibit
            1.5 and will be updated periodically to reflect additions thereto
            during the course of this Agreement.

      1.6   "Co-Develop" means Development of Licensed Product for DVT under an
            arrangement wherein 3DP pays for all Development costs or where 3DP
            and Centocor share Development costs for Development of Licensed
            Product for DVT in accordance with Section 4.7.

      1.7   "Collaboration Tangible Research Product" means any composition of
            matter or other tangible asset, including but not limited to
            compounds, natural products immunoglobulin molecules, proteins and
            peptides made or synthesized by either Party pursuant to the
            Research Plan in the course of the Research Program, including
            Research Compounds.

      1.8   "Combination Product" means a Licensed Product that includes one or
            more active ingredients in addition to a Direct Thrombin Inhibitor.

      1.9   "Commercialize" or "Commercialization" means any and all activities
            directed to marketing, promoting, manufacturing, packaging and
            distributing Licensed Product, offering for sale and selling of
            Licensed Product or importing Licensed


                                       2

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            Product for sale. When used as a verb, "Commercialize" means to
            engage in Commercialization.

      1.10  "Completion of a [**]" means fifteen (15) days after receipt by
            Centocor of a draft report containing all [**].

      1.11  "Control" or "Controlled" means possession of the ability to grant a
            license or sublicense of Patents, know-how or other intangible
            rights as provided for herein without violating the terms of any
            contract or other arrangements with any Third Party.

      1.12  "Co-Promote" or "Co-Promotion" means to promote a Licensed Product
            for DVT through 3DP's sales force alone or together with Centocor's
            sales force under a single trademark in the United States.

      1.13  "Co-Promotion Net Sales" are as defined in Paragraph 19 of Exhibit
            5.5.1.

      1.14  "Details" or "Detailing" shall mean sales presentations made to
            surgeons and other medical professionals who provide health care
            services to patients for Licensed Product for DVT in the United
            States.

      1.15  "Development" or "Develop" means preclinical and clinical drug
            development activities, including, among other things: test method
            development and stability testing, toxicology, formulation, process
            development, manufacturing scale-up, development-stage
            manufacturing, quality assurance/quality control development,
            statistical analysis and report writing, clinical studies and
            regulatory affairs, product approval and registration. For the
            purposes of this Agreement, Development shall include, without
            limitation, Pre-Phase I, Phase I, Phase II, Phase III, phase IIIB
            and phase IV Clinical Trials. When used as a verb, "Develop" means
            to engage in Development.

      1.16  "Development Cost" shall mean the out of pocket costs paid to Third
            Parties associated with Development of Direct Thrombin Inhibitors
            and Licensed Products for DVT and a reasonable allocation of
            internal personnel costs pursuant to such Development and other
            costs included in the Development budget in accordance with the
            Development Plan.

      1.17  "Development Plan" means the plan and budget describing the proposed
            Development of Direct Thrombin Inhibitors for DVT in the United
            States, including, but not limited to, the Development activities
            for obtaining Regulatory Approval.

      1.18  "Direct Thrombin Inhibitor" means: [**] (i) [**] that are
            discovered, synthesized or acquired (to the extent such composition
            of matter is not encumbered at the time of its acquisition) by 3DP
            or Centocor during the


                                       3

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            Research Term, and up until [**] after the end of the Research Term
            including, but not limited to, [**]; and (ii) [**].

            [**]

      1.19  "Dollars" means the legal currency of the United States.

      1.20  "Drug Approval Application" means an application for Regulatory
            Approval required before commercial sale or use of a Licensed
            Product as a drug in a regulatory jurisdiction.

      1.21  "DVT" means the prevention and/or treatment of deep venous
            thrombosis.

      1.22  "EMEA" means the European Medicines Evaluation Agency or any
            successor agency.

      1.23  "Execution Date" means the date of this Agreement as set forth
            above.

      1.24  "FDA" means the United States Food and Drug Administration or any
            successor agency.

      1.25  "Field" means the research, discovery, synthesis and identification
            of Direct Thrombin Inhibitors, and the Development, use and
            Commercialization of Licensed Product for therapeutic, prophylactic
            or diagnostic use in humans or animals.

      1.26  "First Commercial Sale" means, with respect to a given Licensed
            Product, the first sale in an arms length transaction and shipment
            of a Licensed Product to a Third Party by Centocor or its
            Sublicensee in a country in the Territory following applicable
            Regulatory Approval of the Licensed Product in such country.

      1.27  "FTE" means a full time scientific person dedicated to the Research
            Program, or in the case of less than a full-time dedicated
            scientific person, a full-time, equivalent scientific person year,
            based upon a total of forty-seven (47) weeks or one thousand eight
            hundred eighty (1,880) hours per year of scientific work, on or
            directly related to the Research Program, carried out by an employee
            and/or consultant under contract and/or a Third Party under
            contract.

      1.28  "Generic Equivalent" means a Product that is being sold in a country
            without infringing a claim of a 3DP Patent, Centocor Patent or
            jointly owned Program Patent covering a Licensed Product being sold
            hereunder by Centocor, which would have infringed such claim of a
            3DP Patent, Centocor Patent or jointly owned Program Patent, or
            which would have prevented a Third Party from selling the same
            Direct Thrombin Inhibitor that is part of the Licensed Product, if
            such claim of a 3DP Patent, Centocor Patent or jointly owned Program
            Patent were in force in that country.


                                       4

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      1.29  "IND" means an investigational new drug application filed with the
            FDA as more fully defined in 21 C.F.R.ss.312.3 or its equivalent in
            any country.

      1.30  "Indication" means a recognized disease or condition as identified
            in an NDA for a Licensed Product. Notwithstanding the foregoing for
            the purposes of this Agreement, [**] will be considered separate
            Indications even if they are included in the same NDA.

      1.31  "Information" means all information including, but not limited to,
            screens, models, inventions, practices, methods, knowledge,
            know-how, skill, experience, test data including pharmacological,
            toxicological and clinical test data, analytical and quality control
            data, marketing, pricing, distribution, costs, sales, manufacturing
            data, and patent and legal data or descriptions (to the extent that
            disclosure thereof would not result in loss or waiver of privilege
            or similar protection) and methods as each of the foregoing relate
            to the Licensed Product or Direct Thrombin Inhibitor and is
            Controlled by a Party or its Affiliates.

      1.32  "Joint Research Committee" or "JRC" shall have the meaning and roles
            ascribed in Section 3.3.

      1.33  "Joint Steering Committee" or "JSC" shall have the meaning and roles
            ascribed in Section 4.8.

      1.34  "Licensed Product" means a Product that includes a Direct Thrombin
            Inhibitor as an active ingredient.

      1.35  "Major Market Country" means the United States, Japan, France, the
            United Kingdom, Germany and Italy.

      1.36  "Manufacturing Cost" means the cost incurred for the manufacture of
            commercial supplies of the Licensed Product as calculated in
            accordance with generally accepted accounting principles consistent
            with the standards and policies Johnson & Johnson applies to its
            other oral prescription pharmaceutical products of the same dosage
            form(s). Manufacturing cost shall be calculated as a "Standard Cost"
            by adding Material Costs, Direct Labor Costs, Variable Overhead
            Costs, and Fixed Overhead Costs, all of the foregoing to be, as
            applicable, directly attributable or reasonably allocated to the
            manufacture of the Licensed Product. In no event shall Manufacturing
            Cost include costs associated with unused manufacturing capacity.
            Furthermore, to the extent any Manufacturing Costs are incurred by
            one Centocor Affiliate and invoiced to another Centocor Affiliate or
            to Centocor itself, any intracompany profit contained within the
            transfer price shall be deducted in the Manufacturing Cost
            calculation.

            1.36.1 "Materials Costs" means the out of pocket cost for raw
            material, packaging components and/or finished goods which are
            purchased from any Third Party or its Affiliates. To the extent
            invoiced to Centocor by such Third Party or


                                       5

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            its Affiliates, Material Costs shall also include (1) freight and
            duty, (2) quality assurance sample amounts, and (3) any component
            wastage adjustment (i.e., scrap percentage).

            1.36.2 "Direct Labor Costs" means the standard labor hours required
            for an operation according to the standard operating procedures
            multiplied by the direct labor rate (i.e., the employment costs per
            man hour including, without limitation, salary and employee
            benefits, uniforms, supplies and training) for work centers within
            the relevant manufacturing operating unit.

            1.36.3 "Variable Overhead Costs" means the actual cost of specific
            activities that are provided by support functions and are required
            to manufacture Licensed Product in accordance with Current Good
            Manufacturing Practices ("CGMP") standards. Variable Overhead Costs
            may include the cost of quality assurance testing, batch review and
            reconciliation, equipment maintenance costs, manufacturing
            utilities, supplies and waste removal. These expenses must be
            reasonably allocated to the Licensed Product based on production
            activity.

            1.36.4 "Fixed Overhead Costs" means the actual cost of equipment
            depreciation, management and administrative expenses, and general
            facility costs (including property taxes, insurance and maintenance,
            each of which shall be allocated on a reasonable basis in accordance
            with generally accepted accounting principles and Johnson & Johnson
            standards and policies). For the avoidance of doubt, Standard Costs
            shall include all out of pocket costs for subcontractors necessary
            to complete manufacturing and distribution of the Licensed Product.

            1.36.5 Costs not covered by Standard Cost shall include costs
            associated with labor and variable overhead variances, material
            usage, and purchase price variance, as the foregoing relate to the
            specific Licensed Product. In no event shall costs not covered by
            the Standard Cost exceed 2% of net sales for the purposes of
            Manufacturing Cost calculations.

      1.37  "Marketing Plan(s)" shall mean a marketing plan or plans for
            specified periods which shall set forth promotion, Detailing and
            marketing tactics and strategies related to a Licensed Product for
            DVT in the United States.

      1.38  "NDA" means a new drug application filed pursuant to 21 U.S.C.
            Section 505(b)(1) including all documents, data and other
            information concerning a Licensed Product which are necessary for or
            included in, FDA approval to market a Licensed Product and all
            supplements and amendments, including supplemental new drug
            applications, that may be filed with respect to the foregoing as
            more fully defined in 21 C.F.R. ss.314.50 et. seq.

      1.39  "Net Sales" means the gross amounts invoiced by Centocor or its
            Sublicensees for sales of Licensed Product in finished package form
            (ready for use by the ultimate consumer) in the Territory to a Third
            Party, including, but not limited to, sales to wholesalers or other
            customers typical in each country in bona fide, arm's


                                       6

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            length transactions. In the event Centocor does not sell directly to
            such customers in one or more countries, electing instead to utilize
            another party as a distributor to those customers, it is understood
            that Net Sales shall include sales by the distributor rather than
            Centocor's sales to the distributor. In determining Net Sales,
            certain deductions may be taken against the gross amount invoiced.
            These allowable deductions are:

            1.39.1 (i) discounts, including cash discounts, discounts to managed
                   care or similar organizations or government organizations,
                   administrative fees paid to pharmacy benefits managers; (ii)
                   rebates paid or credited, including government rebates such
                   as Medicaid chargebacks or rebates; (iii) retroactive price
                   reductions or allowances actually allowed or granted from the
                   billed amount; and (iv) commercially reasonably promotional
                   allowances actually granted to customers as reflected on the
                   same invoice as for the sale of Licensed Product;

            1.39.2 credits or allowances actually granted upon claims,
                   rejections or returns of such sales of Licensed Products,
                   including government mandated recalls and recalls that
                   Centocor reasonably believes are in the best interest of the
                   consumer, it being understood that if the recalled Licensed
                   Product is resupplied, Net Sales shall be calculated based on
                   the resupplied quantities at the price previously charged,
                   provided that the cause of the recall was not due to the
                   negligence of Centocor;

            1.39.3 taxes, duties or other governmental charges levied on or
                   measured by the billing amount when included in billing, as
                   adjusted for rebates, charge-backs and refunds; and

            1.39.4 freight, postage, shipping and insurance charges to the
                   extent included on the same invoice by Centocor or its
                   Sublicensee for delivery of such Licensed Products.

            In the case of discounts on packages of products or services which
            include Licensed Product in those countries of the Territory in
            which such is legally permissible ("Packages"), the discount applied
            to Licensed Product within the Package shall be no greater than the
            discount determined by discounting the list price of the Licensed
            Product in the Package by the average percentage discount of list
            prices of all products of Centocor in the same Package, calculated
            as follows:

                    Average percentage
                      Discount on a            A
                    Particular Package =  ( 1- - ) X 100
                                               B

            where A equals the total discounted value of a particular Package of
            products, and B equals the sum of the undiscounted value of the same
            Package of products.


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**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            Centocor shall provide 3DP with reasonable documentation supporting
            the percentage discounts with respect to each product within such
            Package.

            A "sale" of a Licensed Product is deemed to occur upon the
            invoicing, or if no invoice is issued, upon the earlier of shipment
            or transfer of title in the Licensed Product to a Third Party.

            With respect to Combination Products, Net Sales for such Combination
            Product sold by Centocor shall be determined by the Parties to this
            Agreement in good faith based on the relative value of the Direct
            Thrombin Inhibitor and the additional active ingredients that are
            included in the Combination Product.

            For the purposes of calculating royalties pursuant to Section 6.6,
            Net Sales shall not include Co-Promotion Net Sales.

      1.40  "Patents" shall mean all patents and patent applications, including
            any continuations, continuations-in-part, divisions, provisionals or
            any substitute applications, any patent issued with respect to any
            such patent applications, any reissue, reexamination, renewal or
            extension (including any supplemental patent certificate) of any
            such patent, and any confirmation patent or registration patent or
            patent of addition based on any such patent, and all foreign
            counterparts of any of the foregoing.

      1.41  "Phase II Clinical Trial" or "Phase II" means a human clinical trial
            conducted for inclusion in (i) that portion of the FDA submission
            and approval process which provides for trials of a Product on a
            limited number of patients for the purposes of collecting data on
            dosage, evaluating safety and collecting preliminary information
            regarding efficacy in the proposed therapeutic indication, as more
            fully defined in 21 C.F.R. ss. 312.21(b), and (ii) equivalent
            submissions with similar requirements in other countries in the
            Territory.

      1.42  "Phase III Clinical Trial" or "Phase III" means that portion of the
            clinical development program beyond Phase II, which provides for
            large scale clinical studies conducted in a sufficient number of
            patients to establish the clinical efficacy of a Product for one or
            more indications and its safety, as more fully defined in the United
            States in 21 C.F.R.ss.312.21(c), and equivalent submissions with
            similar requirements in other countries in the Territory.

      1.43  "Pre-Phase I" means that portion of the development program which
            starts with the selection of a compound for development into a
            Product or the beginning of toxicological studies relating to such
            compound. Pre-Phase I includes, but is not limited to,
            toxicological, pharmacological and any other studies, the results of
            which are required for filing with an IND, as well as product
            formulation and manufacturing development necessary to obtain the
            permission of regulatory authorities to begin and continue
            subsequent human clinical testing. Toxicology as used in this
            definition means full-scale toxicology using CGMP material for


                                       8

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            obtaining approval from a regulatory authority to administer the
            Product to humans. This toxicology is distinguished from initial
            dose range finding toxicology, which usually includes a single and
            repeated dose ranging study in two species with less than half of
            the animals required by the FDA, an Ames test or a related
            chromosome test.

      1.44  "Product" means a pharmaceutical product in any dosage form for the
            prevention, treatment or diagnosis of disease in humans or animals.

      1.45  "Program Patent" means any Patent, the subject of which is an
            invention that (i) was conceived and/or reduced to practice by
            Centocor or 3DP or by a Third Party acting under authority of
            Centocor or 3DP in the course of the Research Program, or their
            respective work in the Field during the Research Term and the one
            (1) year period following the Research Term and (ii) comprises a
            Direct Thrombin Inhibitor or a formulation, dosing regimen, dosing
            device, method of use or method of manufacture thereof.

      1.46  "Regulatory Approval" means all official approvals by government,
            pricing or health authorities in a country (or supra-national
            organizations, such as the EMEA) which are required for first use or
            sale, including, importation, manufacture (where manufacture is
            required), and if required, approvals for pricing or reimbursement
            of a Product in such country.

      1.47  "Replacement Composition" means a Direct Thrombin Inhibitor that is
            intended to be reserved as a back-up for a lead Direct Thrombin
            Inhibitor for a particular Indication. A Replacement Composition is
            not intended to be Developed and Commercialized unless Development
            and/or Commercialization of a lead Direct Thrombin Inhibitor is
            terminated.

      1.48  "Research Compound" means any composition of matter, including, but
            not limited to, chemical entities, prodrugs, isomers, peptides,
            non-peptides, natural products and monoclonal antibodies that is a
            Collaboration Tangible Research Product made pursuant to the
            Research Program, but is something other than a Direct Thrombin
            Inhibitor.

      1.49  "Research Plan" means the detailed description of the research
            activities of the Parties in the performance of the Research
            Program, an outline of which is attached hereto as Exhibit 1.49 and
            as it may be amended from time to time by mutual agreement of the
            Parties.

      1.50  "Research Program" means all research activities performed by the
            Parties during the Research Term to identify, synthesize and develop
            Direct Thrombin Inhibitors, including, without limitation,
            Replacement Compositions and Subsequent Compositions.

      1.51  "Research Term" means the period commencing on the Execution Date
            and ending on the first to occur of (a) termination of this
            Agreement by either Party


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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            under Section 10.3 or 10.4 hereof or (b) two (2) years after the
            Execution Date subject to renewal in accordance with provisions of
            this Agreement.

      1.52  "Sales and Marketing Committee" shall mean a committee consisting of
            members from the marketing and/or sales functions of 3DP and
            Centocor for the Co-Promotion of Licensed Product for DVT in the
            United States.

      1.53  [**] from the test treatments as described in the study description
            attached hereto as Exhibit 1.53, a protocol for which will be
            finalized and approved by the Parties as soon as reasonably
            practicable after the Execution Date.

      1.54  "Sublicensee" shall mean, with respect to a particular Licensed
            Product, a Third Party to whom Centocor has granted a license or
            sublicense under any Centocor Patents or 3DP Patents or jointly
            owned Program Patent to make, use and sell such Licensed Product. As
            used in this Agreement, "Sublicensee" shall also include a Third
            Party to whom Centocor has granted the right to distribute a
            Licensed Product.

      1.55  "Subsequent Composition" means a Direct Thrombin Inhibitor that is
            intended to be Developed and Commercialized as a follow-up to a lead
            Direct Thrombin Inhibitor that is already under Development or being
            Commercialized for the same Indication or another Indication.

      1.56  "Tangible Research Product" means any composition of matter or other
            tangible asset, including, but not limited to, compounds, natural
            products, immunoglobulin molecules, proteins and peptides, made or
            synthesized by 3DP or Centocor prior to the Execution Date and which
            are necessary to carry out the Research Program.

      1.57  "Term" shall have the meaning ascribed thereto in Section 10.1.

      1.58  "Territory" means the entire world.

      1.59  "Third Party" means an individual, corporation or other entity other
            than a Party or any of its Affiliates or Sublicensees.

      1.60  "Valid Patent Claim" means a claim in any issued and unexpired
            Patent, which claim has not been held invalid by a non-appealed or
            unappealable decision by a court or other appropriate body of
            competent jurisdiction. For the purpose of royalty determination and
            payment, any claim being prosecuted in a pending patent application
            shall be deemed to be a "Valid Patent Claim" provided such claim is
            not pending for more than six (6) years from the earliest filing
            date of the patent application in which case it shall cease to be
            considered a Valid Patent Claim until the patent issues.

      1.61  "3DP Patent" means the rights granted by any governmental authority
            under a Patent owned or Controlled by 3DP during the Term of this
            Agreement claiming a


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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            method, apparatus, material, manufacture or business method relating
            to a Direct Thrombin Inhibitor or Licensed Product, including its
            interest in Program Patents. A list of 3DP Patents is appended
            hereto as Exhibit 1.61 and will be updated periodically to reflect
            additions thereto during the course of this Agreement.

      1.62  "3DP Know-How" means Information which (a) 3DP discloses to Centocor
            under this Agreement or under the Confidentiality Agreements between
            the Parties dated April 5, 1999 and June 2, 1999 as amended on
            October 27, 1999 and (b) is within the Control of 3DP during the
            Term of the Agreement.

                                   ARTICLE 2

                             GRANT OF LICENSE RIGHTS

      2.1   License for Direct Thrombin Inhibitors and Licensed Products.

            2.1.1 Subject to the terms and conditions of this Agreement, 3DP
                  hereby grants to Centocor an exclusive (even as to 3DP),
                  royalty bearing, worldwide license under the 3DP Patents and
                  3DP Know-How to Develop, make, have made and use Direct
                  Thrombin Inhibitors and Develop, make, have made, use, sell,
                  have sold, import, offer to sell and Commercialize Licensed
                  Products in the Territory in the Field, with the right to
                  sublicense only as set forth below. Notwithstanding the
                  foregoing grant, 3DP reserves the right to use all 3DP Patents
                  and 3DP Know-How to the extent necessary to exploit its rights
                  and fulfill its obligations under this Agreement, but in no
                  event shall 3DP retain any rights to make, use and/or sell
                  Licensed Product or Direct Thrombin Inhibitors beyond what
                  rights it needs to retain to exploit its rights and fulfill
                  its obligations under this Agreement. Additionally, subject to
                  the terms and conditions of this Agreement, Centocor hereby
                  grants to 3DP a non-exclusive, royalty free, worldwide license
                  under the Centocor Patents and Centocor Know-How to Develop,
                  make, have made and use Direct Thrombin Inhibitors in the
                  Territory in the Field to the extent necessary to exploit its
                  rights and fulfill its obligations under this Agreement.

            2.1.2 Centocor may sublicense or subcontract its rights to
                  manufacture Licensed Product to Third Parties upon 3DP's prior
                  written approval (which approval shall not be unreasonably
                  withheld); provided, however, that such sublicense occurs
                  pursuant to a written agreement that subjects such Sublicensee
                  to all relevant restrictions and limitations in this
                  Agreement. In addition, and notwithstanding the foregoing,
                  Centocor may, without the need for approval by 3DP, distribute
                  Licensed Product, granting any necessary licenses or
                  sublicenses using Third Party distributors that it
                  conventionally uses. Additionally, Centocor may, without the
                  consent of 3DP, contract with reputable contract research
                  organizations to conduct or assist in the conduct of (i)
                  Pre-Phase I activities and (ii) human clinical


                                       11

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  trials and the evaluation of clinical trial data. Centocor
                  shall be jointly and severally responsible with its
                  Sublicensees and subcontractors for failure by its
                  Sublicensees and subcontractors to comply with, and Centocor
                  guarantees the compliance by each of its Sublicensees and
                  subcontractors with, all such applicable restrictions and
                  limitations in accordance with the terms and conditions of
                  this Agreement.

            2.1.3 Centocor shall not permit any Sublicensees or subcontractors
                  to use 3DP Patents, Program Patents or 3DP Know-How without
                  provisions safeguarding confidentiality which are at least
                  equivalent to those provided in this Agreement and Centocor
                  guarantees the compliance by each of its Sublicensees and
                  subcontractors with all such applicable provisions
                  safeguarding confidentiality in accordance with the terms and
                  conditions of this Agreement.

                                   ARTICLE 3

                            BACK-UP RESEARCH PROGRAM

      3.1   Generally. The Parties agree to conduct the Research Program
            according to the Research Plan.

      3.2   The Research Plan. Centocor shall be responsible for developing the
            initial Research Plan, an outline of which has been agreed to by the
            Parties and which is attached hereto as Exhibit 1.49. The Research
            Plan, among other things, shall specify scientific direction and
            Research Program milestones and allocate Research Program
            activities, responsibilities and resources, including the number of
            3DP FTE's in a manner consistent with this Agreement.

      3.3   The JRC.

            3.3.1 The Parties shall establish a Joint Research Committee
                  promptly after the Execution Date.

            3.3.2 The JRC shall be comprised of representatives of each Party
                  with the size of the JRC to be agreed upon by the Parties from
                  time to time. The purpose of the JRC is to coordinate the
                  Research Program effort of the Parties and to expedite the
                  progress of work being done under the Research Plan. The JRC
                  shall meet from time to time as agreed upon by the Parties.

            3.3.3 The JRC will set specific Research Program goals, evaluate the
                  results of the Research Program, discuss information relating
                  to the Research Program and ensure that there is appropriate
                  scientific direction for the collaboration. During the
                  Research Term, either Party may propose changes to the
                  Research Plan which will be discussed by the JRC. If, after


                                      12

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  discussion, the JRC mutually agrees upon such proposed change,
                  the Research Plan shall be modified to incorporate such
                  change. If the JRC cannot reach agreement on any proposed
                  change to the Research Plan, the Research Plan currently in
                  effect will remain in effect. Regardless of the number of
                  representatives from each Party, each Party shall present one
                  consolidated view and have one vote on any issue in dispute.

            3.3.4 If the JRC fails to reach unanimous agreement on any other
                  matter before consideration (other than consideration of
                  revisions to the Research Plan which will be handled in
                  accordance with Section 3.3.3), the matter shall be resolved
                  consistent with Centocor's position, provided that if such
                  matter in dispute would result in additional expenditures by
                  3DP, then Centocor agrees to pay 3DP for such additional
                  expenditures.

      3.4   Information and Reports.

            3.4.1 During the course of implementing the Research Program, the
                  Parties acknowledge and agree that they will freely exchange
                  relevant Information as may be reasonably necessary for each
                  Party to fulfill its respective obligations under the Research
                  Plan, provided, however, that in no event shall 3DP be
                  obligated to disclose its proprietary drug discovery platform
                  technology (including, without limitation, ThermoFluor(R) and
                  Directed Diversity(R)) to Centocor unless such technology
                  directly relates to the work being conducted under the
                  Research Plan and is necessary for the Parties to effectively
                  collaborate in carrying out the Research Plan. Notwithstanding
                  the foregoing, under no circumstances shall the research
                  activities be allocated in such a manner that requires the
                  transfer of 3DP's proprietary drug discovery platform
                  technology to Centocor. Each Party will use reasonable efforts
                  consistent with its normal business practices not to
                  communicate to the other Party information which has no
                  application to the Field.

            3.4.2 During the Research Term, the Parties will, from time to time,
                  exchange written reports presenting a meaningful summary of
                  the results of the activities completed pursuant to the
                  Research Program. Such reports shall be presented, at a
                  minimum, on a quarterly basis. Thirteen (13) months after the
                  expiration of the Research Term, Centocor and 3DP shall each
                  provide a final written report to the other providing a
                  meaningful summary of the results obtained and the Program
                  Patents filed in that period. Upon reasonable request, a Party
                  will provide the other with the supporting data for research
                  activities carried out under the Research Program.

      3.5   Collaboration Tangible Research Products. During the Research Term,
            each Party shall use commercially reasonable efforts to make
            available to the other Party within a reasonable time after their
            acquisition, discovery or synthesis Collaboration Tangible Research
            Products in Control of such Party, including


                                       13

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            Direct Thrombin Inhibitors and Research Compounds. 3DP will provide
            Centocor with sufficient amounts (up to [**]) of Direct Thrombin
            Inhibitors for testing in Centocor's assays and screens in
            accordance with the Research Plan.

      3.6   Dedicated FTEs.

            3.6.1 Each Party agrees to commit to the Research Program such
                  efforts and resources necessary to carry out the Research
                  Plan.

            3.6.2 3DP shall initially dedicate, and Centocor shall fund, [**]
                  FTEs to the Research Program. The Parties may amend the
                  Research Plan at any time to adjust the number of dedicated
                  FTEs; provided, however, that each 3DP FTE shall be dedicated
                  and supported in twelve (12) month increments. Over the course
                  of the Research Term, [**] of 3DP's research activities
                  conducted pursuant to the Research Plan (contemplated by the
                  Research Plan as of the Execution Date) shall be performed by
                  3DP employees.

            3.6.3 Unless prior written permission is received from Centocor, in
                  any given quarter, 3DP shall dedicate the number of FTEs
                  specified in the Research Plan for such quarter to the
                  research activities allocated to 3DP under the Research Plan.
                  If, in any given quarter, 3DP desires to use greater or fewer
                  FTEs than specified in the Research Plan for the applicable
                  quarter, it must first receive written permission from
                  Centocor to do so.

            3.6.4 Scientific work on or directly related to the Research Program
                  to be performed by 3DP FTEs can include, but is not limited
                  to, experimental laboratory work, recording and writing up
                  results, reviewing literature and references, holding
                  scientific discussions, attending selected and appropriate
                  seminars and symposia, managing and leading scientific staff
                  and carrying out management duties related to the Research
                  Program.

      3.7   Support of FTEs.

            3.7.1 FTE Reimbursement Fees. Centocor shall fund the 3DP FTEs at a
                  rate of [**] per FTE per year. Unless otherwise agreed in
                  writing, Centocor shall only fund the number of 3DP FTEs
                  identified in the Research Plan. Such funding shall be
                  provided in four (4) equal quarterly installments during each
                  calendar year, payable quarterly in advance by same day wire
                  transfer prior to January 1, April 1, July 1 and October 1,
                  provided, however, that Centocor has received an invoice for
                  such quarter at least 30 days in advance of the due date.
                  Notwithstanding the foregoing, the first payment shall be due
                  ten (10) days after the Execution Date. Any payment for a
                  portion of a quarterly period shall be made on a pro rata
                  basis.

            3.7.2 Costs. In addition to the payment of FTE costs as set forth in
                  Section 3.7.1, Centocor will pay any costs incurred by either
                  of the Parties in


                                       14

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  carrying out the Research Plan as agreed in writing in advance
                  by the Parties and/or otherwise reflected in the Research
                  Plan. It is presently anticipated, based on the Research Plan
                  outline as of the Execution Date, that no additional costs
                  will result from carrying out the Research Plan.

      3.8   Research Audit. 3DP shall maintain complete and accurate records
            tracking the number of FTEs carrying out the Research Program.
            During the Research Term and for one year thereafter, upon
            Centocor's reasonable request, 3DP shall make such records available
            no more than twice a year during normal business hours for
            examination at Centocor's expense for the sole purpose of verifying
            for Centocor whether or not 3DP is using the required number of FTEs
            to carry out the Research Program as specified in the Research Plan.
            Should it be determined that 3DP has used fewer than the required
            FTEs during any period of the Research Term, Centocor shall receive
            a credit for the lost FTE time against any future payments owed to
            3DP (or if the Parties mutually agree, the lost FTE time will be
            made up in subsequent quarters) or if no future payments will be
            owed, a payment by 3DP to Centocor for the lost FTE time.

      3.9   Extension of the Research Term. After the initial Research Term of
            two (2) years, Centocor shall have the option to extend the Research
            Term for an additional one (1) year period on the same terms. Notice
            that Centocor elects to exercise its option to extend the Research
            Term must be provided to 3DP in writing ninety (90) days prior to
            the end of the initial Research Term.

      3.10  Additional Extension by Mutual Consent. The Parties may, by mutual
            consent, extend the Research Term beyond the period set forth in
            Section 3.9, on such terms and conditions as the Parties may then
            agree in writing.

      3.11  Ownership of Tangible Research Products. Tangible Research Products
            shall remain the sole and exclusive property of the providing Party
            and the receiving Party shall have no rights therein other than as
            specifically granted herein.

      3.12  Ownership of Collaboration Tangible Research Products. Collaboration
            Tangible Research Products, other than Research Compounds, shall be
            jointly owned by 3DP and Centocor.

                                   ARTICLE 4

                        DEVELOPMENT OF LICENSED PRODUCTS

      4.1   Centocor's Right to Select Direct Thrombin Inhibitors. Centocor
            shall, in consultation with the JRC, be solely responsible for and
            shall have the exclusive right to select Direct Thrombin Inhibitors
            for Development. This right to select Direct Thrombin Inhibitors
            shall not terminate with the expiration of the Research Term, but
            rather shall continue thereafter, since once Direct Thrombin
            Inhibitors become Direct Thrombin Inhibitors they shall remain as
            such. Moreover, the license granted under Section 2.1 shall likewise
            continue beyond the end of the


                                       15

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            Research Term. Once a Direct Thrombin Inhibitor is selected to enter
            Pre-Phase I, Centocor shall have the sole right to Develop the
            Direct Thrombin Inhibitor (except as provided in Section 4.7),
            including, but not limited to, preparing, filing and exclusively
            owning, all Drug Approval Applications and obtaining and exclusively
            owning all Regulatory Approvals on a worldwide basis. Centocor will
            notify 3DP in writing when a Direct Thrombin Inhibitor has been
            designated as a Subsequent Composition or a Replacement Composition.
            Once designated as a Subsequent Composition, if Development of the
            lead Direct Thrombin Inhibitor is terminated, Centocor shall have
            the right to re-designate a Subsequent Composition as a Replacement
            Composition, in which case future milestones will be paid as a
            Replacement Composition under Section 6.3, and for any milestones
            already paid on such Subsequent Composition under Section 6.4,
            Centocor shall receive a credit against future milestones due on
            additional Subsequent Compositions under Section 6.4.

      4.2   3DP's Responsibilities. 3DP shall use commercially reasonable
            efforts to assist Centocor, at Centocor's sole expense, in
            Centocor's Development activities relating to any Direct Thrombin
            Inhibitor or Licensed Product, as reasonably requested by Centocor,
            by providing Centocor any relevant 3DP Know-How relating to Direct
            Thrombin Inhibitors or Licensed Products selected for Development
            and/or being Developed by Centocor. The Parties agree that 3DP will
            conduct a [**] under Centocor's direction and Centocor will
            compensate 3DP for its costs related to such [**].

      4.3   Development Observer. 3DP may designate one employee to act as a
            "Development Observer." Centocor shall keep the Development Observer
            informed of material Development activities in connection with
            Direct Thrombin Inhibitors and Licensed Products, including all
            material results, material Information and material data generated
            in the course of Development. In addition, Centocor will provide the
            Development Observer with a copy of Centocor's Development plan, and
            updates thereto, for each Direct Thrombin Inhibitors and Licensed
            Products in Development. The Development Observer may visit
            Centocor's facility from time to time to meet with the project
            director who manages Development of Direct Thrombin Inhibitors and
            Licensed Products in order to maintain up-to-date knowledge of the
            status of each Direct Thrombin Inhibitor and Licensed Product in
            Development. Once established, the project director for any
            Development project directed to a Direct Thrombin Inhibitor or a
            Licensed Product shall be the direct contact at Centocor for the
            Development Observer. The Development Observer agrees to arrange all
            visits and meetings through such project director or his/her
            designee. The Development Observer shall be advised reasonably in
            advance of material meetings of Centocor's product development team
            for each Direct Thrombin Inhibitor and Licensed Product and may
            attend meetings of the product development team in connection with
            any Direct Thrombin Inhibitor and Licensed Product in Development at
            Centocor.


                                       16

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      4.4   Centocor Development Efforts. Centocor agrees to use commercially
            reasonable efforts consistent with its and its pharmaceutical
            Affiliates' normal business practices, which shall in no event be
            less than efforts standard in the pharmaceutical industry, to
            Develop Licensed Products and Direct Thrombin Inhibitors. Such
            efforts shall be efforts consistent with efforts used by Centocor in
            Developing its own pharmaceutical Products that are at a similar
            stage of Development with a target market of similar size and
            importance. Evidence that Centocor is using the efforts described in
            this Section 4.4 to Develop a Direct Thrombin Inhibitor or Licensed
            Product shall be that such Direct Thrombin Inhibitor or Licensed
            Product is in Active Development. "Active Development" shall mean
            that at any given time Centocor shall be diligently engaging in one
            or more of the following Development activities for the lead Direct
            Thrombin Inhibitor or Licensed Product it has selected to Develop:
            [**].

      4.5   Development Responsibility and Costs. Except in the case where 3DP
            Co-Develops Licensed Product for DVT in the United States as
            described in Section 4.7 herein, Centocor shall have sole
            responsibility for, and shall bear the cost of conducting,
            Development with respect to Licensed Products and Direct Thrombin
            Inhibitors.

      4.6   Regulatory Responsibilities and Costs. Centocor shall have sole
            responsibility for, and shall bear the cost of preparing, all
            regulatory filings and related submissions with respect to Direct
            Thrombin Inhibitors and Licensed Products.

            4.6.1 3DP shall be responsible for the current IND pertaining to
                  3DP-4815 and, to the extent applicable, any supplements or
                  amendments thereto. The Parties shall determine whether to
                  transfer such IND to Centocor.

            4.6.2 Centocor shall have the exclusive right to prepare and
                  prosecute Drug Approval Applications, and Centocor shall
                  solely own all such Drug Approval Applications.

            4.6.3 All Regulatory Approvals shall be obtained by and in the name
                  of Centocor, solely owned by Centocor, and Centocor shall be
                  the only interface with and otherwise handle all interactions
                  and communications with regulatory agencies concerning any
                  Direct Thrombin Inhibitors and Licensed Product, except to the
                  extent permitted in the case of Co-Development in accordance
                  with Section 4.7.

      4.7   3DP Co-Development in the United States for Deep Vein Thrombosis
            (DVT).

            4.7.1 Except in the case where Centocor has begun Development and is
                  continuing Active Development of a Licensed Product for DVT,
                  at any time after the initiation of the first Phase III
                  Clinical Trial for a Licensed Product in an Indication other
                  than DVT, but prior to filing of an NDA in such other
                  Indication,


                                       17

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  (a)   Upon 3DP's reasonable written request, Centocor shall
                        provide Centocor Know-How reasonably necessary to enable
                        3DP to evaluate the Development and commercial
                        opportunity for such Licensed Product for DVT in the
                        United States, including, by way of example, marketing
                        information pertaining to Licensed Products Developed
                        and/or Commercialized for any Indication, including,
                        without limitation, competitive analyses, pricing
                        information, market analyses, marketing plans, strategic
                        analyses and risk or cost analyses.

                  (b)   3DP may notify Centocor in writing that it wishes to
                        Develop such Licensed Product for DVT in the United
                        States.

            4.7.2 This right to request Development of the Licensed Product for
                  DVT and the subsequent right to Co-Develop as defined herein
                  shall only exist in connection with the first Licensed Product
                  (or its Replacement Composition) to reach a Phase III Clinical
                  Trial.

            4.7.3 As soon as reasonably practicable and in no event more than
                  one hundred twenty (120) days after receipt of notice from 3DP
                  pursuant to Section 4.7.1(b), Centocor shall inform 3DP that:
                  (a) Centocor will Develop the Licensed Product for DVT in the
                  United States with Centocor paying all costs associated with
                  such Development; (b) Centocor will Develop the Licensed
                  Product for DVT in the United States with 3DP paying all costs
                  associated with such Development; or (c) Centocor will Develop
                  the Licensed Product for DVT in the United States with
                  Centocor and 3DP [**] (options (b) and (c) are hereinafter
                  referred to as "Co-Development" or to "Co-Develop"). Within
                  thirty (30) days of receiving such notice, 3DP shall provide
                  written notice of its decision to proceed or not to proceed.

            4.7.4 If Centocor informs 3DP that it chooses option (a), then
                  Development of the Licensed Product for DVT will proceed in
                  accordance with Sections 4.1-4.6 herein. In the case of
                  Co-Development by 3DP, Development of the Licensed Product for
                  DVT in the United States will proceed in accordance with
                  Sections 4.8-4.10 below.

      4.8   Joint Steering Committee.

            4.8.1 Formation and Membership of Joint Steering Committee. As soon
                  as practicable after 3DP's acceptance of Co-Development under
                  Section 4.7.3, 3DP and Centocor shall establish a Joint
                  Steering Committee initially comprised of four (4)
                  representatives designated by 3DP and four (4) representatives
                  designated by Centocor, each of whom shall have experience and
                  seniority sufficient to enable him or her to make decisions on
                  behalf of the Party he or she represents. The JSC shall
                  oversee the


                                       18

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  Development and Commercialization of the Licensed Product for
                  DVT in the United States.

            4.8.2 JSC Responsibilities. The JSC shall be responsible for, among
                  other things:

                  (a) Providing a forum for consensual decision making;

                  (b) Monitoring the progress of Development and
                      Commercialization of the Licensed Product for DVT in the
                      United States;

                  (c) Reviewing, amending, and commenting on the Development
                      Plans or Marketing Plans (collectively "Plans") for the
                      Licensed Product for DVT in the United States; and

                  (d) Establishing and overseeing project teams, as necessary to
                      implement the Plans.

            4.8.3 Meetings.

                  (a)    The first meeting of the Joint Steering Committee shall
                     occur within four (4) weeks following formation of the JSC.
                     The purpose of this initial meeting shall be to review the
                     current status of the Development Plan for the Licensed
                     Product and to agree on an operational charter which shall
                     set forth the principles and guidelines for the governance
                     of the Joint Steering Committee in accordance with this
                     Agreement.

                  (b)    Thereafter, meetings shall be held once each calendar
                     quarter except if, no later than thirty (30) days in
                     advance of any scheduled meeting, there is a determination
                     by the chairperson of the Joint Steering Committee, and
                     endorsed by the senior 3DP representative of the Joint
                     Steering Committee, that no new business or other activity
                     has originated since the previous meeting, in which case
                     that quarterly meeting shall be cancelled and the next
                     quarterly meeting shall be scheduled. The location of the
                     Joint Steering Committee meetings shall alternate in
                     succession unless agreed upon otherwise by the Parties,
                     with the first meeting to be held at Centocor's offices. By
                     approval of the chairperson, which approval may not
                     unreasonably be withheld, representatives may participate
                     in any meeting of the Joint Steering Committee by means of
                     conference telephone or similar communications equipment
                     by means of which all persons participating in the meeting
                     can hear each other.

                  (c)    Each Party shall use reasonable efforts to cause its
                     representatives to attend the meetings of the Joint
                     Steering Committee


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<PAGE>

                      in person. If a Party's representative is unable to
                      attend a meeting, such Party may designate an alternate
                      representative to attend such meeting in place of the
                      absent representative. In addition, each Party may, at
                      its discretion, invite additional employees, and, with
                      the consent of the other Party, consultants or
                      scientific advisors, to attend the meetings of the Joint
                      Steering Committee.

                  (d)    Either Party may also convene a special meeting of the
                      Joint Steering Committee by providing good reason, with at
                      least ten (10) business days' written notice to the other
                      Party, specifying the date, time, place and agenda.

            4.8.4 Project Teams. From time to time, as determined by the Joint
                  Steering Committee, one or more project teams or subcommittees
                  may be established. Such project teams or subcommittees shall
                  be governed in the same manner and subject to the relevant
                  requirements as set forth herein for the Joint Steering
                  Committee; provided, however, that the overall responsibility
                  for the Development and Commercialization of the Licensed
                  Products for DVT in the United States shall remain with the
                  Joint Steering Committee. It is anticipated that, at a
                  minimum, a development team and a marketing team will be
                  established by the JSC.

            4.8.5 Administrative Matters. The Joint Steering Committee shall be
                  chaired by a representative from Centocor. The chairperson
                  shall be responsible for calling meetings of the Joint
                  Steering Committee and for leading the meetings. A Joint
                  Steering Committee member of the Party hosting a meeting of
                  the Joint Steering Committee shall serve as secretary of that
                  meeting. The secretary of the meeting shall prepare and
                  distribute to all members of the Joint Steering Committee
                  minutes of the meeting sufficiently in advance of the next
                  meeting to allow adequate review and comment prior to the
                  meeting. Such minutes shall provide a description in
                  reasonable detail of the discussions conducted at the meeting
                  and a list of any actions, decisions or determinations
                  approved by the Joint Steering Committee. Minutes of each
                  Joint Steering Committee meeting shall be approved or
                  disapproved, and revised as necessary, at the next meeting.
                  Final minutes of each meeting shall be distributed by the
                  chairperson to the members of the Joint Steering Committee.

            4.8.6 Dispute Resolution.

                  (a)    If a conflict arises that directly relates to the
                     Development of the Licensed Product and that would have a
                     material adverse effect on Centocor's Development and
                     Commercialization strategy for such Licensed Product for
                     Indications other than DVT, then the Parties shall first
                     attempt to resolve the conflict by the unanimous consent of
                     the JSC. However, if the JSC is unable to resolve the
                     conflict


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<PAGE>

                     after reasonable consideration, then Centocor shall have
                     the Casting Vote (as defined in Paragraph 10 of Exhibit
                     5.5.1).

                  (b)    If a conflict arises that directly relates to the
                     Development of the Licensed Product and that would not have
                     a material adverse effect on Centocor's Development and
                     Commercialization strategy for such Licensed Product for
                     Indications other than DVT, then the Parties shall first
                     attempt to resolve the conflict by the unanimous consent of
                     the JSC. However, if the JSC is unable to resolve the
                     conflict after reasonable consideration, then the Parties
                     shall resolve the issue using an independent Third Party
                     expert.

      4.9   Responsibilities for Co-Developed Licensed Product.

            4.9.1 In the event the Parties are Co-Developing, Centocor shall
                  provide 3DP with draft and final copies (which may be wholly
                  or partly in electronic form) of all material correspondence
                  with the FDA relating to use of the Licensed Product for DVT,
                  including any draft NDAs, for 3DP's review and comment within
                  a reasonable time prior to filing with the FDA. Centocor shall
                  give due consideration to 3DP's comments, however, Centocor
                  shall not be bound thereby. To the extent not prohibited by
                  law or regulation, 3DP shall have the right to have one
                  representative participate in all material meetings pertaining
                  to Development of Licensed Product for DVT in the United
                  States between representatives of Centocor and the FDA.
                  Centocor shall provide 3DP, prior to a scheduled meeting with
                  the FDA when possible, with copies of all documents,
                  correspondence and other materials in its possession which are
                  relevant to the matters to be addressed at any such meeting.
                  Centocor shall also provide 3DP with reasonable access to all
                  exchanges of material correspondence with the FDA.

            4.9.2 Centocor shall be solely responsible for preparing the
                  Development Plan for DVT. Centocor shall make Development
                  Plans, clinical protocols, investigator brochures and
                  regulatory submissions by Centocor available to the JSC for
                  discussion in the early concept stage, and provide 3DP with a
                  meaningful opportunity to contribute as such documents are
                  proposed for modification from time to time.

      4.10  3DP Right to Terminate. 3DP shall have the right to terminate its
            Co-Development of any Licensed Product, and its obligations under
            this Article 4, with respect to such Licensed Product by providing
            at least ninety (90) days' advanced written notice to Centocor. If
            3DP terminates its Co-Development under this section, then 3DP's
            option to Co-Promote under Section 5.5 shall also terminate.


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      4.11  Centocor Development and Commercialization. Nothing in the foregoing
            shall be interpreted to limit Centocor's ability to institute and
            continue to Develop and Commercialize Licensed Products in the Field
            for all Indications other than DVT in the United States.

                                   ARTICLE 5

                     COMMERCIALIZATION OF LICENSED PRODUCTS

      5.1   Manufacture of Licensed Product. Centocor shall be responsible for
            manufacturing and supplying Licensed Products in the Territory by
            itself or through a Third Party manufacturer. Supplies for human
            clinical trials and commercial supplies of Licensed Product shall be
            manufactured in accordance with CGMP standards. Centocor shall use
            commercially reasonable efforts to achieve the lowest Manufacturing
            Cost that it can achieve while maintaining J&J quality control,
            safety and labor standards.

      5.2   Commercial Responsibilities. Centocor agrees to use commercially
            reasonable efforts consistent with its and its pharmaceutical
            Affiliates' normal business practices, and in no event less than
            efforts standard in the pharmaceutical industry, to Commercialize
            Licensed Products. Such efforts shall be consistent with efforts
            used by Centocor (in each case comparable to such efforts used by
            Centocor's principal pharmaceutical marketing Affiliate responsible
            for marketing in the country where the Commercialization takes place
            for that Licensed Product) in Commercializing its own Products that
            are similar with regard to, for example, market potential, price per
            treatment, patient population and competitive position. Centocor
            shall use commercially reasonable efforts to effect the commercial
            launch of Licensed Products in the Major Market Countries within six
            (6) months of Regulatory Approval in such Major Market Countries.

      5.3   Marking. To the extent not prohibited by applicable law or
            regulation, 3DP shall be identified as the licensor of the Licensed
            Products in easily legible text on all printed promotional materials
            (including advertisements appearing in journals), printed
            educational materials, product labeling, the product label and
            documentary information for the Licensed Products. In the event that
            3DP's name changes, Centocor shall begin marking the Licensed
            Products with 3DP's new name when new materials are printed in the
            normal course of business.

      5.4   Centocor's Marketing Obligations For Licensed Products. Except to
            the extent otherwise specifically agreed in connection with 3DP's
            rights to Co-Promote hereunder, all business decisions, including,
            without limitation, the design, sale, price and promotion of
            Licensed Products under this Agreement and the decisions whether to
            market any particular Licensed Product shall be within the sole
            discretion of Centocor. Any marketing of a Licensed Product in one
            market or country shall not obligate Centocor to market such
            Licensed Product in


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confidential treatment that has been filed with the Commission. The omitted
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<PAGE>

            any other market or country, recognizing that the foregoing does not
            relieve Centocor's obligation to launch under Section 5.2.

      5.5   Co-Promotion Option of 3DP.

            5.5.1 3DP shall exercise its option to Co-Promote by providing
                  Centocor with written notice of its intent to Co-Promote
                  within 30 days of receiving results of pivotal Phase III
                  Clinical Trials sufficient to file an NDA for a Licensed
                  Product for DVT and any other information reasonably required
                  by 3DP to make its decision to Co-Promote, for example
                  chemistry, manufacturing and control (CMC) information.
                  Failure by 3DP to provide notification by the required time
                  will be deemed a decision by 3DP not to Co-Promote. In the
                  event that 3DP exercises its option to Co-Promote, the Parties
                  shall enter into a comprehensive Co-Promotion Agreement on
                  terms consistent with those identified in Exhibit 5.5.1.

            5.5.2 In the event that Centocor Develops the Licensed Product
                  pursuant to Section 4.7.3(a), the Parties Co-Develop the
                  Licensed Product pursuant to Section 4.7.3(c) or the Parties
                  Co-Develop the Licensed Product pursuant to Section 4.7.3(b)
                  and Centocor decides to Co-Promote, in order to be eligible to
                  Co-Promote, 3DP must have the following infrastructure in
                  place:

                  (a)   Within [**] after providing Centocor with written notice
                        of its intent to Co-Promote, 3DP shall have [**];

                  (b)   [**] prior to the [**], 3DP must have (i) begun to [**]
                        by [**] for such function and instituting an [**] and
                        (ii) [**] for [**];

                  (c)   [**] prior to the [**], 3DP must have [**] its [**];

                  (d)   [**] prior to the [**], 3DP must have [**] of its [**];

                  (e)   on the date of [**], 3DP must have [**]of its [**];

                  (f)   within [**] of the date of [**], 3DP must have [**] of
                        its [**]; and

                  (g)   within [**] of the date of [**], 3DP must have completed
                        [**] of its [**].

                  3DP may, with Centocor's written consent, fulfill its [**]
                  obligations by [**].

            5.5.3 In the event the Parties Co-Develop the Licensed Product
                  pursuant to 4.7.3 (b) and where Centocor decides not to
                  Co-Promote, 3DP must have the following infrastructure in
                  place:


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<PAGE>

                  (a)   Prior to the [**], 3DP shall have (i) created its [**]
                        by [**] of such function, including [**] and [**], (ii)
                        instituted an [**] and (iii) [**] for [**];

                  (b)   on the date of [**], 3DP must have completed [**] of its
                        [**];

                  (c)   within [**] of the date of [**], 3DP must have [**] of
                        its [**]; and

                  (d)   within [**] of the date of [**], 3DP must have completed
                        [**] of its [**].

                  3DP may, with Centocor's written consent, fulfill its [**]
                  obligations by [**].

            5.5.4 Development Costs. In the event that 3DP does not have the
                  infrastructure set forth in Section 5.5.2 or has Developed the
                  Licensed Product in accordance with 4.7.3(b) and opts not to
                  Commercialize the Licensed Product, then Centocor will
                  reimburse 3DP for its Development expenditures by paying 3DP
                  [**]% of its Development Costs for the Development of the
                  Licensed Product for DVT prior to continuing Development on
                  its own account, provided, however, that Centocor continues to
                  Develop and/or Commercialize Licensed Product for DVT.

            5.5.5 3DP Right to Terminate. 3DP shall have the right to terminate
                  its Co-Promotion of any Licensed Product and its obligations
                  under this Article 5 with respect to such Licensed Product by
                  providing at least [**] advance written notice to Centocor
                  before the [**] of the [**], or upon [**] advance written
                  notice to Centocor after the [**] of the [**].

      5.6   Trademarks. Centocor shall select its own trademarks under which it
            will market the Licensed Products, and no right or license is
            granted to 3DP hereunder with respect to such trademarks.
            Notwithstanding the foregoing, as part of any Co-Promotion Agreement
            between the Parties and with the restrictions and limitations on use
            as will be set forth therein to protect Centocor's trademark,
            Centocor shall grant to 3DP a license under Centocor's trademark
            solely for the purpose of Co-Promoting Licensed Product for DVT in
            the United States.

                                   ARTICLE 6

                              FINANCIAL PROVISIONS

      6.1   License Fee. Centocor agrees to pay a nonrefundable license fee of
            six million Dollars ($6,000,000) within ten (10) days of the
            Execution Date. Such payment is unconditional and is not subject to
            any future performance by 3DP under this Agreement.


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      6.2   [**] Product Development Milestone Payments. The following
            milestones shall become due and payable by Centocor to 3DP when
            3DP-4815 or an alternative Direct Thrombin Inhibitor licensed
            hereunder first achieves each of the following Development
            milestones for its [**]:

            6.2.1 Upon the later of [**] or [**] from the [**]: [**] Dollars
                  ($[**]).

            6.2.2 Upon [**] of the [**] in the [**]: [**] Dollars ($[**]).

            6.2.4 Upon [**] of the [**] in the [**]: [**] Dollars ($[**]).

            6.2.5 (a) Upon [**] and [**] for [**] of an [**] in [**]: [**]
                      Dollars ($[**]);

                  (b) Upon [**] and [**] for [**], if applicable, of the [**]
                      in a [**] of the [**]: [**] Dollars ($[**]); and

                  (c) Upon [**] and [**] for [**], if applicable, of a [**] in
                      [**]: [**] Dollars ($[**]).

            6.2.6 (a) Upon [**] in the [**]: [**] Dollars ($[**]);

                  (b) Upon [**] in a [**] of the [**]: [**] Dollars ($[**]);
                      and

                  (c) Upon [**] in [**]: [**] Dollars ($[**]).

      6.3   Development Milestone Payments for Replacement Compositions. If a
            Direct Thrombin Inhibitor is dropped from Development by Centocor
            and a Replacement Composition is moved into Development in its
            place, Centocor shall not be obligated to remit the same milestone
            payments for the Replacement Composition as it already paid under
            Section 6.2 in connection with the Direct Thrombin Inhibitor which
            was replaced. However, subsequent milestone payments achieved by the
            Replacement Composition shall remain payable.

      6.4   Development Milestone Payments for Subsequent Compositions. The
            following milestones shall become due and payable by Centocor to 3DP
            when a Subsequent Composition licensed hereunder first achieves each
            of the following Development milestones for its first Indication:

            6.4.1 Upon [**] of the [**] in the [**]: [**] Dollars ($[**]).

            6.4.2 Upon [**] of the [**] in the [**]: [**] Dollars ($[**]).

            6.4.3 (a) Upon [**] and [**] for [**] of an [**] in [**]: [**]
                  Dollars ($[**]);


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<PAGE>

                  (b) Upon [**] and [**] for [**], if applicable, of the [**]
                      in a [**] of the [**]: [**] Dollars ($[**]); and

                  (c) Upon [**] and [**] for [**], if applicable, of a [**] in
                      [**]: [**] Dollars ($[**]).

            6.4.4 (a) Upon [**] in [**]: [**] Dollars ($[**]);

                  (b) Upon [**] by a [**] of the [**]: [**] Dollars ($[**]);
                      and

                  (c) Upon [**] in [**]: [**] Dollars ($[**]).

      6.5   Approval Milestone Payments For Additional Indications. Upon
            Regulatory Approval of any Licensed Product for an Additional
            Indication in [**] or [**], a milestone payment shall become due and
            payable by Centocor to 3DP in the amount of [**]. Notwithstanding
            the foregoing, once Centocor has paid [**] for a Licensed Product,
            [**].

      6.6   Royalty Rate for Licensed Products Developed and Commercialized by
            Centocor. Centocor shall pay 3DP a royalty based on Net Sales of
            Licensed Products sold by Centocor or its Sublicensees, on a
            product-by-product basis for each calendar year according to the
            following schedule:

            6.6.1 [**] percent ([**]%) on Annual Net Sales on the portion less
                  than [**] Dollars ($[**]);

            6.6.2 [**] percent ([**]%) on the incremental amount of Annual Net
                  Sales on the portion between [**] Dollars ($[**]) and [**]
                  Dollars ($[**]); and

            6.6.3 [**] percent ([**]%) on the incremental amount of Annual Net
                  Sales on the portion greater than [**] Dollars ($[**]).

            For the purpose of this section, "Annual Net Sales" will be
            determined on a calendar year basis. For the purpose of determining
            the applicable percentage, "Annual Net Sales" does not include Net
            Sales in countries where the royalty period has terminated or
            expired.

      6.7   Royalty Rate Reduction.

            6.7.1 Generic Equivalent. If, in any quarterly royalty reporting
                  period, (i) a third Party commences selling a Product which is
                  a Generic Equivalent of the Licensed Product in a country in
                  the Territory and (ii) such Unlicensed Unit Sales (as defined
                  below) amount to the following percentages of Centocor's Unit
                  Sales of the Licensed Product in such country in the same
                  royalty reporting period, the average percentage royalty rate
                  on total world-wide Net Sales (calculated annually as the sum
                  of total royalty actually paid pursuant to Section 6.6 divided
                  into Net Sales for the same


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                  annual period) shall be reduced in such country in accordance
                  with the percentages below and such lower royalty rate shall
                  then apply on the Net Sales in such country as long as the
                  Unlicensed Unit Sales amount to the particular percentage of
                  Centocor's Unit Sales of the Licensed Product in such country
                  in the same royalty reporting period.

           Unlicensed Unit Sales as a                  Royalty Rate
           Reduction*

           (% of Centocor Unit Sales)    (% of world-wide average Royalty Rate)
           --------------------------    --------------------------------------

          (Less than    [**]%                              [**]%
             Equal to)

          (Greater than) [**]% (Less than  [**]%           [**]%
                                 Equal to)

          (Greater than) [**]%                             [**]%

                  * A royalty rate reduction will, however, only be applicable
                  if Centocor also experiences a decrease in Net Sales of the
                  applicable Licensed Product in that country from the Net Sales
                  of the applicable Licensed Product in the same royalty
                  reporting period in the previous calendar year.

                  For purposes of this Section 6.7.1, (i) "Unlicensed Unit
                  Sales" and "Centocor Unit Sales" shall be deemed to mean the
                  total grams of the Direct Thrombin Inhibitor contained in the
                  Third Party Product (irrespective of dosage form) and the
                  Licensed Product (irrespective of dosage form), respectively,
                  as reflected on the label of each such Licensed Product and
                  Third Party Product; and (ii) Unlicensed Unit Sales shall be
                  determined by the sales reports of IMS America Ltd. of
                  Plymouth Meeting, Pennsylvania ("IMS") or any successor to IMS
                  or any other independent sales auditing firm selected by
                  Centocor and reasonably acceptable to 3DP. Centocor shall bear
                  all costs of providing 3DP with such information. If Centocor
                  is entitled to a royalty reduction based on Unlicensed Unit
                  Sales pursuant to this Section 6.7.1 for any royalty reporting
                  period, Centocor shall submit the sales report of IMS or such
                  other independent firm, as applicable, for the relevant
                  royalty reporting period to 3DP, together with Centocor's or
                  its Sublicensees' sales report for the relevant royalty
                  reporting period. Such sales reports for each royalty
                  reporting period in which Centocor is entitled to such royalty
                  reduction shall be submitted with the royalty report for such
                  royalty reporting period submitted pursuant to Section 6.13.

            6.7.2 Third Party Patents. If a Patent of a Third Party should exist
                  in any country during the term of this Agreement covering the
                  manufacture, use or sale of any Licensed Product, and if it
                  should prove in Centocor's reasonable judgment (as supported
                  by an opinion from outside patent


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<PAGE>

                  counsel which counsel is acceptable to both Parties)
                  impractical or impossible for Centocor or its Sublicensee to
                  continue the activity or activities licensed hereunder without
                  obtaining a royalty bearing license from such Third Party
                  under such Patent or Patents in said country, then Centocor
                  shall be entitled to a credit against the royalty payments due
                  hereunder of an amount equal to the royalty paid to such Third
                  Party, not to exceed [**] percent ([**]%) of the royalty rate
                  due under this Agreement, arising from the manufacture, use or
                  sale of the Licensed Product in said country.

            6.7.3 Compulsory License. If at any time and from time to time a
                  Third Party in any country shall, under the right of a
                  compulsory license granted or ordered to be granted by a
                  competent governmental authority, manufacture, use or sell any
                  Licensed Product, with respect to which royalties would be
                  payable pursuant to Section 6.6 hereof, then Centocor may
                  reduce the royalty on sales in such country of such Licensed
                  Product according to the rates specified in Section 6.7.1.

      6.8   Royalty Adjustment for Cost of Goods. In any year in which annual
            sales of Licensed Product are [**] Dollars ($[**]) or greater, a
            calculation shall be made to determine if a royalty adjustment
            should be made under this Section 6.8. There shall be a standard
            (hereinafter referred to as the "COG Standard") calculated annually
            as the sum of the total royalty actually payable pursuant to Section
            6.6 for the same annual period and the Manufacturing Cost covering
            the Net Sales subject to royalties under Section 6.6 for the same
            annual period, expressed as a percentage of such annual Net Sales.
            In the event Net Sales subject to royalties under Section 6.6 are
            [**] Dollars ($[**]) or greater and the COG Standard is other than
            [**]% of such Net Sales, the royalty adjustment shall be calculated
            as follows: if such COG Standard is greater than [**]%, the Parties
            shall equally share in up to [**] percentage points ([**]%) of the
            excess above [**]%, with 3DP's share being taken as a credit by
            Centocor against royalty otherwise payable to 3DP. On the contrary,
            if the COG Standard is less than [**]%, the Parties shall equally
            share in up to [**] percentage points ([**]%) of the underage below
            [**]% with 3DP's share of such underage being added as an addition
            by Centocor to the royalty payable to 3DP under Section 6.6. For the
            purposes of clarity, the royalty adjustment shall be applied to the
            total Net Sales which are subject to royalties under Section 6.6 and
            not merely the incremental amount above $[**].

      6.9   Currency Restrictions. Except as herein provided in this Article,
            all royalties shall be paid in Dollars. If, at any time, legal
            restrictions prevent the prompt remittance of part of or all of the
            royalties with respect to any country where Licensed Products are
            sold, Centocor shall have the right and option to make such payments
            by depositing the amount thereof in local currency to 3DP's accounts
            in a bank or depository in such country.


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      6.10  Royalty Period. The royalty payments set forth above shall be
            payable for each Licensed Product on a product-by-product and
            country-by-country basis from the date of First Commercial Sale of
            such Licensed Product in such country until the later of: (a) [**]
            from the date of First Commercial Sale of such Licensed Product in
            such country; or (b) until [**].

      6.11  Mode of Payment. All payments to 3DP hereunder shall be made by wire
            transfer of Dollars in the requisite amount to the account
            designated by 3DP which is attached hereto as Exhibit 6.11;
            provided, however, that any notice by 3DP of a change in such
            account shall not be effective until thirty (30) days after receipt
            thereof by Centocor.

      6.12  Timing of Payments. Milestone payments shall be made within thirty
            (30) days after occurrence of the relevant milestone event. Royalty
            payments shall be made within forty-five (45) days after the close
            of each reporting period. Centocor shall be responsible for all
            payments that are due to 3DP but have not been paid by Centocor's
            Sublicensees or Commercialization partners.

      6.13  Quarterly Royalty Reports. During the term of this Agreement and
            commencing with the First Commercial Sale of each Licensed Product,
            Centocor shall furnish or cause to be furnished to 3DP on a
            quarterly basis, a written report or reports covering each quarter
            (each such quarter being sometimes referred to herein as a
            "reporting period") showing:

            6.13.1 Gross invoiced sales and total deductions used to calculate
                   Net Sales of each Licensed Product sold by Centocor and its
                   Sublicensees during the reporting period on a
                   country-by-country basis. For the United States only, twice
                   per calendar year, Centocor shall provide to 3DP a report
                   showing all itemized deductions from gross invoiced sales to
                   Net Sales. In any Major Market Country or country which
                   represents [**] or more of world wide gross invoiced sales
                   (other than the United States), to the extent that there are
                   significant variances in total deductions from gross invoiced
                   sales to Net Sales from one quarter to another, Centocor
                   shall, at 3DP's reasonable request, provide a reasonably
                   detailed explanation as to such increase.

            6.13.2 The royalties, payable in Dollars, which shall have accrued
                   hereunder in respect of such Net Sales.

            6.13.3 The exchange rates used, if any, in converting into Dollars,
                   from the currencies in which sales were made.

            6.13.4 Dispositions of such Licensed Product other than pursuant to
                   sale for cash, if such data is normally reported in royalty
                   reports of other licensed products.


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            6.13.5 Any withholding taxes required to be paid from such
                   royalties.

      6.14  Royalty Payment Due Date; Accrual. Royalties which have accrued
            during any month and are required to be shown on a final quarterly
            sales report provided for hereunder shall be due and payable on the
            date such final quarterly sales report is due. In addition, at the
            end of each calendar year in which royalties are paid hereunder,
            Centocor agrees to reconcile estimated or accrued rebates and
            discounts taken during such calendar year in accordance with its
            standard reconciliation practices and make any necessary adjustment
            in the next calendar quarter in which royalties are due and payable.

      6.15  Royalty Report Timing. Centocor shall provide flash sales reports to
            3DP fifteen (15) days after the close of each reporting period, and
            final reports shall be due forty five (45) days following the close
            of each reporting period.

      6.16  Financial Records. Centocor shall keep accurate records, including,
            without limitation, gross invoiced sales, Net Sales, royalty
            payments, Development costs, and Manufacturing Costs ("Financial
            Records"), in accordance with U.S. generally accepted accounting
            practices, in sufficient detail to enable the amounts due hereunder
            to be determined and verified by 3DP.

      6.17  Currency Exchange. In the case of sales of any Licensed Product
            outside the United States, royalty payments by Centocor to 3DP shall
            be converted to Dollars in accordance with Centocor's current
            customary and usual procedures for calculating same which are the
            following: the rate of currency conversion shall be calculated using
            a simple monthly period average of the end "spot rates" provided by
            Brown Brothers Harriman, 59 Wall Street, NY, NY 10005, for each
            quarter, or if such rate is not available, the spot rate as
            published by a leading United States commercial bank for such
            accounting period. This method of conversion is consistent with
            Centocor's current accounting methods. Centocor shall give 3DP
            prompt written notice of any changes to Centocor's customary and
            usual procedures for currency conversion, which shall only apply
            after such notice has been delivered and provided that such changes
            continue to maintain a set methodology for currency conversion.

      6.18  Audit. Financial Records under this Agreement shall be open during
            reasonable business hours for a period of two (2) years from
            creation of individual records for examination. Upon the written
            request of 3DP but not more often than once each year, at 3DP's
            expense, Centocor shall permit an independent public accounting firm
            of national prominence selected by 3DP and acceptable to Centocor to
            have access during normal business hours to those records of
            Centocor as may be reasonably necessary for the sole purpose of
            verifying the accuracy of the Net Sales report (including all of its
            component calculation such as Manufacturing Costs), Development
            costs and royalty calculation conducted by Centocor pursuant to this
            Agreement.


                                       30

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            6.18.1 Centocor shall include in each sublicense or
                   Commercialization agreement entered into by it pursuant to
                   this Agreement, a provision requiring, among others, the
                   Sublicensee or Commercialization partner to keep and maintain
                   adequate Financial Records pursuant to such sublicense or
                   Commercialization agreement and to grant access to such
                   records by the aforementioned independent public accountant
                   for the reasons specified in this Agreement.

            6.18.2 The report prepared by such independent public accounting
                   firm, a copy of which shall be sent or otherwise provided to
                   Centocor by such independent public accountant at the same
                   time as it is sent or otherwise provided to 3DP, shall
                   contain the conclusions of such independent public accountant
                   regarding the audit and will specify that the amounts paid to
                   3DP pursuant thereto were correct or, if incorrect, the
                   amount of any underpayment or overpayment.

            6.18.3 If such independent public accounting firm's report shows any
                   underpayment, Centocor shall remit or shall cause its
                   Sublicensees or Commercialization partners to remit to 3DP
                   within 30 days after Centocor's receipt of such report, (i)
                   the amount of such underpayment and (ii) if such underpayment
                   exceeds five percent (5%) of the total amount owed for the
                   calendar year then being audited, the reasonable and
                   necessary fees and expenses of such independent public
                   accountant performing the audit, subject to reasonable
                   substantiation thereof. If such independent public accounting
                   firm's report shows any overpayment, Centocor shall receive a
                   credit equal to such overpayment against the royalty
                   otherwise payable to 3DP.

      6.19  Interest Due. In case of any delay in payment by Centocor to 3DP,
            interest on the overdue payment shall accrue at an annual interest
            rate, compounded monthly, equal to the prime rate as reported in The
            Wall Street Journal, as determined for each month on the last
            business day of that month, assessed from the day payment was
            initially due. The foregoing interest shall be due from Centocor
            without any special notice.

      6.20  Tax Withholding. Any income or other taxes which Centocor is
            required by law to pay or withhold on behalf of 3DP with respect to
            milestones or royalties, and any interest thereon, payable to 3DP
            under this Agreement shall be deducted from the amount of such
            milestones or royalties and interest due and paid or withheld, as
            appropriate, by Centocor on behalf of 3DP. Any such tax required to
            be paid or withheld shall be an expense of, and be borne solely by,
            3DP. Centocor shall furnish 3DP with reasonable evidence of such
            withholding payment in electronic or written form as soon as
            practicable after such payment is made. The Parties hereto shall
            reasonably cooperate in completing and filing documents required
            under the provisions of any applicable tax laws or under any other
            applicable law


                                       31

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            in connection with the making of any required withholding payment,
            or any claim to a refund of any such payment.

                                   ARTICLE 7

                            CONFIDENTIAL INFORMATION

      7.1   Confidentiality Obligations. The Parties agree that, for the term of
            this Agreement and for five (5) years thereafter, either Party that
            receives Information (a "Receiving Party") and other confidential
            and proprietary information and materials furnished to it by the
            other Party (a "Disclosing Party") pursuant to this Agreement or any
            Information developed during the term of this Agreement
            (collectively "Confidential Information"), shall keep completely
            confidential and shall not publish or otherwise disclose and shall
            not use for any purpose (except as expressly permitted hereunder)
            such Confidential Information, except to the extent that it can be
            established by the Receiving Party that such Confidential
            Information: (a) was already known to the Receiving Party, other
            than under an obligation of confidentiality from the Disclosing
            Party; (b) was generally available to the public or otherwise part
            of the public domain at the time of its disclosure to the Receiving
            Party; (c) became generally available to the public or otherwise
            part of the public domain after its disclosure which was other than
            through any act or omission of the Receiving Party in breach of this
            Agreement; (d) was subsequently lawfully disclosed to the Receiving
            Party by a Third Party; (e) can be shown by written records to have
            been independently developed by the Receiving Party without
            reference to the Confidential Information received from the
            Disclosing Party and without breach of any of the provisions of this
            Agreement; or (f) is information that the Disclosing Party has
            specifically agreed in writing that the Receiving Party may
            disclose.

      7.2   Written Assurances and Permitted Uses of Confidential Information.

            7.2.1 Each Party shall inform its employees and consultants who
                  perform work on the Research Program of the obligations of
                  confidentiality specified in Section 7.1, and all such persons
                  shall be bound by obligations of confidentiality substantially
                  similar to those set forth herein.

            7.2.2 The Receiving Party may disclose Confidential Information to
                  the extent the Receiving Party is compelled to disclose such
                  information by a court or other tribunal of competent
                  jurisdiction, provided, however, that in such case the
                  Receiving Party shall immediately give notice to the
                  Disclosing Party so that the Disclosing Party may seek a
                  protective order or other remedy from said court or tribunal.
                  In any event, the Receiving Party shall disclose only that
                  portion of the Confidential Information that, in the opinion
                  of its legal counsel, is legally required to be disclosed and
                  will exercise reasonable efforts to ensure that any such
                  information so disclosed will be accorded confidential
                  treatment by said court or tribunal.


                                       32

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            7.2.3 To the extent it is reasonably necessary or appropriate to
                  fulfill its obligations and exercise its rights under this
                  Agreement, either Party may disclose Confidential Information
                  to its Affiliates on a need-to-know basis on condition that
                  such Affiliates agree to keep the Confidential Information
                  confidential for the same time periods and to the same extent
                  as such Party is required to keep the Confidential Information
                  confidential under this Agreement, and to any regulatory
                  authorities to the extent reasonably necessary to obtain
                  Regulatory Approval.

            7.2.4 The existence and the terms and conditions of this Agreement
                  which the Parties have not specifically agreed to disclose
                  pursuant to this Section 7.2 shall be treated by each Party as
                  Confidential Information of the other Party.

            7.2.5 If a Party is required to make any disclosure of the other
                  Party's Confidential Information, it will give at least 30
                  days' advance written notice to the other Party of such
                  disclosure requirement. If a Party is required to disclose
                  Confidential Information to comply with applicable laws or
                  governmental regulations, including, but not limited to,
                  submitting information to tax authorities or complying with
                  any discovery or similar request for production of documents
                  in litigation or similar alternative dispute resolution
                  proceedings, such Party may make such disclosure, provided
                  that it gives prompt notice to the other Party, and provided
                  that it makes all reasonable efforts to comply with all
                  administrative or other procedures or to establish a
                  reasonable protective or similar order under which the
                  confidential nature of the information will be maintained.

      7.3   Authorized Disclosure. Except as expressly provided otherwise in
            this Agreement, each Party may disclose Confidential Information of
            the other Party as follows: (i) to Third Parties under appropriate
            terms and conditions, including confidentiality provisions
            substantially equivalent to those in this Agreement for consulting,
            manufacturing, development, external testing and marketing trials
            with respect to the Licensed Products covered by this Agreement, or
            otherwise as is reasonably necessary to exercise the rights and
            licenses granted herein (including the right to grant sublicenses),
            provided, however, any such disclosure shall be limited to the
            specific matter for which the Third Party is engaged or (ii) to the
            extent such disclosure is reasonably necessary in filing or
            prosecuting patent, copyright and trademark applications,
            prosecuting or defending litigation, complying with applicable
            governmental regulations, obtaining regulatory approval, conducting
            preclinical or clinical trials or marketing Licensed Products,
            provided, however, that if a Party is required by law or regulation
            to make any such disclosure of the other Party's Confidential
            Information, it will, except where impracticable for necessary
            disclosures, for example in the event of medical emergency, give
            reasonable advance notice to the other Party of such disclosure
            requirement and, except to the extent inappropriate in the case of
            patent


                                       33

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            applications, will use its reasonable efforts to secure
            confidential treatment of such Confidential Information required to
            be disclosed.

      7.4   Publication. Each Party shall submit any proposed scientific
            publication containing Confidential Information of the other Party
            relating to its Research Program activities and/or Development
            and/or Commercialization activities relating to Direct Thrombin
            Inhibitors or Licensed Products at least thirty (30) days in advance
            of submission of an abstract of a proposed publication, if any, and
            again at least 30 days in advance of submission of the scientific
            publication, to allow such other Party to review such planned public
            disclosure. The reviewing Party will promptly review such
            publication and make any objections that it may have to the
            publication of the Confidential Information contained therein.
            Should the reviewing Party make an objection to the publication of
            the Confidential Information or require its modification, then the
            Parties will discuss the merits of publishing and any such
            modifications; provided, however, that in any case, no publication
            of Confidential Information of the other Party shall take place
            under this Section without the other Party's prior written approval
            thereof or unless the obligations of confidentiality as to such
            Confidential Information shall be waived or disclosure of
            Confidential Information of the other Party is authorized under
            Section 7.1.

      7.5   Public Announcements. A press release, deemed agreed upon by the
            Parties, is attached to this Agreement as Exhibit 7.5. Otherwise,
            neither Party shall originate any publicity, news release or public
            announcements, written or oral, whether to the public or press,
            stockholders or otherwise, relating to this Agreement, including its
            existence, the subject matter to which it relates, performance under
            it or any of its terms, to any amendment hereto or performances
            hereunder without the prior written consent of the other Party, save
            only such announcements that are required by law to be made or that
            are otherwise agreed to by the Parties. Such announcements shall be
            brief and factual. If a Party decides to make an announcement
            required by law, it shall give the other Party at least five (5)
            business days advance notice, where possible, of the text of the
            announcement so that the other Party shall have an opportunity to
            comment upon the announcement. To the extent that the receiving
            Party reasonably requests the deletion of any information in the
            materials, the disclosing Party shall delete such information
            unless, in the opinion of the disclosing Party's legal counsel, such
            Confidential Information is legally required to be fully disclosed.

                                   ARTICLE 8

                        PATENTS AND INTELLECTUAL PROPERTY

      8.1   Ownership; Inventions. Inventorship for patentable inventions
            conceived and reduced to practice during the course of the
            performance of activities pursuant to this Agreement shall be
            determined in accordance with U.S. patent laws for determining
            inventorship. Ownership shall be determined based on inventorship.


                                       34

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            In the event of a dispute regarding inventorship, if the parties are
            unable to resolve such inventorship dispute, the Parties shall
            establish a procedure to resolve such dispute, which may include
            engaging a Third Party patent attorney jointly selected by the
            Parties to resolve such dispute.

      8.2   Disclosure of Patentable Inventions. Each Party shall promptly
            provide to the other any invention disclosure submitted in the
            normal course of business and disclosing an invention arising in the
            course of the Research Program.

      8.3   3DP Patentable Inventions and Know-How.

            8.3.1 3DP Patent Prosecution.

                  (a)   Prosecution and Maintenance. During the term of the
                        Agreement, 3DP shall, at its own expense, prepare, file,
                        prosecute and maintain 3DP Patents and use reasonable
                        efforts to file initially all such patent applications
                        in the United States. To the extent 3DP Patents are
                        Program Patents, Centocor shall provide a list of
                        countries in which such patent applications shall be
                        filed reasonably in advance of 3DP's estimated filing
                        date. 3DP shall file such patent applications in each
                        indicated country. [**] of the cost of such filings.

                  (b)   Discontinuance. If 3DP does not intend to file for
                        patent protection or does not wish to continue
                        preparation, prosecution or maintenance of a 3DP Patent,
                        then it shall give at least [**] advance notice to
                        Centocor, and in no event less than a reasonable period
                        of time for Centocor to act in its stead. In such case,
                        Centocor may elect at its sole discretion to continue
                        preparation, filing and prosecution or maintenance of
                        the discontinued patent at its sole expense. 3DP shall
                        execute such documents and perform such acts as may be
                        reasonably necessary for Centocor to file or to continue
                        prosecution or maintenance of such patent.
                        Discontinuance may be elected on a country-by-country
                        basis or for a patent application or patent series in
                        total.

            8.3.2 Cooperation. 3DP shall consult with Centocor and shall keep
                  Centocor continuously informed of all material matters
                  relating to the preparation, filing, prosecution and
                  maintenance of 3DP Patents covered by this Agreement,
                  including, but not limited to, disclosing to Centocor the
                  complete text of all such 3DP Patents. In addition, 3DP shall
                  provide Centocor with copies of all material correspondence
                  with the applicable patent office.

      8.4   Centocor Patentable Inventions and Know-How.


                                       35

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            8.4.1 Centocor Patent Prosecution.

                  (a)   Prosecution and Maintenance. During the term of the
                        Agreement, Centocor shall, at its own expense, prepare,
                        file, prosecute and maintain Centocor Patents and use
                        reasonable efforts to file initially all such patent
                        applications in countries in which Centocor would file
                        patent applications in its normal business practice for
                        comparable technology.

                  (b)   Discontinuance. If Centocor does not intend to file for
                        Patent protection or does not wish to continue
                        preparation, prosecution or maintenance of a Centocor
                        Patent, then it shall give at least [**] advance notice
                        to 3DP, and in no event less than a reasonable period of
                        time for 3DP to act in its stead. In such case, 3DP may
                        elect at its sole discretion to continue preparation,
                        filing and prosecution or maintenance of the
                        discontinued patent at its sole expense. Centocor shall
                        execute such documents and perform such acts as may be
                        reasonably necessary for 3DP to file or to continue
                        prosecution or maintenance of such patent.
                        Discontinuance may be elected on a country-by-country
                        basis or for a patent application or patent series in
                        total.

            8.4.2 Cooperation. Centocor shall consult with 3DP and shall keep
                  3DP continuously informed of all material matters relating to
                  the preparation, filing, prosecution and maintenance of
                  Centocor Patents covered by this Agreement, including, but not
                  limited to, disclosing to 3DP the complete text of all such
                  Centocor Patents.

      8.5   Jointly Owned Program Patents

            8.5.1 The parties shall jointly determine whether to prepare, file,
                  prosecute and maintain any jointly owned Program Patents. The
                  JRC shall assign responsibility to one Party to act as the
                  lead Party for the prosecution and maintenance of such Program
                  Patent.

            8.5.2 The filing Party shall keep the other Party apprised of the
                  status of each jointly owned Program Patent and shall seek the
                  advice of the other Party with respect to patent strategy and
                  drafting applications and shall give reasonable consideration
                  to any suggestions or recommendations of the other Party
                  concerning the preparation, filing, prosecution, maintenance
                  and defense thereof. With respect to such jointly owned
                  Program Patents wherein 3DP is the filing Party, Centocor
                  shall provide a list of countries in which such patent
                  applications shall be filed reasonably in advance of


                                       36

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  3DP's estimated filing date. 3DP shall file such patent
                  applications in each indicated country. [**] of the cost of
                  such filings.

            8.5.3 The Parties shall cooperate reasonably in the prosecution of
                  all jointly owned Program Patents and shall share all material
                  information relating thereto, including all material
                  communications from patent offices, promptly after receipt of
                  such information.

            8.5.4 If, during the term of this Agreement, the filing Party
                  intends to allow any jointly owned Program Patent to lapse or
                  to abandon any such Program Patent, the filing Party shall,
                  whenever practicable, notify the non-filing Party of such
                  intention at least [**] prior to the date upon which such
                  Patent shall lapse or become abandoned, and the non-filing
                  Party shall thereupon have the right, but not the obligation,
                  to assume responsibility for the prosecution, maintenance and
                  defense thereof and all expenses related thereto.

      8.6   Initial Filing if Made Outside of the United States. The Parties
            agree to use reasonable efforts to ensure that any Patent filed
            outside of the United States prior to a U.S. filing will be in a
            form sufficient to establish the date of original filing as a
            priority date for the purposes of a subsequent U.S. filing.

      8.7   Infringement Claims by Third Parties.

            8.7.1 Notice. If the manufacture, use or sale of Direct Thrombin
                  Inhibitor or any Licensed Product results in a claim or a
                  threatened claim by a Third Party against a Party hereto for
                  patent infringement or for inducing or contributing to patent
                  infringement ("Infringement Claim"), the Party first having
                  notice of an Infringement Claim shall promptly notify the
                  other in writing. The notice shall set forth the facts of the
                  Infringement Claim in reasonable detail.

            8.7.2 Defense. Centocor shall have the right but not the obligation
                  to defend any suit resulting from an Infringement Claim at its
                  expense. 3DP shall cooperate and assist Centocor in any such
                  litigation at Centocor's expense.

            8.7.3 Settlement. In the event that the manufacture, use or sale of
                  the Direct Thrombin Inhibitor or the Licensed Product in a
                  country would infringe a Third Party Patent and a license to
                  such Third Party Patent is available, and Centocor in its sole
                  discretion seeks such a license, the Parties agree:

                  (a)   Subject to Section 6.7.2, [**] shall be responsible for
                        [**] associated with acquiring such Third Party license;
                        and

                  (b)   [**] shall use reasonable efforts to obtain required
                        licenses under the Third Party Patents, with [**].


                                       37

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      8.8   Patent Assignment. Neither Party may assign its interest in rights
            under jointly owned Program Patents or any Patents claiming a Direct
            Thrombin Inhibitor or Licensed Product, except with the prior
            written consent of the other Party, such consent not to be
            unreasonably withheld or delayed; provided, however, that either
            Party may assign such rights without consent of the other Party to a
            permitted assignee under this Agreement.

      8.9   Infringement Claims Against Third Parties.

            8.9.1 Cooperation. 3DP and Centocor each agree to take reasonable
                  actions to protect 3DP Patents or jointly owned Program
                  Patents from infringement. If one Party brings any such action
                  or proceeding, the other Party may be joined as a Party
                  plaintiff if necessary for the action or proceeding to proceed
                  and, in case of joining, the other Party agrees to give the
                  first Party reasonable assistance and authority to file and to
                  prosecute such suit. The other Party shall be reimbursed for
                  any costs associated with its participation.

            8.9.2 Notice. If any 3DP Patent, Centocor Patent, and/or jointly
                  owned Program Patent is infringed by a Third Party in any
                  country in connection with the manufacture, use and/or sale of
                  a Licensed Product in such country, the Party to this
                  Agreement first having knowledge of such infringement, or
                  knowledge of a reasonable probability of such infringement,
                  shall promptly notify the other in writing. The notice shall
                  set forth the known facts of such infringement in reasonable
                  detail.

            8.9.3 Institution of Proceedings.

                  (a)   3DP shall have the primary right, but not the
                        obligation, to institute, prosecute and control with its
                        own counsel, any action or proceeding with respect to
                        infringement of a 3DP Patent. Centocor shall have the
                        right, at its own expense, to be represented in such
                        action by its own counsel; provided, however, no
                        settlement may be entered into by 3DP without the
                        written consent of Centocor, which consent shall not be
                        unreasonably withheld or delayed, if such settlement
                        would have a material adverse effect on Centocor's
                        interests.

                  (b)   With respect to jointly owned Program Patents, Centocor
                        shall have the primary right, but not the obligation, to
                        institute, prosecute and control any action or
                        proceeding with respect to infringement of such Patents,
                        by counsel of its own choice and at its own expense;
                        provided, however, no settlement may be entered into by
                        Centocor without the written consent of 3DP, which
                        consent shall not be unreasonably withheld or delayed,
                        if such


                                       38

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                        settlement would have a material adverse effect on 3DP's
                        interests.

                  (c)   Centocor shall have the sole right to enforce any rights
                        under the Centocor Patents at its own expense.

            8.9.4 Failure to Institute Proceedings. If the Party having the
                  primary right to institute proceedings under Section 8.9.3
                  (hereinafter referred to as the "First Prosecuting Party")
                  fails to institute, prosecute or control such action or
                  prosecution within a period of one hundred eighty (180) days
                  after receiving notice of the infringement from the other
                  Party (hereinafter referred to as the "Second Prosecuting
                  Party"), then the Second Prosecuting Party shall have the
                  right to bring and control any such action by counsel of its
                  own choice, and the First Prosecuting Party shall have the
                  right, at its own expense, to be represented in any such
                  action by counsel of its own choice. The First Prosecuting
                  Party shall cooperate with the Second Prosecuting Party in
                  such effort, including being joined as a party to such action
                  if necessary.

            8.9.5 Costs. The Party bringing suit under this Article shall bear
                  all costs of the suit and shall retain any damages or other
                  monetary awards recovered.

            8.9.6 Settlement. The parties shall keep each other informed of the
                  status of and of their respective activities regarding any
                  litigation or settlement thereof concerning Licensed Products
                  in the Field. A settlement or consent judgment or other
                  voluntary final disposition of a suit brought by a Party under
                  this Section 8.9 may be entered without the consent of the
                  other Party; provided such settlement, consent judgment or
                  other disposition does not admit the invalidity or
                  unenforceability of any Patent; and provided further, that any
                  rights to continue the infringing activity in such settlement,
                  consent judgment or other disposition shall be limited to the
                  product or activity that was the subject of the suit.

      8.10  Notices Relating to the Act. 3DP shall notify Centocor of the
            issuance of each U.S. patent included among the 3DP Patents, giving
            the date of issue and patent number for each such patent. 3DP and
            Centocor each shall immediately give notice to the other of any
            certification filed under the "U.S. Drug Price Competition and
            Patent Term Restoration Act of 1984" (hereinafter the "Act"),
            including, but not necessarily limited to, notices pursuant to
            ss.ss.101 and 103 of the Act from persons who have filed an
            abbreviated NDA ("ANDA") or a "paper" NDA claiming that a 3DP,
            Centocor, or jointly owned Program Patent is invalid or that
            infringement will not arise from the manufacture, use or sale of any
            Direct Thrombin Inhibitor or Licensed Product by a Third Party.

            8.10.1 If Centocor decides not to bring infringement proceedings
                  against the entity making such a certification, Centocor shall
                  give notice to 3DP of its


                                       39

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                   decision not to bring suit within [**] after receipt of
                   notice of such certification.

            8.10.2 3DP may then, but is not required to, bring suit against the
                   party that filed the certification.

            8.10.3 Any suit by Centocor or 3DP shall either be in the name of
                   Centocor or in the name of 3DP, or jointly in the name of
                   Centocor and 3DP, as may be required by law.

            8.10.4 For purposes of this Section, the Party not bringing suit
                   shall execute such legal papers necessary for the prosecution
                   of such suit as may be reasonably requested by the Party
                   bringing suit.

      8.11  Patent Term Extensions. 3DP hereby authorizes Centocor to (a)
            provide in any NDA a list of patents which includes 3DP Patents that
            relate to such Product and such other information as Centocor
            believes is appropriate; (b) commence suit for infringement of 3DP
            Patents under ss. 271(e) (2) of Title 35 of the United States Code;
            and (c) exercise any rights that may be exercisable by 3DP as patent
            owner under the Act, including without limitation, applying for an
            extension of the term of any patent included in 3DP Patents. In the
            event that applicable law in any country provides for the extension
            of the term of any patent included among 3DP Patents, such as under
            the Act, the Supplementary Certificate of Protection of the Member
            States of the European Union and other similar measures in any other
            country, 3DP shall apply for and use its reasonable efforts to
            obtain such an extension or, should the law require Centocor to so
            apply, 3DP hereby gives permission to Centocor to do so. Centocor
            and 3DP agree to cooperate with one another in obtaining such
            extension. 3DP agrees to cooperate with Centocor or its Sublicensee,
            as applicable, in the exercise of the authorization granted herein
            and shall execute such documents and take such additional action as
            Centocor may reasonably request in connection therewith, including,
            if necessary, permitting itself to be joined as a Party in any suit
            for infringement brought by Centocor hereunder.

      8.12  Rights to Research Compounds. Research Compounds shall be solely and
            exclusively owned by 3DP. However, if during the Research Term, 3DP
            identifies Research Compounds having activity indicating potential
            for Development in an Indication selected from [**], then 3DP shall
            notify Centocor regarding such Research Compounds and shall provide
            Centocor with data and test results confirming such activity. If
            Centocor is interested in obtaining rights to such Research
            Compounds, the Parties shall negotiate in good faith a comprehensive
            licensing agreement to such Research Compounds on substantially the
            same terms and conditions of this Agreement. If the Parties fail to
            reach agreement regarding such Research Compounds, then the Parties
            shall use a Third Party expert to resolve the conflict.


                                       40

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            With regard to any Research Compounds which may be the subject of a
            Centocor Patent, Centocor shall, to the extent practicable, assign
            all right, title and interest in such Research Compound, or, in the
            alternative, grant to 3DP a fully paid-up, exclusive license to such
            Research Compounds.

                                   ARTICLE 9

                                 INDEMNIFICATION

      9.1   Research and Development Indemnification. Each Party (the
            "Indemnifying Party") shall indemnify, defend and hold the other
            Party (the "Indemnified Party") harmless from and against any and
            all liabilities, claims, damages, costs, expenses or money judgments
            incurred by or rendered against the Indemnified Party and its
            Affiliates and Sublicensees incurred in the defense or settlement of
            a Third Party lawsuit or in a satisfaction of a Third Party judgment
            arising out of any injuries to person and/or damage to property
            resulting from (i) negligent acts of the Indemnifying Party
            performed in carrying out the Research Program hereunder, including
            failure by the Indemnifying Party to provide the Indemnified Party
            with any Information of the Indemnifying Party which, if timely
            received, would have avoided injury, death or damage, provided such
            failure to provide such know-how is due to negligence of the part of
            the Indemnifying Party and (ii) personal injury to the Indemnified
            Party's employees or agents, or damage to the Indemnified Party's
            property, resulting from acts performed by, under the direction of,
            or at the request of the Indemnifying Party in carrying out the
            activities contemplated by this Agreement.

      9.2   Indemnification for Direct Thrombin Inhibitors and Licensed
            Products.

            9.2.1 Indemnification by Centocor. Centocor shall indemnify, defend
                  and hold 3DP and its agents, employees and directors (the "3DP
                  Indemnitees") harmless from and against any and all liability,
                  damage, claim, loss, cost or expense, including reasonable
                  attorneys' fees ("Losses") resulting directly from the
                  manufacture, use, handling, storage, sale or other disposition
                  of chemical agents, Direct Thrombin Inhibitors or Licensed
                  Products by Centocor or its Sublicensees, distributors and
                  agents, except to the extent such Losses result from the gross
                  negligence or willful misconduct of the 3DP Indemnitees. Upon
                  the assertion of any such claim or suit, the 3DP Indemnitees
                  shall promptly notify Centocor thereof and shall permit
                  Centocor to assume direction and control of the defense of the
                  claim (including the right to settle the claim solely for
                  monetary consideration) and shall cooperate as requested (at
                  the expense of Centocor) in the defense of the claim. The 3DP
                  Indemnities shall not settle any such claim or suit without
                  the prior written consent of Centocor,


                                       41

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                  unless they shall have first waived their rights to
                  indemnification hereunder.

            9.2.2 Indemnification By 3DP. 3DP shall indemnify, defend and hold
                  Centocor and its agents, employees and directors (the
                  "Centocor Indemnitees") harmless from and against any and all
                  Losses resulting directly from the manufacture, use, handling,
                  storage, sale or other disposition of chemical agents, Direct
                  Thrombin Inhibitors or Licensed Products by 3DP and its
                  Sublicensees, distributors and agents, except to the extent
                  that such Losses result from the gross negligence or willful
                  misconduct of the Centocor Indemnitees. Upon the assertion of
                  any such claim or suit, the Centocor Indemnitees shall
                  promptly notify 3DP thereof and shall permit 3DP to assume
                  direction and control of the defense of the claim (including
                  the right to settle the claim solely for monetary
                  consideration) and shall cooperate as required (at the expense
                  of 3DP) in the defense of the claim. The Centocor Indemnitees
                  shall not settle any such claim or suit without the prior
                  written consent of 3DP, unless they shall have first waived
                  their rights to indemnification hereunder.

      9.3   Insurance Proceeds. Any indemnification hereunder shall be made net
            of any insurance proceeds recovered by the Indemnified Party;
            provided, however, that if, following the payment to the Indemnified
            Party of any amount under this Article 9, such Indemnified Party
            recovers any insurance proceeds in respect of the claim for which
            such indemnification payment was made, the Indemnified Party shall
            promptly pay an amount equal to the amount of such proceeds (but not
            exceeding the amount of such indemnification payment) to the
            Indemnifying Party.

      9.4   Insurance. Centocor and 3DP shall use all commercially reasonable
            efforts to maintain insurance, including product liability
            insurance, with respect to its activities hereunder. Such insurance
            shall be in such amounts and subject to such deductibles as the
            Parties may agree, based upon standards prevailing in the industry
            at the time. Centocor may satisfy its obligations under this Section
            through self-insurance to the same extent.

                                   ARTICLE 10

                              TERM AND TERMINATION

      10.1  Term. This Agreement shall commence on the Execution Date and shall
            remain in effect until the expiration of Centocor's obligation to
            pay royalties for all Licensed Products, unless earlier terminated
            as provided in this Article 10.

      10.2  Termination of this Agreement by Centocor for any Reason. After the
            [**] and [**] as provided herein, Centocor may terminate this
            Agreement for any


                                       42

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            reason upon [**] advance written notice to 3DP before the [**] of
            [**] in a [**], or upon [**] advance written notice to 3DP after the
            [**] in a [**].

      10.3  Termination for Breach. The failure by a Party to comply with any of
            the material obligations contained in this Agreement shall entitle
            the other Party to give notice to have the default cured. If such
            default is not cured within sixty (60) days after the receipt of
            such notice, or if by its nature such default could not be cured
            within sixty (60) days, the notifying Party shall be entitled,
            without prejudice to any of its other rights conferred on it by this
            Agreement, and in addition to any other remedies that may be
            available to it, to terminate this Agreement. Centocor's [**] to
            [**] a [**] or [**] to [**], shall constitute a material breach.
            With respect to the Co-Promotion of Licensed Product for DVT in the
            United States, breach by 3DP of the Co-Promotion Agreement between
            the Parties will not allow Centocor to terminate this Agreement
            under this Section 10.3.

      10.4  Termination for Bankruptcy. Either Party hereto shall have the right
            to terminate this Agreement forthwith by written notice to the other
            Party (i) if the other Party is declared insolvent or bankrupt by a
            court of competent jurisdiction, (ii) if a voluntary or involuntary
            petition in bankruptcy is filed in any court of competent
            jurisdiction against the other Party and such petition is not
            dismissed within ninety (90) days after filing or (iii) if the other
            Party shall make or execute an assignment of substantially all of
            its assets for the benefit of creditors.

      10.5  Effect of Termination. In the event of termination by Centocor under
            Section 10.2 or by 3DP under Section 10.3 or 10.4: (i) all rights
            licensed herein shall revert to 3DP and Centocor shall grant to 3DP
            a royalty free license under all Patents and know-how Controlled by
            Centocor that are reasonably necessary for the Development,
            manufacture and Commercialization of Licensed Products; (ii)
            Centocor shall, at its own expense, promptly provide 3DP with all
            data and results pertaining to Direct Thrombin Inhibitors and
            Licensed Products; (iii) Centocor shall, at its own expense,
            promptly assign or transfer to 3DP all filings with regulatory
            authorities concerning Licensed Products, including, without
            limitation, Drug Approval Applications; and (iv) Centocor shall
            provide 3DP with its requirements of Licensed Product, at actual
            cost, for a period of time reasonably sufficient for 3DP to find an
            acceptable (at 3DP's sole discretion) alternative source of both
            clinical and commercial supply of Licensed Product.

      10.6  No Waiver. The right of a Party to terminate this Agreement, as
            provided in this Article 10 shall not be affected in any way by its
            waiver or failure to take action with respect to any prior default.

      10.7  Consequences of Termination. Except as otherwise provided herein,
            upon termination of this Agreement, all remaining records and
            materials in its possession or control containing the other Party's
            Confidential Information and to which the former Party does not
            retain rights hereunder, shall promptly be


                                       43

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            returned. Notwithstanding the foregoing, one copy of such records
            may be retained by legal counsel for the former Party.

      10.8  Results of Termination by Centocor for Cause. In the event of
            termination of this Agreement by Centocor pursuant to Section 10.3
            or 10.4, the licenses granted to Centocor in Article 2 hereof shall
            survive termination. In addition, the royalty rates recited in
            Sections 6.6 and 6.7 shall each be amended and reduced by [**], with
            Sections 6.6 through 6.20 and all relevant definitions in Article 1
            surviving termination. Furthermore, Sections 8.7 through 8.12 shall
            survive termination.

      10.9  Survival of Obligations. The termination or expiration of this
            Agreement shall not relieve the Parties of any obligations accruing
            prior to such termination, and any such termination shall be without
            prejudice to the rights of either Party against the other. The
            provisions of Sections 2.1 (except in the case of termination by 3DP
            under Section 10.3 or 10.4), 3.11, 3.12, 8.1, and Articles 1, 7, 9,
            12 and 13 shall survive any termination of this Agreement.

      10.10 Termination Not Sole Remedy. Termination is not the sole remedy
            under this Agreement and, whether or not termination is effected,
            all other remedies will remain available except as agreed to
            otherwise herein.

      10.11 3DP Change of Control. In the event that a 3DP Change in Control (as
            defined below) occurs during the Term, Centocor shall have the
            right, exercisable upon written notice to 3DP and delivered at any
            time within [**] after the effective date of such 3DP Change in
            Control, to terminate any on-going Research Program under Article 3,
            any Co-Development under Section 4.7, any Co-Promotion activities by
            3DP pursuant to Section 5.5 and any Co-Promotion Agreement, to
            eliminate 3DP's right to Co-Promote Licensed Products under Section
            5.5 or any Co-Promotion Agreement, to not provide 3DP with copies of
            its Marketing Plan for review and to end the Joint Steering
            Committee, Centocor being allowed to carry out Development and
            Commercialization of the Products without a Joint Steering
            Committee.

            For purposes of this Agreement, "3DP Change in Control" means any
            transaction or series of related transactions by which a Third Party
            pharmaceutical company acquires or becomes the beneficial owner of
            (i) fifty percent (50%) or more of the outstanding voting securities
            of 3DP or the surviving entity, whether by merger, consolidation,
            reorganization, tender offer or other similar means or (ii) all or
            substantially all of the assets of 3DP. For purposes of this Section
            10.11, "Third Party pharmaceutical company" shall mean a Third Party
            healthcare company (including a biotech company or a "group" within
            the meaning of Section 13(d)(3) of the Securities Exchange Act of
            1934 (the "Exchange Act") but excluding Centocor and any Affiliates
            of the Parties) whose net sales (or reported equivalent) of human
            pharmaceutical in the most recently completed fiscal year for which
            audited financial statements are publicly available exceed $[**] as
            reported in such financial statements, or if not publicly available
            as appropriately provided by 3DP.


                                       44

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            In the event of termination by Centocor under this Section 10.11:
            (i) if Centocor shall continue the Development and/or
            Commercialization of the Direct Thrombin Inhibitors or Licensed
            Product for DVT, then Centocor shall reimburse 3DP for [**]% of any
            Development Costs 3DP incurred (if Centocor does not continue
            Development and/or Commercialization of the Direct Thrombin
            Inhibitors or Licensed Product for DVT then no such payment shall be
            due); (ii) to the extent the Co-Promotion Agreement is terminated,
            Centocor shall pay 3DP the greater of (a) the [**] or (b) a [**] of
            [**] for the [**] period prior to the [**] as follows: in the first
            year following termination: [**]%, in the second year following
            termination: [**]%; and in the third year following termination:
            [**]%; and (iii) 3DP shall, at Centocor's expense, promptly provide
            Centocor all data and results pertaining to Direct Thrombin
            Inhibitors and the Licensed Products.

                                   ARTICLE 11

                         REPRESENTATIONS AND WARRANTIES

      11.1  Authority. Each Party represents and warrants that as of the
            Execution Date, it has the full right, power and authority to enter
            into this Agreement and that this Agreement has been duly executed
            by such Party and constitutes a legal, valid and binding obligation
            of such Party, enforceable in accordance with its terms.

      11.2  No Conflicts. Each Party represents and warrants that the execution,
            delivery and performance of this Agreement by such Party does not
            conflict with any agreement, instrument or understanding, oral or
            written, to which it is a party or by which it is bound, nor violate
            any law or regulation of any court, governmental body or
            administrative or other agency having jurisdiction over it.

      11.3  No Existing Third Party Rights. Each Party represents and warrants
            that it has not, and during the term of the Agreement will not,
            grant any right to any Third Party relating to its respective
            technology in the Field which would conflict with the rights granted
            to the other Party hereunder.

      11.4  Patents and Know-How Warranties. To the best of its knowledge, as of
            the Execution Date, each Party represents and warrants that (i) any
            Patent, know-how or other intellectual property right owned or
            controlled by such Party is not currently being infringed by any
            Third Party and (ii) the practice of such rights does not infringe
            any property right of any Third Party.

      11.5  Control of Know-How. 3DP and Centocor each represent and warrant
            that it owns or Controls all of the rights, title and interest in
            and to the 3DP Know-How and the Centocor Know-How, respectively.

      11.6  Development Material. 3DP represents and warrants that the drug
            substance material identified as 3DP-4815 to be used for the [**]
            was manufactured


                                       45

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            pursuant to CGMPs, and that 3DP has in its possession or has access
            to all batch records for such drug substance material.

      11.7  Disclaimer of Warranties. 3DP MAKES NO REPRESENTATIONS AND EXTENDS
            NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
            WITH RESPECT TO THE LICENSED PRODUCTS LICENSED HEREUNDER, INCLUDING,
            BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
            PARTICULAR PURPOSE.

      11.8  Continuing Representations. The representations and warranties of
            each Party contained in this Article 11 shall survive the execution
            and delivery of this Agreement and shall remain true and correct at
            all times during the Term with the same effect as if made on and as
            of such later date.

                                   ARTICLE 12

                               DISPUTE RESOLUTION

      12.1  Dispute Resolution and Arbitration. In the case of any disputes
            between the Parties arising from this Agreement, and in case this
            Agreement does not provide a solution for how to resolve such
            disputes, the Parties shall discuss and negotiate in good faith a
            solution acceptable to both Parties and in the spirit of this
            Agreement. If, after negotiating in good faith pursuant to the
            foregoing sentence, the Parties fail to reach agreement within sixty
            (60) days, then the Chief Executive Officer of 3DP and the President
            of Centocor shall discuss in good faith an appropriate resolution to
            the dispute. If these executives fail, after good faith discussions,
            to reach an amicable agreement within sixty (60) days, then either
            Party may upon written notice to the other submit the dispute to
            binding arbitration pursuant to Section 12.2.

      12.2  Arbitration. Any claim, dispute or controversy arising out of or in
            connection with or relating to this Agreement (including, without
            limitation, disputes with respect to the rights and obligations of
            the Parties following termination) not settled by the procedures set
            forth in Section 12.1 above, or the breach or alleged breach of a
            material provision of this Agreement, shall be adjudicated by
            arbitration in accordance with the Arbitration Proceedings as set
            forth in Exhibit 12.2 attached hereto.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

      13.1  Entire Agreement. This Agreement and each of the Exhibits hereto
            constitute and contain the entire understanding and agreement of the
            Parties respecting the subject matter of this Agreement and cancels
            and supersedes any and all prior or


                                       46

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            contemporaneous negotiations, correspondence, understandings and
            agreements between the Parties, whether oral or written, regarding
            such subject matter.

      13.2  Further Actions. Each Party agrees to execute, acknowledge and
            deliver such further instruments and to do all such other acts as
            may be necessary or appropriate in order to carry out the purposes
            and intent of this Agreement.

      13.3  Binding Effect. This Agreement and the rights granted herein shall
            be binding upon, and shall inure to the benefit of, 3DP, Centocor
            and their respective lawful successors and permitted assigns.

      13.4  Assignment. Neither Party shall assign this Agreement without the
            prior written consent of the other Party (such consent not to be
            unreasonably withheld) except that a Party may assign this Agreement
            to an Affiliate or to a successor in connection with the merger,
            consolidation or sale of all or substantially all of its assets or
            that portion of its business pertaining to the subject matter of
            this Agreement. Any permitted assignee shall assume all obligations
            of its assignor under this Agreement.

      13.5  No Implied Licenses. No rights to any other patents, know-how or
            technical information, or other intellectual property rights, other
            than as explicitly identified herein, are granted or deemed granted
            by this Agreement. No right, expressed or implied, is granted by
            this Agreement to a Party to use in any manner the name or any other
            trade name or trademark of the other Party or its Affiliates in
            connection with the performance of this Agreement.

      13.6  No Waiver. No waiver, modification or amendment of any provision of
            this Agreement shall be valid or effective unless made in writing
            and signed by a duly authorized officer of each Party. The failure
            of either Party to assert a right hereunder or to insist upon
            compliance with any term or condition of this Agreement shall not
            constitute a waiver of that right or excuse a similar subsequent
            failure to perform any such term or condition.

      13.7  Force Majeure. The failure of a Party to perform any obligation
            under this Agreement by reason of force majeure such as acts of God,
            acts of governments, riots, wars, strikes, accidents or deficiencies
            in materials or transportation or other causes of a similar
            magnitude beyond its control shall not be deemed to be a breach of
            this Agreement. The Party which is affected by any force majeure
            shall contact the other Party for discussion of possible emergency
            measures.

      13.8  Independent Contractors. Both Parties are independent contractors
            and not agents or employees of the other Party under this Agreement.
            Nothing contained in this Agreement is intended nor is to be
            construed so as to constitute 3DP or Centocor as partners or joint
            venturers with respect to this Agreement. Neither Party shall have
            any express or implied right or authority to assume or create any
            obligations on behalf of or in the name of the other Party or to
            bind the other


                                       47

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            Party to any other contract, agreement or undertaking with any Third
            Party except as may be explicitly provided for herein or authorized
            in writing.

      13.9  Notices and Deliveries. Any notices, request, delivery, approval or
            consent required or permitted to be given under this Agreement shall
            be in writing and shall be deemed to have been sufficiently given
            when it is received, whether delivered in person, transmitted by
            facsimile with contemporaneous confirmation, or delivery by
            registered letter (or its equivalent) or delivery by certified
            overnight courier service, to the Party to which it is directed at
            its address shown below or such other address as such Party shall
            have last given by notice to the other Parties.

 If to Centocor:                      with a copy to: Office of General Counsel

 Centocor, Inc.                       Johnson & Johnson
 200 Great Valley Parkway             One Johnson & Johnson Plaza
 Malvern, PA  19355-1307              New Brunswick, NJ  08933
 ATTN:  President                     Facsimile: 732-524-2788

 If to 3DP:                           with a copy to:

 3-Dimensional Pharmaceuticals, Inc.  Morgan, Lewis & Bockius LLP
 Eagleview Corporate Center           1701 Market Street
 665 Stockton Drive, Suite 104        Philadelphia, PA 19103
 Exton, PA  19341
 ATTN:  Chief Executive Officer       ATTN:  Manya S. Deehr, Esq.

      13.10 Restrictions on Unsolicited Activities. In consideration of the
            licenses granted hereunder, Centocor agrees that for the term of
            this Agreement, without the prior written consent of the board of
            directors of 3DP, neither Centocor nor any of its respective
            Affiliates (including any person or entity directly or indirectly,
            through one or more intermediaries, controlling one of these
            entities, or controlled by one of these entities or under common
            control with one of these entities) will (i) purchase, offer or
            agree to purchase, or announce an intention to purchase, directly or
            indirectly, any securities or assets of 3DP; (ii) make, or in any
            way participate, directly or indirectly, in any "solicitation" of
            "proxies" to vote or "consents" (as such terms are used in the rules
            and regulations of the Securities and Exchange Commission), or seek
            to advise or influence any person with respect to the voting of any
            voting securities of 3DP or any Affiliate thereof; (iii) initiate or
            support, directly or indirectly, any stockholder proposal with
            respect to 3DP; (iv) directly or indirectly make any public
            announcement with respect to, or submit a proposal for, or offer of
            (with or without conditions) any extraordinary transaction involving
            3DP or its securities or assets, or any Affiliate thereof, or of any
            successor to or person in control of 3DP or any of its businesses,
            or any assets of 3DP any Affiliate or division thereof, or of any
            such successor or controlling


                                       48

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            person; or (v) form, join or in any way participate in a "group" as
            defined in Section 13(d)(3) of the Exchange Act in connection with
            any of the foregoing. Nothing contained in this Section 13.10 shall
            prohibit the ownership by Centocor of up to 1% of any class of
            securities of 3DP which are registered pursuant to the Exchange Act.

      13.11 Headings. The captions to the sections and articles in this
            Agreement are not a part of this Agreement, and are included merely
            for convenience of reference only and shall not affect its meaning
            or interpretation.

      13.12 Severability. In the event that any provision of this Agreement
            shall, for any reason, be held to be invalid or unenforceable in any
            respect, such invalidity or unenforceability shall not affect any
            other provision hereof, and this Agreement shall be construed as if
            such invalid or unenforceable provision had not been included
            herein.

      13.13 Applicable Law. This Agreement shall be governed by and interpreted
            in accordance with the laws of the State of Delaware without
            reference to its choice of laws or conflicts of laws provisions.

      13.14 Advice of Counsel. Centocor and 3DP have each consulted with counsel
            of their choice regarding this Agreement, and each acknowledges and
            agrees that this Agreement shall not be deemed to have been drafted
            by one Party or another and will be construed accordingly.

      13.15 Counterparts. This Agreement may be executed in two or more
            counterparts, or facsimile versions, each of which shall be deemed
            to be an original, and all of which together shall be deemed to be
            one and the same agreement.

      13.16 Waiver. Except as specifically provided for herein, the waiver from
            time to time by either of the Parties of any of their rights or
            their failure to exercise any remedy shall not operate or be
            construed as a continuing waiver of same or of any other of such
            Party's rights or remedies provided in this Agreement.

      13.17 Bankruptcy. All rights and licenses granted under or pursuant to
            this Agreement by Centocor or 3DP are, and shall otherwise be deemed
            to be, for purposes of Section 365(n) of Title ll, U.S. Code (the
            "Bankruptcy Code"), licenses of right to "Intellectual Property" as
            defined under Section 101(35A) of the Bankruptcy Code. The Parties
            agree that the Parties as licensees of such rights under this
            Agreement, shall retain and may fully exercise all of their rights
            and elections they would have in the case of a licensor bankruptcy
            under the Bankruptcy Code. Each Party agrees during the term of this
            Agreement to create or maintain current copies, or if not amenable
            to copying, detailed descriptions or other appropriate embodiments,
            of all such intellectual property licensed to the other Party.

      13.18 Compliance with Laws. The Parties shall comply with all applicable
            laws, rules, regulations and orders of the United States and
            applicable European countries and


                                       49

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            supra-governmental organizations and all jurisdictions and any
            agency or court thereof in connection with this Agreement and the
            transactions contemplated thereby.

      13.19 Guaranty. J&J jointly and severally hereby guarantees the full,
            complete, and timely performance by Centocor of all the terms and
            conditions in this Agreement to be performed by Centocor during the
            term of this Agreement and thereafter as long as any obligation or
            duty remains undischarged by Centocor.

                                   ARTICLE 14

                                   HSR Filing

      14.1  HSR Filing. The Parties shall cooperate fully and comply with the
            HSR Act to file with the Federal Trade Commission ("FTC") and the
            Antitrust Division of the U.S. Department of Justice ("DOJ") any
            required notification and report form with respect to the
            transactions contemplated hereby. The Parties shall cooperate with
            one another to the extent necessary in the preparation of any HSR
            Filing required to be filed under the HSR Act. Each Party shall be
            responsible for its own costs, expenses, and filing fees associated
            with any filing under the HSR Act. In the event such a filing is
            required, any payments related to the license grant under Article 2
            made to 3DP shall be held in escrow until after the HSR Clearance
            Date.

      14.2  HSR-Related Definitions. As used in Section 14.1, the following
            terms have the following meanings:

            14.2.1 "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
                   Act of 1976, as amended (15 U.S.C. Sec. 18a), and the rules
                   and regulations promulgated thereunder.

            14.2.2 "HSR Clearance Date" means the earlier of (i) the date on
                   which the FTC shall notify Centocor and 3DP of early
                   termination of the applicable waiting period under the HSR
                   Act or (ii) the day after the date on which the applicable
                   waiting period under the HSR Act expires.

            14.2.3 "HSR Filing" means filings by 3DP and Centocor with the FTC
                   and the Antitrust Division of the DOJ of a Notification and
                   Report Form for Certain Mergers and Acquisitions (as that
                   term is defined in the HSR Act) with respect to the matters
                   set forth in this Agreement, together with all required
                   documentary attachments thereto.

      14.3  HSR Denial. The licenses granted pursuant to Article 2 shall not be
            effective until the HSR Clearance Date. In the event that either (a)
            the FTC and/or the DOJ shall seek a preliminary injunction under the
            HSR Act against Centocor and 3DP to enjoin the transactions
            contemplated by this Agreement or (b) the HSR Clearance Date (as
            defined in Section 14.2) shall not have occurred on or prior to


                                       50

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

            April 1, 2001, this Agreement shall terminate and all payments made
            to 3DP and held in escrow pursuant to Section 14.1 shall be returned
            to Centocor.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                       51

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the Execution Date, each copy of
which shall for all purposes be deemed to be an original.

                              3-DIMENSIONAL PHARMACEUTICALS, INC.


                              By:    /s/ F. Raymond Salemme
                                    ------------------------------------
                              Name: F. Raymond Salemme

                              Title: President & CEO

                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                       52

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                    CENTOCOR, INC.

                                    By:    /s/ Dominic J. Caruso
                                          ------------------------------------
                                    Name: Dominic J. Caruso

                                    Title: VP, Finance


                                    GUARANTOR FOR CENTOCOR

                                    JOHNSON & JOHNSON

                                    By:    /s/ David P. Holveck
                                          ------------------------------------

                                    Name: David P. Holveck

                                    Title: Company Group Chairman


                                       53

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

Exhibit 1.5       Centocor Patents
Exhibit 1.49      Research Plan
Exhibit 1.53      [**]
Exhibit 1.61      3DP Patents
Exhibit 5.5.1     Basic Terms of a Co-Promotion Agreement
Exhibit 6.11      Wire Transfer Instructions
Exhibit 7.5       Press Release
Exhibit 12.2      Arbitration Proceedings


                                       54

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                   Exhibit 1.5

                                Centocor Patents

                                      [**]


                                       55

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                  Exhibit 1.49

                                  Research Plan

                                      [**]


                                       56

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                  Exhibit 1.53

                                      [**]


                                       57

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                  Exhibit 1.61

                                   3DP Patents

                                      [**]


                                       58

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                  Exhibit 5.5.1

                     Basic Terms of a Co-Promotion Agreement

1.    If under the terms of the Agreement, there is a Co-Promotion Agreement,
      the terms of such Co-Promotion Agreement will include the following and
      such other reasonable commercial terms agreed to by the Parties.

2.    Co-Promotion duration will be as follows:

      (a)   In the case wherein 3DP has co-developed Licensed Product for DVT
            pursuant to Section 4.7.3(b) or (c), the term of the Co-Promotion
            shall be [**], renewable [**] in advance for individual periods of
            [**] upon mutual agreement of the parties.

      (b)   In the case wherein Centocor has funded [**] of the Development
            Costs pursuant to Section 4.7.3(a), the term of the Co-Promotion
            shall be [**], renewable [**] in advance for individual periods of
            [**], upon mutual agreement of the parties.

      (c)   In the event of termination of the Co-Promotion by Centocor in
            either (a) or (b), 3DP shall receive a [**] residual royalty in
            recognition of the value added by 3DP during the Co-Promotion
            period. Centocor shall pay 3DP the greater of (i) the [**] or (ii) a
            residual royalty based on [**] of [**] for the [**] period prior to
            the effective date of termination as follows: in the first year
            following termination: [**]%, in the second year following
            termination: [**]%; and in the third year following termination:
            [**]%.

3.    It is the intention of the Parties to start Co-Promotion at the time of
      the launch of the Licensed Product for DVT in the United States. In such
      case, 3DP shall inform Centocor of its decision to exercise the
      Co-Promotion option for the Licensed Product within 30 days of receiving
      results of pivotal Phase III Clinical Trials sufficient to file an NDA for
      a Licensed Product for DVT and any other information reasonably required
      by 3DP to make its decision to Co-Promote, for example chemistry,
      manufacturing and control (CMC) information.

4.    In the case where 3DP did not Co-Develop the Licensed Product for DVT in
      the United States (as defined in Section 4.7), there will be no Joint
      Steering Committee as defined in Section 4.8, but only a Sales and
      Marketing Committee to guide the Co-Promotion.

5.    The scope of the Co-Promotion for 3DP will include Detailing activities
      and other appropriate direct marketing activities as determined by the
      Sales and Marketing Committee. The Marketing Plan shall set forth the
      selling and marketing activities for each year of sale of the Licensed
      Product.


                                       59

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

6.    3DP will have the right to have appropriate representation on the Sales
      and Marketing Committee to provide input and advice. 3DP may provide input
      on the Marketing Plan and all aspects of the sales and marketing of the
      Product in the United States and Centocor shall consider in good faith
      3DP's input and discuss with 3DP. Centocor will have the final decision on
      all aspects of the Marketing Plans and sales and marketing activities
      relating to the Licensed Product in the United States; provided, however,
      Centocor shall allocate to 3DP's sales representatives a called on
      audience based upon the same standards used for Centocor's medical
      representatives. Any allocation will attempt to optimize the use of 3DP's
      field force taking into consideration, however, the reasonable promotional
      requirements of the Licensed Product. Moreover, Centocor shall not
      discriminate in favor of Centocor's sales representatives as compared to
      3DP's sales representatives.

7.    At least 60 days prior to the start of each calendar year, the Parties
      will agree on the precise number of Details which 3DP and Centocor will
      perform in a given year. The Details performed by 3DP will be limited to
      [**] who specialize [**] (other specialty doctors may be added by Centocor
      depending upon the approved label for the Licensed Product and will be
      identified in the Marketing Plan for DVT). In no event will 3DP become
      responsible for promotion to the following specialties: [**].

8.    3DP shall bear all costs associated with the Co-Promotion of Licensed
      Products by 3DP, including, but not limited to, hiring, training and
      deployment of a sales force, the establishment and maintenance of the
      necessary sales and marketing infrastructure and the cost of all
      promotional materials.

9.    The Parties agree that 3DP under its Co-Promotion obligation, may receive
      orders from Third Parties for the Licensed Product. 3DP shall transmit
      said orders to Centocor, and Centocor shall record all sales resulting
      from such orders.

10.   The JSC or Sales and Marketing Committee, as appropriate, shall meet from
      time to time, at mutually agreeable times and locations, to discuss and
      coordinate the Co-Promotion of Licensed Products in accordance with this
      Agreement and the strategies and programs that should be developed to
      optimally carry-out Details, including but not limited to, the assignment
      of Details and developing a Marketing Plan. Centocor will have the final
      responsibility, with the cooperation and assistance of 3DP, for
      establishing, detailing, marketing, pricing and promotion strategies with
      respect to the Licensed Products and budgets therefor. Any disagreements
      or disputes relating to Co-Promotion of Licensed Products which can not be
      resolved by the JSC or Sales and Marketing Committee will be escalated to
      the CEO of 3DP and the VP of Sales and Marketing at Centocor to attempt a
      mutually agreeable resolution after which Centocor will have final say or
      decision-making authority (the "Casting Vote") in any disagreement or
      dispute arising from such issues.

11.   3DP shall use all reasonable efforts consistent with its normal business
      practices and legal requirements to deploy a professional and trained
      sales force to Co-Promote the Licensed Product in the United States for
      DVT. 3DP agrees that its sales force employed in Co-Promoting Licensed
      Products shall be comprised of individuals at least [**] of whom


                                       60

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      have at least [**] prior pharmaceutical sales experience, and such sales
      force shall meet standards of competence and professionalism as is common
      in the pharmaceutical industry. In all events, the Co-Promotion and
      Detailing shall be conducted in accordance with the then current Marketing
      Plan in accordance with Section 5.5. Centocor shall provide to 3DP sales
      personnel at 3DP's expense such Licensed Product-specific training and
      promotional materials (including samples) as are reasonably necessary to
      effectively promote the particular Licensed Product consistent with the
      Marketing Plan.

12.   Each Party shall submit to the other Party, within thirty (30) days after
      the end of each calendar quarter for the term of the Co-Promotion
      Agreement, a reasonably detailed description of each Party's promotional,
      Detailing and marketing efforts pursuant to such Co-Promotion Agreement.
      Any Detailing information shall be based on each companies' then current
      call reporting system. Each such certification shall contain a full
      disclosure of any material changes to such system from that previously
      disclosed to the other Party and of any non-compliance by the disclosing
      Party with its promotional and Detailing obligations under such
      Co-Promotion Agreement.

13.   Each Party shall have the right to annually review and audit the other
      Party's call reporting records during regular business hours to confirm
      satisfaction of the obligations set out in the Marketing Plan where for
      any two consecutive calendar quarters there is a substantial difference
      between such other Party's call reporting records and the records of the
      IMS auditing service or other pharmaceutical industry call reporting
      service utilized by the Parties hereunder. For this purpose, each Party
      shall, at the other Party's expense and request, subscribe to the IMS
      auditing service or other pharmaceutical industry recognized auditing
      service. Further, each Party shall provide the other Party such Party's
      call reporting records on a quarterly basis. If, after such review, the
      Parties are unable to agree as to the results of the audit, the auditing
      Party may demand a verification of any certification by audit of the other
      Party's call reporting system to be conducted by a mutually agreed upon
      auditor. In any event, the audit for a given year will occur at a mutually
      agreed upon time during or after the year, and it must begin no later than
      120 days after the close of the year.

14.   In the event that, after the later of the date on which 3DP is required to
      have a [**] available for [**], or [**] after the [**], and for reasons
      within 3DP's reasonable control: the Co-Promotion efforts made by 3DP are
      determined using 3DP's own records, or records which are the result of an
      audit pursuant to Paragraph 13, to have been less than [**] percent
      ([**]%) of those that 3DP was obligated to make for any [**], and 3DP
      fails to bring its level of efforts up to such percentage of efforts (as
      evidenced by 3DP's own records or records which are the result of an audit
      by Centocor) for the [**] following Centocor's notice to 3DP of such
      failure, then Centocor may immediately terminate 3DP's right to Co-Promote
      such Licensed Product for breach of the Co-Promotion Agreement. It is
      understood that for purposes of determining 3DP's performance under this
      Paragraph 14 only, if Centocor does not supply all of the efforts that
      Centocor committed to supply for the same year of sale 3DP underperformed
      in its Details, then the level of efforts that 3DP was obligated to make
      for such year of sale shall be deemed to have been reduced
      proportionately.


                                       61

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

15.   Except as expressly otherwise provided in this Agreement, Centocor shall
      have the sole right and responsibility, and shall bear all costs related
      thereto, to take such actions with respect to the Licensed Product as
      would normally be taken in accordance with accepted business practices and
      legal requirements to manufacture or arrange for the manufacture of the
      Licensed Product, obtain and maintain the authorization and/or ability to
      market and commercialize the Licensed Product in the United States
      including, without limitation, the following:

      (a)   Any activity relating to the manufacture of the Licensed Product,
            including, without limitation, determination of the content of
            labeling and the style, design and type of packaging;

      (b)   Responding to medical complaints and inquiries relating to the
            Licensed Product;

      (c)   Handling all returns of the Licensed Products; and

      (d)   Communicating and dealing with any governmental agencies and
            satisfying their requirements regarding the authorization and/or
            continued authorization to market the Licensed Product in commercial
            quantities; provided, however, that 3DP shall be able to communicate
            with such agencies regarding the Licensed Product if, (i) in the
            reasonable opinion of 3DP's counsel, such communication is necessary
            to comply with the requirements of any applicable law, order or
            governmental regulation, and (ii) 3DP, if practical, made a request
            of such agency to communicate with Centocor instead, and such agency
            refused such request; but in any such event, unless in the
            reasonable opinion of 3DP's counsel there is a legal prohibition
            against doing so, Centocor shall be immediately notified of such
            agency's request and or 3DP's intention to make such communication
            and Centocor shall be permitted to accompany 3DP to any meeting with
            such agency, take part in any such communications and receive copies
            of all such communications.

16.   If 3DP is carrying out Details, 3DP agrees, for the [**] from the [**] of
      the [**], to Detail Licensed Product in a first (P1) position. Thereafter,
      the Parties shall mutually agree on the detail position for the Licensed
      Product. Centocor's Casting Vote exercised in accordance with Paragraph 10
      of this Exhibit, shall not apply to conflicts arising after the [**]
      period and related to the detail position of the Licensed Product.

17.   3DP's sales force incentive compensation plan shall, consistent with such
      comparable incentive plans in the industry, provide incentives based on
      detail positions. Centocor's sales force incentive plan shall be
      consistent with such incentive plans used by other Centocor sales forces
      for comparable products to Licensed Product.

18.   The Co-Promotion Agreement will provide an adverse event reporting policy
      consistent with Centocor's adverse event reporting policy and in
      compliance with the applicable FDA laws and regulations.


                                       62

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

19.   Compensation to the Parties of Operating Profits and allocation of
      Marketing Expenses directly related to Co-Promotion of Licensed Product
      for DVT will be as follows:

      (a)   In the case wherein 3DP has funded [**] of the [**] and where
            Centocor does [**], the Parties will split the Operating Profits as
            follows: [**]% to 3DP; [**]% to Centocor.

      (b)   In the case wherein 3DP has funded [**] of the [**] and at the [**],
            Centocor decides to [**], Centocor agrees to reimburse 3DP [**]% of
            its share of prior Development Costs, such share to be equivalent to
            the share of [**] to be [**] based on the Parties [**] agreed to by
            the Parties prior to launch. For example, if Centocor is to
            undertake [**] percent ([**]%) of the marketing effort, it shall pay
            3DP [**] percent ([**]%) of 3DP's total Development Costs plus a
            [**] percent ([**]%) premium.

      (c)   in the case wherein Centocor has funded [**] of the [**], and 3DP
            decides to [**], 3DP agrees to reimburse Centocor [**]% of its share
            of [**], such share to be equivalent to the share of [**] to be [**]
            based on the Parties [**] agreed to by the Parties prior to launch.
            For example, if 3DP is to undertake [**] percent ([**]%) of the
            marketing effort, it shall pay Centocor [**] percent ([**]%) of
            Centocor's total Development Costs plus a [**] percent ([**]%)
            premium.

      (d)   In the case wherein 3DP and Centocor have [**] in funding the
            Development Costs, the compensation to the Parties for Co-Promoting
            Licensed Product for DVT will be as follows. There will be a [**] of
            [**], as recited in (e).

      (e)   In addition, and in the cases described above in subparagraphs, (b),
            (c) and (d), the compensation to the Parties for Co-Promoting
            Licensed Product for DVT will be as follows. There will be a [**] of
            [**], with the ratio being equivalent to the ratio of the [**]
            agreed to by the Parties prior to launch. The Parties will strive to
            set these ratios at the earliest possible time during Development
            and in no event later than launch of the Licensed Product in the
            United States. On an annual basis, the Parties will reconsider, and
            adjust, if necessary, these ratios.

      (f)   Notwithstanding anything herein to the contrary, in no event shall
            the split of Operating Profits be greater than [**]% to 3DP; [**]%
            to Centocor or [**]% to Centocor; [**]% to 3DP.

      "Operating Profits" means the profits or losses relating to the
      Commercialization of Licensed Product for DVT in the United States which
      shall be equal to: (i) Co-Promotion Net Sales minus (ii) Allowable
      Expenses.

      "Co-Promotion Net Sales" are defined as the sales resulting from the total
      presciptions for DVT written by orthopedic surgeons and other specialties
      identified for Detailing in the Marketing Plan. In order to identify such
      prescription sales, the Parties may use,


                                       63

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      among other things, the IMS EXPONENT(R) database to obtain this
      information or another similar database if either the IMS database no
      longer exists or another database is deemed more accurate for identifying
      the Indication for which a prescription is written. If applicable, the
      Parties shall apply the appropriate gross-up factor, recommended by IMS,
      or such other database provider, to adjust the IMS reported data for any
      under-reporting of actual sales invoiced by Centocor.

      By way of example, in the case of the tablet form, Co-Promotion Net Sales
      will be calculated by taking annual Net Sales of the Licensed Product in
      the United States, and dividing that number by the total number of tablets
      shipped in that period. This calculation would derive the "Average Net
      Selling Price" per tablet. Total prescriptions for DVT written by the
      audience Detailed by the Parties in accordance with the Marketing Plan and
      the average number of tablets per prescription would be determined as
      reported by, for example, IMS EXPONENT(R). The total number of
      prescriptions for DVT would be multiplied by the average number of tablets
      per prescription for DVT and that result will then be multiplied by the
      Average Net Selling Price per tablet to determine the Co-Promotion Net
      Sales. To the extent that there is more than one dosage form or strength,
      this calculation would be conducted on a per dosage form or strength
      basis.

      The Parties recognize that Co-Promotion Net Sales as defined above fail to
      account for hospital sales made for DVT in the United States. Therefore,
      only in the case of Co-Promotion and in addition to the royalty recited in
      Section 6.6, there shall be an additional royalty paid on hospital sales
      according to the following mechanism. On a quarterly basis beginning on
      the date of First Commercial Sale of Licensed Product for DVT in the
      United States, using data from DDD, IMS or such other appropriate audit
      source, a percentage of hospital sales of Licensed Product in the United
      States to total sales of Licensed Product in the United States as reported
      in such DDD, IMS or such other appropriate audit source data will be
      determined ("Percentage"). If this Percentage is [**]% or less, then the
      Percentage will be multiplied by the Net Sales derived in the United
      States used to calculate royalties pursuant to Section 6.6 to arrive at
      "Hospital Net Sales". Centocor shall pay to 3DP a royalty of [**]% on such
      Hospital Net Sales in addition to the royalty due to 3DP on Net Sales
      under Section 6.6. If, however, the Percentage is more than [**]% or in
      the event the way in which DVT prescriptions written by [**] are filled,
      changes from the current practice of being filled at retail pharmacies to
      being filled by hospital pharmacies, then the Parties shall in good faith
      negotiate a mechanism to identify the Net Sales in the United States from
      DVT derived from hospitals and such Net Sales will then be included in
      Co-Promotion Net Sales. Moreover, if there becomes available an industry
      accepted standard for determining sales for DVT in hospitals, such as a
      validated IMS database, the Parties will consider using such database to
      identify DVT hospital sales. In any such case where a mechanism is used to
      identify Net Sales in the United States from DVT derived from hospitals,
      the additional royalty compensation mechanism will be discontinued and
      such DVT hospital sales will be added to the definition of Co-Promotion
      Net Sales.


                                       64

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

      "Allowable Expenses" means those expenses incurred in preparation for and
      after commercial launch of Licensed Product for DVT in the United States
      and directly related thereto and shall consist of Manufacturing Costs,
      Allowable Operating Expenses and working capital allowance.

      "Allowable Operating Expenses" means pre-marketing expenses, Marketing
      Expenses, distribution expenses, post-launch product R&D expenses, and
      reasonably allocated administrative expenses.

      "Marketing Expenses" mean the costs incurred after the First Commercial
      Sale of the Licensed Product for DVT in the United States and are
      specifically attributable to the sale (including, without limitation, the
      sales force), promotion, advertising and marketing of such Licensed
      Product for DVT in the United States. Marketing Expenses shall include
      selling expenses, marketing management, marketing consumer research,
      advertising, trade promotion, symposium, consumer promotion and education.
      Marketing Expenses shall, however, exclude such expenses related to
      Detailing of physicians other than [**] and other specialties, if any,
      identified in the Marketing Plan.

      An example of a Profit and Loss Statement illustrating how Operating
      Profits will be calculated is attached hereto as Appendix A. Adjustments
      to Operating Profits will be made on a calendar quarterly basis within 60
      days of the end such calendar quarter. At such time, any equalization
      payments shall be made by one Party to the other to reconcile the Parties
      to their appropriate share of Operating Profits.

20.   With respect to pre-Marketing Expenses that were expended by the Parties
      in, and directly related to, the preparation for launch of the License
      Product for DVT, the Parties shall share those expenses according to the
      same ratio as set according to paragraph (e) hereof using a P&L as
      described above in Section 19.


                                       65

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                   APPENDIX A

                                      [**]


                                       66

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                  Exhibit 6.11

                           Wire Transfer Instructions

                                      [**]


                                       67

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                   Exhibit 7.5

                                  Press Release

FOR IMMEDIATE RELEASE

Media Contact                           Business Contact
Jerry Parrott                           Scott Horvitz
Jerry Parrott & Associates              Vice President, Finance & Administration
703-757-0950 or JParrottNY@aol.com      3-Dimensional Pharmaceuticals, Inc.
Pager:  800-204-4337                    610-458-6043 or horvitz@3dp.com

                   3DP ANNOUNCES AGREEMENT WITH CENTOCOR, INC.
 Centocor Acquires Worldwide Rights to Orally Active Direct Thrombin Inhibitors

Exton, PA -- January 2, 2001 -- 3-Dimensional Pharmaceuticals, Inc. (Nasdaq:
DDDP) today announced that it has reached an agreement with Centocor, Inc., a
wholly owned subsidiary of Johnson & Johnson, under which Centocor has acquired
worldwide rights to 3DP's orally active direct thrombin inhibitor program,
including the lead anticoagulant compound, 3DP-4815, currently in Phase I
clinical development.

Under terms of the agreement, 3DP receives an upfront cash payment of $6 million
from Centocor, and further payments of up to $44 million based on the
achievement of certain milestones for the first compound developed and approved
for marketing for any indication. 3DP will receive additional milestone payments
from Centocor for subsequent indications approved for the first product, and/or
if a second product is developed and approved under the agreement. In addition,
3DP will receive royalties on sales of any products marketed under the
agreement. The agreement is subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.

Thrombin is an enzyme that converts fibrinogen to fibrin, causing blood
clotting. Excessive blood clotting, or thrombosis, is a significant factor in
cardiovascular and related diseases. It is estimated that more than 5 million
people in the United States are treated each year for thrombotic conditions
associated with heart attack, stroke, unstable angina, pulmonary embolism,
bypass surgery, angioplasty, atrial fibrillation and venous thrombosis
associated with surgical procedures

Centocor will be responsible for development and worldwide commercialization of
all compounds under the agreement. For the deep vein thrombosis indication,
however, 3DP retains an option to co-develop and co-promote with Centocor in the
United States. Centocor and 3DP will also collaborate on a research program to
continue 3DP's effort to design and elucidate back-up and follow-on compounds to
3DP-4815.


                                       68

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

"3DP's compounds represent a new chemical class of orally active direct thrombin
inhibitors which appear to offer promise in a number of important disease areas.
3DP-4815 has performed very well in Phase I by demonstrating good
pharmacokinetic, safety and tolerability characteristics, as well as suggesting
preliminary signs of efficacy," said David C. U'Prichard, Ph.D., 3DP Chief
Executive Officer. "We discovered 3DP-4815, and several follow-on thrombin
inhibitors, using a close integration of structure-based drug design and our
proprietary DirectedDiversity(R) combinatorial chemistry technology. We look
forward to working with Centocor to further develop these compounds."

Centocor, Inc. is a leading biopharmaceutical company that creates, acquires and
markets cost-effective therapies that yield long-term benefits for patients and
the healthcare community. Its products, developed primarily through monoclonal
antibody technology, help physicians deliver innovative treatments to improve
human health and restore patients' quality of life. Centocor is a wholly owned
subsidiary of Johnson & Johnson, the worldwide manufacturer of healthcare
products.

3-Dimensional Pharmaceuticals, Inc. (http://www.3dp.com) is a post-genomics drug
discovery company dedicated to revolutionizing small-molecule discovery. 3DP has
developed and integrated a set of proprietary technologies called
DiscoverWorks(TM), which accelerates and improves the drug discovery process and
capitalizes on opportunities arising from human genome sequencing. 3DP
technologies can be applied to virtually any disease target, and can produce
compounds suitable for drug development in a more timely and cost-effective
manner and with a higher probability of success than conventional methods. 3DP
is using its technologies both to assist collaborators in discovering drug
candidates, and to discover and develop its own drug candidates.

Statements in this press release that are not strictly historical are
"forward-looking" statements which involve a high degree of risk and
uncertainty. Such statements are only predictions, and the actual events or
results may differ materially from those projected in such forward-looking
statements. Factors that could cause or contribute to differences include, but
are not limited to, risks associated with clinical trials and product
development, the long and arduous process of obtaining regulatory approvals,
protection and enforcement of relevant patents and proprietary rights, and
development and availability of competitive products or technologies. Certain of
these factors and others are more fully described in the Company's Registration
Statement on Form S-1, as filed with the Securities and Exchange Commission.

                                      # # #


                                       69

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

                                  Exhibit 12.2

                             Arbitration Proceedings

      1.1 (a) Any dispute, controversy or claim arising out of or related to
this Agreement, or the interpretation, application, breach, termination or
validity thereof, including any claim of inducement by fraud or otherwise, which
claim would, but for this provision, be submitted to arbitration shall, before
submission to arbitration, first be mediated through non-binding mediation in
accordance with the Model Procedures for the Mediation of Business Disputes
promulgated by the CPR Institute for Dispute Resolution, or successor ("CPR")
then in effect, except where those rules conflict with these provisions, in
which case these provisions control. The mediation shall be conducted in
Wilmington, Delaware and shall be attended by a senior executive with authority
to resolve the dispute from each of the operating companies that are Parties.

      (b) The mediator shall be neutral, independent, disinterested and shall be
selected from a professional mediation firm such as ADR Associates or
JAMS/ENDISPUTE or CPR.

      (c) The parties shall promptly confer in an effort to select a mediator by
agreement. In the absence of such an agreement within 10 days of initiation of
the mediation, the mediator shall be selected by CPR as follows: CPR shall
provide the parties with a list of at least 15 names. Each party shall exercise
challenges for cause, two peremptory challenges, and rank the remaining
candidates within 5 working days of receiving the CPR list. The parties may
together interview the three top-ranked candidates for no more than one hour
each and, after the interviews, may each exercise one peremptory challenge. The
mediator shall be the remaining candidate with the highest aggregate ranking.

      (d) The mediator shall confer with the parties to design procedures to
conclude the mediation within no more than 45 days after initiation. Under no
circumstances may the commencement of arbitration under Section 1.2 hereof be
delayed more than 45 days by the mediation process specified herein absent
contrary agreement of the parties.

      (e) Each party agrees not to use the period or pendency of the mediation
to disadvantage the other party procedurally or otherwise. No statements made by
either side during the mediation may be used by the other or referred to during
any subsequent proceedings.

      (f) Each party has the right to pursue provisional relief from any court,
such as attachment, preliminary injunction, replevin, etc., to avoid irreparable
harm, maintain the status quo, or preserve the subject matter of the
arbitration, even though mediation has not been commenced or completed.

      1.2 (a) Following the mediation procedures set forth in Section 1.1, any
dispute, claim or controversy arising from or related in any way to this
Agreement or the interpretation, application, breach, termination or validity
thereof, including any claim of inducement of this Agreement by fraud or
otherwise, will be submitted for resolution to arbitration pursuant to the


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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

rules then pertaining of CPR, except where those rules conflict with these
provisions, in which case these provisions control. The arbitration will be held
in Wilmington, Delaware.

      (b) The panel shall consist of three arbitrators chosen from the CPR
Panels of Distinguished Neutrals (or, by agreement, from another provider of
arbitrators) each of whom is a lawyer with at least 15 years experience with a
law firm or corporate law department of over 25 lawyers or was a judge of a
court of general jurisdiction. In the event the aggregate damages sought by the
claimant are stated to be less than $[**], and the aggregate damages sought by
the counterclaimant are stated to be less than $[**], and neither side seeks
equitable relief, then a single arbitrator shall be chosen, having the same
qualifications and experience specified above. Each arbitrator shall be neutral,
independent, disinterested, impartial and shall abide by The Code of Ethics for
Arbitrators in Commercial Disputes approved by the AAA. There shall be no ex
parte communications with an arbitrator either before or during the arbitration,
relating to the dispute or the issues involved in the dispute or the
arbitrator's views on any such issues.

      (c) The parties agree to cooperate (1) to attempt to select the
arbitrator(s) by agreement within 45 days of initiation of the arbitration,
including jointly interviewing the final candidates, (2) to meet with the
arbitrator(s) within 45 days of selection and (3) to agree at that meeting or
before upon procedures for discovery and as to the conduct of the hearing which
will result in the hearing being concluded within no more than 9 months after
selection of the arbitrator(s) and in the award being rendered within 60 days of
the conclusion of the hearings, or of any post-hearing briefing, which briefing
will be completed by both sides within 45 days after the conclusion of the
hearings.

      (d) In the event the parties cannot agree upon selection of the
arbitrator(s), CPR will select arbitrator(s) as follows: CPR shall provide the
parties with a list of no less than 25 proposed arbitrators (15 if a single
arbitrator is to be selected) having the credentials referenced above. Within 25
days of receiving such list, the parties shall rank at least 65% of the proposed
arbitrators on the initial CPR list, after exercising cause challenges. The
parties may then interview the five candidates (three if a single arbitrator is
to be selected) with the highest combined rankings for no more than one hour
each and, following the interviews, may exercise one peremptory challenge each.
The panel will consist of the remaining three candidates (or one, if one
arbitrator is to be selected) with the highest combined rankings.

In the event these procedures fail to result in selection of the required number
of arbitrators, CPR shall select the appropriate number of arbitrators from
among the members of the various CPR Panels of Distinguished Neutrals, allowing
each side challenges for cause and three peremptory challenges each.

      (e) In the event the parties cannot agree upon procedures for discovery
and conduct of the hearing meeting the schedule set forth in Section 1.2(c)
above, then the arbitrator(s) shall set dates for the hearing, any post-hearing
briefing, and the issuance of the award in accord with the Section 1.2(c)
schedule. The arbitrator(s) shall provide for discovery according to those time
limits, giving recognition to the understanding of the parties that they
contemplate reasonable discovery, including document demands and depositions,
but that such discovery be limited so that the Section 1.2(c) schedule may be
met without difficulty. In no event will the arbitrator(s),


                                       71

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confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

absent agreement of the parties, allow more than a total of ten days for the
hearing or permit either side to obtain more than a total of 40 hours of
deposition testimony from all witnesses, including both fact and expert
witnesses, or serve more than 20 individual requests for documents, including
subparts, or 20 individual requests for admission or interrogatories, including
subparts. Multiple hearing days will be scheduled consecutively to the greatest
extent possible.

      (f) The arbitrator(s) must render their award by application of the
substantive law of the State of Delaware and are not free to apply "amiable
compositeur" or "natural justice and equity." The arbitrator(s) shall render a
written opinion setting forth findings of fact and conclusions of law with the
reasons therefor stated. A transcript of the evidence adduced at the hearing
shall be made and shall, upon request, be made available to either party. The
arbitrator(s) shall have power to exclude evidence on grounds of hearsay,
prejudice beyond its probative value, redundancy, or irrelevance and no award
shall be overturned by reason of such ruling on evidence. To the extent
possible, the arbitration hearings and award will be maintained in confidence.

      (g) The United States District Court for the District in which the
arbitration is held may enter judgment upon any award. In the event the panel's
award exceeds $[**] in monetary damages or includes or consists of equitable
relief, or rejects a claim in excess of that amount or for that relief, then the
court shall vacate, modify or correct any award (including remanding to the
arbitrators for further proceedings) where the arbitrators' findings of fact are
clearly erroneous, and/or where the arbitrators' conclusions of law are
erroneous; in other words, the court will undertake the same review as if it
were a federal appellate court reviewing a district court's findings of fact and
conclusions of law rendered after a bench trial. An award for less than $[**] in
damages and not including equitable relief, or which neither rejects a claim in
excess of that amount or for that relief, may be vacated, modified or corrected
only pursuant to the Federal Arbitration Act. The parties consent to the
jurisdiction of the above-specified Court for the enforcement of these
provisions, the review specified herein, and the entry of judgment on any award.
In the event such Court lacks jurisdiction, then any court having jurisdiction
of this matter may enter judgment upon any award and provide the same relief,
and undertake the same review, as specified herein.

      (h) In the event the expanded judicial review provided for under Section
1.2(g) above is not available from the court as a matter of law, the party
unable to obtain such review may instead obtain review of the arbitrators' award
or decision by a single appellate arbitrator (the "Appeal Arbitrator") selected
from the CPR list of distinguished neutrals and pursuant to selection procedures
specified in Section 1.2(d) above. If CPR cannot provide such services, the
parties will together select another provider of arbitration services that can.
No Appeal Arbitrator shall be selected unless he or she can commit to rendering
a decision within forty-five days following oral argument as provided in this
paragraph. Any such review must be initiated within thirty (30) days following
the date the court declines the expanded review specified in Section 1.2(g)
above. In the event timely review is sought, the Appeal Arbitrator will make the
same review of the arbitration panel's ruling and its bases that the U.S. Court
of Appeals of the Circuit where the arbitration hearings are held would make of
findings of fact and conclusions of law rendered by a district court after a
bench trial and then modify, vacate or affirm the


                                       72

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
<PAGE>

arbitration panel's award or decision accordingly, or remand to the panel for
further proceedings. The Appeal Arbitrator will consider only the arbitration
panel's findings of fact and conclusions of law, pertinent portions of the
hearing transcript and evidentiary record as submitted by the parties, opening
and reply briefs of the party pursuing the review, and the answering brief of
the opposing party, plus a total of no more than four (4) hours of oral argument
evenly divided between the parties. The party seeking review must submit its
opening brief and any reply brief within seventy-five (75) and one hundred
thirty (130) days, respectively, following the date the court declines the
expanded review specified in Section 1.2(g); whereas, the opposing party must
submit its responsive brief within one hundred ten (110) days of that date. Oral
argument shall take place within five (5) months after the court declines the
expanded review specified in Section 1.2(g), and the Appeal Arbitrator shall
render a decision within forty-five (45) days following oral argument. That
decision will be final and not subject to further review, except pursuant to the
Federal Arbitration Act.

      (i) Each party has the right before or, if the arbitrator(s) cannot hear
the matter within an acceptable period, during the arbitration to seek and
obtain from the appropriate court provisional remedies such as attachment,
preliminary injunction, replevin, etc. to avoid irreparable harm, maintain the
status quo, or preserve the subject matter of the arbitration.

      (j) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY.

      (k) EACH PARTY HERETO WAIVES ANY CLAIM TO PUNITIVE, EXEMPLARY OR
MULTIPLIED DAMAGES FROM THE OTHER.

      (l) EACH PARTY HERETO WAIVES ANY CLAIM OF CONSEQUENTIAL DAMAGES FROM THE
OTHER.

      (m) EACH PARTY HERETO WAIVES ANY CLAIM FOR ATTORNEYS' FEES AND COSTS AND
PREJUDGMENT INTEREST FROM THE OTHER.


                                       73

**Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.


</TEXT>
</DOCUMENT>
