BY AND BETWEEN:

On behalf of UNIVERSITE PARIS V, RENE DESCARTES, Department of Pharmaceutical and Biological Sciences (FACULTE DES SCIENCES PHARMACEUTIQUES ET BIOLOGIQUES),12 Rue de l'Ecole de Medecine, 75270, Paris CEDEX 06, France, represented by its President, Mr. Pierre Daumard, duly authorized for the purposes hereof,

Hereinafter referred to as the "University"

AND:

DRUGABUSE SCIENCES SAS, a French simplified corporation (SOCIETE PAR ACTIONS SIMPLIFIEE), having its principal office at 2 Rue de Crucy, 44000, Nantes, France, and represented by Mrs. Maryvonne Hiance in her capacity as Chief Executive Officer, duly authorized for the purposes hereof,

Hereinafter referred to as "DAS SAS"

AND:

DRUGABUSE SCIENCES INC., a corporation organized under the laws of California, having its principal office at Menlo Park, California, USA, and represented by Dr. Philippe Pouletty in his capacity as Chairman of the Board of Directors, duly authorized for the purposes hereof,

Hereinafter referred to as"DAS Inc."

RECITALS

WHEREAS, The DAS Group develops anti-cocaine antibodies, known as [****], for the treatment of addicts.

DAS SAS develops these antibodies at its premises located within the Department of Pharmaceutical and Biological Sciences of Universite de Paris V, Rene Descartes, with which DAS SAS has signed an agreement covering occupation of the premises and delivery of services. DAS has also recently signed, on June 8, 1999, production and licensing agreements with Pasteur Merieux Serums & Vaccins, a subsidiary of Rhone Poulenc.

DAS is developing the COC-AB product worldwide through the various companies within the DAS Group.

Patent applications have been filed for the antibodies in Europe and the United States in DAS Inc.'s name.

DAS SAS is a subsidiary of DAS Inc.

NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:

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