Consulting Agreement with Dr. Arthur Sytkowski

On June 7, 2005, the Registrant entered into a Consulting Agreement (the "Agreement") with Dr. Arthur Sytkowski, the Director of the Beth Israel Deaconess Medical Center, a Massachusetts nonprofit corporation ("Beth Israel") to consult on the development of a new, more potent and longer acting form of the anemia drug Erythropoietin ("EPO").

EPO is a glycoprotein naturally made by the body to stimulate red blood cell production; the currently marketed forms are manufactured using recombinant DNA technology and are used to treat anemia or low blood cell count. As reported on April 8, 2005, Beth Israel has granted the Registrant an exclusive license to United States and foreign patents related to certain forms of EPO (the "Beth Israel license"). The Registrant has the right to develop, use, market and sell products derived from the licensed patents.

Under the Consulting Agreement, Dr. Sytkowski has agreed to perform certain consulting services, including advising on medical, regulatory and patent issues, training personnel and providing assistance with EPO research and development. In exchange for the services, the Registrant will pay Dr. Sytkowski $10,000 a month for six months, five annual incentive payments of $25,000 each and certain milestone payments linked to the Registrant's progress under the Beth Israel license in developing marketable products from the licensed EPO technology. The total of all payments to Dr. Sytkowski under the Agreement, assuming all milestones are reached, is $310,000. The milestone payments will be reduced - dollar for dollar - to the extent Dr. Sytkowski receives payments from Beth Israel relating to the same milestone events under the Beth Israel license.