BIOCHEM PHARMA INC, F-3/A, 1998-05-06

BIOCHEM PHARMA INC
F-3/A, 1998-05-06
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1998
REGISTRATION NO. 333-45871/333-48521
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3 TO
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------
CLINICHEM DEVELOPMENT INC.
DEVELOPPEMENT CLINICHEM INC.
(Exact name of registrant as specified in its charter)
------------

CANADA
(State or other jurisdiction of incorporation or organization)
2834
(Primary Standard Industrial Classification Code Number)
NOT APPLICABLE
(I.R.S. Employer Identification Number)

275 ARMAND-FRAPPIER BLVD., LAVAL, QUEBEC, CANADA H7V 4A7 TELEPHONE: (514)
978-7800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------
CT CORPORATION SYSTEM
1633 BROADWAY, NEW YORK, NY 10015 TELEPHONE: (212) 664-1666
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------

AMENDMENT NO. 1
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------
BIOCHEM PHARMA INC.
(Exact name of registrant as specified in its charter)
------------

CANADA
(State or other jurisdiction of incorporation or organization)
2834
(Primary Standard Industrial Classification Code Number)
NOT APPLICABLE
(I.R.S. Employer Identification Number)

275 ARMAND-FRAPPIER BLVD.,LAVAL, QUEBEC, CANADA H7V 4A7 TELEPHONE: (514)
978-7800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------
CT CORPORATION SYSTEM
1633 BROADWAY, NEW YORK, NY 10015 TELEPHONE: (212) 664-1666
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------

Copies to:
<TABLE>
<S> <C>
LANCE C. BALK, ESQ.
KIRKLAND & ELLIS
153 EAST 53RD STREET, NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800

<CAPTION>
<S> <C>
LANCE C. BALK, ESQ. CHARLES-A. TESSIER
KIRKLAND & ELLIS BIOCHEM PHARMA INC.
153 EAST 53RD STREET, NEW YORK, NEW YORK 10022-4675 275 ARMAND-FRAPPIER BLVD., LAVAL, QUEBEC, CANADA H7V 4A7
TELEPHONE: (212) 446-4800 TELEPHONE: (514) 978-7800
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X] *
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C>
======================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT PROPOSED MAXIMUM AGGREGATE
TO BE REGISTERED TO BE REGISTERED(1) OFFERING PRICE(2)
- ------------------------------------------------------
Class A Common Shares................................. 2,800,000 shares() US$105,000,000.00
- ------------------------------------------------------
BioChem Common Shares, without par value(4)........... 1,984,915 shares(5)
======================================================

<CAPTION>
<S> <C>
======================================================
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AMOUNT
TO BE REGISTERED OF REGISTRATION FEE(3)
- ------------------------------------------------------
Class A Common Shares................................. US$30,975.00
- ------------------------------------------------------
BioChem Common Shares, without par value(4)...........
======================================================
</TABLE>

(1) Based on an estimate of the maximum number of shares issuable in connection
with the distribution described herein.

(2) Estimated solely for the purpose of calculating the registration statement
fee pursuant to Rule 457(f)(2) under the Securities Act of 1933 based on the
adjusted book value of the Class A Common Shares of the Registrant after
giving effect to the distribution described herein. No consideration will be
paid by the recipients of the securities. The exchange rate of US$0.7000 used
to calculate the adjusted book value of the Class A Common Shares of the
Registrant was based on the noon buying rate on February 6, 1998 in New York
City for cable transfers in Canadian dollars for one United States dollar as
certified for customs purposes by the Federal Reserve Bank of New York.
(3) Previously Paid.
(4) The Class A Common Shares may be converted into such shares upon exercise of
the Purchase Option (as defined) with respect to the Class A Common Shares.
Pursuant to Rule 457(i) under the Securities Act of 1933, as amended, no
separate fee is required with respect to these BioChem Common Shares.
(5) Estimated number of shares issuable in payment of the exercise price of the
Purchase Option based upon a price of US$25.19 per BioChem Common Share, the
average of the high and low prices per BioChem Common Share as reported on
the Nasdaq National Market on May 4, 1998. An additional indeterminable
number of shares are also being registered to cover any adjustments required
by (i) fluctuations in the price per BioChem Common Share and the
corresponding number of Biochem Common Shares required to be issued in
payment of the exercise price of the Purchase Option and (ii) stock splits or
similar events.

The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

* With respect to the Form F-3.
================================================================================
<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

SUBJECT TO COMPLETION, DATED , 1998
PROSPECTUS

CLINICHEM DEVELOPMENT INC.

2,706,475 CLASS A COMMON SHARES

BIOCHEM PHARMA INC.

1,984,915 COMMON SHARES

------------------------

The callable Class A Common Shares (the "CliniChem Common Shares") of
CliniChem Development Inc. ("CliniChem") will be distributed (the
"Distribution") by BioChem Pharma Inc. ("BioChem") to the holders of record (the
"Holders") of BioChem Common Shares (the "BioChem Common Shares") at the close
of business on , 1998 (the "Record Date"). Each Holder will receive
one CliniChem Common Share for every 40 BioChem Common Shares held on the Record
Date. The Distribution will result in all of the then outstanding CliniChem
Common Shares being distributed to the Holders. Assuming that 108,258,990
BioChem Common Shares (the number of BioChem Common Shares outstanding on
January 31, 1998) are outstanding on the Record Date, approximately 2,706,475
CliniChem Common Shares are expected to be issued in the Distribution to
Holders. After the Distribution, BioChem will hold 1,000 Class B Common Shares
(the "Class B Shares") of CliniChem, representing all of the authorized shares
of such class. Prior to the Distribution, BioChem will contribute $150 million
in cash to CliniChem as a capital contribution. As the holder of the majority of
the outstanding Class B Shares following the Distribution, BioChem will have the
option to acquire all (but not less than all) of the outstanding CliniChem
Common Shares under specified conditions. The BioChem Common Shares offered
pursuant to this Prospectus are being registered under the Securities Act in the
event that BioChem chooses to pay the Purchase Option Exercice Price in BioChem
Common Shares or a combination of cash and Biochem Common Shares. BioChem has
also granted certain technology licenses and agreed to make specified payments
on sales of certain products.

The Distribution is expected to be taxable to the Holders. A portion of the
CliniChem Common Shares otherwise deliverable to certain Holders who are not
residents of Canada will be withheld and sold on such Holders' behalf in order
to pay any Canadian withholding tax for which such Holders are liable. Such
sales of CliniChem Common Shares will be effected following the Distribution
pursuant to Regulation S under the Securities Act in one or more offshore
transactions, including open-market transactions on a Canadian stock exchange,
which are not subject to the registration requirements of the Securities Act and
applicable state securities laws. See "The Distribution" and "Income Tax
Considerations."

The Distribution is expected to take place on or about , 1998,
subject to certain conditions specified in the Distribution Agreement between
BioChem and CliniChem dated as of , 1998. General Trust of Canada is
acting as distribution agent and will be responsible for distributing share
certificates to CliniChem shareholders. Neither BioChem nor CliniChem will
receive any proceeds in connection with the Distribution. See "The
Distribution."

There has been no previous public market for the CliniChem Common Shares.
Application has been made for the CliniChem Common Shares to be quoted on the
Nasdaq National Market (the "Nasdaq") under the symbol "CCHE". The Montreal
Exchange and The Toronto Stock Exchange have conditionally agreed to list the
CliniChem Common Shares, subject to compliance with the requirements of these
exchanges on or before June 15, 1998.

BioChem will have the option to acquire all (but not less than all) of the
outstanding CliniChem Common Shares at a price determined in accordance with a
formula (the "Purchase Option Exercise Price") specified in the articles of
incorporation of CliniChem (the "Articles") at any time from and after the
Distribution and ending on the earlier of (i) March 31, 2003 or (ii) the 90th
day after the date on which CliniChem provides BioChem with quarterly financial
statements of CliniChem showing cash and cash equivalents of less than $5.0
million (unless extended by BioChem but in no event beyond March 31, 2003). The
Purchase Option Exercise Price may be paid by BioChem in cash, BioChem Common
Shares or any combination of cash and BioChem Common Shares at BioChem's
discretion. See "The Agreements and the Purchase Option--Purchase Option."

Shareholders of BioChem with inquiries regarding the Distribution should
contact BioChem Pharma Inc., 275 Armand-Frappier Blvd., Laval, Quebec, Canada
H7V 4A7, Attn: Investor Relations; Telephone: (514) 978-7771.
------------------------

THE CLINICHEM COMMON SHARES DISTRIBUTED HEREUNDER INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 19.
------------------------

NO APPROVAL OF THE DISTRIBUTION BY SHAREHOLDERS OF BIOCHEM IS REQUIRED OR
SOUGHT. NO PROXY IS REQUESTED AND NO ACTION IS REQUIRED WITH RESPECT TO THE
DISTRIBUTION.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------

ALL REFERENCES IN THIS PROSPECTUS TO "$" AND "DOLLARS" ARE TO CANADIAN DOLLARS,
UNLESS OTHERWISE STATED.
------------------------

The date of this Prospectus is , 1998.
<PAGE> 3

AVAILABLE INFORMATION

As a result of the Distribution, CliniChem will be subject to the
information and reporting requirements of the United States Securities Exchange
Act of 1934, as amended (the "Exchange Act"), applicable to foreign private
issuers, and, in accordance therewith, will be required to file reports and
other information with the Securities and Exchange Commission ("SEC"). Holders
of CliniChem Common Shares will receive annual reports containing financial
information including the report of independent chartered accountants as to the
financial statements of CliniChem. Such financial statements will be prepared in
accordance with generally accepted accounting principles in Canada and will be
reconciled to generally accepted accounting principles in the United States in a
note thereto.

BioChem is subject to the information and reporting requirements of the
Exchange Act applicable to foreign private issuers and in accordance therewith
files reports and other information with the SEC.

BioChem and CliniChem have filed with the SEC a Registration Statement
(including all amendments thereto, the "Registration Statement") under the
United States Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities offered by this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits thereto. Reference is made to the Registration Statement and to the
exhibits thereto for further information with respect to BioChem and CliniChem
and the Distribution. Statements contained in this Prospectus as to the contents
of any contract or any other document referred to are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference to such exhibit. The
Registration Statement relates to the securities being offered in the United
States and to the securities being offered outside the United States insofar as
they may be resold from time to time in the United States. The Registration
Statement, including exhibits and schedules thereto, may be inspected without
charge at the Public Reference Room of the SEC, 450 Fifth Street, Washington,
D.C. 20549 and at the SEC's regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of all or any part thereof may be obtained from
the SEC at its principal offices in Washington, D.C. after payment of fees
prescribed by the SEC. The Registration Statement and the exhibits thereto are
available on the SEC's Internet website (http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the SEC by BioChem pursuant
to the Exchange Act are incorporated herein by this reference:

(i) BioChem's Annual Information Form on Form 20-F for the fiscal year
ended December 31, 1996.

(ii) BioChem's Reports on Form 6-K filed with the SEC on June 9, 1997,
August 19, 1997, February 17, 1998 and April 2, 1998.

In addition, all filings on Form 20-F filed by BioChem pursuant to the
Exchange Act, and, to the extent so designated therein, any reports on Form 6-K
of BioChem, after the initial filing of the Registration Statement of which this
Prospectus forms a part, after the date of this Prospectus and prior to the
Distribution shall be deemed incorporated by reference in this Prospectus and to
be a part hereof from the date any such document is filed. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded. All information
appearing in this Prospectus is qualified in its entirety by the information and
consolidated financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding sentence.

Copies of documents incorporated by reference with respect to BioChem that
are not presented herein or delivered herewith (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents or herein) are available without charge to any person to whom
this Prospectus

2
<PAGE> 4

is delivered upon written or oral request to BioChem's principal executive
office: BioChem Pharma Inc., 275 Armand-Frappier Blvd., Laval, Quebec, Canada
H7V 4A7, Attn: Investor Relations.

ENFORCEABILITY OF CIVIL LIABILITIES
UNDER UNITED STATES FEDERAL SECURITIES LAWS

BioChem and CliniChem are Canadian corporations. Most of BioChem's and all
of CliniChem's directors, officers and controlling persons, as well as certain
of the experts named herein, reside outside the United States, and all or a
substantial portion of the assets of such persons and of BioChem and CliniChem
are located outside the United States. Consequently, it may be difficult or
impossible for investors to effect service of process within the United States
upon BioChem, CliniChem or such persons, or to realize against them upon
judgments of courts of the United States predicated upon civil liabilities under
the federal securities laws of the United States. There is doubt as to the
enforceability in Canada against BioChem, CliniChem or any of their directors
and officers or experts named herein who are not residents of the United States
in original actions or in actions for enforcement of judgments rendered by
United States courts, of civil liabilities predicated solely on United States
federal securities laws. In addition, investors should not assume that courts of
Canada (i) would enforce judgments of United States courts obtained in actions
against BioChem or CliniChem in the United States or such persons predicated
upon the civil liability provisions of the United States federal securities laws
or the securities or blue sky laws of any state within the United States or (ii)
would enforce, in original actions, liabilities against BioChem, CliniChem or
such persons predicated upon the United States federal securities laws or any
such state securities or blue sky laws.

BioChem and CliniChem have irrevocably appointed CT Corporation System as
its agent to receive service of process solely in actions against it arising out
of or in connection with the United States federal securities laws or out of
violations of such laws in any federal court or state court in New York, New
York, relating to the transactions covered by this Prospectus.

TRADEMARKS

All company and product names referred to in this document are the property
of their respective owners.

BioChem's discovery to treat Human Immunodeficiency Virus ("HIV"),
including Acquired Immunodeficiency Syndrome ("AIDS"), sold in certain countries
under the brand name 3TC and in others under the brand name Epivir, has the
generic name lamivudine. Lamivudine is also being developed to treat chronic
hepatitis B infection. To avoid confusion herein, 3TC will be used to describe
the product for HIV or AIDS and lamivudine will be used to describe the product
in development for chronic hepatitis B infection. 3TC and Epivir are trademarks
of Glaxo Wellcome plc which, with its subsidiaries, is the worldwide licensee of
3TC and lamivudine, subject to special arrangements for Canada, where a Glaxo
Wellcome -- BioChem partnership is commercializing 3TC and will commercialize
lamivudine.

EXCHANGE RATE DATA

As of February 6, 1998, the date of the balance sheet of CliniChem, and ,
1998, the most recent practicable date prior to the date of this Prospectus, the
exchange rates based on the noon buying rate in New York City for cable
transfers in Canadian dollars for one United States dollar as certified for
customs purposes by the Federal Reserve Bank of New York, were respectively
US$0.7000 and .

ALL REFERENCES IN THIS PROSPECTUS TO "$" AND "DOLLARS" ARE TO CANADIAN DOLLARS,
UNLESS OTHERWISE STATED.

3
<PAGE> 5

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS OR THE REGISTRATION STATEMENT
OF WHICH THIS PROSPECTUS IS A PART.

CERTAIN CAPITALIZED TERMS USED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN
THIS PROSPECTUS, INCLUDING IN THE GLOSSARY.

Some of the statements made in this Prospectus and the accompanying letter
to shareholders are forward-looking in nature, including but not limited to,
CliniChem's and BioChem's research and development activities and plans,
particularly with respect to anticipated CliniChem Programs and CliniChem
Products, plans concerning the potential commercialization of the CliniChem
Products, and other statements that are not historical facts. The occurrence of
the events described and the achievement of the intended results are subject to
the future occurrence of many events, some or all of which are not predictable
or within CliniChem's control; therefore, actual results may differ materially
from those anticipated in any forward-looking statements. Many risks and
uncertainties are inherent in the biotechnology and pharmaceutical industry;
others are more specific to CliniChem's business. These risks include the risks
associated with product research and development, including clinical
development, attempts to obtain regulatory clearance to market products and
medical acceptance of products, changes in the health care marketplace, patent
and intellectual property matters, regulatory and manufacturing issues, the
ability to commercialize products effectively, and risks associated with
competition from other companies. Many of the risks are described in "Risk
Factors" beginning on page 19 and/or in documents filed by BioChem under the
Exchange Act or applicable Canadian securities legislation. CliniChem will not
update the information contained in this Prospectus except in the normal course
of its public disclosure practices.

Distributing Company....... BioChem Pharma Inc., a Canadian corporation, is a
leading bio-pharmaceutical company engaged in the
research, development and marketing of therapeutic
products and the research, development,
manufacturing and marketing of vaccine and
diagnostic products for a wide range of infectious
and other diseases.

BioChem conducts its business through BioChem
Therapeutic Inc., BioChem Vaccines Inc., BioChem
ImmunoSystems Inc. and BioChem's foreign
subsidiaries. BioChem's most significant
therapeutic product is a novel nucleoside analog,
marketed under the brand name 3TC, developed with
Glaxo Wellcome plc and its subsidiaries
(hereinafter collectively "Glaxo Wellcome") for the
treatment of patients with HIV infection, including
AIDS. The nucleoside analog is marketed under the
brand names 3TC or Epivir. Lamivudine, a different
dosage regimen of 3TC, is also being developed with
Glaxo Wellcome as a treatment for chronic hepatitis
B infection, including in the pre-and post-liver
transplant setting to prevent graft re-infection by
human hepatitis B virus. BioChem has also
developed, and is manufacturing and marketing, a
line of vaccines including whole virus and split
virus influenza vaccines, a combined diphtheria
tetanus vaccine and a vaccine to prevent
tuberculosis. BioChem has also developed and is
manufacturing an immuno-therapeutic product used in
the treatment of certain superficial bladder
cancers. BioChem's diagnostics operations engage in
the research, development, manufacturing and
marketing of a wide range of diagnostic products
and automated laboratory analyzers for the
detection of a variety of infectious diseases, and
for use in immunology, endocrinology and
hematology.

References herein to "BioChem" include BioChem
Pharma Inc. and its subsidiaries.
4
<PAGE> 6

Distributed Company........ CliniChem Development Inc., a Canadian corporation,
is a company recently formed by BioChem to conduct
research and development of potential human
therapeutic and vaccine products primarily for
treatment of cancer and HIV infection and the
prevention of certain infectious diseases.
CliniChem's therapeutic program includes a novel
nucleoside analog to treat various forms of cancer,
a novel nucleoside analog to treat HIV infection
and small molecules to treat solid cancer tumors by
inhibiting angiogenesis. CliniChem's vaccine
program includes vaccines against Neisseria
meningitidis, Streptococcus pneumoniae, Neisseria
gonorrhoeae, Haemophilus influenzae, Streptococcus
Group B and Chlamydia pneumoniae, all bacteria
responsible for infectious diseases. Upon
development and regulatory approval of any such
products, CliniChem expects that the products will
be marketed under distinct brand names. CliniChem
has not yet conducted any business and has no
employees. Its three officers are full-time
employees of BioChem. CliniChem does not intend to
perform any research and development itself, but
rather will contract with BioChem to perform all
such activities pursuant to the terms of the
Research and Development Agreement.

The Distribution........... Each Holder will receive one CliniChem Common Share
for every 40 BioChem Common Shares held on the
Record Date. A total of approximately 2,706,475
CliniChem Common Shares are expected to be
distributed, assuming 108,258,990 BioChem Common
Shares (the number of BioChem Common Shares
outstanding on January 31, 1998) are outstanding on
the Record Date. No Holder will be required to pay
any cash or other consideration for the CliniChem
Common Shares received in the Distribution
(exclusive of applicable Canadian withholding
taxes), nor will any action be required to be taken
by any Holder in order to receive CliniChem Common
Shares. The Distribution is expected to be taxable
to the Holders. See "Income Tax Considerations."
Neither BioChem nor CliniChem will receive any
proceeds in connection with the Distribution. See
"The Distribution." As of January 31, 1998, there
were 97 holders of record of BioChem Common Shares
who were United States residents, representing
approximately 60% of the outstanding BioChem Common
Shares.

CliniChem Common Shares.... All of the Class A Common Shares of CliniChem will
be subject to the Purchase Option whereby the
holder of the majority of the outstanding Class B
Shares can require holders of the CliniChem Common
Shares to sell their CliniChem Common Shares to the
holder of the majority of the outstanding Class B
Shares at the Purchase Option Exercise Price. The
decision to exercise the Purchase Option by the
holder of the majority of the outstanding Class B
Shares will depend on the circumstances prevailing
at the time consideration is given to its exercise
and will be based on a number of factors which are
currently unknown, including the extent to which
CliniChem is successful in pursuing the CliniChem
Programs and whether or not the CliniChem Programs
will fit such holder's business strategies at that
time. The Class B Shares are freely transferable.
Any subsequent holder of a majority of the
outstanding Class B Shares may not possess the
financial resources necessary to exercise the
Purchase Option and may be unable or unwilling to
register securities issued by it upon exercise of
the Purchase Option in exchange for the CliniChem
Common Shares. See "The Agreements and the

5
<PAGE> 7

Purchase Option--Purchase Option" and "Description
of CliniChem's Share Capital."

Record Date; Distribution
Date....................... The Record Date for the Distribution will be the
close of business on , 1998.
Distribution of the CliniChem Common Shares is
expected to take place on or about ,
1998 (the "Distribution Date"), subject to certain
conditions specified in the Distribution Agreement.

Contribution by BioChem.... Prior to the Distribution, BioChem will contribute
$150 million in cash to CliniChem as a capital
contribution, thereby reducing the amount of
BioChem's cash and temporary investments by that
amount. As the holder of the majority of the
outstanding Class B Shares following the
Distribution, BioChem will have the option to
acquire all (but not less than all) of the
outstanding CliniChem Common Shares under specified
conditions. See "Business of CliniChem--General."
BioChem has also granted certain technology
licenses and agreed to make specified payments on
sales of certain products by BioChem should BioChem
exercise the Product Option. See "The Agreements
and the Purchase Option."

The CliniChem Programs..... It is anticipated that CliniChem will initially
conduct its therapeutic development program (the
"Therapeutic Program") and its vaccine development
program (the "Vaccine Program"), the technology for
which will be licensed to CliniChem by BioChem
pursuant to the Technology License Agreement,
subject to certain third-party rights and the
receipt of certain third-party consents and subject
further to the terms and conditions of the Research
and Development Agreement and the Product Option.
See "The Agreements and the Purchase Option". In
addition, BioChem has the right, with the consent
of the Board of Directors of CliniChem, to expand
the scope of the Therapeutic Program and the
Vaccine Program and select additional development
programs as substitutes for, or in addition to, the
Therapeutic Program and the Vaccine Program (any
such development programs, together with the
Therapeutic Program and the Vaccine Program, being
the "CliniChem Programs"). The CliniChem Programs,
which are described more fully in the section
entitled "The Business of CliniChem--The CliniChem
Programs", are the development of:

- BCH-4556, a novel nucleoside analog to treat
cancer;

- BCH-10652, a novel nucleoside analog to treat
HIV infection;

- small molecules to treat solid cancer tumors by
inhibiting angiogenesis through the antagonism
of the a(n)b(3) receptor;

- a recombinant protein vaccine to protect against
infection by Neisseria meningitidis;

- a recombinant protein vaccine to protect against
infection by Streptococcus pneumoniae;

- a recombinant protein vaccine to protect against
infection by Neisseria gonorrhoeae;

- a recombinant protein vaccine to protect against
infection by Haemophilus influenzae non
typeable;

- a recombinant protein vaccine to protect against
infection by Streptococcus Group B; and
6
<PAGE> 8

- a recombinant protein vaccine to protect against
infection by Chlamydia pneumoniae.

The therapeutic and vaccine products developed
according to the terms of the Research and
Development Agreement and pursuant to the CliniChem
Programs are herein referred to as the "CliniChem
Products". Unless BioChem and CliniChem agree
otherwise and subject to pre-existing third-party
rights and receipt of certain third-party consents,
all of the CliniChem Products will be licensed to
CliniChem pursuant to the Technology License
Agreement. Such license will be limited for each
CliniChem Product to a particular Field of Use. See
"The Agreements and the Purchase Option--Technology
License Agreement."

The Research and Development Agreement provides
that CliniChem will fund Research and Development
Costs from January 1, 1998. Based on CliniChem's
current development schedule, CliniChem does not
expect that most of the CliniChem Products will
reach commercial marketability prior to expenditure
of the Available Funds. See "The Agreements and the
Purchase Option--Research and Development
Agreement".

Under the BioChem/CliniChem Agreements:

(i) BioChem will grant CliniChem an exclusive,
worldwide, royalty free license to all BioChem
Technology used in the CliniChem Programs,
except for technology licensed to BioChem under
certain excluded agreements, in return for
which CliniChem will pay BioChem the Technology
Fee;

(ii) CliniChem will contract with BioChem for
BioChem to perform the research and
development associated with the CliniChem
Programs and CliniChem shall pay all
associated Research and Development Costs;

(iii) any intellectual property arising from
BioChem's activities under the Research and
Development Agreement will belong to BioChem
but will be included in the license of
BioChem Technology to CliniChem;

(iv) BioChem will have an option to terminate the
licenses granted to CliniChem on a
product-by-product and country-by-country
basis in return for ongoing royalty payments
to CliniChem;

(v) BioChem will have the right to buy out the
ongoing royalty payment stream for a one time
cash payment; and

(vi) BioChem will provide certain administrative
services for CliniChem in return for cash
payments.

At the time of the capital contribution, BioChem
will record an investment in CliniChem of $150
million. Under Canadian Generally Accepted
Accounting Principles ("GAAP"), BioChem will charge
the carrying value of the distribution to retained
earnings on the date of the declaration of the
Distribution. Under U.S. GAAP, BioChem will charge
the fair market value of the distribution to
retained earnings and will expense the excess of
the carrying value of its investment in CliniChem
Common Shares over the fair market value of these
shares. The fair market value of the CliniChem
Common Shares will be determined by

7
<PAGE> 9

BioChem based on their closing price on relevant
stock exchanges on the Distribution Date. This
difference between the Canadian and U.S. GAAP
treatment of the Distribution will be disclosed in
a reconciling note to BioChem's financial
statements. BioChem will recognize as revenue the
payments from CliniChem under the Research and
Development Agreement and Research and Development
Costs incurred by BioChem to perform its
obligations under the Research and Development
Agreement will be expensed as research and
development expenses under Canadian and U.S. GAAP.

If BioChem exercises its Purchase Option, the
purchase price will be allocated between
capitalized intangibles (for the value of completed
products) and in-process research and development
(for the value of research and development
programs). Under Canadian GAAP, the value
attributed to in-process research and development
will be amortized over the period to be benefitted.
Under U.S. GAAP, it will be immediately written off
as an expense.

CliniChem is not expected to generate net income
for the forseeable future and perhaps not at all.

CliniChem Board of
Directors.................. All the current directors of CliniChem are also
officers, directors or employees of BioChem.
Subsequent to the Distribution, two of the current
directors will resign as directors of CliniChem and
will be replaced by independent directors. As the
holder of the majority of the outstanding Class B
Shares, BioChem has the right to elect one
director. See "Business of CliniChem--Executive
Officers and Directors" and "Description of
CliniChem's Share Capital."

No Fractional Shares....... No fractional CliniChem Common Shares will be
distributed. Fractional CliniChem Common Shares
will be rounded up to a whole share by CliniChem's
transfer agent and distribution agent for the
Distribution, General Trust of Canada (the
"Distribution Agent").

Reasons for the
Distribution............... BioChem believes that the research and development
work it has undertaken, directly and through
collaborators, in the therapeutic and vaccine areas
has yielded results which justify further research
and development. However, a substantial amount of
additional research and development effort is
required to further develop the CliniChem Products
to their potential commercialization. Such
opportunities involve significantly different
risk/reward profiles as compared to BioChem's
established therapeutic, vaccine and diagnostic
businesses. BioChem believes that the arrangements
with CliniChem will significantly benefit BioChem
shareholders by:

- separating the risks associated with conducting
the CliniChem Programs from those associated
with BioChem's established therapeutic, vaccine
and diagnostic businesses;

- allowing individual shareholders of BioChem to
increase or decrease their level of
participation in the business of conducting the
CliniChem Programs by varying their level of
investment in CliniChem;

Option, thereby making it possible for BioChem
to capture a potentially greater return on the
products developed with CliniChem than would
otherwise be possible from products developed
for commercialization in conjunction with other
third parties; and

- allowing BioChem's near-term financial results
to continue to reflect principally its
established therapeutic, vaccine and diagnostic
businesses through CliniChem's payment to
BioChem for the Research and Development Costs.

The foregoing potential benefits to Holders of the
arrangements with CliniChem may, however, be offset
by certain costs and detriments, including but not
limited to the following: BioChem's loss of control
over research and development activities to be
conducted by or on behalf of CliniChem, which
instead will be overseen by CliniChem's Board of
Directors; the administrative costs to BioChem
relating to the establishment of CliniChem,
including accounting and legal fees and costs; the
potential cost of the exercise of any of BioChem's
options and potential royalties to CliniChem; and
the potential loss of income tax benefits to
BioChem which may have been derived from deductions
by BioChem rather than by CliniChem of research and
development expenses attributable to the CliniChem
Programs.

Technology License
Agreement................ Pursuant to the Technology License Agreement,
BioChem has granted to CliniChem an exclusive
perpetual license to use BioChem Technology solely
to conduct the CliniChem Programs and related
activities, and to manufacture and to commercialize
the CliniChem Products worldwide. This license is
subject to pre-existing third-party rights, receipt
of certain third-party consents, the terms and
conditions of the Research and Development
Agreement and the Product Option. The license for
each CliniChem Product shall be limited to a
designated Field of Use. See "The Agreements and
the Purchase Option--Technology License Agreement"
and "--Third-Party Consents and Rights."

In consideration for the license to use BioChem
Technology to conduct the CliniChem Programs,
CliniChem will pay a fee (the "Technology Fee") to
BioChem. The Technology Fee will be payable monthly
over a period of four years and will be $500,000
for each of the 12 months following the
Distribution, $408,333 per month for the following
12 months, $300,000 per month for the following 12
months and $200,000 per month for the following 12
months; provided that the Technology Fee will no
longer be payable at such time as the number of
CliniChem Products being researched or developed by
or on behalf of CliniChem, plus the number of
CliniChem Products having been acquired by BioChem
pursuant to the exercise of the Product Option, is
less than two.

("GMP") regulations) or if any such manufacturer's
activities are likely to have a material adverse
effect on BioChem's overall competitive position in
the pharmaceutical industry. In the event that
BioChem exercises its right to reject a
manufacturer, BioChem will be obligated to
manufacture or obtain manufacturing for any such
CliniChem Product for CliniChem at prevailing
market rates, but not less than BioChem's cost of
manufacture plus 15% of such cost.

Pursuant to the Technology License Agreement,
CliniChem shall not have the right to grant a
sublicense with respect to the BioChem Technology
to anyone other than BioChem until such time as the
Product Option with respect to any CliniChem
Product in one or more countries expires
unexercised. From and after the expiration of such
Product Option in any such country, CliniChem may
sublicense BioChem Technology to one or more third
parties solely to the extent necessary to complete
the development of, or to make or have made and use
such Clinichem Product, or to sell or have sold
such CliniChem Product in such country. BioChem
shall have the right to approve any proposed
sublicensee or any manufacturer on behalf of a
sublicensee but such approval may only be withheld
if any such sublicensee or manufacturer has
insufficient manufacturing capability (including
lack of compliance with GMP regulations) or if any
such sublicensee's or manufacturer's activities are
likely to have a material adverse effect on
BioChem's overall competitive position in the
pharmaceutical industry.

Research and Development
Agreement................ CliniChem and BioChem have entered into the
Research and Development Agreement pursuant to
which BioChem will conduct the CliniChem Programs.

Until the exercise or the expiration of the
Purchase Option, CliniChem is required to utilize
the Available Funds only in accordance with the
Research and Development Agreement, the Technology
License Agreement and the Services Agreement.
CliniChem is expected to utilize substantially all
of the Available Funds to make payments to BioChem
for its Research and Development Costs. Research
and Development Costs will be charged in a manner
consistent with industry practices, and payments
for all reasonable, fully-burdened costs plus 5% of
such costs will be recognized by BioChem as
contract research and development revenue.

The Research and Development Agreement provides
that CliniChem will fund Research and Development
Costs from the date of the declaration of the
Distribution. It is anticipated that CliniChem will
spend the Available Funds under the Research and
Development Agreement over a period of
approximately four to five years. Based on
CliniChem's current development schedule, CliniChem
does not expect that most of the CliniChem Products
will reach commercial marketability prior to
expenditure of the Available Funds. Currently,
other than the Available Funds, CliniChem has no
other source for the funding that may be needed to
complete the development and commercialization of
the CliniChem Products. CliniChem's use of the
Available Funds is subject to the terms of the
BioChem/CliniChem Agreements. All technology
developed or otherwise obtained pursuant to the
Research and Development Agreement ("Developed
Technology") will be owned

10
<PAGE> 12

by BioChem and licensed to CliniChem pursuant to
the terms of the Technology License Agreement.

The Research and Development Agreement will
terminate upon the exercise or expiration of the
Purchase Option, which will expire on the earlier
of March 31, 2003 or 90 days after CliniChem
provides BioChem with notification that there are
less than $5.0 million of Available Funds (unless
extended by BioChem but in no event beyond March
31, 2003). However, BioChem's obligation to make
payments to CliniChem with respect to Acquired
Products will continue if the Purchase Option
expires unexercised. See "The Agreements and the
Purchase Option--Research and Development
Agreement."

Product Option............. CliniChem has granted BioChem an option to acquire
all rights to each CliniChem Product (the "Product
Option"). Upon exercise of the Product Option,
BioChem will make Product Payments to CliniChem
with respect to each CliniChem Product as to which
the Product Option is exercised (an "Acquired
Product"). The Product Option for each CliniChem
Product is exercisable on a country-by-country
basis at any time until (i) with respect to the
United States, 30 days after clearance by the
United States Food and Drug Administration (the
"FDA") to commercially market such CliniChem
Product in the United States and (ii) with respect
to any other country, 30 days after the clearance
by the appropriate regulatory agency to
commercially market the CliniChem Product in such
country. The Product Option will expire, to the
extent not previously exercised, 30 days after the
expiration of the Purchase Option. If and to the
extent the Product Option is exercised as to any
Acquired Product, CliniChem's license to such
Acquired Product in the country or countries as to
which the Product Option is exercised shall
terminate and BioChem shall be subject to the
obligation to make Product Payments.

Product Payments........... BioChem will make Product Payments to CliniChem
with respect to each Acquired Product. Such
payments will be a percentage of Net Sales and
Licensing Revenues. Such payments will range from 1
to 6% of Net Sales and from 10 to 25% of Licensing
Revenues and will be calculated as follows:

(a) royalties of up to a maximum of 6% of Net Sales
of the Acquired Product determined as follows:
(i) 1% of such Net Sales, plus (ii) an
additional 0.1% of such Net Sales for each full
$1 million of Research and Development Costs of
the Acquired Product paid by CliniChem at the
time BioChem exercised the Product Option with
respect to such Acquired Product; plus

(b) licensing fees of up to a maximum of 25% of
Licensing Revenues with respect to such
Acquired Product determined as follows: (i) 10%
of such Licensing Revenues, plus (ii) an
additional 1% of such Licensing Revenues for
each full $1 million of Research and
Development Costs of the Acquired Product paid
by CliniChem at the time BioChem exercised the
Product Option with respect to such Acquired
Product.

Because the marketing expenses associated with
newly introduced products during the first few
years after launch are generally significantly
higher than those for established products, the
Product Option provides that the Product Payments
described above will be capped at 3% of Net
11
<PAGE> 13

Sales plus 12.5% of Licensing Revenues, on a
quarterly basis, for the first twelve calendar
quarters during which the Acquired Product is
commercially sold in the first Major Market
Country. Subject to BioChem's Product Payment
Buy-Out Option described below, Product Payments
will be payable, with respect to all countries for
which the Product Option has been exercised, until
10 years after the first commercial sale of the
Acquired Product in the first Major Market Country
in which such product is commercially sold. To the
extent BioChem does not exercise the Product Option
with respect to any CliniChem Product, CliniChem
will retain the rights to research and develop
(subject to the terms of the Technology License
Agreement and the Research and Development
Agreement) and commercialize such CliniChem
Product. Until the exercise or the expiration of
the Purchase Option, all Product Payments paid to
CliniChem as described above will become part of
the Available Funds and may be used to pay BioChem
for its Research and Development Costs.

Product Payment Buy-Out
Options.................. BioChem has the option to buy out CliniChem's right
to receive Product Payments for any Acquired
Product on a country-by-country or global basis. A
country-by-country buy-out option may be exercised
for any Acquired Product in any country at any time
after the end of the twelfth calendar quarter
following the date on which the Acquired Product
was first commercially sold in such country. The
buy-out price for an Acquired Product will be 15
times the total amount of Product Payments for such
Acquired Product made by or due from BioChem to
CliniChem with respect to such Acquired Products in
such country for the four calendar quarters
immediately preceding the quarter in which the
buy-out option is exercised. The global buy-out
option may be exercised for any Acquired Product,
for all countries for which BioChem has exercised
the Product Option, at any time after the end of
the twelfth calendar quarter following the date on
which the Acquired Product was first commercially
sold in either the United States or two other Major
Market Countries. The buy-out price for a global
buy-out shall be calculated as if any previous
country-by-country buy-outs had not been made by
adding payments which would have been made had the
country specific buy-out not occurred to the
Product Payments used to calculate the buy-out
price, and subtracting from the buy-out price the
amounts paid by BioChem to exercise the
country-by-country buy-outs. The buy-out price in
the case of a global buy-out will be (i) 20 times
(a) the Product Payments made by or due from
BioChem to CliniChem with respect to the Acquired
Product, plus (b) such Product Payments as would
have been made by or due from BioChem to CliniChem
if BioChem had not exercised any country-specific
buy-out option with respect to such Acquired
Product, in each case for the four calendar
quarters immediately preceding the quarter in which
the global buy-out option is exercised, less (ii)
any amount previously paid to exercise any
country-specific buy-out option with respect to
such Acquired Product. In either case, the buy-out
price will be computed as if Product Payments were
not limited to 3% of Net Sales or 12.5% of
Licensing Revenues (as applicable) during early
marketing as described above.

Purchase Option............ BioChem, as the holder of the majority of the
outstanding Class B Shares after the Distribution,
has the right, provided for in CliniChem's
12
<PAGE> 14

Articles, to acquire all (but not less than all) of
the outstanding CliniChem Common Shares (the
"Purchase Option"). The Purchase Option will be
exercisable by written notice given at any time
from and after the Distribution Date and ending on
the earlier of (i) March 31, 2003 or (ii) the
90(th) day after the date CliniChem provides
BioChem (as the holder of the majority of the
outstanding Class B Shares) with quarterly
financial statements of CliniChem showing cash or
cash equivalents of less than $5.0 million,
although BioChem may, at its election, extend such
period by providing additional funding, including
through loans, for the continued conduct of any or
all of the CliniChem Programs (but in no event
beyond March 31, 2003). If the Purchase Option is
exercised, the Purchase Option Exercise Price will
be the greatest of:

(a) (i) 25 times the aggregate of (a) all worldwide
payments made by and all worldwide payments due
to be made by BioChem to CliniChem with respect
to all Acquired Products for the four calendar
quarters immediately preceding the quarter in
which the Purchase Option is exercised (the
"Base Period") and (b) all payments that would
have been made and all payments due to be made
by BioChem to CliniChem during the Base Period
if BioChem had not previously exercised its
Product Payment Buy-Out Option with respect to
any CliniChem Product; less (ii) any amounts
previously paid to exercise any Product Payment
Buy-Out Option for any CliniChem Product;

(b) the fair market value of 420,000 BioChem Common
Shares;

(c) $175 million plus any additional funds
contributed to CliniChem by BioChem, less the
aggregate amount of all Technology Fee
payments, Research and Development Costs and
Services Agreement payments paid or incurred by
CliniChem as of the date the Purchase Option is
exercised; and

(d) $50 million.

In each case, the amount payable as the Purchase
Option Exercise Price will be reduced (but not to
less than $1.00) to the extent, if any, that
CliniChem's liabilities at the time of exercise
(other than liabilities under the Research and
Development Agreement, the Services Agreement and
the Technology License Agreement and any debt owed
to BioChem) exceed CliniChem's cash and cash
equivalents, and short-term and long-term
investments (excluding the amount of Available
Funds remaining at such time). BioChem may pay the
Purchase Option Exercise Price in cash, in BioChem
Common Shares or in any combination of cash and
BioChem Common Shares. The per share Purchase Price
of CliniChem Common Shares will be affected if
CliniChem issues additional CliniChem Common Shares
after the Distribution.

Under the Articles and the by-laws of CliniChem
(the "By-laws"), CliniChem is prohibited from
taking or permitting any action inconsistent with,
or which would in any way alter, BioChem's rights
under the Purchase Option. In addition, until the
expiration of the Purchase Option, CliniChem may
not, without the consent of BioChem as the sole
holder of the majority of the outstanding Class B
Shares, amalgamate or liquidate, amend its Articles
to alter the Purchase Option, CliniChem's
authorized capitalization, or certain provisions of
its Articles governing
13
<PAGE> 15

the right of the holders of the majority of the
outstanding Class B Shares to elect one director.

To the extent Rule 13e-3 ("Rule 13e-3") under the
Exchange Act is applicable at the time of any
exercise of the Purchase Option, BioChem and
CliniChem will comply with their respective
obligations under Rule 13e-3, subject to any
available exemptions from such obligations.

Income Tax
Considerations............. The Distribution will be a taxable dividend to
Holders who are resident in Canada. The normal
rules concerning the taxation of dividends paid by
a taxable Canadian corporation to its shareholders
will be applicable. A Holder who is not resident in
Canada and receives CliniChem Common Shares as a
dividend-in-kind will be subject to Canadian
withholding tax. A portion of the CliniChem Common
Shares otherwise deliverable to a non-resident
Holder will be sold on behalf of the non-resident
in order to pay any Canadian withholding tax for
which such non-resident is otherwise liable. In the
case of a U.S. Holder (as defined below), pursuant
to the Canada-United States Income Tax Convention,
the rate of withholding is generally 15%. In the
case of U.S. Holders who hold their BioChem Common
Shares through DTC, DTC will debit the
broker-dealer's account for the amount of cash
equal to 15% of the fair market value of the
dividended shares and remit such amount to Revenue
Canada. The broker-dealer will then debit the
account of such Holder for a like amount. However,
in the case of U.S. Holders who are registered
holders (as opposed to beneficial owners who hold
their shares through a depositary) ("Registered
U.S. Holders"), BioChem needs to withhold 15% of
the fair market value of the shares distributed to
such Holders and remit the proceeds from the sale
of such shares to Revenue Canada. Less than 1% of
BioChem's Common Shares held by non-resident
Holders are held by Registered U.S. Holders.

Accordingly, BioChem (or its transfer agent) will
be making such sales on behalf of Registered U.S.
Holders from whom shares have been withheld. Such
sales of CliniChem Common Shares will be effected
following the Distribution pursuant to Regulation S
under the Securities Act in one or more offshore
transactions, including open-market transactions on
a Canadian stock exchange, which are not subject to
the registration requirements of the Securities Act
and applicable state securities laws. BioChem
expects that such shares will be sold in market
transactions on either the Montreal Exchange or The
Toronto Stock Exchange in an orderly fashion during
the first few weeks following commencement in
trading of the CliniChem Common Shares or in one or
more private transactions. See "Income Tax
Considerations--Canadian Federal Income tax
Considerations" and "The Distribution".

The Distribution of CliniChem Common Shares to a
U.S. Holder will be treated as a dividend for
United States Federal income tax purposes to the
extent of BioChem's current and accumulated
earnings and profits (as determined for United
States tax purposes). Any excess of the value of
the CliniChem Common Shares distributed over
BioChem's current and accumulated earnings and
profits will be treated first as a return of a U.S.
Holder's tax basis in its BioChem Common Shares,
and then (once such basis is reduced to zero) as a
capital gain. For these purposes, a U.S. Holder
will be considered to have received a distribution
equal to the aggregate fair market value on the
date of the Distribution of the
14
<PAGE> 16

CliniChem Common Shares actually received by such
U.S. Holder plus those shares which are withheld to
satisfy such U.S. Holder's Canadian withholding tax
liability. BioChem believes that it does not have
any accumulated earnings and profits, but cannot
determine whether it has current earnings and
profits until the close of its 1998 tax year.
BioChem will notify the relevant depository agents
of any amount which must be included in the income
of the U.S. Holders as a dividend.

A. U.S. Holder will not be entitled to claim a
dividends-received deduction with respect to the
CliniChem Common Shares received in the
Distribution, or on dividends, if any, that
CliniChem pays on CliniChem Common Shares.

It is expected that CliniChem will initially be
classified as a "passive foreign investment
company" ("PFIC") for United States Federal income
tax purposes. If CliniChem is so classified, a U.S.
Holder of CliniChem Common Shares will be subject
to a special United States tax regime with respect
to certain distributions received from CliniChem as
well as with respect to any gain from the
disposition of CliniChem Common Shares, unless such
U.S. Holder elects to include currently in gross
income a pro rata share of the earnings of
CliniChem each year (a "qualified election").
Failure to make such qualified election could be
disadvantageous to certain United States investors.
Therefore, prospective investors who are United
States corporations, United States citizens or
residents, or otherwise subject to the United
States tax jurisdiction should consult their tax
advisors to decide whether to make a qualified
election with respect to their CliniChem Common
Shares. See "Income Tax Considerations--United
States Federal Income Tax Considerations."

The status of CliniChem as a foreign corporation
may pose special tax risks to United States
investors. Certain material United States Federal
income tax consequences of the Distribution and
receipt of CliniChem Common Shares are discussed
under "Income Tax Considerations--United States
Federal Income Tax Considerations."

A Registered U.S. Holder will be subject to
Canadian withholding tax on the Distribution, and
will have a portion of the CliniChem Common Shares
otherwise deliverable to it withheld from the
Distribution by the Distribution Agent, in order
for some or all of such withheld shares to be sold
and the proceeds used to satisfy Canadian
withholding tax for which such U.S. Holder is
liable. After sufficient shares are sold to satisfy
such liability, any remaining withheld shares which
have not been so sold will be distributed to such
U.S. Holder. Such U.S. Holder will recognize a
short-term capital gain or loss on the sale of such
withheld shares equal to the difference between the
sale price realized and the sum of the fair value
of the shares on the Distribution Date plus any
expenses incurred in relation to the sale. See
"Income Tax Considerations" and "The Distribution."

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF
THE DISTRIBUTION AND THE OWNERSHIP AND DISPOSITION
OF CLINICHEM COMMON SHARES GIVEN THEIR PARTICULAR
STATUS AND CIRCUMSTANCES.

Risk Factors............... Ownership of CliniChem Common Shares involves a
high degree of investment risk which should be
considered carefully in evaluating the ownership of
CliniChem Common Shares including:
15
<PAGE> 17

(i) No prior operating history; no assurance of
profitability;
(ii) common management;

(iii) lack of arm's-length negotiations;

(iv) exercise of the Product Option will give
BioChem sole control of a product;

(v) the Purchase Option Exercise Price may not
reflect the fair market value of the
CliniChem Common Shares;

(vi) no assurance of exercise of options;

(vii) no assurance of successful development of
the CliniChem Products;

(viii) no assurance of sufficient funds;

(ix) no assurance of successful manufacturing or
marketing;

(x) failure to obtain third-party consents may
prevent the marketing of certain CliniChem
Products;

(xi) potential competition from BioChem;

(xii) relationship between CliniChem and BioChem
may limit CliniChem's activities and market
value;

(xiii) directors not initially elected by
shareholders;

(xiv) limitation on CliniChem's ability to license
products to third parties;

(xv) uncertainty regarding sufficient availability
of BioChem research and development personnel
and facilities;

(xvi) limitation or termination of rights and
obligations in bankruptcy;

(xvii) dependence on BioChem;

(xviii) highly competitive industry; rapid and
significant technological change;

(xix) government regulation;

(xx) uncertainty regarding patents and proprietary
technology; unpredictability of patent
protection;

(xxi) uncertainty of pharmaceutical pricing and
third-party reimbursement;

(xxii) CliniChem product liability exposure and
insurance;

(xxiii) possible dilution; reduction of per share
Purchase Option Exercise Price; and

(xxiv) no assurance of trading value or markets for
CliniChem Common Shares; sale of withheld
shares. See "Risk Factors."

Principal Offices.......... CliniChem's registered and principal executive
office is located at 275 Armand-Frappier Boulevard,
Laval, Quebec, Canada H7V 4A7.

Reasons for Furnishing this
Prospectus............... This Prospectus is being furnished solely to
provide information for Holders, each of whom will
receive CliniChem Common Shares in the
Distribution. It is not to be construed as an
inducement or encouragement to buy or sell any
securities of CliniChem or BioChem. The information
contained herein is provided as of the date of this
Prospectus unless otherwise indicated.
16
<PAGE> 18

GLOSSARY

Acquired Product........... A CliniChem Product as to which the Product Option
has been exercised by BioChem.

Available Funds............ All of the funds contributed to CliniChem by
BioChem, plus any investment income earned thereon,
less (i) Research and Development Costs, (ii)
CliniChem's ongoing administrative expenses and
income taxes paid (less income taxes refunded),
(iii) the Technology Fee, (iv) payments made
pursuant to the Services Agreement and (v)
reasonable amounts actually paid by CliniChem for
consultants to advise the Board of Directors of
CliniChem with respect to the CliniChem Products
and the CliniChem Programs. Available Funds shall
not include payments made by BioChem to CliniChem
pursuant to the Product Option Agreement.

BioChem/CliniChem
Agreements............... The Research and Development Agreement, the
Technology License Agreement, the Product Option
Agreement, the Services Agreement, the Distribution
Agreement and the Purchase Option, collectively.

BioChem Technology......... All proprietary technology, whether patented or
unpatented, owned by, licensed to or controlled by
BioChem and related to the CliniChem Programs,
including any Developed Technology, which BioChem
has the right to license or sublicense without the
consent of any third party and without incurring
additional liability to any third party, and any
additional technology which BioChem chooses to
designate as BioChem Technology.

Developed Technology....... All technology developed or otherwise obtained
pursuant to the Research and Development Agreement.

Distribution............... BioChem's distribution of all the outstanding
CliniChem Common Shares to the Holders.

Distribution Agreement..... The agreement between BioChem and CliniChem
relating to the terms and conditions of the
Distribution.

Distribution Date.......... , 1998, the date of
commencement of the Distribution.

Field of Use............... The treatment of a particular disease or, in the
case of a vaccine, vaccination against a particular
bacterium.

Holders.................... The holders of record, on the Record Date, of
BioChem Common Shares.

Licensing Revenues......... Percentage-of-sales payments and Special Royalty
Payments received by BioChem from unrelated third
parties with respect to Acquired Products.

Major Market Country....... Any one of the following countries: Canada, France,
Germany, Italy, Japan, the United Kingdom or the
United States.

Net Sales.................. The total amount invoiced, net of taxes, on sales
of an Acquired Product by BioChem to unrelated
third parties, such as wholesalers, hospitals
distributors, marketing partners and others, in
bona fide arm's-length transactions, less
discounts, allowances, credits and charges for
freight or insurance as customarily determined
under BioChem's accounting policies.

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Product Option............. The option granted by CliniChem to BioChem to
acquire all rights to each CliniChem Product (and
to terminate CliniChem's corresponding license with
respect thereto), exercisable on a
product-by-product and country-by-country basis and
freely assignable by BioChem.

Product Option Agreement... The agreement between BioChem and CliniChem
granting the Product Option.

Product Payment Buy-Out
Option................... BioChem's option to buy out CliniChem's right to
receive Product Payments for any Acquired Product
on a country-by-country or global basis.

Product Payments........... Payments to be made by BioChem to CliniChem with
respect to Net Sales of Acquired Products and
Licensing Revenues with respect to Acquired
Products.

Purchase Option............ The option of BioChem (as the holder of the
majority of the outstanding Class B Shares) to
acquire all (but not less than all) of the
outstanding CliniChem Common Shares.

Purchase Option Exercise
Price.................... The amount payable by BioChem to exercise the
Purchase Option.

Record Date................ , 1998, the date as of which
Holders will be eligible to receive CliniChem
Common Shares in the Distribution.

Research and Development
Agreement................ The agreement between BioChem and CliniChem
providing for the conduct by BioChem of the
CliniChem Programs.

Research and Development
Costs.................... The fully-burdened cost of activities undertaken
pursuant to the Research and Development Agreement
plus 5% of such costs, including research expenses,
general and administrative expenses, capital asset
costs, costs for licenses or acquisition of
technology, products or therapeutic agents from
third parties for the CliniChem Programs and costs
of third-party collaborations or contract research
undertaken for the CliniChem Programs.

Services Agreement......... The agreement between BioChem and CliniChem
pursuant to which BioChem has agreed to provide
CliniChem with administrative services.

Specialty Royalty
Payments................... Front-end distribution fees, prepaid royalties,
one-time, infrequent or special payments or
non-monetary consideration (including licenses of
technology) from a licensee, distributor or
marketing partner to BioChem with respect to an
Acquired Product but excluding any payments for
research and development related services or
capital expenditures. The fair market value of any
such non-monetary consideration shall be assessed
by a third-party expert mutually agreed to by
BioChem and CliniChem.

Technology Fee............. The payments to be made by CliniChem to BioChem in
consideration for BioChem granting CliniChem a
license to use existing BioChem Technology for the
CliniChem Programs.

Technology License
Agreement.................. The agreement between BioChem and CliniChem
pursuant to which BioChem has granted to CliniChem
a license to use BioChem Technology solely to
conduct research and development and related
activities with respect to the CliniChem Programs,
and a license to commercialize the CliniChem
Products, in consideration for the Technology Fee.
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<PAGE> 20

RISK FACTORS

The following factors, in addition to the other information set forth in
this Prospectus should be considered carefully in evaluating ownership of
CliniChem Common Shares:

BUSINESS RISKS RELATED TO CLINICHEM

No Prior Operating History; No Assurance of Profitability. CliniChem is a
newly formed company and is subject to the risks inherent in the establishment
of a new business enterprise in the biotechnology industry. CliniChem will incur
substantial losses for several years due to the long-term nature of the research
and development of the CliniChem Products, which losses may never be recovered.
Further, there can be no assurance that the CliniChem Products being developed
pursuant to the Research and Development Agreement can be licensed or marketed
profitably, if at all. Even if such CliniChem Products are commercialized
profitably, the initial losses may never be recovered. See "Business of
CliniChem."

Common Management. The BioChem/CliniChem Agreements, the By-laws and the
Articles were approved by BioChem, as the sole shareholder of CliniChem. The
members of the present Board of Directors of CliniChem are persons who are
directors, officers or employees of BioChem or its affiliates. See "Business of
CliniChem--Executive Officers and Directors."

Lack of Arm's-Length Negotiations. The BioChem/CliniChem Agreements were
not negotiated on an arm's-length basis and BioChem and CliniChem did not retain
separate counsel in connection therewith. BioChem is the contractor under the
Research and Development Agreement and will perform or participate in all
development activities thereunder. CliniChem will be responsible for and will
pay the Research and Development Costs that are incurred by BioChem under the
Research and Development Agreement. BioChem will unilaterally determine certain
activities to be undertaken under the Research and Development Agreement and in
all events BioChem will have substantial influence over all activities and
procedures (including the timing and priorities thereof) to be undertaken
pursuant to the Research and Development Agreement as BioChem will have full
discretion to determine, from time to time, the resources of BioChem
(facilities, equipment and personnel) to be made available for activities under
the CliniChem Programs and to determine, from time to time, the allocation of
these resources among such activities. BioChem has no obligation to complete any
development activity after all the Available Funds have been expended under the
Research and Development Agreement. BioChem's own projects and other third-party
projects may compete for time and resources with projects undertaken pursuant to
the Research and Development Agreement and the resources BioChem expends under
the Research and Development Agreement may therefore be limited. See "The
Agreements and the Purchase Option--Research and Development Agreement."

Exercise of the Product Option will give BioChem sole control of a
product. If BioChem exercises the Product Option for one or more CliniChem
Products, it will have sole discretion to control the commercialization of such
CliniChem Product(s), including discretion to allocate its marketing resources
among those CliniChem Product(s) and other BioChem products. See "The Agreements
and the Purchase Option--Technology License Agreement."

The Purchase Option Exercise Price may not reflect fair market value;
Transferability of Class B Shares. The Purchase Option Exercise Price was not
determined on an arm's-length basis. There can be no assurance that the Purchase
Option Exercise Price will accurately reflect the fair market value of the
CliniChem Common Shares at the time of exercise, if any, and that the Purchase
Option Exercise Price will not be significantly higher or lower than such fair
market value. The Purchase Option Exercise Price was determined by BioChem,
giving consideration to the structure of the Distribution, CliniChem's planned
business, the BioChem/CliniChem Agreements, advice given by Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and such other factors as
BioChem deemed appropriate. Furthermore, BioChem may transfer ownership of all
or part of the Class B Shares at any time and there can be no assurance that the
new holder would have the same financial resources or development, manufacturing
or marketing capabilities as BioChem, which may have a material adverse effect
on the likelihood of the exercise of the Purchase Option. In the event that a
majority of the Class B Shares were to be transferred, the payment by the
subsequent holder of the majority of the Class B Shares could be made in cash
or, if such holder is a company whose

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<PAGE> 21

common equity securities are listed on a national securities exchange in the
United States, admitted to unlisted trading privileges or listed on the Nasdaq,
or whose common equity securities are listed on The Toronto Stock Exchange or
the Montreal Exchange, in the sole discretion of such holder, in shares of such
listed common equity security. See "The Agreements and the Purchase
Option--Purchase Option."

No Assurance of Exercise of Options. BioChem is not obligated to exercise
the Purchase Option or the Product Option, and it will exercise either or both
of such options only if, in the opinion of BioChem, it is in BioChem's best
interest to do so. Even if the CliniChem Products are developed and approved, if
BioChem does not exercise the Product Option for a CliniChem Product and/or does
not exercise the Purchase Option, CliniChem will be required to find alternative
ways to commercially market or exploit such CliniChem Products and there can be
no assurance that CliniChem will be able to do so. In the event BioChem fails to
exercise the Purchase Option and CliniChem determines to market the CliniChem
Products itself (other than any CliniChem Product as to which BioChem has
exercised the Product Option), CliniChem will require substantial additional
funds. There can be no assurance that such funds will be available on attractive
terms, if at all. Similarly, if CliniChem determines to license the CliniChem
Products to third parties, such arrangements, if available, may be on terms less
favorable to CliniChem or its shareholders than would be the exercise of the
Purchase Option. See "The Agreements and the Purchase Option--Purchase Option."

No Assurance of Successful Development of the CliniChem
Products. CliniChem has agreed with BioChem that BioChem will use diligent
efforts to conduct the CliniChem Programs in accordance with the terms of the
Research and Development Agreement. BioChem's historical performance has no
relationship to CliniChem's potential product development and is not indicative
of the future performance of CliniChem. While certain research and development
of the CliniChem Products have been conducted, additional research, clinical
studies and product development are still to be undertaken. There can be no
assurance that CliniChem or BioChem will be able to complete research, clinical
development or product development, gain regulatory approval or successfully
commercialize any of the CliniChem Products or that the CliniChem Products can
be introduced within the anticipated cost estimates or time frames, if at all.
Based on CliniChem's current development schedule, CliniChem does not expect
that most of the CliniChem Products will reach commercial marketability prior to
expenditure of the Available Funds. The successful development of any of the
CliniChem Products will require, among other things, demonstration through human
clinical studies that such CliniChem Products are safe and effective. See "The
Agreements and the Purchase Option--Research and Development Agreement."

No Assurance of Sufficient Funds. There can be no assurance that CliniChem
will have sufficient funds to successfully develop any of the CliniChem
Products. Based on CliniChem's current development schedule, CliniChem does not
expect that most of the CliniChem Products will reach commercial marketability
prior to expenditure of all of the Available Funds. Currently, other than the
Available Funds, CliniChem has no other source for the funding that may be
needed to complete the development and commercialization of the CliniChem
Products. Therefore, if additional funding is necessary, such development and
commercialization of the CliniChem Products may not be possible. While BioChem
may provide additional funding, including through loans, at its absolute
discretion, upon terms to be negotiated at such time, BioChem is under no
obligation to provide such additional funds and there can be no assurance that
it will provide such additional funds. See "The Agreements and the Purchase
Option--Purchase Option."

No Assurance of Successful Manufacturing or Marketing. CliniChem has no
manufacturing or marketing capability. BioChem has vaccine manufacturing,
quality control and warehousing operations in two locations in Canada, including
its new facility in Ste-Foy in the Quebec City area. BioChem has marketing
operations for its vaccines in Canada, Argentina and Spain. BioChem has no
manufacturing facilities for commercial production of any of its therapeutic
drugs approved or under development. Even if the CliniChem Products are
developed and receive necessary regulatory clearances and approvals, there can
be no assurance that the CliniChem Products will be successfully manufactured
for clinical trials or successfully manufactured or marketed for commercial
sale. To be successfully marketed, any CliniChem Product must be manufactured in
commercial quantities in compliance with regulatory requirements and at a
commercially viable cost. There can be no assurance that any CliniChem Product
can be manufactured at a commercially viable cost. Any significant delays in the
completion of validation and licensing of expanded or new facilities could have

20
<PAGE> 22

a material adverse effect on the ability to continue clinical trials of and
ultimately to market the CliniChem Products on a timely and profitable basis. If
BioChem does not exercise its Product Option for a CliniChem Product (and does
not exercise the Purchase Option), CliniChem will have to make alternative
arrangements for manufacturing and marketing that CliniChem Product, and there
can be no assurance that CliniChem will be able to do so.

If BioChem exercises its Product Option for any CliniChem Product, BioChem
may need to develop and/or expand its marketing capabilities to commercialize
such Acquired Product effectively. If BioChem exercises its Product Option for
any CliniChem Product, and does not, at the time the product is to be
commercialized, have a sales force in the relevant country or countries, BioChem
may need to arrange for marketing by third parties. If BioChem does not exercise
its Product Option for a CliniChem Product (and does not exercise the Purchase
Option), CliniChem may need to find other means to commercialize that CliniChem
Product not involving BioChem, and there can be no assurance that CliniChem will
be able to do so.

At the present time, CliniChem does not have, nor, through the development
stage of the CliniChem Products, does it expect to develop, any manufacturing or
marketing capability. If CliniChem decides to manufacture or market one or more
CliniChem Products itself, CliniChem will need substantial additional funds.
There is no assurance that additional funds will be available, or will be
available on attractive terms, and BioChem has no obligation to supply any
additional funds to CliniChem. In addition, prior to the exercise or expiration
of the Purchase Option, CliniChem may not use the Available Funds for this
purpose without BioChem's consent.

If either BioChem or CliniChem seeks a third party to manufacture or market
a CliniChem Product, there can be no assurance that satisfactory arrangements
can be successfully negotiated or that any such arrangements will be on
commercial terms acceptable to BioChem or CliniChem. In addition, even if
CliniChem decides to license any CliniChem Product to a third party, agreements
with that third party, if available, may be on terms less favorable to CliniChem
than the terms of the BioChem/CliniChem Agreements.

Even if acceptable manufacturing and marketing resources are available,
there can be no assurance that any CliniChem Products will be accepted in the
marketplace. There can be no assurance that there will be adequate reimbursement
by health insurance companies or other third-party payors for any CliniChem
Products that are marketed.

CliniChem's right to obtain manufacturing will be subject to a right of
first offer and a right of first refusal on the part of BioChem to manufacture
and, in the event BioChem does not exercise such right of first offer or right
of first refusal, then BioChem has the right to approve any proposed
manufacturer, which approval may be withheld only if any such manufacturer has
insufficient or inadequate manufacturing capability (including lack of
compliance with GMP regulations) or if any such manufacturer's activities are
likely to have a material adverse effect on BioChem's overall competitive
position in the pharmaceutical industry. There can be no assurance that BioChem
will not object to potential manufacturers on such grounds or that such
objection will not have an adverse effect on CliniChem's ability to secure
satisfactory manufacturing arrangements. See "The Agreements and the Purchase
Option--Technology License Agreement."

Failure to obtain certain Third-Party Consents may prevent the marketing of
certain CliniChem Products. Under certain pre-existing agreements, BioChem may
be required to obtain third-party consents in order to grant a sublicense to
CliniChem in accordance with the Technology License Agreement.

BioChem has licensed certain patents and technology related to adjuvants
and biovectors from Pharmadigm Biosciences Inc. ("Pharmadigm") and Biovector
Therapeutics, SA ("Biovector") (respectively the "Pharmadigm Agreement" and the
"Biovector Agreement"). BioChem is currently evaluating the potential of these
adjuvants and biovectors for incorporation into vaccines currently under
development in the CliniChem Programs. In the event that (i) any such developed
vaccine incorporates such adjuvants or biovectors, (ii) BioChem does not
exercise the worldwide Product Option with respect to such vaccine and (iii)
BioChem has not exercised the Purchase Option, it may be necessary for BioChem
to obtain the consent of Pharmadigm and/or Biovector to sublicense such
adjuvants or biovectors to CliniChem on commercial

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<PAGE> 23

terms acceptable to BioChem or for CliniChem to obtain a license to such patents
and technology prior to CliniChem's commercialization of such vaccines. There
can be no assurance that BioChem or CliniChem would be able to obtain such
consent or license or, if available, that it would be available on commercial
terms acceptable to BioChem or CliniChem.

BioChem has obtained a license from the University of Georgia Research
Foundation, Inc. ("UGARF") and Yale University (the "UGARF Agreement") to
certain patents and know-how related to the use of BCH-4556 for the treatment of
cancer. The UGARF Agreement is silent as to whether BioChem may grant
sublicenses to commercialize without the licensors' consent. In the event that
BioChem does not exercise the Product Option with respect to BCH-4556 and does
not exercise the Purchase Option, it may be necessary for BioChem to obtain the
consent of the licensors to sublicense such patents and know-how to CliniChem or
for CliniChem to obtain a license to such patents and know-how prior to
CliniChem's commercialization of BCH-4556. There can be no assurance that such
consent or license would be available, or if available, that it would be
available on commercial terms acceptable to BioChem or CliniChem. See "The
Agreements and the Purchase Option--Third-Party Consents and Rights."

Potential Competition from BioChem. BioChem is engaged in ongoing
licensing and development of new products. While BioChem has licensed the rights
to conduct the CliniChem Programs and manufacture and commercialize the
CliniChem Products to CliniChem, BioChem is not prohibited from developing other
products, including those that may compete with the CliniChem Products, or from
in-licensing or acquiring products that may compete with the CliniChem Products.
BioChem's activities may, in some circumstances, lead to the development,
in-licensing or acquisition of products that compete with the CliniChem Products
being developed by or on behalf of CliniChem. It is possible that BioChem's
rights with respect to such competitive products could reduce BioChem's
incentive to exercise the Product Option or the Purchase Option. See "The
Agreements and the Purchase Option--Research and Development Agreement."

Relationship Between CliniChem and BioChem May Limit CliniChem's Activities
and Market Value. The terms of the BioChem/CliniChem Agreements, the Articles
and the By-laws were not determined on an arm's-length basis and certain terms
may limit CliniChem's activities and its market value.

The Articles and the By-laws prohibit CliniChem from taking or permitting
any action that might impair BioChem's rights under the Purchase Option. Prior
to the exercise or the expiration of the Purchase Option, CliniChem may not,
without the consent of the holders of the majority of the outstanding Class B
Shares, amalgamate or liquidate, or amend its Articles to alter the Purchase
Option, CliniChem's authorized capitalization, or the provisions of the Articles
governing the right of the holders of the majority of the outstanding Class B
Shares to elect one director. Because BioChem will hold all of the outstanding
Class B Shares following the Distribution, BioChem will be able to influence
significantly or control the outcome of any of the foregoing actions requiring
approval by the majority holders of the Class B Shares. The ability of BioChem
to influence significantly or control such matters could affect the liquidity of
the CliniChem Common Shares and have an adverse effect on the price of the
CliniChem Common Shares, and may have the effect of delaying or preventing a
change in control of CliniChem, including transactions in which shareholders
might otherwise receive a premium for their shares over then current market
prices. Neither the terms of the BioChem/CliniChem Agreements nor the Articles
prohibit BioChem from transferring its Class B Shares. The special rights
accorded to the holders of the majority of the outstanding Class B Shares will
expire upon expiration of the Purchase Option. See "The Agreements and The
Purchase Option--Purchase Option" and "Description of CliniChem's Share
Capital."

So long as the Purchase Option is exercisable, the market value of the
CliniChem Common Shares will be limited by the Purchase Option Exercise Price.
The Purchase Option Exercise Price was determined by BioChem, giving
consideration to the structure of the Distribution, CliniChem's planned
business, the BioChem/CliniChem Agreements, advice given by Merrill Lynch, and
such other factors as BioChem deemed appropriate. The Purchase Option Exercise
Price was not determined on an arm's-length basis.

The existence of the Purchase Option and BioChem's rights as holder of the
majority of the outstanding Class B Shares may inhibit CliniChem's ability to
raise capital. Additional capital raised by CliniChem, if any, would most likely
reduce the per share proceeds available to holders of the CliniChem Common
Shares if the Purchase Option were exercised. The existence of the Purchase
Option and BioChem's rights as the holder of
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<PAGE> 24

the majority of the outstanding Class B Shares may inhibit a change of control
and may make an investment in the CliniChem Common Shares less attractive to
certain potential shareholders, which could adversely affect the liquidity and
market value of the CliniChem Common Shares.

If BioChem exercises its Product Option for any CliniChem Products, BioChem
will have the right to commercialize the product with third parties on such
terms as BioChem deems appropriate. In such event, Product Payments from BioChem
to CliniChem with respect to the CliniChem Product commercialized by such third
parties will be based on Licensing Revenues received from such third parties.

Directors Not Initially Elected by Shareholders. Dr. Francesco Bellini
will remain a director of CliniChem following the Distribution in accordance
with the rights of BioChem under the Articles as the sole holder of the majority
of the outstanding Class B Shares. Subsequent to the Distribution, two of
CliniChem's current directors will resign as directors and will be replaced by
independent directors. The directors will not have been elected by the
shareholders, and the holders of the CliniChem Common Shares will not have the
opportunity to elect any members of the full Board of Directors until the first
annual meeting of shareholders following the Distribution. See "Business of
CliniChem--Executive Officers and Directors".

Limitation on CliniChem's Ability to License Products to Third
Parties. CliniChem has granted BioChem the Product Option, which is exercisable
on a product-by-product and country-by-country basis. During the term of the
Product Option for each CliniChem Product, CliniChem will not be able to
sublicense such CliniChem Product to any party other than BioChem. See "The
Agreements and the Purchaser Option--Product Option Agreement."

Uncertainty Regarding Sufficient Availability of BioChem Research and
Development Personnel and Facilities. Although BioChem believes that its
personnel, facilities and third-party arrangements currently are or, in the
future, will be adequate for the performance of its duties to CliniChem under
the Research and Development Agreement, its research personnel will perform
services in the same facilities for BioChem and client companies of BioChem. In
addition, conduct of the CliniChem Programs pursuant to the Research and
Development Agreement will require BioChem to attract and retain additional
personnel with particular scientific and management skills. The availability of
such personnel is limited and there can be no assurance that such personnel will
be available or that BioChem will be successful in attracting the necessary
personnel to successfully develop any of the CliniChem Products. BioChem is not
required to allocate any specified amount of time or resources to its duties
under the Research and Development Agreement. BioChem's obligations to other
present and future clients may restrict the amount of resources that otherwise
could be devoted to its duties under the Research and Development Agreement.
Subject to its obligation to use diligent efforts under the Research and
Development Agreement, BioChem may allocate both its research personnel and its
facilities as it deems appropriate under the circumstances. See "The Agreements
and the Purchase Option--Research and Development Agreement."

BioChem's success to date has resulted, in large part, from the particular
scientific and management skills of its personnel. There can be no assurance
that such personnel will continue to be available to BioChem or, were they to be
no longer available, that BioChem would be able to attract and retain employees
with similar skills. The continued availability of this group is important to
the business of CliniChem.

Limitation or Termination of Rights and Obligations in Bankruptcy. In the
event that BioChem voluntarily or involuntarily is party to a bankruptcy,
winding up, receivership, appointment of examiner or trustee, insolvency,
compromise with creditors or similar proceeding, the liquidator, receiver,
examiner, trustee or administrator of BioChem's business and properties may have
broad powers to deal with such business and properties, including the ability to
terminate certain contracts, in which case CliniChem's rights as they relate to
the license granted pursuant to the Technology License Agreement or its right to
receive Product Payments from BioChem pursuant to the terms of the Product
Option Agreement may be adversely affected and any claims of CliniChem in such
case will rank with other claims on an unsecured basis. See "The Agreements and
the Purchase Option--Technology License Agreement" and "--Research and
Development Agreement."

Dependence on BioChem. Substantially all of the management and operating
activities of CliniChem will be carried out by BioChem under the Research and
Development Agreement and the Services Agreement. CliniChem is not expected to
have its own research, development, clinical, licensing, administra-

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<PAGE> 25

tion, manufacturing or marketing employees or facilities and thus will be
entirely dependent on BioChem in these areas. Subject to their respective
obligations under the Research and Development Agreement and the Services
Agreement, consistent with commercially reasonable practices, BioChem will have
sole discretion to determine the allocation of its research, development,
clinical, licensing, administration, manufacturing and marketing employees and
facilities. Although BioChem believes that its personnel, facilities and
third-party arrangements currently are or, in the future, will be adequate for
the performance of its duties under the Research and Development Agreement,
BioChem's proprietary and collaborative development, licensing, manufacturing
and marketing projects may compete for time and resources with projects
undertaken by CliniChem pursuant to the Research and Development Agreement,
thereby delaying development, manufacture and marketing of the CliniChem
Products. Any material adverse change in the business or financial condition of
BioChem would have a material adverse effect upon CliniChem. See "The Agreements
and the Purchase Option--Research and Development Agreement."

Possible Dilution; Reduction of Per Share Purchase Option Exercise
Price. All CliniChem Common Shares issued by CliniChem after the Distribution
will be subject to the Purchase Option, and the Purchase Option Exercise Price
will not increase as a result of any such issuance. Accordingly, if additional
CliniChem Common Shares were to be issued, the percentage of the Purchase Option
Exercise Price payable with respect to each CliniChem Common Share in the event
BioChem exercises the Purchase Option would be reduced. Liabilities, including
any debt issued by CliniChem, but excluding any debt owed to BioChem, will
reduce the Purchase Option Exercise Price to the extent that such liabilities
exceed CliniChem's cash, cash equivalents, and short-term and long-term
investments (excluding the Available Funds), unless repaid or discharged by
CliniChem prior to exercise of the Purchase Option.

No Assurance of Trading Value or Markets for CliniChem Common Shares; Sale
of Withheld Shares. Although it is expected that the CliniChem Common Shares
will be traded on the Nasdaq, there can be no assurance that there will be an
active trading market for the CliniChem Common Shares. See "Description of
CliniChem's Share Capital." The sale of a portion of the CliniChem Common Shares
distributed to non-Canadian resident Holders on such Holders' behalf in order to
pay any Canadian withholding tax for which these Holders are liable, could
negatively affect the market price of the CliniChem Common Shares. See "The
Distribution."

BUSINESS RISKS RELATED TO BIOCHEM AND CLINICHEM

Highly Competitive Industry; Rapid and Significant Technological
Change. The pharmaceutical industry is highly competitive and subject to rapid
and significant technological change. BioChem and CliniChem anticipate that they
will each face increased competition in the future as new products enter the
market and advanced technologies become available. The CliniChem Programs
currently face intense competition from other pharmaceutical concerns.
Competitors of BioChem and CliniChem in North America and abroad are numerous
and include, among others, major pharmaceutical and chemical companies,
including without limitation some of the licensees (or potential licensees) of
the CliniChem Products, specialized contract research and research and
development firms, universities and other research institutions. Many of these
competitors, particularly large pharmaceutical, vaccine and diagnostic
companies, have substantially greater financial, technical and human resources
than those of BioChem and CliniChem. In addition, many of these competitors have
significantly greater experience than BioChem and CliniChem in undertaking
research, pre-clinical studies and human clinical trials of new pharmaceutical
products, obtaining FDA and other regulatory approvals, and manufacturing and
marketing such products. There can be no assurance that BioChem's and
CliniChem's competitors will not succeed in developing technologies and products
that are as, or more, clinically or cost-effective than the BioChem Technology
or the CliniChem Products or that would render the BioChem Technology and
CliniChem Products obsolete or uncompetitive prior to BioChem's and CliniChem's
recovering research, development or commercialization expenses incurred with
respect to any such BioChem Technology or CliniChem Products. Such success by
BioChem's and CliniChem's competitors in commercializing products more rapidly
or effectively than BioChem and CliniChem could have a material adverse effect
on each of BioChem's and CliniChem's business, financial condition or results of
operations. See "Business of CliniChem."

Government Regulation. Regulation by governmental authorities in Canada,
the United States and other countries is a significant factor in the production
and marketing of BioChem's products and the

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<PAGE> 26

CliniChem Products and in the conduct of BioChem's ongoing research and
development programs and the CliniChem Programs.

Pharmaceutical and biological products intended for diagnostic, therapeutic
or prophylactic use for humans are governed by the FDA in the United States, by
the Health Protection Branch (the "HPB") in Canada and by comparable agencies in
other countries. For most of these products, the regulations require extensive
clinical trials and other testing and government review and final approval prior
to marketing the product. This procedure is likely to take a number of years and
involves the expenditure of substantial resources. For example, as a general
rule, before obtaining regulatory approval for the commercial sale of any
BioChem product or CliniChem Product under development, Biochem and CliniChem
must demonstrate through pre-clinical studies and clinical trials that the
BioChem product or CliniChem Product is safe and efficacious. The results from
pre-clinical studies and early clinical trials may not be predictive of results
obtained in large scale clinical trials, and there can be no assurance that
BioChem's and CliniChem's or their collaborators' clinical trials will
demonstrate safety and efficacy, achieve regulatory approvals or result in
marketable BioChem products or CliniChem Products. A number of companies in the
biotechnology industry have suffered significant setbacks in advanced clinical
trials, even after achieving promising results in earlier trials. In addition,
government regulations specify standards for manufacturing and marketing
pharmaceutical products.

The Center for Biologics Evaluation and Research (the "CBER") in the United
States, the Bureau of Biologics and Radiopharmaceuticals (the "BBR") in Canada,
and similar agencies in other countries, regulate the manufacturing, marketing
and use of vaccines. Product License Applications and Establishment License
Applications or equivalent documentation are required to be submitted to the
governmental authorities for review prior to obtaining marketing approval.
Government regulations specify standards for manufacturing and marketing
vaccines and biological products. These regulations set standards for proof of
safety and effectiveness, establish good manufacturing practices, require
inspection of vaccine manufacturing facilities and require reporting of adverse
events to regulatory authorities. These government authorities also conduct
pre-release testing of vaccines and authorize the sale of each lot of vaccines.

Sales of therapeutic and vaccine products outside Canada and the United
States are subject to regulatory requirements that vary from country to country.
Whether or not FDA, HPB, CBER or BBR approval has been obtained, final approval
of a product by comparable regulatory authorities of other countries must be
obtained prior to the commencement of marketing the product in those countries.
The time required to obtain any such approval may be longer or shorter than that
required for FDA, HPB, CBER or BBR approval.

Any failure by BioChem and CliniChem or their collaborators or licensees to
obtain, or any delay in obtaining, regulatory approvals could adversely affect
the marketing of any CliniChem Products and CliniChem's ability to receive
product or royalty revenue. There can be no assurance that any of CliniChem's
planned products will be approved by the FDA, HPB, CBER or BBR or any other
governmental agency on a timely basis, if at all. See "Business of
CliniChem--Government Regulation."

Uncertainty Regarding Patents and Proprietary Technology; Unpredictability
of Patent Protection. BioChem's and CliniChem's success will depend, in part, on
BioChem's ability to obtain and enforce patents, protect trade secrets and other
proprietary information and operate without infringing on the proprietary rights
of others. There can be no assurance that patent applications for a BioChem
product or a CliniChem Product will be approved, that BioChem or CliniChem will
develop any BioChem product or CliniChem Product or process to the point that it
is patentable, that any issued patents for a BioChem product or a CliniChem
Product will provide BioChem or CliniChem with adequate protection or will not
be challenged by others, or that the patents of others will not impair the
ability of BioChem or CliniChem to do business. Furthermore, there can be no
assurance that others have not or will not independently develop similar
products, duplicate any unpatented BioChem products or CliniChem Products or
design around any patented BioChem products or CliniChem Products in development
or marketed by BioChem or CliniChem.

BioChem currently holds a United States patent claiming BCH-4556 and
related compounds, as well as issued patents and pending applications covering
BCH-4556 and methods of using the same in numerous countries. Emory University
of Atlanta, Georgia has filed an opposition to BioChem's granted European patent
application covering BCH-4556. BioChem is vigorously defending its application.
25
<PAGE> 27

An examined patent application, claiming use of stress proteins for the
preparation of vaccines, filed by the Whitehead Institute for Biomedical
Research, has been published for opposition in Europe. Oppositions to this
application have been filed by BioChem as well as another party and BioChem is
vigorously opposing this application. There is no assurance, however, that
BioChem will be successful in defeating these claims. The Whitehead Institute
holds a corresponding patent in Canada and may have pending applications in
other countries. In the event that BioChem were to be unsuccessful in
challenging the broad claims in the Whitehead patents, there is no assurance
that BioChem would be able to obtain a license to these patents, which may be
required to commercialize a Streptococcus pneumoniae vaccine based on the HSP72
heat shock protein.

BioChem and CliniChem are aware of certain issued patents and patent
applications of others, and there may be other patents and patent applications,
containing subject matter which BioChem or CliniChem or their licensees or
collaborators may require in order to research, develop or commercialize certain
of BioChem's products or the CliniChem Products. There can be no assurance that
BioChem or CliniChem or their collaborators will be able to obtain a license to
any third-party technology or patents that they may require to conduct BioChem's
research and development programs or the CliniChem Programs or that such
technology or patents can be licensed at a reasonable cost. Failure by BioChem,
CliniChem or their collaborators to obtain a license to any technology or
patents that they may need to commercialize BioChem's products, the BioChem
Technology or the CliniChem Products may result in delays in marketing BioChem's
products or the CliniChem Products or the inability to proceed with the
development, manufacture or sale of Biochem's products or the CliniChem Products
requiring such licenses and may have a material adverse effect on either BioChem
or CliniChem.

Litigation, which could result in substantial cost to BioChem, may also be
necessary to enforce any patents issued to BioChem or to determine the scope and
validity of other parties' proprietary rights, which may affect the CliniChem
Products and the likelihood that BioChem would exercise the Product Option with
respect to such products. If the outcome of any such litigation is adverse to
BioChem, either BioChem's or CliniChem's business could be materially adversely
affected.

BioChem also relies upon trade secrets, know-how, and continuing
technological advancement to develop and maintain its competitive position.
Disclosure and use of BioChem's know-how is generally controlled in part under
confidentiality agreements with the parties involved. In addition, BioChem has
confidentiality agreements with its key employees, consultants, officers and
directors. There can be no assurance, however, that all confidentiality
agreements will be honored, that others will not independently develop
equivalent technology, that disputes will not arise as to the ownership of
intellectual property, or that disclosure of BioChem's trade secrets will not
occur. Furthermore, there can be no assurance that others have not obtained or
will not obtain patent protection that will exclude BioChem from using its trade
secrets and confidential information. BioChem supports and collaborates in
research conducted in universities and in government research organizations.
There can be no assurance that BioChem will have or be able to acquire exclusive
rights to inventions or technical information derived from such collaboration or
that disputes would not arise as to rights in derivative or related research
programs conducted by BioChem. In addition, in the event of BioChem's
contractual breach or bankruptcy, certain of BioChem's collaborative research
contracts provide for transfer of technology (including any patents or patent
applications) to the collaborators. To the extent that consultants or research
collaborators use intellectual property owned by others in their work with
BioChem, disputes may also arise as to the rights to related or resulting
know-how or inventions. See "Business of CliniChem--Patents."

Uncertainty of Pharmaceutical Pricing and Third-Party Reimbursement. The
business and financial condition of diagnostic, pharmaceutical, vaccine and
biotechnology companies will continue to be affected by the efforts of
governments and third-party payors to contain or reduce the costs of healthcare
through various means. For example, in certain foreign markets pricing or
profitability of prescription pharmaceuticals is subject to government control.
In the United States there have been, and BioChem and CliniChem expect that
there will continue to be, a number of federal and state proposals to implement
similar government control. In addition, an increasing emphasis on managed care
in the United States has and will continue to increase the pressure on
pharmaceutical pricing. While neither Biochem nor CliniChem can predict whether
such legislative or regulatory proposals will be adopted or the effects such
proposals or managed care efforts

26
<PAGE> 28

may have on its business, the announcement of such proposals and the adoption of
such proposals or efforts could have a material adverse effect on either
BioChem's or CliniChem's business and financial condition. Further, to the
extent such proposals or efforts have a material adverse effect on other
pharmaceutical companies that are prospective corporate partners for either
BioChem or CliniChem, BioChem's or CliniChem's ability to establish a strategic
alliance may be adversely affected. In addition, in Canada, the United States
and elsewhere, sales of prescription pharmaceuticals, vaccines and diagnostic
products are dependent, in part, on the availability of reimbursement to the
consumer from third-party payors, such as government and private insurance
plans. Third-party payors are increasingly challenging the prices charged for
medical products and services. To the extent BioChem or CliniChem succeed in
bringing products to market, there can be no assurance that these products will
be considered cost-effective and that reimbursement to consumers will be
available or will be sufficient to allow either BioChem or CliniChem to sell its
products on a competitive basis.

Product Liability Exposure and Insurance. The use of any of BioChem's
products or CliniChem Products in clinical trials, and the sale of any of
BioChem's products or CliniChem Products, may expose BioChem or CliniChem to
liability claims resulting from the use of Biochem's products or the CliniChem
Products. These claims might be made directly by consumers, healthcare providers
or by pharmaceutical companies or others selling such products. Neither BioChem
nor CliniChem currently have liability insurance with respect to sales of
BioChem's products or CliniChem Products. There can also be no assurance that
BioChem or CliniChem will be able to obtain or maintain commercially reasonable
product liability insurance for any of BioChem's products or CliniChem Products
approved for marketing. A successful product liability claim or a series of
claims brought against BioChem or CliniChem could have a material adverse effect
on its business, financial condition or results of operations.

BUSINESS RISKS RELATED TO BIOCHEM

Development of New Products; Market Acceptance of Products. Except for
3TC, BioChem's potential therapeutic products, including lamivudine for use as a
treatment against chronic hepatitis B, are in research or development. In
addition, except for several vaccines and other diagnostic products which
BioChem currently markets, potential vaccine and diagnostic products are in
research or development. BioChem is devoting its efforts to the research and
development of potential therapeutic, vaccine and diagnostic products based upon
various technological approaches. The development of new products is subject to
a number of significant risks. Potential products that appear to be promising in
various stages of development may not reach the market for a number of reasons.
Such reasons include the possibilities that the potential product will be found
ineffective or unduly toxic during preclinical or clinical trials, will fail to
receive necessary regulatory approvals, will be difficult to manufacture in a
large scale, will be uneconomical to market or not achieve market acceptance, or
will be precluded from commercialization by proprietary rights of third parties.
Competitive products may render BioChem's technology and products obsolete and
non-competitive prior to potential products reaching the market. Most of
BioChem's potential products will require significant additional research and
development efforts and significant additional preclinical and clinical testing,
prior to any commercial use. In addition, there can be no assurance that BioChem
will successfully address any of these technological challenges, or others that
may arise in the course of development. In addition, there can be no assurance
that any of BioChem's products in development will achieve market acceptance.
The degree of market acceptance will depend upon a number of factors, including
the receipt of regulatory approvals, the establishment and demonstration in the
medical community of the clinical efficacy and safety of BioChem's product
candidates, and the establishment and demonstration of the potential advantages
over existing and new treatment methods and reimbursement policies of government
and third-party payors. There can be no assurance that physicians, patients,
payors or the medical community in general will accept and utilize any existing
or new products that may be developed by BioChem.

Risks Associated with the Commercialization of 3TC and
lamivudine. BioChem's ability to maintain profitability will depend in large
part on Glaxo Wellcome's ability to continue successful commercialization of
3TC. The degree of continued market acceptance of 3TC will depend upon a number
of factors, including ongoing demonstration in the medical community of the
clinical efficacy and safety of 3TC, the potential advantages over existing and
new treatment methods and reimbursement policies of various governments and

27
<PAGE> 29

third-party payors. There can be no assurance as to the extent to which
physicians, patients, payors or the medical community in general will continue
to accept and utilize 3TC. Third-party payors are increasingly challenging the
prices charged for medical products and services. There can be no assurance that
3TC will continue to be considered cost-effective and that reimbursement to
consumers will be available or will be sufficient to allow BioChem or Glaxo
Wellcome to continue to sell 3TC on a competitive basis.

Glaxo Wellcome, BioChem's partner for the development and commercialization
of lamivudine, has filed for regulatory approval for the commercialization of
lamivudine in 30 countries worldwide. Lamivudine has been studied in a number of
Phase III clinical trials around the world, involving about 1800 patients.
Promising results from three of the trials in Glaxo Wellcome's Phase III trial
program were disclosed in 1997. BioChem expects lamivudine to be approved in its
first markets during 1998 and believes that it will be a significant step
forward in the treatment of chronic hepatitis B. However, there can be no
assurance that regulatory approval will ever be granted to market and sell
lamivudine in any country in which such approval has been sought. In addition,
there can be no assurance of market acceptance of lamivudine for the treatment
of chronic hepatitis B in any country in which regulatory approval is granted.

Reliance on Glaxo Wellcome and Other Collaborative Relationships. BioChem
is almost totally reliant on third parties for the manufacturing and marketing
of its therapeutic products. BioChem's development and commercialization
agreements with Glaxo Wellcome provide Glaxo Wellcome with worldwide rights,
with the exception of Canada, to develop, manufacture and market 3TC and
lamivudine and certain related compounds (the "3TC Products"). Rights for the
Canadian market were licensed to Glaxo Wellcome, to be exploited in a
partnership between Glaxo Wellcome and BioChem, which markets 3TC in Canada.
Glaxo Wellcome has agreed to manufacture all of the 3TC Products required to be
supplied in Canada. BioChem also entered into a series of agreements with Astra
ABproviding for the research, development and commercialization of a new class
of analgesic compounds for the control of pain. There can be no assurance that
BioChem will be able to negotiate other acceptable arrangements in the future or
that any existing or future collaborations will be successful. Furthermore,
there can be no assurance that the collaborators' interests are or will remain
consistent with those of BioChem or that they will succeed in developing any new
marketable products or obtaining requisite government approvals. Should BioChem
and its collaborators fail to develop any new marketable products, obtain the
requisite regulatory approvals or market any of such products successfully,
BioChem's business, financial condition and results of operations may be
materially and adversely affected. In addition, BioChem cannot control the
amount and timing of resources which its collaborators devote to BioChem's
programs. Certain of these agreements do not prevent the collaborators from
pursuing alternative technologies that could result in their developing products
competitive with those products developed under BioChem's collaborative
agreements. The agreements may be terminated by the collaborators in certain
circumstances with limited notice, and the collaborators may thereupon acquire
certain rights to the products under development.

Uncertainties of Financial Results. BioChem's ability to maintain
profitability in the foreseeable future depends on the continued commercial
success of 3TC. BioChem's operating results are dependent upon the marketing
efforts of Glaxo Wellcome, and may lag actual sales of 3TC due to reporting
delays from Glaxo Wellcome to BioChem. Consequently, revenues are difficult to
predict and may fluctuate substantially from period to period. In addition,
other BioChem development programs will require substantial additional
investment, including the cost of clinical trials, obtaining additional
regulatory approvals, if necessary, the completion of commercial-scale vaccine
manufacturing facilities and marketing and sales expenses associated with
potential new product introductions. There can be no assurance if or when
BioChem will successfully develop, receive regulatory approvals for or
manufacture or market any new products. The research, development, production
and marketing of new products will require the application of considerable
technical and financial resources by BioChem and its collaborators, while
revenues that are generated by such products, if successfully developed and
marketed, may not be realized for several years. In addition, involvement in any
patent litigation may materially adversely affect BioChem's future business,
financial condition and results of operations. No assurance can be given that
BioChem will be able to sustain profitability.

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<PAGE> 30

Volatility of BioChem Common Share Price. The market prices for the
securities of biopharmaceutical and biotechnology companies, including BioChem,
have historically been highly volatile, and the market has from time to time
experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. Factors such as fluctuations in
BioChem's operating results, announcements of technological innovations or new
therapeutic products by BioChem or its competitors, clinical trial results,
governmental regulation, developments in patent or other proprietary rights,
public concern as to safety of drugs developed by BioChem, CliniChem or others
and general market conditions can have an adverse effect on the market price of
the BioChem Common Shares and the CliniChem Common Shares. In particular, the
realization of any of the risks described herein could have a material adverse
impact on such market price.

Shares Eligible for Future Sale. As of January 31, 1998, there were
108,258,990 BioChem Common Shares outstanding. BioChem, as the holder of the
majority of the outstanding Class B Shares after the Distribution, has the
right, provided for in CliniChem's Articles, to acquire all (but not less than
all) of the outstanding CliniChem Common Shares. BioChem may pay the Purchase
Option Exercise Price in cash, in BioChem Common Shares or in any combination of
cash and BioChem Common Shares. The issuance of BioChem Common Shares in
connection with the exercise of the Purchase Option would result in a dilution
in the percentage ownership of BioChem's shareholders in BioChem at the time of
issuance and could negatively affect the market price of BioChem Common Shares.
See "The Agreements and the Purchase Option -- Purchase Option."

Absence of Dividends. BioChem has never paid any cash dividends on the
BioChem Common Shares. BioChem currently anticipates that it will retain all
available funds for use in its business and does not expect to pay any cash
dividends in the foreseeable future.

International Operations; Currency Fluctuations. Most of BioChem's
diagnostic and therapeutic product sales are made, and BioChem expects that they
will continue to be made, in international markets, including the United States.
Sales of BioChem's products in international markets are subject to certain
risks common to such sales, including government regulation, export and import
license requirements, risks of tariffs or trade barriers and political and
economic instability. Although these risks have not had any material effect on
BioChem to date, there can be no assurance these risks will not materially
adversely affect BioChem in the future.

BioChem generally prices its diagnostic and therapeutic products in the
currency of the country in which they are sold. Accordingly, the prices of such
products in Canadian dollars will vary as the value of the Canadian dollar
fluctuates against such local currencies. In addition, royalty payments made to
BioChem by Glaxo Wellcome on 3TC sales worldwide (excluding Canada) are made as
a percentage of sales of 3TC denominated in the currency of the country where
sales are made. There can be no assurance that there will not be increases in
the value of the Canadian dollar against such currencies, reducing the Canadian
dollar return to BioChem on the sales of its products. Furthermore, there can be
no assurance that significant fluctuations in foreign currency values will not
occur that will create sufficient differences in the relative prices of the
products in different countries, such that BioChem or Glaxo Wellcome will find
it necessary to reduce its prices in certain local currencies in order to bring
the relative cost of its products into line. Although BioChem may seek to
implement hedging techniques with respect to its foreign currency transactions
in the future, it does not currently do so and there can be no assurance that
such techniques would be successful.

Shareholder Rights Plan (Anti-takeover Provisions). On June 7, 1995 the
shareholders of BioChem approved a Shareholder Rights Plan (the "Rights Plan")
and on April 21, 1997 amended the Rights Plan. Under the Rights Plan, one common
share purchase right was issued on April 28, 1995 in respect of each outstanding
BioChem's Common Share and became issuable in respect of each BioChem Common
Share issued thereafter. The Rights Plan expires on June 30, 2000 unless
terminated earlier by BioChem Board of Directors. The effect of the Rights Plan
is to require anyone who seeks to acquire 20.0% or more of BioChem's voting
shares, or anyone holding at least 20.0% of BioChem's voting shares who seeks to
acquire an additional 1.0%, to make a bid complying with specific provisions.
The provisions of the Rights Plan could prevent or delay the acquisition of
BioChem by means of a tender offer, a proxy contest or otherwise in which
shareholders might receive a premium over the current market price.

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<PAGE> 31

THE DISTRIBUTION

The Board of Directors of BioChem has declared a distribution, payable to
Holders, of one CliniChem Common Share for every 40 BioChem Common Shares owned
by such Holder on the Record Date. As a result of the Distribution, all of the
then outstanding CliniChem Common Shares will be distributed to the Holders.
Neither BioChem nor CliniChem will receive any proceeds in connection with the
Distribution. After the Distribution, BioChem will hold all of the authorized
and issued Class B Shares. See "Description of CliniChem's Share Capital."

Subject to certain conditions set forth in the Distribution Agreement,
BioChem will effect the Distribution (expected to be on or about ,
1998) by delivering all of the CliniChem Common Shares to the Distribution
Agent. Commencing on or about the Distribution Date, the Distribution Agent will
begin distributing share certificates reflecting ownership of CliniChem Common
Shares to Holders.

No fractional shares will be issued as part of the Distribution. Fractional
CliniChem Common Shares will be rounded up to a whole share by the Distribution
Agent.

A total of approximately 2,706,475 CliniChem Common Shares are expected to
be distributed, assuming 108,258,990 BioChem Common Shares (the number of
BioChem Common Shares outstanding on January 31, 1998) are outstanding on the
Record Date. No Holder will be required to pay any cash or other consideration
for the CliniChem Common Shares received in the Distribution (exclusive of
applicable Canadian withholding taxes), nor will any action be required to be
taken by any Holder in order to receive CliniChem Common Shares.

However, Canadian withholding taxes will be payable. A portion of the
CliniChem Common Shares otherwise deliverable to certain Holders who are not
residents of Canada will be withheld and sold on such Holders' behalf in order
to pay any Canadian withholding tax for which such Holder is liable. In the case
of a U.S. Holder, pursuant to the Canada-United States Income Tax Convention,
the rate of withholding is generally 15%. Revenue Canada will not accept
CliniChem Common Shares in satisfaction of the withholding obligation and thus
BioChem will remit the proceeds from market sales of withheld shares to satisfy
such obligation. In the case of U.S. Holders who hold their BioChem Common
Shares through DTC, DTC will debit the broker-dealer's account for the amount of
cash equal to 15% of the fair market value of the dividended shares and remit
such amount to Revenue Canada. The broker-dealer will then debit the account of
such Holder for a like amount. However, in the case of Registered U.S. Holders,
BioChem needs to withhold 15% of the fair market value of the shares distributed
to such Holders and remit the proceeds from the sale of such shares to Revenue
Canada. Less than 1% of BioChem's Common Shares held by non-resident Holders are
held by Registered U.S. Holders. Such sales of CliniChem Common Shares will be
effected following the Distribution pursuant to Regulation S under the
Securities Act in one or more offshore transactions, including open-market
transactions on a Canadian stock exchange, which are not subject to the
registration requirements of the Securities Act and applicable state securities
laws. The distribution of the CliniChem Common Shares withheld may be effected
from time to time in one or more transactions on behalf of the Holder (which may
include block transactions) on either the Montreal Exchange or The Toronto Stock
Exchange, in negotiated transactions, through the writing of options on shares
(whether such options are listed on an options exchange or otherwise), or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. See "Income Tax
Considerations."

The general terms and conditions of the Distribution and the arrangements
between BioChem and CliniChem are set forth in the BioChem/CliniChem Agreements.
See "The Agreements and the Purchase Option."

Shareholders of BioChem with inquiries regarding the Distribution should
contact BioChem's principal executive office: BioChem Pharma Inc., 275
Armand-Frappier Blvd., Laval, Quebec, Canada H7V 4A7, Attn: Investor Relations;
Telephone: (514) 978-7771.

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<PAGE> 32

CLINICHEM PRO FORMA CAPITALIZATION

The following table sets forth the pro forma capitalization and certain
other balance sheet data of CliniChem as of February 6, 1998, as adjusted to
give effect to the contribution to capital by BioChem of $150 million by BioChem
to the capital of CliniChem, the filing of an amendment to the Articles and the
issuance to BioChem of CliniChem Common Shares and Class B Shares prior to the
Distribution. The data set forth below should be read in conjunction with the
Financial Statements and related Notes included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS AT PRO FORMA
AUTHORIZED FEBRUARY 6, 1998 FEBRUARY 6, 1998(1)
---------- ---------------- -------------------
(audited) (unaudited)
<S> <C> <C> <C>
Cash................................................ $ 1,000 $150,001,000
============ ============
Shareholder's equity:
Common Shares..................................... 1,000 1,000 --
(1,000 shares)
Class A Common Shares............................. Unlimited -- 167
(2,706,475 shares)
Class B Common Shares(2).......................... 1,000 -- 833
(1,000 shares)
Contributed Surplus............................... -- 150,000,000
------------ ------------
Total shareholders' equity.......................... $ 1,000 $150,001,000
============ ============
</TABLE>

- ---------------
(1) See footnotes (a) and (b) to the Pro Forma Balance Sheet on page F-7 for a
description of the pro forma adjustments reflected in the adjusted
balances.

(2) All Class B Shares issued and outstanding, as adjusted, are held by
BioChem.

REASONS FOR THE DISTRIBUTION AND EFFECTS ON BIOCHEM

BioChem is a leading biopharmaceutical company engaged in the research,
development and marketing of therapeutic products and the research, development,
manufacturing and marketing of vaccine and diagnostic products for a wide range
of infectious and other diseases. For the fiscal year ended December 31, 1997,
BioChem had operating revenue of $280.8 million and net income of $79.8 million.
At December 31, 1997, BioChem shareholders' equity was $498.1 million.

BioChem conducts its business through BioChem Therapeutic Inc., BioChem
Vaccines Inc., BioChem ImmunoSystems Inc. and BioChem's foreign subsidiaries.
BioChem's most significant therapeutic product is a novel nucleoside analog,
marketed under the brand name of 3TC, developed with Glaxo Wellcome for the
treatment of patients with HIV infection, including AIDS. The nucleoside analog
is marketed under the brand names 3TC or Epivir. Lamivudine, a different dosage
regimen of 3TC, is also being developed with Glaxo Wellcome as a treatment for
chronic hepatitis B infection, including in the pre- and post-liver transplant
setting to prevent graft re-infection by human hepatitis B virus. BioChem has
also developed, and is manufacturing and marketing, a line of vaccines including
whole virus and split virus influenza vaccines, a combined diphtheria tetanus
vaccine and a vaccine to prevent tuberculosis. BioChem has also developed and is
manufacturing an immunotherapeutic product used in the treatment of certain
superficial bladder cancers. BioChem's diagnostics operations are engaged in the
research, development, manufacturing and marketing of a wide range of diagnostic
products and automated laboratory analyzers for the detection of a variety of
infectious diseases, and for use in immunology, endocrinology and hematology.

At the time of the capital contribution, BioChem will record an investment
in CliniChem of $150 million. Under Canadian GAAP, BioChem will charge the
carrying value of the distribution to retained earnings on the date of the
declaration of the Distribution. Under U.S. GAAP, BioChem will charge the fair
market value of the distribution to retained earnings and will expense the
excess of the carrying value of its investment in CliniChem Common Shares over
the fair market value of these shares. The fair market value of the

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<PAGE> 33

CliniChem Common Shares will be determined by BioChem based on their closing
price on relevant stock exchanges on the Distribution Date. This difference
between the Canadian and U.S. GAAP treatment of the Distribution will be
disclosed in a reconciling note to BioChem's financial statements. BioChem will
recognize as revenue the payments from CliniChem under the Research and
Development Agreement and Research and Development Costs incurred by BioChem to
perform its obligations under the Research and Development Agreement will be
expensed as research and development expenses under Canadian and U.S. GAAP.

If BioChem exercises the Purchase Option, the Purchase Option Exercise
Price will be allocated between capitalized intangibles (for the value of
completed CliniChem Products) and in-process research and development (for the
value of research and development on-going under the CliniChem Programs). Under
generally accepted accounting principles in the United States, the value
attributed to in-process research and development will be immediately written
off as an expense, while under generally accepted accounting principles in
Canada it will be amortized over the period benefitted.

BioChem believes that the research and development work it has undertaken,
directly and through collaborators, in the therapeutic and vaccine areas has
yielded results which justify further research and development. However, a
substantial amount of additional research and development effort is required to
further develop the CliniChem Products to their potential commercialization.
Such opportunities involve significantly different risk/reward profiles as
compared to BioChem's established therapeutic, vaccine and diagnostic
businesses.

To continue the advancement of, and in certain cases accelerate, these
projects and programs, BioChem seeks strategic collaborations and ventures, such
as the Glaxo Wellcome collaboration, to provide complementary financing.
BioChem's strategy also involves actively seeking outside product opportunities
through joint ventures, licensing, acquisitions and strategic alliances with
both technology, marketing and geographic partners.

BioChem believes that the formation of CliniChem to conduct the CliniChem
Programs by BioChem, and the arrangements between BioChem and CliniChem, will
provide BioChem with the opportunity to continue to pursue and expand its
product commercialization business. BioChem believes that the arrangements with
CliniChem will significantly benefit BioChem shareholders:

- separating the risks associated with conducting the CliniChem Programs
from those associated with BioChem's established therapeutic, vaccine and
diagnostic businesses;

- allowing individual shareholders of BioChem to increase or decrease
their level of participation in the business of conducting the CliniChem
Programs by varying their level of investment in CliniChem;

- obtaining for BioChem the exclusive right to commercialize worldwide
(subject to pre-existing third-party rights) any developed CliniChem
Product, assuming BioChem's exercise of the Product Option with respect
to such product or exercise of the Purchase Option, thereby making it
possible for BioChem to capture a potentially greater return on the
products researched and developed with CliniChem than may otherwise be
possible from products researched and developed for commercialization in
conjunction with other third parties; and

- allowing BioChem's near-term financial results to continue to reflect
principally its established therapeutic, vaccine and diagnostic
businesses, through CliniChem's payment to BioChem for the Research and
Development Costs.

The foregoing potential benefits to BioChem shareholders of the
arrangements with CliniChem may, however, be offset by certain costs and
detriments, including but not limited to the following: BioChem's loss of
control over research and development activities to be conducted by or on behalf
of CliniChem, which instead will be overseen by CliniChem's Board of Directors;
the administrative costs to BioChem relating to the establishment of CliniChem,
including accounting and legal fees and costs; the potential cost of the
exercise of any of BioChem's options and potential royalties to CliniChem; and
the potential loss of income tax benefits to BioChem which may have been derived
from deduction by BioChem rather than CliniChem of research and development
expenses attributable to the CliniChem Programs.

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After reviewing BioChem's goals and objectives and considering other
possible methods of expanding its product line with proprietary therapeutic and
vaccine products that provide distinctive pharmaceutical and economic benefit,
BioChem's management and Board of Directors believe that continuing to pursue
the research and development of such products through the formation of CliniChem
and the Distribution will significantly benefit the BioChem shareholders. The
Board of Directors' final approval of this transaction was conditioned upon the
advice and the delivery of a written opinion of Merrill Lynch. Merrill Lynch has
delivered an opinion dated , 1998, substantially to the effect that,
based upon the factors recited in such opinion and the actions described below,
(i) from a financial point of view, the Distribution provides a reasonable
structure to pursue the financial objectives of BioChem set forth above and (ii)
from a financial point of view, the Distribution is fair to Holders.

In delivering its opinion, Merrill Lynch has undertaken, among other
things, the following actions: (a) a review of this Prospectus and certain other
material documents; (b) discussions with members of senior management of BioChem
with respect to the businesses and prospects of BioChem and CliniChem and the
strategic objectives of each; (c) discussions concerning the Distribution with
other representatives and advisors of BioChem; (d) a review of financial and
other information concerning BioChem (with and without CliniChem) that was
either publicly available or was furnished to it by BioChem; (e) a review of
historical prices and trading volumes of the BioChem Common Shares; (f) a review
of the terms and conditions of transactions that are similar to the transactions
contemplated in connection with the Distribution; and (g) a review of such other
financial studies and analyses as it deemed to be appropriate.

The opinion states that Merrill Lynch has relied on the accuracy and
completeness of all information supplied or otherwise made available to it,
discussed with or reviewed by or for it, or publicly available (including the
information contained in this Prospectus), and Merrill Lynch has not assumed any
responsibility for independently verifying such information or undertaken an
independent evaluation or appraisal of any of the assets or liabilities of
BioChem (with or without CliniChem) or been furnished with any such evaluation
or appraisal. In connection with this opinion, Merrill Lynch has not been asked
to, nor has it provided any opinion as to, the valuation or future performance
of CliniChem as an independent public company following the Distribution.

In its opinion, Merrill Lynch does not opine on or give assurances of the
price at which the BioChem Common Shares will actually trade after announcement
of the Distribution or the price at which the CliniChem Common Shares will
actually trade after the Distribution. The opinion notes that such trading
following the Distribution may be characterized by a redistribution among
existing shareholders and other investors and that, accordingly, the BioChem
Common Shares and the CliniChem Common Shares may trade during such period at
prices below those at which they would trade on a fully distributed basis. In
addition, the opinion does not address whether the funds invested by BioChem or
CliniChem will be adequate to accomplish the objective of successfully
conducting the CliniChem Programs.

BioChem will pay Merrill Lynch a fee of US$2.5 million for its services in
connection with the Distribution. The receipt of this fee is contingent upon the
consummation of the Distribution. Merrill Lynch will also be reimbursed for up
to US$200,000 of expenses that it has incurred or will incur in rendering its
services. BioChem has agreed to indemnify Merrill Lynch against certain
liabilities and expenses in connection with its services as financial advisor.
Merrill Lynch may actively trade BioChem Common Shares and may, in the future,
trade CliniChem Common Shares for its own account and for accounts of customers
and, accordingly, may at any time hold a long or short position in such
securities.

BioChem selected Merrill Lynch as its financial advisor because it is a
nationally recognized investment banking firm that has substantial experience in
transactions similar to the Distribution.

Although Merrill Lynch participated in certain of the discussions regarding
the Distribution, the terms of the Distribution were determined by BioChem's
Board of Directors.

Hambrecht & Quist LLC was also retained by Biochem in connection with this
transaction.

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<PAGE> 35

BUSINESS OF CLINICHEM

GENERAL

CliniChem was incorporated by articles of incorporation under the Canada
Business Corporations Act (the "CBCA") by BioChem in January 1998 to conduct
research and development of potential human therapeutic and vaccine products
primarily for the treatment of cancer and HIV infection, including AIDS, and the
prevention of certain infectious diseases. CliniChem has not conducted any
business to date and has no employees. Its three officers are full-time
employees of BioChem. CliniChem does not intend to perform any research,
development or other activities itself, but rather will contract with BioChem to
perform all such activities pursuant to the terms of the Research and
Development Agreement. The CliniChem Programs initially to be conducted under
the Research and Development Agreement are the development of (i) BCH-4556, a
novel nucleoside analog to treat various forms of cancer, (ii) BCH-10652, a
novel nucleoside analog to treat HIV infection, including AIDS (iii) small
molecules to treat solid cancer tumors by inhibiting angiogenesis through the
antagonism of the a(n)b(3) receptor, (iv) recombinant protein vaccines to
prevent infection by: (a) Neisseria meningitidis, (b) Streptococcus pneumoniae,
(c) Neisseria gonorrhoeae, (d) Haemophilus influenzae non typeable, (e)
Streptococcus Group B and (f) Chlamydia pneumoniae. BioChem has the right, with
the consent of the Board of Directors of CliniChem, to expand the scope of the
CliniChem Programs and to select additional development programs to be conducted
as substitutes for, or in addition to, the Therapeutic Program and the Vaccine
Program.

In order to clinically test, manufacture and market drug products for
therapeutic use, rigorous mandatory procedures and standards established by the
regulatory agencies must be satisfied. See "--Government Regulation".

CliniChem's belief in the potential efficacy of some of the CliniChem
Products is based upon pre-clinical studies performed by BioChem or other third
parties. Neither BioChem nor CliniChem has received FDA approval to begin
clinical trials on any CliniChem Product other than BCH-4556, and neither
CliniChem nor BioChem has received FDA approval for the manufacturing and/or
marketing of any of the CliniChem Products. Consequently, there can be no
assurance that the CliniChem Products or any other products selected for
research and development will receive the necessary FDA approvals, that either
CliniChem or BioChem will commence manufacturing or marketing of any of the
CliniChem Products or as to when manufacturing and marketing of the CliniChem
Products will commence.

In order to conduct its business, CliniChem will depend substantially on
BioChem and BioChem's licensors for rights to use BioChem Technology, for
research and development activities, for administrative services and, if BioChem
exercises the Product Option, for the commercialization of CliniChem Products.
After the expiration of the Product Option for a CliniChem Product, CliniChem
may also perform directly, or engage other third parties to perform on its
behalf, the commercialization of such CliniChem Product. However, it is likely
that BioChem will be responsible for executing substantially all of the
operational activities necessary for CliniChem's business following the
Distribution and continuing through completion of the development stage of the
CliniChem Products, and that the Available Funds will be used primarily to fund
these activities under the Research and Development Agreement and the Services
Agreement and to pay the Technology Fee. CliniChem's Board of Directors will be
responsible for determining which products will be pursued, and for approving
the work plans and other cost estimates therefor. CliniChem's Board of Directors
will supervise and review BioChem's ongoing activities on behalf of CliniChem.
See "Risk Factors--Dependence on BioChem"; "--Uncertainty Regarding Sufficient
Availability of BioChem Research and Development Personnel and Facilities."

Prior to the Distribution, BioChem will contribute $150 million in cash to
CliniChem as a capital contribution. As the holder of the majority of the
outstanding Class B Shares following the Distribution, BioChem will have the
option to acquire all (but not less than all) of the outstanding CliniChem
Common Shares under specified conditions. BioChem has also granted certain
technology licenses and agreed to make specified payments on sales of certain
products in consideration, inter alia, for the payment by CliniChem of the
Technology Fee. In the early years, CliniChem's revenues are expected to be
primarily derived from investment income. In later years, if BioChem were to
exercise its Product Option for any CliniChem Product, or if a CliniChem Product
were commercialized by CliniChem itself or by a third party on behalf of
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<PAGE> 36

CliniChem, CliniChem would derive revenues and/or royalties from sales of the
CliniChem Products or from amounts paid to CliniChem by BioChem or third parties
for the rights to commercialize such CliniChem Products. Until the exercise or
the expiration of the Purchase Option, all such amounts paid to CliniChem by
BioChem will constitute Available Funds.

Unless otherwise indicated, information regarding the number of persons
diagnosed with a particular disease, fatality rates associated with a particular
disease or indication or potential size of a market for treatment of a
particular disease has been obtained from sources published by the World Health
Organization (the "WHO") and the Centers for Disease Control in the United
States (the "CDC").

THE CLINICHEM PROGRAMS

BCH-4556

BCH-4556 is a nucleoside analog being developed to treat various forms of
cancer. Nucleoside analogs, such as gemcitabine and Ara-C, are used in the
treatment of cancer. Nucleoside analogs inhibit tumor growth by preventing cell
replication. Currently marketed nucleoside analogs have two major disadvantages
that impair their anti-cancer activity and have limited their use to date.
First, they are rapidly deaminated, which leads to a loss of efficacy and to the
resistance of the cancer to treatment. Second, existing nucleoside analogs are
typically unable to completely stop cell division and therefore do not optimally
treat cancer. BCH-4556 is a nucleoside analog which CliniChem believes will
provide significant benefits in treating various forms of cancer due to its
novel structure. Discovered and synthesized by BioChem scientists, BCH-4556 is
structurally different from currently marketed nucleoside analogs. BCH-4556 is
not vulnerable to deamination and may be able to completely stop cell division.
CliniChem believes that both of these characteristics could lead to improved
efficacy compared to other currently marketed nucleoside analogs. CliniChem
plans to administer BCH-4556 initially by intravenous injection, but is also
examining an oral formulation.

BCH-4556 was selected for clinical development based on the activity it
demonstrated against a variety of human tumors grown in immunocompromised mice
and against human tumor cells taken directly from patients. Phase I safety and
pharmacokinetic studies are currently in progress in advanced stage cancer
patients with solid cancer tumors. A single dose regimen is being evaluated in
collaboration with the National Cancer Institute of Canada. Two additional
multiple dose regimens are being conducted in the United States. CliniChem plans
to conduct Phase II clinical trials with BCH-4556 in 1998 targeting various
types of cancer (e.g. renal, prostate, breast, ovarian, colorectal, non-small
cell lung, pancreatic, head and neck, leukemia and melanoma). CliniChem expects
the initial pilot Phase II studies to demonstrate the types of cancer in which
BCH-4556 shows activity. If it obtains positive results, CliniChem will then
focus on certain types of cancer in the Phase II/III trials.

According to Data Monitor Healthcare Reports, 1997; Cancer to 2005,
approximately 8 million people worldwide are diagnosed each year with cancer.
The worldwide market for anti-cancer treatments in 1996 was approximately
US$10.2 billion, or 4.3% of the global pharmaceutical market. In 1996, the
anti-cancer market grew by approximately 12% over the previous year. Factors
influencing the strong growth in the cancer market include: (a) increased
incidence of cancer; (b) improved diagnosis; and (c) development of effective
adjunct therapies which enable more intense, more effective and more widespread
use of chemotherapy. The increased incidence of cancer is due to many factors,
including: (a) worldwide population growth; (b) longer life expectancies; and
(c) increased exposure to carcinogenic environmental or dietary factors.

BCH-10652

BCH-10652 is a compound being developed for the treatment of HIV infection
and AIDS which has been shown to stop the replication of the HIV virus in vitro.
BCH-10652 is a nucleoside analog with a novel structure which targets the HIV
reverse transcriptase enzyme. By targeting the reverse transcriptase enzyme,
BCH-10652 appears to interfere with the transcription of viral RNA to viral DNA,
a process necessary for HIV replication. Other nucleoside analogs, such as AZT
and 3TC, also inhibit the reverse transcriptase enzyme. However, BCH-10652
appears to be capable of inhibiting the replication of HIV viruses that have
become resistant to other nucleoside analogs and protease inhibitors. CliniChem
believes this property may give BCH-10652 a role in the treatment of both
HIV-infected patients in whom standard triple combination

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regimens are no longer effective and patients who have never received anti-HIV
therapy (first-line therapy). The current approach to HIV treatment usually
relies on triple combination therapy, typically two nucleoside analogs and a
protease inhibitor.

Various pre-clinical tests performed to assess the safety of BCH-10652 have
indicated a good safety profile for this compound. Because of the long-term use
of HIV infection treatments, a safe compound has a significant competitive
advantage. CliniChem expects to begin Phase I human trials in mid-1998. The
studies will assess the safety profile and pharmacokinetics of BCH-10652. The
results of the trials should enable CliniChem to select two or three doses for
the subsequent Phase I/II trials, which will be designed to assess the safety
and efficacy of BCH-10652 in HIV-infected individuals.

According to Worldwide Antiretroviral Sales, IMS Report, 1997, in 1997, the
antiretroviral (anti-HIV) market was approximately US$2 billion in sales,
divided between reverse transcriptase inhibitors (US$1.2 billion) and protease
inhibitors (US$800 million). The vast majority of the sales were generated in
North America, Western Europe and Japan. The WHO estimates that, as of the end
of 1997, over 30 million people worldwide had been infected with HIV, the virus
that causes AIDS. It is generally believed that the vast majority of individuals
infected with HIV will ultimately develop AIDS, which currently has a very high
fatality rate. Assuming that trends in many parts of the world will continue,
the WHO estimates that, by the year 2000, more than 40 million people worldwide
will have been infected with HIV.

ANGIOGENESIS INHIBITORS

Angiogenesis is the process whereby new blood vessels are formed. Over the
last few years, it has been recognized that tumor growth is dependent upon the
formation of new blood vessels to supply the cancer mass with oxygen and
nutrients and to remove carbon dioxide and other metabolic products.
Consequently, angiogenesis is required for the growth and proliferation of
cancer tumors. The inhibition of angiogenesis, therefore, may prevent tumor
growth.

One of the required elements of the angiogenic process is the activation of
the a(n)b(3) receptor. BioChem is pursuing the discovery and development of
small molecules that block the receptor and thus should inhibit solid cancer
tumor growth and progression. Such molecules are expected to be utilized in
combination with standard chemotherapeutic agents to treat a wide variety of
solid cancer tumors. BioChem scientists are currently collaborating with Beth
Israel Deaconess Hospital in Boston, Massachusetts to develop assays and with
Amrad Natural Products Pty Ltd ("ANP") in Melbourne, Australia to identify and
characterize novel, small molecules that inhibit tumor-associated angiogenesis.
To date, BioChem has identified two classes of small molecules that have
demonstrated activity in in vitro angiogenesis models through a(n)b(3)
antagonism. CliniChem will continue to pursue the angiogenesis inhibitor program
with the objective of identifying drug candidates suitable for clinical
development.

There is no product currently marketed which has been approved for the
treatment of cancer by inhibiting angiogenesis. However, there are a number of
agents in pre-clinical and clinical development which are being studied alone or
in conjunction with chemotherapeutic agents. Due to the nature of the angiogenic
process, these agents are likely to be administered over a long period of time
to prevent angiogenesis. If effective in preventing the recurrence of cancer
tumors, CliniChem believes that the market for these angiogenesis inhibitors may
be substantial. CliniChem also believes that such products, if successfully
developed, could be used as: (a) an adjunct to chemotherapy or radiotherapy; (b)
a follow-up to chemotherapy to prevent recurrence of the tumors and metastases;
(c) therapy for large, slow-growing tumors that are less responsive to cytotoxic
chemotherapy; and (d) first-line therapy to bypass drug resistance.

VACCINES

Vaccines are antigens, frequently formulated with an adjuvant (an agent
added to antigens to enhance their immunogenicity), that stimulate the immune
system to induce protective immunity. CliniChem intends to develop recombinant
protein vaccines against numerous bacterial infections for which there are no
vaccines currently available or for which existing vaccines have low efficacy.
CliniChem will initially focus its efforts on the development of candidate
vaccines against bacterial diseases related to infections of Neisseria
meningitidis (bacterial meningitis) and Streptococcus pneumoniae (pneumonia,
meningitis, otitis media (acute middle ear

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infections)) and is also developing vaccines against infections of Neisseria
gonorrhoeae (gonorrhea), Haemophilus influenzae non typeable (otitis media),
Streptococcus Group B and Chlamydia pneumoniae.

Most vaccines available today are polysaccharide vaccines or conjugate
polysaccharide vaccines. Polysaccharide vaccines suffer from a number of
disadvantages. First, polysaccharide vaccines are T-cell independent antigens,
which give rise to no immune memory effect. They therefore only produce
short-term immunity. Second, the existing polysaccharide vaccines generally are
poorly immunogenic in children. Therefore, they do not produce strong or long
lasting immunity in young children, and are non-immunogenic in children under
two years of age. Third, they do not elicit good secondary responses and,
therefore, they cannot be used to produce a booster effect. Furthermore, there
is a strong antigenic variation between the polysaccharides of different
bacterial strains of the same bacteria which necessitates the combination of
multiple antigens to ensure a broader immunity. In other words, different
bacterial strains have unique polysaccharides, making it difficult for a single
polysaccharide vaccine to provide global protection against a broad range of
strains of bacterium. Consequently, numerous polysaccharide antigens must be
administered to protect against multiple strains of a bacterium. The production
of such multi-valent vaccines is time consuming and expensive. Finally, there
are certain infections for which no polysaccharide vaccines currently exist.

In part to overcome certain limitations of polysaccharide-based vaccines,
conjugate polysaccharide vaccines have been and are currently being developed.
One such vaccine to protect against Haemophilus influenzae type B is currently
marketed. These conjugate polysaccharide vaccines couple a polysaccharide-based
vaccine with a protein carrier. Because of the protein carrier, conjugate
polysaccharide vaccines induce a T-cell dependent response, which induces a
memory effect and can be used to produce a booster effect. These conjugate
polysaccharide vaccines, however, have their own limitations. Because of the
limited number of conjugate polysaccharide vaccines that can be combined in a
single dose, current conjugate polysaccharide vaccines provide protection
against only a limited number of strains of a bacterium. In addition, because of
the conjugation process, conjugate polysaccharide vaccines are expensive, time
consuming and difficult to manufacture.

BioChem is currently developing recombinant protein vaccines that attempt
to overcome the problems and limitations of both polysaccharide vaccines and
conjugate polysaccharide vaccines. BioChem's recombinant protein vaccines are
T-cell dependent. CliniChem believes these vaccines will produce (a)
immunogenicity in children under the age of two and (b) a better and
long-lasting immunity in people of all ages. In addition, CliniChem believes
that the development of a vaccine based on a common and conserved antigen in all
the strains of a given bacteria should allow the design of a single protein
vaccine that could provide global protection against multiple strains of a
bacterium. Furthermore, such vaccines should be easier to manufacture and could
be more easily combined with other existing or developed vaccines for other
diseases.

Although CliniChem's recombinant protein vaccines are currently being
developed to be administered by injection, BioChem is working on a new
formulation of its vaccines to be administered nasally. CliniChem believes nasal
administration will have distinct advantages over delivery by injection used for
most vaccines. Nasal delivery is more convenient, as it does not require
injections and may not require the intervention of medical personnel. It can
therefore be easily administered. Second, it is believed that the nasal mode of
vaccine administration would induce a mucosal immune response in all the mucosal
membranes of the body. This should give better protection for diseases
propagated through the respiratory tract or transmitted sexually because nasal
delivery should induce a local mucosal immune response in addition to the more
conventional systemic immunity. It is expected that the nasal administration of
antigens would induce the production of local IgA in the respiratory tract,
thereby producing a local antibody barrier to infection. There is also evidence
that it could induce a mucosal immune response at the surface of all the mucosal
membranes, including the vagina, thereby protecting against sexually transmitted
diseases.

BioChem is working on the development of recombinant protein vaccines
against the following bacterial infections:

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Neisseria meningitidis

Neisseria meningitidis ("N. meningitidis") causes both endemic and epidemic
disease, principally meningitis and meningococcal septicemia. The current
polysaccharide vaccine has antigens associated with only four (A, C, W135 and Y)
of the twelve serogroups (groups of bacterial strains that share a common
capsular polysaccharide antigen) of N. meningitidis. BioChem has discovered a
protein that appears to hold potential for the development of a new human
vaccine against all strains of N. meningitidis, including serogroup B strains,
which are prevalent and for which no vaccine currently exists. CliniChem
believes that this protein is present in all meningococcal isolates and that it
is exposed at the surface of intact meningococcal cells, where it is accessible
to antibodies. CliniChem believes that this vaccine will have all the benefits
of recombinant protein vaccines described above.

In pre-clinical work, BioChem used its candidate vaccine to immunize mice
in order to evaluate the vaccine's ability to confer protection against an
infection by injection of a lethal dose of N. meningitidis strain of serogroup
B. This pre-clinical work showed that the purified protein was immunogenic and
protective when administered with an adjuvant. The antibodies present in the
serum fraction of the blood obtained from the immunized mice recognized
BioChem's recombinant protein as well as the native N. meningitidis protein. The
antibodies killed N. meningitidis bacteria. This type of bactericidal activity
is commonly recognized as being indicative of protection. The recombinant
vaccine was also injected into monkeys. The monkeys, like the mice, developed
antibodies that were shown to kill N. meningitidis bacteria. BioChem has
developed a manufacturing process in anticipation of clinical trials which
CliniChem expects to begin in 1998.

Acute meningitis and meningococcal septicemia have a high rate of
mortality. The latest outbreak in Sub-Saharan Africa, in 1996, affected over
100,000 people and claimed at least 10,000 lives. The WHO estimates that
approximately 35,000 of the 310,000 cases reported worldwide each year are
fatal. The development of a highly effective vaccine against meningococcal
infection is a research priority identified by the WHO and by the Committee of
the Children's Vaccine Initiative of the United States.

In the United States, infection by N. meningitidis is the second most
common cause of bacterial meningitis (approximately 20% of all cases), affecting
approximately 4,000 people each year. The fatality rate is approximately 10% for
meningococcal meningitis and 20% for meningococcal septicemia, despite therapy
with antimicrobial agents such as penicillin. The incidence of endemic
meningococcal meningitis is highest among children aged 6-12 months and then
steadily declines with age. By 5 years of age, the incidence approximates that
for adults. Serogroup B, for which no vaccine exists, accounts for about 50%-55%
of all cases of infection by N. meningitidis. While serogroup A causes only a
small portion of endemic disease in the United States, it is the most common
cause of epidemics in developing countries.

Streptococcus pneumoniae

Streptococcus pneumoniae ("S. pneumoniae") infections are among the leading
causes worldwide of illness and death in young children, persons with underlying
debilitating medical conditions, and the elderly. S. pneumoniae infection is a
cause of meningitis, pneumonia and otitis media. S. pneumoniae has 90 different
serotypes. A polysaccharide vaccine against the 23 most common serotypes has
been available since the early 1980s. It is only 60% effective in preventing S.
pneumoniae-caused meningitis and pneumonia and is not currently used to prevent
otitis media. BioChem has discovered a conserved protein (HSP72) located at the
surface of all 90 serotypes of S. pneumoniae. The HSP72 protein is highly
conserved among streptococcal isolates and is exposed at the surface of intact
S. pneumoniae cells, where it is accessible to the antibodies. CliniChem
believes that this protein will allow it to develop a new human vaccine against
all serotypes of S. pneumoniae-caused diseases.

In pre-clinical work, BioChem used its candidate vaccine to immunize mice
in order to evaluate the vaccine's ability to confer protection against an
infection by injection of a lethal dose of S. pneumoniae. This pre-clinical work
showed that the HSP72 protein can induce an immune response in mice which is
protective against such a lethal challenge. The antibodies isolated from mice
vaccinated with the recombinant vaccine effectively recognized and adhered to
the native pneumococcal HSP72 protein. In separate experiments, the recombinant
HSP72 protein was also injected into monkeys. The immunization of monkeys, like
the immunization of mice, showed that a strong specific antibody response was
induced.

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Each year, S. pneumoniae accounts for three to six thousand cases of
meningitis, 500,000 cases of pneumonia and seven to ten million cases of otitis
media in the United States alone. Case fatality rates vary by age and the
underlying illness of the patient. According to the CDC the case fatality rates
for some immunocompromised and other high-risk patients have been reported to be
higher than 55% for meningitis and 40% for pneumonia, despite appropriate
antibiotic therapy. In children, S. pneumoniae causes approximately 30% of
otitis media.

CliniChem believes that S. pneumoniae-caused diseases will become more
difficult to effectively manage as strains resistant to antibiotic therapies
become more prevalent. In the past, S. pneumoniae was almost uniformly
susceptible to penicillin, allowing most physicians to treat persons with severe
infections with penicillin alone without testing for antibiotic resistance.
However, since the late 1980s, resistance to penicillin and other antibiotic
agents has spread rapidly. Investigations by CDC of S. pneumoniae-caused
diseases have revealed that, in some areas of the United States, as many as 30%
of disease causing S. pneumoniae strains are not susceptible to penicillin. A
smaller percentage of disease causing S. pneumoniae strains are also resistant
to multiple antibiotic therapies.

Neisseria gonorrhoeae

Infections due to Neisseria gonorrhoeae ("N. gonorrhoeae") are a major
cause of pelvic inflammatory disease, tubal infertility, ectopic pregnancy and
chronic pelvic pain in the United States. Based upon evaluations made by the
CDC, approximately 326,000 cases of gonorrhea were reported in the United States
in 1996, a rate of 124 cases per 100,000 persons. Because 29% of the N.
gonorrhoeae isolates collected in 1996 were resistant to penicillin,
tetracycline or both, antimicrobial resistance remains an important
consideration in the treatment of gonorrhea.

BioChem believes it has discovered a conserved surface protein that is a
candidate for a recombinant vaccine against infection by N. gonorrhoeae. This
protein is present at the surface of all gonococcal strains evaluated by BioChem
to date. BioChem scientists have sequenced the gene coding for this conserved
protein and have injected animals with the recombinant protein.

In pre-clinical work, BioChem used its candidate recombinant vaccine to
immunize mice in order to evaluate the protein's ability to confer protection
against bacterial infection of N. gonorrhoeae in an animal model. This
pre-clinical work showed that the recombinant gonococcal protein was immunogenic
in mice. BioChem is evaluating this recombinant gonococcal protein in further
experimental animal models of injection.

Haemophilus influenzae

Haemophilus influenzae ("H. influenzae") is a bacterium that is considered
a major human pathogen. There are two types of H. influenzae: the encapsulated
form that has six antigenetically distinct capsular types (types a to f) and the
unencapsulated form (non typeable) that may cause diseases of less virulence
than the encapsulated form. The unencapsulated form is recognized as responsible
for acute respiratory infections, chronic bronchitis, otitis media (40% of all
cases), bacteremia and meningitis (5% of all cases). H. influenzae non typeable
is among the five most common causes of community-acquired pneumonia (between 5%
to 15% of the 500,000 hospital admissions annually in the United States).
Annually, there are typically approximately 4,000 cases of invasive disease in
adults including bacteremic pneumonia (70%), obstetric infections, epiglottis,
meningitis and tracheobronchitis listed to H. influenzae non-typeable. A
conjugate polysaccharide vaccine effective against H. influenzae type B exists
but there is no vaccine currently available against H. influenzae non typeable.

BioChem has identified a membrane surface exposed protein of H. influenzae
that is highly conserved at the surface of various H. influenzae strains.
CliniChem believes that this protein is common and conserved in all the strains
of H. influenzae.

In pre-clinical work, BioChem used its candidate recombinant vaccine to
immunize mice in order to evaluate the protein's ability to confer protection
against H. influenzae bacteria. This pre-clinical work showed that the HI-15
protein used with QuilA as an adjuvant is immunogenic in mice. Vaccination of
mice with the HI-15 recombinant protein enhanced respiratory clearance in an
experimental animal model of pulmonary

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infection. In a similar experimental model, intravenous administration of
specific antibodies to the HI-15 protein was also shown to increase respiratory
clearance. In a systemic model of infection, vaccination with the recombinant
HI-15 protein conferred protection against injection of a lethal dose of H.
influenzae.

Streptococcus Group B

Streptococcus Group B ("Strep B") is classified under seven serotypes based
on their capsular polysaccharide antigenicity and two subtypes based on the
antigenic characteristics of their surface proteins. Strep B causes invasive
disease and is the most common cause of sepsis and meningitis in newborns in the
United States. Two of every 1,000 infants in the United States develop Strep B
infection within the first three months of life. Case fatality rates are
estimated to be between 5% and 20% for newborns and between 15% and 32% for
adults.

In pre-clinical work, BioChem used its candidate recombinant vaccine to
immunize mice in order to evaluate the protein's ability to confer protection
against Strep B bacteria. This pre-clinical work showed that the recombinant
GBS-1 protein is immunogenic and protective in mice. The protein has been
sequenced by BioChem scientists. The presence of the protein has been observed
so far in all serotypes evaluated.

Chlamydia pneumoniae

According to 1994 estimates of the American Heart Association,
approximately 57.5 million Americans have one or more forms of cardiovascular
disease, among whom approximately 13.7 million have coronary heart disease and
approximately 3.9 million have strokes. Cardiovascular diseases claimed
approximately 955,000 lives in 1994. Coronary heart disease is most commonly
caused by atherosclerotic narrowing of the coronary arteries. It is likely to
produce angina pectoris, heart attack or both.

Chlamydia pneumoniae ("C. pneumoniae") infections may play a role in
atherosclerosis in heart diseases. The organism is often presented in upper and
lower respiratory tract infections and has been thought recently to contribute
to the process of atherosclerosis. However, substantially more research will be
needed in order to confirm this hypothesis. A vaccine against C. pneumoniae
would offer a viable alternative or supplement to current management of heart
diseases.

BioChem's research program on Chlamydia pneumoniae is at an early stage.

POTENTIAL RESEARCH AND DEVELOPMENT EXPENDITURES

The following is a preliminary budget of anticipated expenditures by
CliniChem with respect to the conduct of the initial CliniChem Programs.
CliniChem expects that substantial additional funding will still be required to
commercialize all of the CliniChem Products. Based on CliniChem's current
development schedule, CliniChem does not expect that most of the CliniChem
Products will reach commercial marketability prior to expenditure of all of the
Available Funds. See "Risk Factors--No Assurance of Sufficient Funds." Due to
the long-range nature of the development plans, CliniChem, in consultation with
BioChem, reserves the right to reallocate funds as it deems appropriate,
including investments in additional products.

<TABLE>
<CAPTION>
CALENDAR YEAR
----------------------------------------------------------------------------
1998 1999 2000 2001 2002 TOTAL
--------- --------- --------- --------- --------- -----------
(in millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
CliniChem Programs:
Therapeutic Program..................... $ 17.9 $ 19.6 $ 18.7 $ 20.7 $ 15.9 $ 92.8
Vaccine Program......................... 11.2 14.3 15.0 14.3 14.4 69.2
--------- --------- --------- --------- --------- -----------
Total Research and Development Costs.... $ 29.1 $ 33.9 $ 33.7 $ 35.0 $ 30.3 $ 162.0
========= ========= ========= ========= ========= ===========
</TABLE>

The estimated Research and Development Costs set forth above are based upon
projected development of the CliniChem Products in accordance with the Research
and Development Agreement and pursuant to the CliniChem Programs. Research and
Development Costs include costs of pre-clinical studies; costs of Phase I, Phase
II and Phase III human clinical trials; and costs of filing with the FDA and/or
the HPB (or similar governmental bodies in other countries). The above estimates
will change as CliniChem Products are researched and developed. Because of the
long-range nature of any pharmaceutical product research and

40
<PAGE> 42

development plan, research and development of a particular product or products
could accelerate, slow down or be discontinued; research and development with
respect to additional CliniChem Products could be commenced; technology or
products could be purchased or licensed; and other unforeseen events could
occur, all of which would significantly affect the timing and amount of
expenditures. See "Risk Factors--No Assurance of Successful Final Development of
the CliniChem Products."

PATENTS

BioChem has been granted certain patents worldwide and has pending patent
applications worldwide relating to the CliniChem Programs. It is expected that
BioChem will attempt to secure patent coverage to protect each of the CliniChem
Products. Any such patents will be owned by BioChem, included among the
Developed Technology and licensed to CliniChem pursuant to the Technology
License Agreement. BioChem believes that these current patents, and patents
relating to the CliniChem Programs that may be obtained in the future, are
important to its future operations and to CliniChem.

BioChem currently holds a United States patent claiming BCH-4556 and
related compounds, as well as issued patents and pending applications in
numerous countries covering BCH-4556 and methods of using the same. BioChem also
holds a United States patent claiming processes for preparing BCH-4556 and
related compounds, and numerous issued patents and pending applications
worldwide claiming processes of preparing BCH-4556 and related compounds.

BioChem holds an issued patent in the United States claiming BCH-10652 and
related compounds, as well as issued patents and pending applications in
numerous countries claiming BCH-10652, processes of preparation and methods of
using the same to treat viral infections, including HIV.

BioChem has numerous patent applications pending worldwide claiming
proteins of N. meningitidis and N. gonorrhoeae and vaccines containing such
proteins. BioChem also has numerous patent applications pending worldwide
claiming the HSP72 heat shock protein of S. pneumoniae and its use in vaccines.

Patent protection generally has been important in the pharmaceutical
industry, and the commercial success of the CliniChem Products may depend, in
part, upon BioChem's ability to obtain and enforce patent protection. Although
BioChem's existing patents, pending patents, and any patents obtained in the
future may be of importance to CliniChem, there can be no assurance that any
additional patents will be issued or that any patents now or hereafter issued
will be of commercial benefit.

The grant of a patent is not conclusive as to such validity or
enforceability of the claims therein. The validity and enforceability of a
patent after its issuance by the United States Patent Office can be challenged
in litigation and reexamination proceedings, and the validity of a patent
granted by the European Patent Office can be challenged through opposition
proceedings. If the outcome of such litigation or proceeding is adverse to the
owner of the patent, third parties may then be able to use the invention
pertaining to the patent, in some cases without payment. There can be no
assurance that patents covering the CliniChem Products, if and when issued, will
not be infringed or successfully avoided through design innovation.

As of the date of this Prospectus, to the knowledge of CliniChem, the only
significant proceeding against BioChem in relation to the CliniChem Programs is
that Emory University of Atlanta, Georgia has filed an opposition to BioChem's
granted European patent application covering BCH-4556. BioChem is vigorously
defending its application.

It is also possible that third parties will obtain patents or other
proprietary rights that might be necessary or useful to BioChem or CliniChem in
connection with the CliniChem Programs. An examined patent application, claiming
use of stress proteins for the preparation of vaccines, filed by the Whitehead
Institute for Biomedical Research, has been published for opposition in Europe.
Oppositions to this application have been filed by BioChem as well as another
party and BioChem is vigorously opposing this application. There is no
assurance, however, that BioChem will be successful in defeating these claims.
The Whitehead Institute holds a corresponding patent in Canada and may have
pending applications in other countries. In the event that BioChem were to be
unsuccessful in challenging the claims in the Whitehead patents, there is no
assurance that BioChem would be able to obtain a license to these patents, which
may be required to commercialize the S. pneumoniae vaccine based on the HSP72
heat shock protein. In cases where third parties are the first to

41
<PAGE> 43

invent a particular product or technology, it is possible that those parties
will obtain patents that will be sufficiently broad so as to prevent BioChem or
CliniChem from using certain BioChem Technology or from marketing certain
CliniChem Products. If licenses from third parties are necessary and cannot be
obtained, commercialization of such CliniChem Products could be delayed or
prevented. Third parties may claim that the CliniChem Products infringe their
patents; in such event BioChem or CliniChem would need to defend against such
claims. Defense of such claims could be costly and time consuming. If licenses
to the third party's patents are available, the payments required by the third
parties could be significant.

In addition, CliniChem may use unpatented technology. There can be no
assurance that others will not develop similar technology. Under the terms of
certain of the license and collaboration agreements to which BioChem is a party
and which relate to the CliniChem Programs, BioChem is obligated to exercise
diligence and make certain royalty and milestone payments as well as incur costs
related to filing and prosecuting the underlying patents. Certain agreements are
terminable by either party upon notice if the other party defaults in its
obligations. Should BioChem default under any of its agreements, BioChem and
therefore CliniChem may lose its right to market and sell CliniChem Products
based upon such licensed technology. In addition, there can be no assurance that
BioChem's licensors will meet their obligations to BioChem pursuant to such
licenses. In such event, CliniChem's results of operations and business
prospects would be materially and adversely affected. See "The Business of
CliniChem--The CliniChem Programs." See "Risk Factors--Uncertainty Regarding
Patents and Proprietary Technology; Unpredictability of Patent Protection."

CliniChem will substantially depend on BioChem Technology licensed to
CliniChem pursuant to the Technology License Agreement. Some of the BioChem
Technology is licensed to BioChem by third parties. BioChem does not expect the
termination of such third party licenses to interfere with the CliniChem
Programs.

FACILITIES AND PERSONNEL

CliniChem is not expected to hire any employees or to acquire any real
property or tangible assets prior to completion of the development stage of the
CliniChem Products. However, pursuant to the Research and Development Agreement,
BioChem has been engaged by CliniChem to conduct the CliniChem Programs under
work plans and cost estimates recommended by BioChem and accepted by CliniChem.
Decisions as to whether and/or when to hire employees, purchase property or
assets, perform administrative functions, engage BioChem to perform
administrative services under the Services Agreement, engage others to do so or
engage third parties other than or in addition to CliniChem to perform research
and development activities will be made by CliniChem. BioChem believes that its
facilities are sufficient for the current development of the CliniChem Programs
but expects that additional facilities and personnel will be required for the
long-term development of such programs. The timing and extent of such additional
facilities will turn, in large part, on the success of CliniChem in pursuing the
CliniChem Programs.

GOVERNMENT REGULATION

Regulation by governmental authorities in Canada, the United States and
other countries will be a significant factor in the production and marketing of
the CliniChem Products and in the conduct of the CliniChem Programs.

The laws of most countries require the licensing of manufacturing
facilities, carefully controlled research and extensive testing of products.
Biopharmaceutical companies must establish production complying with good
manufacturing practices, the safety and efficacy of their new products and
control over marketing activities before being allowed to market their products.
The safety and efficacy of a new drug must be shown through clinical trials of
the drug carried out in accordance with the mandatory procedures and standards
established by regulatory agencies.

In Canada, the manufacture and sale of new drugs are controlled by the HPB.
New drugs must pass through a number of testing stages including pre-clinical
testing and clinical trials. Pre-clinical testing involves testing pharmacology
and toxicology in vitro and in animals. Successful results (i.e., potentially
valuable pharmacological activity combined with an acceptable level of toxicity)
can lead to investigational new drug ("IND") status. This enables the
manufacturer of the new drug to begin clinical trials.

42
<PAGE> 44

In order to achieve IND status in Canada, and IND submission must be filed
with the HPB. The IND submission must contain specified information, including
the results of the pre-clinical test completed prior to the IND submission,
together with any available information regarding the use of the drug in humans.
In addition, since the method of manufacture may affect the efficacy and safety
of a drug, information on manufacturing methods and standards and the stability
of the drug substance and dosage form must be presented so that the HPB can
ensure that the product that may eventually be sold to the public has the same
composition as that determined to be effective and safe in the clinical trials.
Production methods and quality control procedures must be in place to ensure a
relatively pure compound, essentially free of contamination and uniform with
respect to all quality aspects.

Once the HPB accepts the IND submission, the clinical trials presented in
the IND can begin. Clinical trials are carried out in three phases. Phase I
involves pharmacological studies to evaluate toxicity in humans. The new drug is
administered to human patients or healthy volunteers to determine rates of
uptake and distribution, tolerance and prevalence of adverse side effects.
Phases II and III involve therapeutic studies on the new drug. In Phase II, the
drug's efficacy, dosage, side effects and safety are established in a small
number of patients who have the disease or disorder that the drug is intended to
treat. In Phase III, there are controlled clinical trials in which the drug is
administered to a large number of patients who are likely to receive benefit
from the drug. In Phase III, the effectiveness of the new drug is also compared
to a control treatment, either placebo or standard therapy, in the anticipation
that statistically significant clinical efficacy can be demonstrated.

If the clinical studies prove that the new drug has therapeutic value, the
manufacturer submits a new drug submission ("NDS") to the HPB for marketing
approval. The NDS contains all information known about the drug including the
results of pre-clinical testing and clinical trials. Information contained in
the NDS about the drug includes its proper name, its chemical name, details on
method of manufacturing and purification and its biological, pharmacological and
toxicological properties. The NDS also provides information about the dosage
form of the drug, including the quantitative listing of all ingredients used in
the formulation, its methods of manufacture, packaging and labeling, the results
of stability tests, and its diagnostic or therapeutic claims and side effects as
well as details of the clinical studies to support the safety and efficacy of
the drug. All aspect of the NDS are reviewed by the HPB. If the NDS is found to
be satisfactory, a notice of compliance is issued permitting the manufacturer to
sell the drug product for a specific indication.

As a condition of issuing a notice of compliance, the HPB may also require
the sponsor to conduct a Phase IV post-marketing surveillance study. This Phase
IV study is usually required when the HPB is interested in additional evidence
of the long term safety and efficacy of the drug when administered to large
numbers of patients. In a Phase IV study, any new information concerning side
effects and all adverse reactions must be reported to the HPB on a periodic
basis while the drug is being marketed.

The regulatory controls on a new drug do not cease once it is on the
market. A new drug may remain in IND status for a number of years until the HPB
is confident that sufficient information concerning the safety and efficacy of
the drug has been accumulated from its general use to release it from the
controls that are applied to all new drugs. Among other things, a manufacturer
of a new drug must report any new information received concerning serious side
effects, including the failure of the new drug to produce its desired effects.
As well, if the HPB determines it to be in the interest of the public health, a
notice of compliance for a new drug may be suspended and the new drug can be
removed from the market.

The regulations under the Food and Drugs Act (Canada) permit the sale to
physicians of drugs which have not received regulatory approval for emergency
treatment of seriously ill patients. This permission is frequently given for
drugs used in the treatment of serious, life threatening conditions prior to the
HPB's approval of the drug. In addition, if a product under clinical
investigation is requested by a physician and specific patient requirements are
met, Canadian Food and Drug regulations permit emergency drug release.

In addition, regulatory control exists in Canada for the pricing of
patented medicines. All patented medicines sold in Canada are subject to pricing
review by the Patented Medicines Prices Review Board.

43
<PAGE> 45

The Canadian regulatory approval requirements for new drugs outlined above
are similar to those of other major pharmaceutical markets, including the United
States and Europe. Canada has a "fast track" program similar to the United
States "fast track" program described below.

In the United States, the manufacture and sale of new drugs are controlled
by the FDA. Prior to commercial sale, new drugs require FDA approval of a
marketing application (i.e. a new drug application or product license
application). Obtaining marketing approval requires data from adequate and
well-controlled clinical investigations demonstrating to the FDA's satisfaction
a new drug's safety and effectiveness for its intended use. Such data are
generated in studies conducted pursuant to an IND submission, similar to that
required in Canada. As in Canada, clinical studies are characterized as Phase I,
Phase II and Phase III trials or a combination thereof. In a marketing
application, the manufacturer must also demonstrate the identity, potency,
quality and parity of the active ingredients of the new drug involved, and the
stability of those ingredients. Furthermore, the manufacturing facilities,
equipment, processes and quality controls for the new drug must comply with GMP
regulations for drugs or biologic products both in a prelicensing inspection and
in subsequent periodic inspections after licensure. In the case of a biologic
product, an establishment license must be obtained prior to marketing and batch
releasing.

A five-year period of market exclusivity for a drug comprising a new
chemical entity ("NCE") is available to an applicant that succeeds in obtaining
FDA approval of an NCE, provided that the active ingredient of the NCE has never
before been approved in a new drug application. During this exclusivity period,
the FDA may not accept for review any abbreviated application filed by another
sponsor for a generic version of the NCE. Further, a three-year period of market
exclusivity for a new use or indication for a previously approved drug is
available to an applicant that submits new clinical studies that are essential
to support the new use or indication. During the latter period of exclusivity,
the FDA may not approve an abbreviated application filed by another sponsor for
a generic version of the product for that use or indication.

The FDA has "fast track" regulations intended to accelerate the approval
process for the development, evaluation and marketing of new drugs used to
diagnose or treat life-threatening and severely debilitating illnesses for which
no satisfactory alternative therapies exist. "Fast track" designation affords
early interaction with the FDA in terms of protocol design and permits, although
it does not require the FDA to issue marketing approval after completion of
early stage clinical trials (although the FDA may require subsequent clinical
trials or even post-approval efficacy studies).

There are three procedures for obtaining a marketing authorization in
Europe. First, an applicant may apply for a marketing authorization in each
individual country. Such applications may need specific documentation tailored
to each country's language and requirements.

Alternatively, an applicant who has obtained approval in one country can
expedite subsequent approvals through use of a multi-state procedure. Under this
multi-state procedure, the member states to which a marketing authorization
application has been made are required to grant authorization to market the
product or otherwise formulate reasoned objections. In determining whether to
raise any objections, the member states typically review the documentation
presented to the country that granted the original marketing authorization and
generally take into account the fact that such authorization was granted by the
original country. Where an objection is raised, the matter is referred to the
Committee for Proprietary Medicinal Products (the "CPMP") of the European
Medicines Evaluation Agency which then considers the objection and issues a
non-binding opinion. Each member state must determine whether it will adopt the
CPMP's opinion. This procedure is typically used in respect of generic drugs
produced by a manufacturing process similar to that of a previously-approved
branded drug.

The third possible procedure consists of a centralized process in which
applicants apply directly to the CPMP, which then issues an opinion binding on
all member states. This centralized procedure is mandatory in respect of
biotechnology products and is available in respect of other NCEs or new
formulations of existing approved products that offer a significant improvement
in efficacy or safety over the existing product.

The process of completing clinical trials and obtaining regulatory approval
for a new drug will, in general, take a number of years and require the
expenditure of substantial resources. Even after initial approval has been
obtained, further studies, including post-marketing studies, may be required to
provide additional data on

44
<PAGE> 46

safety necessary to gain approval for the use of the new drug as a treatment for
clinical indications other than those for which the new drug was initially
tested. Also, regulatory agencies may require post-marketing surveillance
programs to monitor a new drug's side effects. Results of post-marketing
programs may limit or expand the further marketing of new drugs. A serious
safety or effectiveness problem involving an approved new drug may result in a
regulatory agency requiring withdrawal of the new drug from the market and
possible civil action.

In addition to the regulatory product approval framework, biotechnology
companies are subject to regulation under provincial, state and federal law,
including requirements regarding occupational safety, laboratory practices,
environmental protection and hazardous substance control, and may be subject to
other existing and future local, provincial, state, federal and foreign
regulation, including possible future regulation of the biotechnology industry.

A number of companies in the biotechnology industry have suffered
significant setbacks in advanced clinical trials, even after achieving promising
results in earlier trials. In addition, government regulations specify standards
for manufacturing and marketing pharmaceutical products.

The CBER, the BBR and similar agencies in other countries regulate the
manufacturing, marketing and use of vaccines. CliniChem Product License
Applications and Establishment License Applications or equivalent documentation
are required to be submitted to the governmental authorities for review prior to
obtaining marketing approval. Government regulations specify standards for
manufacturing and marketing vaccines and biological products. These regulations
set standards for proof of safety and effectiveness, establish good
manufacturing practices, require inspection of vaccine manufacturing facilities
and require reporting of adverse events to regulatory authorities. These
government authorities also conduct pre-release testing of vaccines and
authorize the sale of each lot of vaccines.

CliniChem will also be subject to various Canadian federal, provincial, and
local laws, regulations, and recommendations relative to safe working
conditions, laboratory and manufacturing practices, and the use and disposal of
hazardous or potentially hazardous substances, including radioactive compounds
and infectious disease agents, used in connection with BioChem's and CliniChem's
research. CliniChem may be subject to additional government regulations
resulting from future legislation or administrative action.

EXECUTIVE OFFICERS AND DIRECTORS

The following table provides information concerning the current officers
and directors of CliniChem. The current officers and the current directors of
CliniChem are also officers and employees of BioChem. As the holder of all the
issued and outstanding Class B Shares, BioChem has the right to elect one
director. CliniChem has no employees. Its three officers are full-time employees
of BioChem.

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF RESIDENCE POSITION WITH CLINICHEM
- ---------------------------------- -----------------------
<S> <C>
Francesco Bellini, Ph.D...................... Chairman and President
Town of Mount Royal, Quebec
Frederick J. Andrew.......................... Chief Financial Officer and Director
Morin Heights, Quebec
Francois Legault............................. Director
Outremont, Quebec
Charles-A. Tessier........................... General Counsel and Secretary
Ile-Bizard, Quebec
</TABLE>

Following the completion of the Distribution, Messrs. Andrew and Legault
will resign as directors of CliniChem and the Honorable Celine Hervieux-Payette,
P.C. and Ms. Elizabeth Greetham, each of whom

45
<PAGE> 47

has agreed to serve as a director, will be appointed to the Board of Directors
of CliniChem. Their respective nominations will become effective immediately
upon the completion of the Distribution.

FRANCESCO BELLINI, PH.D., a co-founder of BioChem, joined BioChem as
President and Chief Executive Officer in 1986. From 1984 to 1986, Dr. Bellini
was the Director of the Biochemicals Division at the Institut Armand-Frappier,
and from 1968 to 1984, he was a research scientist with Ayerst Laboratories. Dr.
Bellini is a director of North American Vaccines, Inc. Dr. Bellini received a
B.Sc. in chemistry from Loyola College in Montreal in 1972 and a Ph.D. in
chemistry from the University of New Brunswick in 1977.

FREDERICK J. ANDREW, joined BioChem in 1997 as Chief Financial Officer.
Prior to joining BioChem, he was Vice-President and Treasurer of BCE Inc. from
1991 to 1997, Corporate Treasurer of Bell Canada from 1984 to 1991 and occupied
various positions within the BCE Inc. group of companies from 1964 to 1984. Mr.
Andrew received a B.A. in economics from York University in 1964.

FRANCOIS LEGAULT joined BioChem in 1987 and is currently Executive
Vice-President, Investments and Subsidiaries. Prior to joining BioChem, he was
Finance Director of Societe Quebecoise des Transports from 1984 to 1987, and was
a chartered accountant with Coopers & Lybrand from 1978 to 1984. Mr. Legault
received a BAA in business and accounting from Ecole des Hautes Etudes
Commerciales in Montreal in 1978 and was admitted as a Chartered Accountant to
the Ordre des Comptables Agrees du Quebec in 1980.

CHARLES-A. TESSIER joined BioChem as Vice-President, Legal Affairs and
Corporate Secretary in March 1996. From 1988 to 1996, prior to joining BioChem,
he was Vice-President, Secretary and General Counsel of DMR Group Inc., a
multinational company in information technology and, from 1979 to 1988, he
practiced commercial law. Mr. Tessier received a B.A. in Administration in 1976
and a law degree in 1979 from the University of Ottawa. He is a member of the
Barreau du Quebec and the Canadian Bar Association.

ELIZABETH GREETHAM is a portfolio manager with the Weiss, Peck & Greer
Investments' Life Sciences Fund, L.P. and its Institutional Life Sciences Fund,
L.P. Ms. Greetham has over 25 years experience as a portfolio manager and health
care analyst. Ms. Greetham earned a B.Sc. and an MA (Hons.) from the University
of Edinburgh.

THE HONORABLE CELINE HERVIEUX-PAYETTE, P.C. has served in a variety of
political capacities for the province of Quebec and the federal government of
Canada. Ms. Hervieux-Payette has also twice served as Chair of the Standing
Committee on Policy Development of the Liberal Party of Canada, and also served
as Co-Chair of the Platform Committee. In March 1995, Ms. Hervieux-Payette was
appointed to the Senate of Canada by Prime Minister Jean Chretien and asked to
manage the 1997 federal election campaign as National Campaign Co-Chair. In the
Senate, Sen. Hervieux-Payette sits on the Standing Committee on Banking, Trade
and Commerce, and is Co-Chair of the Standing Committee on Scrutiny and
Regulations. Ms. Hervieux-Payette has also served in a variety of private
capacities, including Vice-President, Regulatory and Legal Affairs, with
telecommunications company Fonorola, Inc. from 1991 until March 1995. In 1995,
she joined the Montreal office of Martineau Walker as Counsel. Ms.
Hervieux-Payette sits on the board of Innovitech Inc. and AXA Canada Inc.

For as long as the Board of Directors of CliniChem is composed of three
directors, the Board of Directors shall assume and fulfill the duties of the
audit committee of CliniChem.

Currently, all the officers of CliniChem are also officers of BioChem and
do not receive any compensation from CliniChem for their services to CliniChem.
See "The Agreements and The Purchase Option--Services Agreement."

Each director of CliniChem who is not an officer or a salaried employee of
BioChem is expected to be paid an annual fee of $18,000 and a further attendance
fee of $1,000 for each meeting of the Board of Directors of CliniChem.

46
<PAGE> 48

PRINCIPAL SHAREHOLDERS OF CLINICHEM

Immediately prior to the Distribution, all of the outstanding CliniChem
Common Shares will be held by BioChem. The following table sets forth the
projected beneficial ownership of CliniChem Common Shares following the
Distribution by all the directors and the officers of CliniChem as a group, as
well as by any person who, on a pro forma basis, will beneficially own more than
10% of the outstanding CliniChem Common Shares.

<TABLE>
<CAPTION>
CLINICHEM COMMON SHARES
PROJECTED TO BE
BENEFICIALLY OWNED
----------------------------
NAME NUMBER(1) PERCENT OF CLASS
---- --------- ----------------
<S> <C> <C>
Glaxo Wellcome Inc. ........................................ 396,272 14.6%
7333 Mississauga Road North
Mississauga, Ontario
L5N 6L4
All directors and officers of CliniChem as a group.......... 74,172 2.7
(4 persons)
------- ----
470,444 17.3%
======= ====
</TABLE>

- ---------------

(1) Reflects, in each case, the number of BioChem Common Shares beneficially
owned as of January 31, 1998, excluding shares issuable upon exercise of
options, divided by 40. In addition to shares held in the individual's sole
name, this column includes shares held by the spouse and other members of
the named persons' immediate household who share that household with the
named person, and shares held in family trusts.

SELECTED FINANCIAL DATA OF CLINICHEM

<TABLE>
<CAPTION>
FEBRUARY 6, 1998
----------------
<S> <C>
BALANCE SHEET DATA:
Cash........................................................ $ 1,000
Shareholders' Equity........................................ $ 1,000
</TABLE>

- ------------------

(1) CliniChem was incorporated in January 1998. BioChem contributed $1,000 in
February 1998 in exchange for 1,000 common shares. CliniChem will have no
operations through the Distribution Date.

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<PAGE> 49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

CliniChem was incorporated in January 1998. Prior to the Distribution,
BioChem will contribute a total of $150 million in cash to CliniChem as a
capital contribution. CliniChem's funds are expected to be used primarily to
fund activities to be conducted under the Research and Development Agreement
with BioChem, including Research and Development Costs relating to the CliniChem
Programs from the date of the declaration of the Distribution. Such Research and
Development Costs will be the fully burdened cost of the research and
development activities conducted pursuant to the CliniChem Programs plus 5% of
such costs (to reflect an appropriate portion of BioChem's general corporate
overhead allocated to projects undertaken by BioChem on behalf of CliniChem.
Such corporate overhead includes, inter alia, human resources, payroll, legal,
accounts payable, procurement and tax). Research and Development Costs will
include, among other costs, the costs of seeking regulatory approvals, payments
to third party research collaborators, purchase of chemicals, biological
materials and other supplies, purchases of equipment and patent and trademark
filing costs. Indirect costs, estimated to be 20-35% of direct costs, include
salaries and fringe benefits of person managing and supporting those working
directly on CliniChem Programs, general supplies and chemicals, general
information systems and communications support, general equipment depreciation,
general facilities depreciation, utilities, rent, miscellaneous indirect
expenses and miscellaneous general and administrative expenses. BioChem's
capital contribution, together with any investment interest earned thereon, is
expected to fund such activities for approximately four to five years. Based on
CliniChem's current development schedule, CliniChem does not expect that most of
the CliniChem Products will reach commercial marketability prior to expenditure
of the Available Funds. Currently, other than the Available Funds, CliniChem has
no other source for the funding that may be needed to complete the development
and commercialization of the CliniChem Products. CliniChem is not expected to
require facilities or capital equipment of its own during the term of the
Research and Development Agreement. Pending the use of CliniChem's cash
resources for the research and development activities described in this
Prospectus, CliniChem will invest such resources in interest-bearing,
investment-grade securities.

There can be no assurance, particularly given the existence of the
BioChem/CliniChem Agreements, that CliniChem will be able to raise any
additional capital. Such additional capital, if raised, may reduce the per share
proceeds available to holders of CliniChem Common Shares if the Purchase Option
were to be exercised. See "The Agreements and the Purchase Option--Purchase
Option."

CliniChem will be dependent on BioChem's computer systems. BioChem, along
with many other companies worldwide, is exposed to the risks and uncertainties
associated with the Year 2000 problem, where a computer may erroneously
interpret the years "2000" and "1900." BioChem is currently evaluating computer
equipment, software and other electronic equipment to assure that the transition
to the year 2000 will not disrupt operations. BioChem expects that any
conversion required will be complete before the year 2000. Presently, BioChem
does not believe that compliance with any conversion plan will result in
material investments, nor does BioChem anticipate that this problem will have
material adverse effects on the business operations or financial performance.
However, there can be no assurance that this problem will not adversely affect
BioChem, its business, or CliniChem.

OPERATIONS

Prior to the Distribution, CliniChem will not have conducted any
operations. After the Distribution and continuing through completion of the
development stage of the CliniChem Products, CliniChem's operations will be
conducted largely pursuant to the BioChem/CliniChem Agreements. See "The
Agreements and the Purchase Option."

In its early years, CliniChem revenues are expected to be primarily derived
from investment income (which will become part of the Available Funds). In later
years, CliniChem could receive revenues through the commercialization of the
CliniChem Products either from BioChem in the form of Product Payments if
BioChem were to exercise its Product Option for any CliniChem Product, or
otherwise if BioChem's Product Option for any CliniChem Product were to expire
unexercised and CliniChem were to commercialize the
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Product alone or with a third party. However, CliniChem is not expected to earn
substantial revenues unless or until the CliniChem Products are successfully
commercialized, which is not expected to occur prior to the expenditure of all
the Available Funds. As a result of the foregoing factors, it is anticipated
that CliniChem will incur substantial losses which will likely be recurring.

CliniChem's expenses largely will be incurred under the BioChem/CliniChem
Agreements. CliniChem will have research and development expenses as a result of
(i) the payment of Research and Development Costs under the Research and
Development Agreement and (ii) payment of the Technology Fee to BioChem under
the Technology License Agreement and the Services Agreement. The Technology
License Agreement provides that the Technology Fee will be payable monthly by
CliniChem over a period of four years and will be $500,000 for each of the 12
months following the Distribution, $408,333 per month for the following 12
months, $300,000 per month for the following 12 months and $200,000 per month
for the following 12 months; provided that the Technology Fee will no longer be
payable at such time as the number of CliniChem Products being researched or
developed by or on behalf of CliniChem plus the number of CliniChem Products
having been acquired by BioChem pursuant to the exercise of the Product Option
is less than two. CliniChem will account for the Technology Fee as research and
development expense on a straightline basis over the five year life of the
Technology Agreement.

Pursuant to the Services Agreement, CliniChem will pay $400,000 annually to
BioChem for administrative services provided by BioChem.

Pursuant to the Research and Development Agreement, BioChem will charge
CliniChem for both "direct" and "indirect" Research and Development Costs on a
fully-burdened basis. Direct costs will include fully absorbed cost of labor,
third-party contract costs, such as those expenses paid to outside vendors and
licensors, raw materials, drug substances, drug products, clinical supplies,
compound library, assay acquisition and all other costs which can be directly
identified to a CliniChem Program. Of the approximately $29.1 million fiscal
1998 budget, approximately $20 million is expected to be paid pursuant to
third-party agreements. Indirect costs will include lease payments, building
allocations, equipment allocations, administration services and all other
indirect costs.

The indirect costs are estimated to be approximately 20% to 35% of direct
costs. The indirect cost allocations are based upon BioChem's historical
overhead experience arising from its research and development activities.

CliniChem's future cash flow obligations will derive largely from the
BioChem/CliniChem Agreements. CliniChem is required to expend the Available
Funds only in accordance with the Research and Development Agreement and to pay
the Technology Fee and to pay for services provided under the Services
Agreement. However, the rate at which Available Funds are expended will derive
from work plans and cost estimates approved by CliniChem.

THE AGREEMENTS AND THE PURCHASE OPTION

TECHNOLOGY LICENSE AGREEMENT

CliniChem and BioChem have entered into a Technology License Agreement
pursuant to which BioChem has granted to CliniChem an exclusive perpetual
license, to use BioChem Technology (including any trade secrets, technical
information and data regarding product composition, manufacturing, dosage or
efficacy, drug formulations, and other proprietary pre-clinical, clinical,
pharmacological, toxicological, chemical, physical and analytical safety and
quality control data and information, as well as rights under patents held by
BioChem related to the CliniChem Programs) solely to conduct the CliniChem
Programs and related activities, and to manufacture and to commercialize the
CliniChem Products worldwide. The Technology License Agreement is subject to
pre-existing third-party rights and the receipt of certain third-party consents;
it is further subject to the Research and Development Agreement and the Product
Option Agreements and limited for each CliniChem Product, to a particular Field
of Use. See "--Third-Party Rights and Consents."

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Pursuant to the Technology License Agreement, BioChem is obligated to use
commercially reasonable efforts to obtain the consent of:

- Pharmadigm, to grant a sublicense to CliniChem (on commercial terms
reasonably acceptable to BioChem) to any adjuvant licensed by BioChem
from Pharmadigm and incorporated in a CliniChem Product;

- Biovector, to grant a sublicense to CliniChem (on commercial terms
reasonably acceptable to BioChem) to any biovector licensed by BioChem
from Biovector and incorporated in a CliniChem Product; and

- UGARF and Yale University, to grant a sublicense to CliniChem (on
commercial terms reasonably acceptable to BioChem) in connection with the
BCH-4556 CliniChem Product;

provided that, in each case, the relevant CliniChem Product incorporating such
licensed technology has received regulatory approval for commercial marketing in
at least one country, BioChem has not exercised the worldwide Product Option
with respect to such CliniChem Product and BioChem has not exercised the
Purchase Option. Any costs associated with a consent obtained or sublicense
granted pursuant to this provision shall be paid by CliniChem and any such
sublicense shall terminate on the exercise by BioChem of the worldwide Product
Option for such product or the Purchase Option.

The following table sets out the Field of Use for the CliniChem Programs.

<TABLE>
<CAPTION>
PROGRAM FIELD OF USE
- --------------------------------------------- ---------------------------------------------
<S> <C>
Development of BCH-4556...................... Treatment of cancer
Development of BCH-10652..................... Treatment of HIV infection
Development of a(n)b(3) antagonists to
prevent angiogenesis....................... Treatment of cancer
Development of recombinant protein To protect against infections by N.
vaccines................................... meningitidis, S. pneumoniae, N. gonorrhoeae,
H. influenzae, Strep B and C. pneumoniae
</TABLE>

Pursuant to the terms of the Technology License Agreement, CliniChem's
right to obtain manufacturing will be subject to a right of first offer and a
right of first refusal on the part of BioChem to manufacture and, in the event
BioChem does not exercise such right of first offer and right of first refusal,
then BioChem will have the right to approve any proposed manufacturer, which
approval may be withheld only if any such manufacturer has insufficient or
inadequate manufacturing capability (including lack of compliance with GMP
regulations) or if any such manufacturer's activities are likely to have a
material adverse effect on BioChem's overall competitive position in the
pharmaceutical industry. In the event that BioChem exercises its right to reject
a manufacturer, BioChem will be obligated to manufacture or obtain manufacturing
for any such CliniChem Product for CliniChem at prevailing market rates, but not
less than BioChem's cost of manufacture plus 15% of such cost.

Pursuant to the Technology License Agreement, CliniChem shall not have the
right to grant a sublicense under the BioChem Technology to anyone other than
BioChem until such time as the Product Option with respect to any CliniChem
Product in one or more countries expires unexercised. From and after the
expiration of such Product Option in any such country, CliniChem may sublicense
BioChem Technology to one or more third parties solely to the extent necessary
to complete the development of, or to make or have made and use such CliniChem
Product, or to sell or have sold such CliniChem Product in such country. BioChem
shall have the right to approve any proposed sublicensee or any manufacturer on
behalf of a sublicensee but such approval may only be withheld if any such
sublicensee or manufacturer has insufficient manufacturing capability (including
lack of compliance with GMP regulations) or if any such sublicensee's or
manufacturer's activities are likely to have a material adverse effect on
BioChem's overall competitive position in the pharmaceutical industry.

In consideration for the license to use the existing BioChem Technology
relating to the CliniChem Programs, CliniChem will pay the Technology Fee to
BioChem. The Technology Fee will be payable monthly over a period of four years
and will be $500,000 per month for the first 12 months following the
Distribution, $408,333 per month for the following 12 months, $300,000 per month
for the following 12 months and

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<PAGE> 52

$200,000 per month for the following 12 months; provided that the Technology Fee
will no longer be payable at such time as the number of CliniChem Products being
developed by CliniChem plus the number of CliniChem Products having been
acquired by BioChem pursuant to the exercise of the Product Option is less than
two.

Either BioChem or CliniChem may terminate the Technology License Agreement
upon the occurrence of a material breach of the Technology License Agreement or
the Product Option Agreement by the other party which continues for 60 days
after written notice. The Technology License Agreement will automatically
terminate upon termination by BioChem of the Research and Development Agreement
due to a breach thereof by CliniChem or CliniChem's entering into any proceeding
in bankruptcy, reorganization of creditors' rights or similar arrangement. The
Technology License Agreement shall terminate on a product-by- product and
country-by-country basis in connection with BioChem's corresponding exercise of
the Product Option.

RESEARCH AND DEVELOPMENT AGREEMENT

Under the Research and Development Agreement, BioChem has agreed to perform
diligently all work necessary to conduct the activities agreed upon by BioChem
and CliniChem pursuant to the CliniChem Programs. BioChem is not required to
devote any specific amount of time or resources to conduct the CliniChem
Programs under the Research and Development Agreement, and BioChem expects to
devote a substantial amount of its time and resources to activities for its own
account. Activities under the Research and Development Agreement will be
undertaken pursuant to work plans and cost estimates proposed by BioChem and
accepted by CliniChem. CliniChem may approve all or any portion of a proposed
work plan and cost estimate or may determine not to approve any proposed work
plan and cost estimate. If CliniChem rejects three consecutive work plans in
whole or in substantial part, BioChem and CliniChem shall resolve the dispute
through arbitration and, pending resolution, BioChem may perform under the most
recently approved work plan and CliniChem will be obligated to pay Research and
Development Costs incurred therewith. CliniChem is not obligated to fund
development of the CliniChem Programs in excess of amounts reflected in approved
work plans and cost estimates. BioChem is not required to undertake activities
that would result in Research and Development Costs exceeding those in approved
work plans and cost estimates.

Under the Research and Development Agreement, CliniChem is expected to
utilize substantially all of the Available Funds to make payments to BioChem for
its Research and Development Costs.

Payments to BioChem under the Research and Development Agreement will be
the full amount of all Research and Development Costs incurred by BioChem in
performing these activities, and BioChem will recognize the payment of such
amounts as research and development revenue. Such costs will consist of direct
costs, including collaborative research agreement payments, payments for
compound supply, payments for biologicals, drug substances and drug products,
payments for chemical precursors, payments for assay acquisitions, payments for
clinical studies, payments for toxicological and pharmacokinetic studies,
process development contracts, manufacturing of batches of vaccines for clinical
trials, immunological studies and other outside services, payments for other
BioChem functions (non-research and development) which provide services,
payments for investigation or research grants, payments for consulting services,
hiring expenses, salaries and fringe benefits for people who will work directly
on CliniChem Programs, milestone payments to third parties, project travel,
entertainment and related expenses, capital equipment and other materials
purchased exclusively for CliniChem Programs, miscellaneous project expenses,
regulatory and filing fees, telephone and communications, patent and trademark
expenses including the cost of prosecution, defense and maintenance of
intellectual property rights, software, payments for clinical research
organizations, payments for monitoring, payments for data management and
insurance, and indirect costs including salaries and fringe benefits of people
managing and supporting those working directly on CliniChem Programs, general
supplies and chemicals, general information systems and communications support,
general equipment depreciation, general facilities depreciation, utilities,
rent, miscellaneous indirect expenses and miscellaneous general and
administrative expenses. The corresponding research and development expenses of
BioChem will offset this revenue. Under the Research and Development Agreement,
BioChem also may license technology or products used to conduct the CliniChem
Programs from third parties and may conduct the CliniChem Programs in
combination with third parties and the costs of such licensing or conduct will
be paid by CliniChem. BioChem may enter into research contracts with third
parties in its own name, but on behalf of CliniChem as agent.
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<PAGE> 53

The Research and Development Agreement provides that CliniChem will fund
Research and Development Costs from the date of the declaration of the
Distribution.

CliniChem has agreed to use diligent efforts to conduct the CliniChem
Programs in accordance with approved work plans and cost estimates under the
Research and Development Agreement by contracting with BioChem to perform
research and development services. CliniChem is required to utilize the
Available Funds only in accordance with the Research and Development Agreement,
the Technology License Agreement and the Services Agreement. It is anticipated
that CliniChem will utilize the Available Funds over a period of approximately
four to five years. Prior to expenditure, CliniChem will invest Available Funds
in interest-bearing, investment-grade securities. CliniChem may not encumber,
pledge or otherwise take any action with respect to Available Funds that could
prevent the full expenditure of such funds under the Research and Development
Agreement. Subject to the terms of the BioChem/CliniChem Agreements, there are
no restrictions on CliniChem's use of its funds other than the Available Funds
to conduct its business as it determines. Based on CliniChem's current
development schedule, CliniChem does not expect that most of the CliniChem
Products will reach commercial marketability prior to expenditure of the
Available Funds.

As between BioChem and CliniChem, BioChem will own all Developed
Technology, including patents, and such Developed Technology, as is required for
the Field of Use of the CliniChem Products, shall be licensed to CliniChem
pursuant to the Technology License Agreement. BioChem will determine whether and
to what extent to seek patent protection for Developed Technology. If BioChem
declines to seek patent protection for any technology, CliniChem will not have
the right to do so.

No more than once in each calendar year upon reasonable notice and during
regular business hours, (i) at CliniChem's expense, BioChem is required to make
available for inspection by the auditors of CliniChem such records of BioChem as
may be necessary to verify the accuracy of reports and payments made under the
Research and Development Agreement, and (ii) at BioChem's expense, CliniChem is
required to make available for inspection by the auditors of BioChem such
records of CliniChem as may be necessary to verify the accuracy of the
application of the Available Funds.

The Research and Development Agreement will terminate upon the exercise or
expiration of the Purchase Option. Either party may terminate the Research and
Development Agreement if the other party (i) breaches the Research and
Development Agreement, Product Option Agreement or any material obligations
thereunder (if such breach continues for 60 days after written notice by the
terminating party), or (ii) enters into any proceeding, whether voluntary or
involuntary, in bankruptcy, reorganization of creditors' rights or similar
arrangement for the benefit of creditors. In addition, CliniChem's product
license in any country with respect to a particular CliniChem Product will
terminate after BioChem's exercise of the Product Option for such product in
such country.

PRODUCT OPTION AGREEMENT

Pursuant to the Product Option Agreement, CliniChem has granted the Product
Option to BioChem pursuant to which BioChem may, on a product-by-product and
country-by-country basis, terminate CliniChem's license to the Acquired Product,
and sell and have sold the Acquired Product in the country or countries as to
which the Product Option is exercised (the "Territory"). BioChem may exercise
the Product Option with respect to any CliniChem Product on a country-by-country
basis at any time until (i) with respect to the United States, 30 days after FDA
clearance to market such CliniChem Product in the United States and (ii) with
respect to any other countries, 30 days after the clearance by the appropriate
regulatory agency to commercially market such CliniChem Product in such country.
The Product Option will expire, to the extent not previously exercised, 30 days
after the expiration of the Purchase Option. BioChem must exercise the Product
Option for any country prior to the date of the first commercial sale of the
CliniChem Product in such country.

If BioChem exercises the Product Option for a CliniChem Product, BioChem
will be required to use diligent efforts to complete the research and
development of and to commercialize such Acquired Product in each Major Market
Country in which the Product Option has been exercised. BioChem will devote to
its commercialization efforts the same resources as other biopharmaceutical
companies of similar size devote to

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products with similar market potential and similar relative importance in their
product portfolios and may use reasonable discretion in allocation of its
resources in performing such obligations.

BioChem will make Product Payments to CliniChem with respect to each
Acquired Product. Such payments will be a percentage of Net Sales and Licenses
Revenue. It is common for biopharmaceutical companies to enter into marketing
agreements, which provide that the marketing partner pay a percentage of its
sales and/or up front payments to the biopharmaceutical company. If BioChem
exercises the Product Option, it may enter into such agreements and receive such
payments. Such payments would be included in the definition of "Licensing
Revenues." See "Glossary." Such payments will range from 1 to 6% of Net Sales
and from 10 to 25% of Licensing Revenues, calculated as follows: (a) royalties
of up to a maximum of 6% of Net Sales of the Acquired Product determined as
follows: (i) 1% of such Net Sales, plus (ii) an additional 0.1% of such Net
Sales for each full $1 million of Research and Development Costs of the Acquired
Product paid by CliniChem at the time BioChem exercised the Product Option with
respect to such Acquired Products; plus (b) licensing fees of up to a maximum of
25% of Licensing Revenues with respect to such Acquired Product determined as
follows: (i) 10% of such Licensing Revenues, plus (ii) and additional 1% of
Licensing Revenues for each full $1 million of Research and Development Cost of
the Acquired Product paid by CliniChem at the time BioChem exercised the Product
Option with respect to such Acquired Products. Because the marketing expenses
associated with a newly introduced product during the first few years after
launch are generally significantly higher than those for an established product,
the Product Payments will not exceed 3% of Net Sales plus 12.5% of Licensing
Revenues, on a quarterly basis, for the first twelve calendar quarters during
which the Acquired Product is commercially sold in the first Major Market
Country. As a result of this provision, if an Acquired Product were to be
cleared for marketing in a country or countries that are not Major Market
Countries prior to marketing clearance in the first Major Market Country and
Product Payments in such countries would exceed 3% of Net Sales plus 12.5% of
Licensing Revenues (as applicable), the Product Payment rates in such countries
will be reduced to 3% of Net Sales plus 12.5% of Licensing Revenues for the
first twelve calendar quarters during which the Acquired Product is commercially
sold in the first Major Market Country.

In determining the payments due to CliniChem with respect to any Acquired
Product, Net Sales by and Licensing Revenues of BioChem will be reduced by the
amount of any license or similar payments made by or due from BioChem to third
parties with respect to sales of such Acquired Product in the Territory. It is
possible that, to develop the CliniChem Products, additional licenses or other
arrangements with third parties may be necessary or appropriate. Such
arrangements could also require payments by BioChem that would reduce the
Product Payments owed to CliniChem.

Subject to BioChem's buy-out option described below, Product Payments will
commence on the date of the first commercial sale of such Acquired Product in
any country for which the Product Option has been exercised. BioChem will make
such Product Payments, with respect to all countries for which the Product
Option has been exercised, until 10 years after the first commercial sale of the
Acquired Product in the first Major Market Country in which such product is
commercially sold (the "Payment Period").

BioChem has the option to buy out CliniChem's right to receive Product
Payments for any Acquired Product on either a country-by-country or global
basis. A country-specific buy-out option may be exercised for any Acquired
Product at any time after the end of the twelfth calendar quarter following the
date on which the Acquired Product was first commercially sold in such country.
The global buy-out option may be exercised for any Acquired Product, for all
countries for which BioChem has exercised the Product Option, at any time after
the end of the twelfth calendar quarter following the date on which the Acquired
Product was first commercially sold in either the United States or two other
Major Market Countries. The buy-out price for an Acquired Product in the case of
a country-specific buy-out will be 15 times the total amount of Product Payments
for such product made by or due from BioChem to CliniChem with respect to such
Acquired Product in such country for the four calendar quarters immediately
preceding the quarter in which the buy-out option is exercised. The buy-out
price for a global buy-out shall be calculated as if any previous
country-by-country buy-outs have not been made by adding payments which would
have been made had the country-by-country buy-out not occurred into the Product
Payments used to calculate the buy-out price, and subtracting from the buy-out
price the amounts paid by BioChem to exercise the country-by-country

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buy-outs. The buy-out price in the case of a global buy-out will be (i) 20 times
(a) the Product Payments made by or due from BioChem to CliniChem with respect
to the Acquired Product, plus (b) such Product Payments as would have been made
by or due from BioChem to CliniChem if BioChem had not exercised any
country-specific buy-out option with respect to such Acquired Product, in each
case for the four calendar quarters immediately preceding the quarter in which
the global buy-out option is exercised, less (ii) any amount previously paid to
exercise any country-specific buy-out option with respect to such Acquired
Product. In either case, the buy-out price will be computed as if Product
Payments were not limited to 3% of Net Sales, plus 12.5% of the Licensing
Revenues (as applicable) during early marketing as described above. At the time
BioChem exercises the global buy-out option for any Acquired Product, the
Product Option for such product will expire for all countries for which it had
not been previously exercised.

If BioChem exercises the Product Option for any CliniChem Product, BioChem
will continue to own and have the right to use any clinical supplies, materials
and other tangible assets purchased, manufactured or developed for use
exclusively in the development of such CliniChem Product under approved work
plans and cost estimates (the "Development Assets"), without any additional
payment to or reimbursement of CliniChem. To the extent BioChem does not
exercise the Product Option for any CliniChem Product prior to its expiration,
or to the extent BioChem notifies CliniChem that it will not exercise its
Product Option for any CliniChem Product, BioChem must make Development Assets
exclusively relating to such CliniChem Product available to CliniChem at no
charge to the extent such assets are being used by CliniChem and will not be
used under the Research and Development Agreement.

During the Payment Period for an Acquired Product, BioChem will provide
quarterly reports to CliniChem detailing payments due for such period with
respect to the Acquired Product. Such reports will be due 90 days after the end
of each calendar quarter and will indicate the quantity and dollar amount of Net
Sales of or Licensing Revenue relating to the Acquired Product, or other
consideration in respect of Net Sales, during the quarter covered by such
report. No more than once in each calendar year upon reasonable notice and
during regular business hours, at CliniChem's expense, BioChem is required to
make available for inspection by the auditors of CliniChem such records of
BioChem as may be necessary to verify the accuracy of reports and payments made
under the Product Option Agreement.

To the extent BioChem does not exercise the Product Option with respect to
any CliniChem Product, CliniChem will retain exclusive rights (subject to
pre-existing third-party rights and subject to receipt of certain third-party
consents) to develop and commercialize such CliniChem Product.

PURCHASE OPTION

The Purchase Option is set forth in CliniChem's Articles. Pursuant to the
Purchase Option, BioChem, as the holder of all the majority of the outstanding
Class B Shares, has the right to acquire all, but not less than all, of the
issued and outstanding CliniChem Common Shares. The Purchase Option will be
exercisable by written notice given at any time from and after the Distribution
Date and ending on the earlier of (i) March 31, 2003 or (ii) the 90(th) day
after the date CliniChem provides BioChem (as the holder of the majority of the
outstanding Class B Shares) with quarterly financial statements of CliniChem
showing cash or cash equivalents of less than $5.0 million, although BioChem
may, at its election, extend such period by providing additional funding,
including through loans, for the continued conduct of any or all of the
CliniChem Programs (but in no event beyond March 31, 2003). All certificates
evidencing CliniChem Common Shares will bear a legend indicating that such
CliniChem Common Shares are subject to the Purchase Option.

If the Purchase Option is exercised, the Purchase Option Exercise Price
will be the greatest of:

(a) (i) 25 times the aggregate of (a) all worldwide payments made by and
all worldwide payments due to be made by BioChem to CliniChem with respect to
all Acquired Products for the four calendar quarters immediately preceding the
quarter in which the Purchase Option is exercised (the "Base Period") and (b)
all payments that would have been made and all payments due to be made by
BioChem to CliniChem during the Base Period if BioChem had not previously
exercised its Payment Buy-Out Option with respect to any product; less (ii) any
amounts previously paid to exercise any payment buy-out option for any CliniChem
Product;

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(b) the fair market value of 420,000 BioChem Common Shares determined as
of the date BioChem provides notice of its intention to exercise its Purchase
Option;

(c) $175 million plus any additional funds contributed to CliniChem by
BioChem less the aggregate amount of all Technology Fee payments, Research and
Development Costs and Services Agreements payments paid or incurred by CliniChem
as of the date the Purchase Option is exercised; and

(d) $50 million.

In each case, the amount payable as the Purchase Option Exercise Price will
be reduced (but not to less than $1.00) to the extent, if any, that CliniChem's
liabilities at the time of exercise (other than liabilities under the Research
and Development Agreement, the Services Agreement and the Technology License
Agreement and any debt owed to BioChem) exceed CliniChem's cash and cash
equivalents and short-term and long-term investments (excluding the amount of
Available Funds remaining at such time). For this purpose, liabilities will
include, in addition to liabilities required to be reflected on CliniChem's
financial statements under generally accepted accounting principles, certain
contingent liabilities relating to guarantees and similar arrangements.

BioChem may pay the Purchase Option Exercise Price in cash, in BioChem
Common Shares, or in any combination of cash and BioChem Common Shares. For the
purpose of determining either the Purchase Option Exercise Price or the fair
market value of the BioChem Common Shares to be issued in payment thereof, the
fair market value of BioChem Common Shares shall be deemed to be the average of
the closing sales price of BioChem Common Shares on the Nasdaq converted to
Canadian dollars using the noon buying rate in New York City for cable transfers
in foreign currencies as certified for customs purposes by the Federal Reserve
Bank of New York for the day on which each such closing sales price occurred for
the 20 trading days ending with the trading day that is two trading days prior
to the date of exercise of the Purchase Option.

The closing of the acquisition of the CliniChem Common Shares pursuant to
exercise of the Purchase Option will take place on a date selected by BioChem,
but no later than 60 days after the exercise of the Purchase Option unless, in
the judgment of BioChem, a later date is required to satisfy any applicable
legal requirements or to obtain required consents. Between the time of exercise
of the Purchase Option and the time of closing of the acquisition of the
CliniChem Common Shares, CliniChem may not, without BioChem's consent as the
holder of the majority of the outstanding Class B Shares, incur additional debt,
dispose of assets, pay or declare any dividends or operate its business other
than in the ordinary course.

In the event that prior to BioChem's exercise of the Purchase Option, the
number of outstanding BioChem Common Shares is increased by virtue of a stock
split or a dividend payable in BioChem Common Shares or the number of such
shares is decreased by virtue of a combination or reclassification of such
shares, then the number of BioChem Common Shares used to compute the Purchase
Option Exercise Price (if the Purchase Option Exercise Price is the fair market
value of 420,000 shares of BioChem Common Shares) shall be increased or
decreased, as the case may be, in proportion to such increase or decrease in the
number of outstanding BioChem Common Shares.

To the extent Rule 13e-3 under the Exchange Act is applicable at the time
of any exercise of the Purchase Option, BioChem and CliniChem will comply with
their respective obligations under Rule 13e-3, subject to any available
exemptions from such obligations.

DISTRIBUTION AGREEMENT

Under the Distribution Agreement, BioChem will contribute $150 million in
cash to CliniChem as a capital contribution and will subsequently distribute the
CliniChem Common Shares to the Holders. Under the Distribution Agreement,
BioChem has agreed to indemnify CliniChem's officers and directors to the same
extent such persons are entitled to indemnification under CliniChem's By-laws if
BioChem exercises the Purchase Option.

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SERVICES AGREEMENT

CliniChem and BioChem have entered into a Services Agreement pursuant to
which BioChem has agreed to provide CliniChem with administrative services,
including accounting and legal services, and other services for an annual fee of
$400,000.

The Services Agreement expires six months after the expiration of the
Purchase Option. CliniChem may terminate the Services Agreement at any time upon
60 days' written notice.

THIRD-PARTY CONSENTS AND RIGHTS

Certain of the CliniChem Products are subject to existing third-party
rights, or would require the consent of a third party in order for BioChem to
sublicense certain rights to CliniChem. Under the Technology License Agreement,
BioChem is obligated, in certain circumstances, to use commercially reasonable
efforts to obtain such consents. See "The Agreements and the Purchase
Option--Technology License Agreement."

Under the UGARF Agreement, BioChem has obtained a license to certain
patents and know-how related to the use of BCH-4556 for the treatment of cancer.
The UGARF Agreement is silent as to whether BioChem may grant sublicenses to
commercialize under these patents and know-how without the licensors' consent.
It may be necessary for CliniChem to obtain a license to such patents and
know-how to CliniChem, or for BioChem to obtain the consent of the licensors to
grant a sublicense to CliniChem, prior to commercializing BCH-4556 for the
treatment of cancer. See "Risk Factors."

Under a collaboration agreement between BioChem and ANP, ANP has agreed to
screen compounds in the a(n)b(3) assays for biological activity. Under this
agreement, ANP will be granted an exclusive license in Australia and New Zealand
to any product developed for human health care which results from such
screening. CliniChem will not possess any rights to any product developed for
human health care resulting from such screening in Australia and New Zealand.

BioChem has entered into certain research agreements and licensing
agreements which provide third parties non-exclusive rights to use certain
existing or future technology for research purposes. CliniChem's license is
subject to such rights.

Prior to CliniChem's commercialization of any vaccine incorporating the
adjuvants or biovectors licensed to BioChem pursuant to the Pharmadigm or
Biovector Agreements, it may be necessary for BioChem to obtain the consent of
Pharmadigm or Biovector to grant a sublicense to CliniChem or for CliniChem to
obtain an independent license from Pharmadigm or Biovector for such adjuvants or
biovectors. See "Risk Factors."

Patheon Inc. holds a conditional right of first refusal to bid on the
commercial manufacturing of BCH-10652 in dosage form under a pre-existing
agreement. CliniChem's license to manufacture BCH-10652 will be subject to
Patheon's right of first refusal.

INCOME TAX CONSIDERATIONS

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Stikeman, Elliott, Canadian counsel to CliniChem, the
following are the principal Canadian federal income tax considerations generally
applicable to Holders who receive a dividend in the form of the CliniChem Common
Shares and who, at all relevant times, for purposes of the Income Tax Act
(Canada) the ("Tax Act"), hold the BioChem Common Shares, and will hold the
CliniChem Common Shares, as capital property and deal with each of BioChem and
CliniChem at arm's length. BioChem Common Shares and CliniChem Common Shares
will generally constitute capital property to a holder unless the holder holds
such shares in the course of carrying on a business or the holder has acquired
such shares in a transaction or transactions considered to be an adventure in
the nature of trade. This discussion is based on the current provisions of the
Tax Act, the regulations thereunder, counsel's understanding of current
administrative and assessing policies of Revenue Canada and all specific
proposals to amend the Tax Act publicly announced or released by or on behalf of
the Minister of Finance (Canada) before the date of this prospectus ("Tax
Proposals").

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The Tax Act contains certain provisions relating to securities held by
certain financial institutions (the "Mark-to-Market Rules"). This discussion
does not take into account these Mark-to-Market Rules or any amendments thereto
contained in the Tax Proposals and taxpayers that are "financial institutions"
for purposes of those rules should consult their own tax advisors.

This discussion is not exhaustive of all possible Canadian federal income
tax considerations and, except for the Tax Proposals, does not take into account
or anticipate any changes in law, whether by legislative, governmental or
judicial action, nor does it take into account tax legislation of any province,
territory or foreign jurisdiction. This discussion is of a general nature only
and is not intended to be, nor should it be construed as, legal or tax advice to
any particular holder of BioChem Common Shares and CliniChem Common Shares.

RESIDENTS

The following discussion is relevant to a holder of BioChem Common Shares
and CliniChem Common Shares who, for purposes of the Tax Act and any applicable
tax treaty or convention, is resident in Canada at all relevant times.

CliniChem Common Shares

The distribution of the CliniChem Common Shares as a dividend-in-kind will
be a taxable dividend to Holders. The amount of that dividend will be equal to
the fair market value of the CliniChem Common Shares at the time of payment.
Where the Holder is an individual, the amount of the dividend will be subject to
the gross-up and dividend tax credit rules normally applicable to dividends
received from taxable Canadian corporations. Subject to the potential
application of subsection 55(2) discussed below, where the Holder is a
corporation, the dividend will be included in computing its income and generally
will be deductible in computing taxable income. Private corporations and certain
other corporations controlled by or for the benefit of an individual or a
related group of individuals generally will be liable for the refundable tax on
dividends under Part IV of the Tax Act levied at a rate of 33 1/3%. In certain
circumstances, subsection 55(2) treats a dividend (other than a dividend subject
to Part IV tax that is not refunded as part of the same series of transactions)
received by a corporation as proceeds of disposition or a capital gain. Although
counsel does not believe subsection 55(2) should apply to the dividend of the
CliniChem Common Shares, corporate shareholders should consult their own tax
advisers with respect to the potential application of subsection 55(2) to that
dividend. CliniChem Common Shares received by a Holder will have a cost to the
holder for tax purposes equal to their fair market value at the time of payment.

On a disposition or deemed disposition of a CliniChem Common Share, the
Holder will realize a capital gain (or capital loss) equal to the amount by
which the proceeds of disposition for the CliniChem Common Share exceed (or are
less than) the aggregate of any costs of disposition and the adjusted cost base
to the holder of the CliniChem Common Share immediately before the disposition.

Tax Treatment of Capital Gains and Capital Losses

A holder of CliniChem Common Shares will be required to include in income
three-quarters of the amount of any capital gain (a "Taxable capital gain") and
may deduct three-quarters of the amount of any capital loss (an "Allowable
capital loss") against Taxable capital gains realized by the holder in the year
of the disposition. Allowable capital losses in excess of Taxable capital gains
may be carried back and deducted in any of the three preceding years or carried
forward and deducted in any following year against taxable capital gains
realized in such years to the extent and under the circumstances described in
the Tax Act.

A Canadian-controlled private corporation will also be subject to a
refundable tax of 6 2/3% on taxable capital gains realized on the disposition of
CliniChem Common Shares that will be refunded when the corporation pays taxable
dividends (at a rate of $1.00 for every $3.00 of taxable dividend paid).

In the case of a holder of CliniChem Common Shares that is a corporation,
the amount of any capital loss otherwise determined resulting from the
disposition of a CliniChem Common Share may be reduced by the amount of
dividends previously received or deemed to have been received thereon. Any such
restriction will not occur where the corporate holder owned the CliniChem Common
Share for 365 days or longer and such holder (together with any persons with
whom it did not deal at arm's length) did not own more than 5% of the

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shares of any class or series of CliniChem at the time the relevant dividends
were received or deemed to have been received. Analogous rules apply where a
corporation is a member of a partnership or a beneficiary of a trust which owns
CliniChem Common Shares.

NON-RESIDENTS

The following discussion is relevant to a holder of BioChem Common Shares
and CliniChem Common Shares, who, at all relevant times, for purposes of the Tax
Act and any applicable tax treaty or convention, is a non-resident or is deemed
to be a non-resident of Canada and does not use and is not deemed to use or hold
BioChem Common Shares and CliniChem Common Shares in the course of carrying on a
business in Canada. Special rules, which are not discussed below, may apply to a
non-resident that is an insurer which carries on business in Canada and
elsewhere.

CliniChem Common Shares

A non-resident Holder who receives CliniChem Common Shares as a
dividend-in-kind will be considered as having received a dividend equal to the
fair market value of the CliniChem Common Shares on the date of payment. Under
the Tax Act, dividends paid or credited to a non-resident are subject to
withholding tax at the rate of 25% of the gross amount of the dividends. This
withholding tax may be reduced or eliminated pursuant to the terms of an
applicable tax treaty between Canada and the country of residence of the
non-resident. For example, for persons who are resident in the United States for
purposes of the Canada-United States Income Tax Convention, (the "Convention")
the rate of withholding tax on dividends is reduced to 15% generally and 5% when
the United States resident is a company that beneficially owns at least 10% of
the voting stock of the company paying the dividends. See "The Distribution" as
to how the withholding obligation will be satisfied.

Under the Convention, dividends paid to certain religious, scientific,
charitable and other similar tax-exempt organisations and certain organisations
that are resident in, and exempt from tax in, the United States are exempt from
Canadian non-resident withholding tax. Provided that certain administrative
procedures designed to establish with the Canadian tax authorities the right of
such entities to benefit from this withholding tax exemption are complied with
by the tax-exempt entities prior to the Distribution, BioChem would not be
required to withhold such tax on such payment. Alternatively, the above
described tax-exempt entities may claim a refund of Canadian withholding tax
otherwise withheld by Biochem on the Distribution.

The CliniChem Common Shares received by a Holder including any CliniChem
Common Shares sold on behalf of the Holder to pay the Canadian withholding tax
for which the Holder is liable will have a cost to the Holder for Canadian tax
purposes equal to the fair market value of such CliniChem Common Shares on the
date of the dividend. A Holder will be treated as if it had acquired the
CliniChem Common Shares sold on its behalf and had disposed of such shares for
the amount received on their sale. Consequently, such a Holder may realize a
capital gain or capital loss, as discussed below.

On a disposition or deemed disposition of a CliniChem Common Share, a
non-resident holder will realize a capital gain (or capital loss) equal to the
amount by which the proceeds of disposition for the CliniChem Common Share
exceed (or are less than) the aggregate of any costs of disposition and the
adjusted cost base to the non-resident holder of the CliniChem Common Share
immediately before the disposition.

Tax Treatment of Capital Gains

A non-resident of Canada is liable for Canadian income tax on a capital
gain realized on the disposition of property only where that property
constitutes "taxable Canadian property". Three-quarters of any capital gain from
the disposition of taxable Canadian property is subject to Canadian tax.

Under the Tax Act, shares of CliniChem will not constitute taxable Canadian
property unless, at any time, in the five years immediately preceding the
disposition, the non-resident holder, either alone or together with persons with
whom the non-resident does not deal at arm's length, owned (or had a right to
acquire) more than 25% of the shares of any class (or series) of CliniChem. Even
in circumstances where shares of CliniChem are taxable Canadian property to a
non-resident holder, the non-resident holder may be entitled to relief from
Canadian tax on any capital gain realized on the disposition thereof pursuant to
the terms of an

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applicable tax treaty between Canada and the country of residence of the
non-resident. For example, the Convention provides that gains realized by a
resident of the United States on the disposition or deemed disposition of shares
of a company will generally not be subject to tax under the Tax Act, provided
that the value of the shares is not derived principally from real property
situated in Canada. CliniChem believes that the value of its shares is not
currently derived principally from real property situated in Canada and it does
not expect this to change in the foreseeable future.

Provided that the CliniChem Common Shares remain listed on a prescribed
stock exchange (including the Montreal Exchange, the Toronto Exchange and the
Nasdaq National Market System), a non-resident holder who disposes of CliniChem
Common Shares will not be required to comply with the Canadian notification
procedures generally applicable to dispositions of taxable Canadian property.

Taxation of Dividends

Dividends paid by CliniChem to a non-resident of Canada will be subject to
Canadian withholding tax at the rate described above under "CliniChem Common
Shares."

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes certain material United States Federal
income tax consequences to a U.S. Holder of the receipt, ownership and
disposition of CliniChem Common Shares. The discussion is limited to certain
material United States Federal income tax consequences to holders that are
individuals, corporations, estates or trusts, and that hold the CliniChem Common
Shares as capital assets. The discussion does not address the tax consequences
to special categories of investors such as dealers, traders, holders of
securities as part of a synthetic, integrated or derivative investment,
tax-exempt holders, other types of entity or holders which are subject to
special taxation regimes such as banks, real estate investment trusts, regulated
investment companies or insurance companies. The discussion also does not
address United States state and local taxes.

This discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), judicial decisions, administrative pronouncements, and existing
and proposed regulations issued by the United States Department of the Treasury
(the "Treasury Department") now in effect, all of which are subject to change,
possibly with retroactive effect. There can be no assurance that the Internal
Revenue Service will take a similar view of the tax consequences of the receipt,
ownership and disposition of the CliniChem Common Shares. U.S. Holders are urged
to consult their own tax advisers concerning the specific United States Federal,
state and local consequences of the receipt, ownership and disposition of the
CliniChem Common Shares given their particular status and circumstances.

The term "U.S. Holder" means a holder of either BioChem Common Shares or
CliniChem Common Shares, as applicable, that is, for United States Federal
income tax purposes, (a) a citizen or resident of the United States, (b) a
corporation, limited liability company, partnership or other entity created or
organized under the laws of the United States or of any political subdivision
thereof, (c) an estate, the income of which is subject to United States Federal
income taxation regardless of source, or (d) a trust, if a court within the
United States is able to exercise primary jurisdiction over its administration
and one or more United States persons have the authority to control all of its
substantial decisions.

CONSEQUENCES OF DISTRIBUTION

The Distribution of CliniChem Common Shares will be taxable to a U.S.
Holder as a dividend to the extent of BioChem's current and accumulated earnings
and profits ("E&P"). A U.S. Holder will not be entitled to a dividends-received
deduction in relation to any part of the Distribution which must be included as
a dividend. Any excess of the value of the CliniChem Common Shares distributed
over BioChem's E&P will be treated as a return of basis in a U.S. Holder's
BioChem Common Shares, and the U.S. Holder's tax basis in the BioChem Common
Shares will be reduced by the amount of such excess. Once a U.S. Holder's tax
basis in the BioChem Common Shares has been reduced to zero, any additional
excess will be taxable to the U.S. Holder as a capital gain, long- or short-term
depending upon whether the U.S. Holder has held the BioChem Common Shares for
more than one year. A U.S. Holder who is an individual will qualify for the
lowest capital gain rate only if such U.S. Holder has held the BioChem Common
Shares for more than
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eighteen months on the date of the Distribution. For purposes of the foregoing
rules, a U.S. Holder will be considered to have received a distribution equal to
the aggregate fair market value on the Distribution Date of the CliniChem Common
Shares actually received plus those withheld to satisfy such U.S. Holder's
Canadian withholding tax liability.

BioChem does not believe it has any accumulated E&P through December 31,
1997. BioChem will not be able to calculate its current E&P until the end of the
current tax year. BioChem will notify the relevant depository agents in early
1999 of the amount, if any, of the Distribution which must be included in the
income of U.S. Holders as a dividend.

The Distribution will be treated as a dividend-in-kind under Canadian tax
law, and consequently will be subject to Canadian withholding tax. See "Income
Tax Considerations--Canadian Federal Tax Considerations." Although such
withholding tax will be creditable under United States Federal tax law, a U.S.
Holder's ability to claim a foreign tax credit against its United States taxes
is subject to several limitations. In particular, a U.S. Holder may only claim a
foreign tax credit against the portion of its United States Federal income tax
liability allocable to foreign source income. Consequently, if some or all of
the Distribution is not taxed as a dividend (because BioChem has insufficient
E&P), a U.S. Holder may not be able to credit the full withholding tax against
its United States tax liability unless it has other foreign source income to
which the foreign withholding tax can be applied.

In order to satisfy a Registered U.S. Holder's liability for the Canadian
withholding tax, a portion of the CliniChem Common Shares otherwise deliverable
to such U.S. Holder will be withheld by the Distribution Agent. Such shares so
withheld will be sold on behalf of such U.S. Holder as is necessary, given the
price actually received and any expenses of sale, to realize sufficient proceeds
to satisfy the Canadian withholding tax liability. A U.S. Holder will recognize
a short-term capital gain or loss on the sale of such withheld shares equal to
the difference between the sale price realized and the sum of the fair value of
the shares on the date of the distribution plus any expenses incurred in
connection with such sale. Any withheld shares remaining unsold after sufficient
proceeds are realized will be distributed to the U.S. Holder. A U.S. Holder will
not recognize any gain or loss upon receipt of such remaining unsold shares.

A U.S. Holder's tax basis in the CliniChem Common Shares (including the
shares withheld to satisfy such U.S. Holder's Canadian withholding tax
liability) will be equal to their value on the Distribution Date. The U.S.
Holder's holding period of the CliniChem Common Shares including such withheld
shares will begin on the Distribution Date.

TAXATION OF CLINICHEM COMMON SHARES

Sale, Exchange or Other Disposition.

Subject to the discussion under "Passive Foreign Investment Company
Considerations" below, a U.S. Holder will recognize capital gain or loss on the
sale or other disposition of a CliniChem Common Share equal to the difference
between the amount received and such U.S. Holder's tax basis in the CliniChem
Common Share. Such gain or loss will be long-term if the U.S. Holder has held
the CliniChem Common Share for more than one year. A U.S. Holder that is an
individual will qualify for the lowest capital gain rate only if such U.S.
Holder has held the CliniChem Common Share for more than 18 months.

Taxation of Dividends.

A U.S. Holder will not be entitled to claim a dividend received deduction
with respect to dividends paid by CliniChem on CliniChem Common Shares.

U.S. Gift and Estate Tax.

An individual U.S. Holder of CliniChem Common Shares will be subject to
U.S. gift and estate taxes with respect to the CliniChem Common Shares in the
same manner and to the same extent as with respect to other types of personal
property.

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PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS.

A PFIC is any foreign corporation if, after the application of certain
"look-through" rules, (i) at least 75% of its gross income in any taxable year
is "passive income" or (ii) at least 50% of the average value of its assets is
attributable to assets that produce "passive income" or that are held for the
production of "passive income." Whether BioChem or CliniChem is a PFIC in any
year and the tax consequences relating to PFIC status will depend on the
composition of the income of BioChem or CliniChem, as the case may be. This
discussion assumes, and BioChem believes, that BioChem has not been a PFIC for
any prior year and will not be a PFIC during the current year. Because CliniChem
is expected initially to receive the majority of its income from passive
sources, it is expected that CliniChem will initially be a PFIC. If so, a U.S.
Holder receiving CliniChem Common Shares in the Distribution will be subject to
the PFIC taxation rules regardless of whether CliniChem continues to be a PFIC
in any subsequent year. Under the PFIC taxation rules, a U.S. Holder owning
shares of a PFIC is subject to a special United States federal income tax regime
with respect to certain distributions received from the PFIC and with respect to
gain from the sale or disposition of PFIC stock.

If CliniChem is a PFIC for any taxable year during which a U.S. Holder
holds CliniChem Common Shares, unless such U.S. Holder makes the qualified
election described below, such U.S. Holder will generally be subject to various
adverse United States tax consequences. Generally, a direct or indirect U.S.
holder of a PFIC must either (i) elect to have the PFIC treated, with respect to
the holder's shareholding, as a "Qualified Electing Fund" and to report
currently such holder's pro rata share of the PFIC's ordinary earnings and net
capital gain even if such holder does not receive distribution (the "qualified
election"), or (ii) upon disposition of the shares of the PFIC, including a
disposition pursuant to an otherwise tax-free reorganization, or receipt of an
"excess distribution" (generally the amount of each distribution received by the
holder in any year that is greater than its ratable share of 125% of the average
annual distributions received by such holder in the three preceding years or its
holding period, if shorter), be subject generally to tax at the highest
applicable rate or rates of tax imposed on ordinary income as if the gain or
distribution were earned ratably over the period in which the PFIC shares were
held (including payment of an interest charge at the rate equal to the charge
generally applicable to underpayment of tax, on the deferred tax). A shareholder
that makes a qualified election may recognize ordinary income or loss as a
result of currency fluctuations between the dates of deemed and actual
distributions from the PFIC.

The qualified election is made on a shareholder-by-shareholder basis and
can be revoked only with the consent of the Internal Revenue Service. Each
Holder of CliniChem Common Shares should consult with his own tax advisor to
decide whether to make the "qualified election." This election is made by
attaching the shareholder election statement, the PFIC annual information
statement and Form 8621 to such shareholder's timely filed income tax return
with a copy of the shareholder election statement and Form 8621 being sent to
the Internal Revenue Service Center, P.O. Box 21086, Philadelphia, Pennsylvania
19114. CliniChem will supply the PFIC annual information statement to all
shareholders of record for each year. Copies of the Form 8621 must also be filed
every year during which the "qualified election" is outstanding, both with such
shareholder's tax return and with the Internal Revenue Service Center in
Philadelphia.

THE FOREGOING SUMMARY OF CANADA AND UNITED STATES TAX CONSEQUENCES IS BASED
ON THE APPLICABLE INCOME TAX CONVENTION, ESTATE TAX CONVENTION, UNITED STATES
LAW, CANADIAN LAW, AND REGULATIONS, ADMINISTRATIVE RULINGS AND PRACTICES OF THE
UNITED STATES, AND CANADA, ALL AS THEY EXIST AS OF THE DATE OF THIS PROSPECTUS.
THIS SUMMARY DOES NOT DISCUSS ALL ASPECTS THAT MAY BE RELEVANT TO PROSPECTIVE
INVESTORS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. PROSPECTIVE INVESTORS ARE
URGED TO CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THEIR OWN PARTICULAR
CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF PROVINCIAL, STATE,
LOCAL AND FOREIGN TAX LAWS, ESTATE TAX LAWS AND PROPOSED CHANGES IN APPLICABLE
LAWS.

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EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS

There are currently no limitations imposed by Canadian federal of
provincial laws on the rights of non-resident or foreign owners of Canadian
securities to hold or vote the securities held. There are also no such
limitations imposed by the Articles and the By-laws with respect to the
CliniChem Common Shares.

DESCRIPTION OF CLINICHEM'S SHARE CAPITAL

The authorized share capital of CliniChem consists of an unlimited number
of CliniChem Common Shares and 1,000 Class B Shares. As of the date of this
Prospectus, there were CliniChem Common Shares outstanding and 1,000
Class B Shares outstanding.

CLINICHEM COMMON SHARES

Holders of CliniChem Common Shares are entitled to one vote for each share
held on all matters submitted to a vote of shareholders, except matters
submitted to the consent or the vote of the holders of a majority of the
outstanding Class B Shares. Holders of CliniChem Common Shares do not have
cumulative voting rights. Holders of CliniChem Common Shares are entitled to
receive such dividends, if any, as may be declared by the Board of Directors of
CliniChem out of funds legally available therefor. It is expected that CliniChem
will not pay dividends on the CliniChem Common Shares. Upon the liquidation,
dissolution or winding up of CliniChem, the holders of CliniChem Common Shares
are entitled to receive the assets of CliniChem on a pro rata basis. In the
event of the liquidation, dissolution or winding up of CliniChem, the Class B
Shares shall have priority over the CliniChem Common Shares with respect to
return of capital. Holders of CliniChem Common Shares have no preemptive,
subscription, redemption or conversion rights.

The rights of the holders of CliniChem Common Shares are subject to the
rights of the holders of any Class B Shares which are currently, or may in the
future, be issued.

All of the CliniChem Common Shares will be subject to the Purchase Option
whereby the holder of the majority of the outstanding Class B Shares can require
holders of the CliniChem Common Shares to sell their CliniChem Common Shares to
the holder of the majority of the outstanding Class B Shares at the Purchase
Option Exercise Price. The decision to exercise the Purchase Option by the
holder of the majority of the outstanding Class B Shares will depend on the
circumstances prevailing at the time consideration is given to its exercise and
will be based on a number of factors which are currently unknown, including the
extent to which CliniChem is successful in pursuing the CliniChem Programs and
whether or not the CliniChem Programs will fit such holder's business strategies
at that time. The Class B Shares are freely transferable. Any subsequent holder
of a majority of the outstanding Class B Shares may not possess the financial
resources necessary to exercise the Purchase Option and may be unable or
unwilling to register securities issued by it upon exercise of the Purchase
Option in exchange for the CliniChem Common Shares.

CLASS B SHARES

All the currently issued and outstanding Class B Shares are held by
BioChem. Holders of Class B Shares are entitled to one vote for each share held
on all matters submitted to a vote of shareholders. Holders of the majority of
the outstanding Class B Shares are entitled to elect one director. Holders of
Class B Shares do not have cumulative voting rights. Holders of Class B Shares
are entitled to receive such dividends, if any, as may be declared by the Board
of Directors of CliniChem out of funds legally available therefor. In the event
of the liquidation, dissolution or winding up of CliniChem, the Class B Shares
shall be entitled to receive, in preference and priority over the CliniChem
Common Shares, an amount equal to the consideration received by ClinChem upon
the issuance of the Class B Shares. CliniChem does not presently intend to issue
additional Class B Shares. The holders of a majority of the issued and
outstanding Class B Shares have, upon certain conditions, an option to purchase
all, but not less than all, of the CliniChem Common Shares issued and
outstanding. See "The Agreements and the Purchase Options--Purchase Option."

Until the exercise or the expiration of the Purchase Option, CliniChem may
not authorize or permit, without the prior written approval of the holders of a
majority of the outstanding Class B Shares, any amalgamation or liquidation of
CliniChem, and any amendments to the CliniChem Articles that would alter

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the Purchase Option, CliniChem's authorized capitalization, or the provisions of
the CliniChem Articles governing the right of the holders of the majority of the
outstanding Class B Shares to elect one director. See "The Agreements and the
Purchase Options--Purchase Option", "Risk Factors--Relationship Between
CliniChem and BioChem May Limit CliniChem's Activities and Market Value."

Thus BioChem, as the holder of a majority of the outstanding Class B
Shares, could preclude the holders of a majority of the outstanding CliniChem
Common Shares and the Board of Directors of CliniChem from taking any of the
foregoing actions during such period. In addition, until the expiration of the
Purchase Option, any resolution to liquidate, dissolve or wind up CliniChem will
confer upon the holders of the Class B Shares a right to vote and such Class B
Shares will carry a number of votes equal to the total number of votes carried
by the CliniChem Common Shares at the time outstanding.

SHAREHOLDER MEETINGS

Under applicable Canadian securities legislation and the CBCA, a meeting of
the shareholders of a company must be convened at least once every calendar
year. Meetings of shareholders of CliniChem shall be held at the place within
Canada provided in the By-laws of CliniChem or, in the absence of such
provision, at the place within Canada that the directors determine. Notice of
all general and special meetings of the shareholders of CliniChem must be
furnished to shareholders entitled to vote thereat, specifying the place, the
day and the hour of the meeting and the general nature of the business to be
considered.

NUMBER OF DIRECTORS; RESIDENCY REQUIREMENTS; VACANCIES; REMOVAL

CliniChem's Articles provide that there shall be a minimum of three
directors and a maximum of 15 directors. See "Business of CliniChem--Executive
Officers and Directors." The exact number of directors is fixed by the Board of
Directors, subject to the requirement of the CBCA that CliniChem have a minimum
of three directors, at least two of whom are not officers or employees of
CliniChem or its affiliates. The CBCA provides that a majority of the directors
of a corporation must be Canadian residents, defined to include Canadian
citizens and permanent residents ordinarily resident in Canada.

The CBCA provides that a vacancy on the Board of Directors may be filled by
a quorum of directors, except for a vacancy resulting from an increase in the
number or minimum number of directors or from a failure to elect the number or
minimum number of directors required by the Articles. In the event of a vacancy
of the director to be elected by the holders of the majority of the outstanding
Class B Shares, the Articles provide that such a vacancy shall only be filled by
a vote of the majority of the holders of the outstanding Class B Shares.

The directors of a CBCA corporation may be removed from office by a
resolution passed by a majority of the votes cast at a special meeting of
shareholders, subject to applicable class voting rights.

LIMITATIONS ON LIABILITY OF OFFICERS AND DIRECTORS

The CBCA provides that a corporation may indemnify, and CliniChem's By-laws
provide that CliniChem shall indemnify, in each case except in respect of an
action by or on behalf of CliniChem or a body corporate of which CliniChem is or
was a shareholder or creditor to procure a judgment in its favor, an officer or
director of CliniChem, a former officer or director of CliniChem or a person who
acts or acted at CliniChem's request as a director or officer of a body
corporate of which CliniChem is or was a shareholder or creditor, and his heirs
and legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of his being or having been a director or
officer of CliniChem or such body corporate, if he acted honestly and in good
faith with a view to the best interests of CliniChem, and, in the case of a
criminal or administrative action or proceeding that is endorsed by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.

AMENDMENT OF CERTAIN PROVISIONS OF THE ARTICLES; FUNDAMENTAL CHANGES

In accordance with the provisions of the CBCA, an amendment to the Articles
of CliniChem (except in limited circumstances) and the amalgamation or
dissolution of CliniChem will require the approval of the holders of the
majority of the outstanding Class B

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Shares and the approval of not less than two-thirds of the votes cast by the
shareholders voting in person or by proxy at a special meeting of the
shareholders of CliniChem. The By-laws of CliniChem provide that one person
present and holding or representing by proxy at least one issued voting share of
CliniChem shall be a quorum of any meeting of shareholders for the choice of a
chairman of the meeting and for the adjournment of the meeting; for all other
purposes a quorum for any meeting shall be persons present being not less that
two in number and holding or representing by proxy at least one-third of the
shares entitled to vote at such meeting.

DIRECTORS' INTERESTS

Subject to the provisions of the CBCA, a director or officer of CliniChem
may, notwithstanding his office, be a party to or otherwise interested in any
transaction or arrangement with CliniChem or in which CliniChem is otherwise
interested; and be a director or officer of, or employed by, or a party to any
transaction or arrangement with, or otherwise interested in, any body corporate
promoted by CliniChem or in which CliniChem is interested. So long as a director
or officer of CliniChem who is a party to a material contract or proposed
material contract with CliniChem, or is a director or an officer or has a
material interest in any person who is a party to a material contract or
proposed material contract with CliniChem, such director shall disclose in
writing to CliniChem or request to have entered in the minutes of meetings of
directors the nature and extent of his interest. A general notice to the
directors of CliniChem by a director or officer, declaring that he is a director
or officer of or has a material interest in a person and is to be regarded as
interested in any contract made with that person, is a sufficient declaration of
interest in relation to any contract so made. Except in certain cases, a
director shall not vote on any resolution to approve such contract.

A material contract between CliniChem and one of or more of its directors
and officers, or between CliniChem and another person of which a director or
officer of CliniChem is a director or officer or in which he has a material
interest, is neither void or voidable by reason only of that relationship or by
reason only that a director with an interest in the contract is present at or is
counted to determine the presence of a quorum at a meeting of directors or
committee of directors that authorized the contract, if the director or officer
disclosed his interest in accordance with the provisions of the CBCA and the
contract was approved by the directors or the shareholders and it was reasonable
and fair to CliniChem at the time it was approved. Where a director or officer
of CliniChem fails to disclose his interest in a material contract in accordance
with the CBCA, a court may, on the application of CliniChem or a shareholder of
CliniChem, set aside the contract on such terms as it thinks fit.

SHAREHOLDERS' ACTIONS

If on an application by a shareholder of CliniChem to a court, the court is
satisfied that in respect of CliniChem or any of its affiliates, any act or
omission of CliniChem or any of its affiliates effects a result, the business or
affairs of CliniChem or any of its affiliates are or have been carried on or
conducted in a manner, or the powers of the directors of CliniChem or any of its
affiliates are or have been exercised in a manner that is oppressive or unfairly
prejudicial to or that unfairly disregards the interests of any security holder,
creditor, director or officer, the court may make an order to rectify the
matters complained of.

DESCRIPTION OF BIOCHEM'S SHARE CAPITAL

BioChem's authorized share capital consists of an unlimited number of
BioChem Common Shares with no par value, of which 108,258,990 were issued and
outstanding as of January 31, 1998.

BIOCHEM COMMON SHARES

Each BioChem Common Share entitles its holder to one vote at all meetings
of shareholders of BioChem. Subject to any declarations of dividends, holders of
BioChem Common Shares are entitled to receive all dividends as and when declared
by the Board of Directors of BioChem. Upon liquidation or dissolution of
BioChem, holders of BioChem Common Shares shall ratably share the property of
BioChem remaining after payment of all liabilities and debts. There are no
preventive, redemption, purchase or conversion rights attached to the BioChem
Common Shares except as provided by law.

64
<PAGE> 66

AMENDMENT OF CERTAIN PROVISIONS OF THE ARTICLES

In accordance with the provisions of the CBCA, an amendment to the Articles
of BioChem (except in limited circumstances) and the amalgamation or dissolution
of BioChem will require the approval of not less than two-thirds of the votes
cast by the shareholders voting in person or by proxy at a special meeting of
the shareholders of BioChem. The By-laws of BioChem provide that one person
present and holding or representing by proxy at least one issued voting share of
BioChem shall be a quorum of any meeting of shareholders for the choice of a
chairman of the meeting and for the adjournment of the meeting; for all other
purposes, a quorum for any meeting (unless a different number of shareholders
and/ or a different number of shares are required to be represented by the CBCA
or by the Articles or By-laws of BioChem) shall be persons present being not
less than two (2) in number and holding or representing by proxy at least ten
percent (10%) of the shares entitled to vote at such meeting.

LEGAL MATTERS

The statements included in this Prospectus under the caption "Income Tax
Considerations-United States Federal Income Tax Considerations" have been
reviewed by Kirkland & Ellis, New York, CliniChem's United States counsel. The
statements included in this Prospectus under the caption "Income Tax
Considerations--Canadian Federal Income Tax Considerations", and certain other
legal matters relating to the Distribution have been passed upon by Stikeman,
Elliott, Montreal, CliniChem's Canadian Counsel. The Honorable James A. Grant,
P.C., Q.C., a partner of Stikeman, Elliott, is a director of BioChem.

EXPERTS

The balance sheet of CliniChem Development Inc. as of February 6, 1998 has
been included herein and in the Registration Statement in reliance upon the
report of Ernst & Young, independent chartered accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

MATERIAL CONTRACTS

Other than the contracts described under "The Agreements and the Purchase
Option", there is no material contract entered into by CliniChem prior to the
date hereof, other than in the ordinary course of business.

Copies of the foregoing agreements may be inspected at the registered
office of CliniChem at normal business hours during the period of distribution
of the CliniChem Common Shares offered by this Prospectus and for a period of 30
days thereafter.

PROMOTER

BioChem has taken the initiative in organizing the business of CliniChem
and accordingly may be considered to be a promoter of CliniChem under applicable
Canadian securities legislation.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of CliniChem are Ernst & Young, Chartered Accountants,
Montreal.

The transfer agent and registrar for the CliniChem Common Shares is General
Trust of Canada at its principal offices in Montreal and Toronto.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in several of the provinces of Canada provides
purchasers with the right to withdraw from an agreement to purchase securities
within two business days after receipt or deemed receipt of a prospectus and any
amendment. In several of the provinces and territories, securities legislation
further provide a purchaser with remedies for rescission or, in some
jurisdictions, damages where the prospectus and any amendment contains a
misrepresentation or is not delivered to the purchaser, provided that such
remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province
or territory. The purchaser should refer to any applicable provisions of the
securities legislation of his province or territory for the particulars of these
rights or consult with a legal adviser.

65
<PAGE> 67

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
PAGE
Report of Ernst & Young, Chartered Accountants.............. F-2
CliniChem Development Inc. Balance Sheet.................... F-3
Notes to CliniChem Development Inc. Balance Sheet........... F-4
CliniChem Development Inc. Pro Forma Balance Sheet.......... F-5
</TABLE>

F-1
<PAGE> 68

REPORT OF ERNST & YOUNG, CHARTERED ACCOUNTANTS

To the Directors of CliniChem Development Inc.

We have audited the balance sheet of CliniChem Development Inc. as at
February 6, 1998. This balance sheet is the responsibility of the Company's
management. Our responsibility is to express an opinion on this balance sheet
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance whether the balance sheet is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation.

In our opinion, this balance sheet presents fairly, in all material
respects, the financial position of the Company as at February 6, 1998, in
accordance with accounting principles generally accepted in Canada.

Montreal, Canada (signed) Ernst & Young
February 6, 1998 Chartered Accountants

F-2
<PAGE> 69

CLINICHEM DEVELOPMENT INC.

BALANCE SHEET
AS AT FEBRUARY 6, 1998

(In Canadian dollars)

ASSETS

<TABLE>
<S> <C>
Cash........................................................ $1,000
------
Total assets................................................ $1,000
======

SHAREHOLDER'S EQUITY
Total shareholder's equity [note 2]......................... $1,000
======
</TABLE>

Approved on behalf of the board of directors:

(signed) Frederick J. Andrew

(signed) Francois Legault

See Accompanying Notes to the Balance Sheet.
F-3
<PAGE> 70

CLINICHEM DEVELOPMENT INC.

NOTES TO BALANCE SHEET

1. INCORPORATION

CliniChem Development Inc. ("CliniChem" or the "Company") was incorporated
by articles of incorporation under the Canada Business Corporations Act by
BioChem Pharma Inc. ("BioChem") on January 30, 1998, to conduct research and
development of potential human therapeutic and vaccine products primarily
for the treatment of cancer and HIV infection and the prevention of certain
infectious diseases. CliniChem has not conducted any business to date and
its only activity to date has been the initial funding provided by BioChem,
which owns all of the Company's outstanding Common Shares. Accordingly, no
statement of income is presented.

CliniChem prepares its financial statements in accordance with accounting
principles generally accepted in Canada which conform in all material
respects with generally accepted accounting principles in the United States,
except as explained below in note 4.

2. SHARE CAPITAL

<TABLE>
<CAPTION>
NUMBER $
------ -----
<S> <C> <C>
Unlimited number of shares authorized; issued and
outstanding:
Common Shares............................................. 1,000 1,000
As of January 1998, CliniChem is a wholly-owned subsidiary
of BioChem.
</TABLE>

Prior to the closing of the Distribution contemplated by the Prospectus, of
which this Balance Sheet is a part, the Company intends to file articles of
amendment to provide for Class A Common Shares and Class B Common Shares.
The common shareholders of BioChem will receive one CliniChem Class A Common
Share for each 40 BioChem Common Shares held on the Record Date. The
Company's Common Shares owned by BioChem on the date on which the articles
of amendment are filed will be converted into 2,706,475 Class A Common
Shares and into 1,000 Class B Common Shares. In addition, BioChem will
contribute $150 million in cash to CliniChem as a capital contribution. As
the holder of the majority of outstanding Class B Common Shares of CliniChem
following the Distribution, BioChem will have the option to acquire all (but
not less than all) of the outstanding Class A Common Shares of CliniChem
under specified conditions.

3. DESCRIPTION OF BUSINESS AND CERTAIN TRANSACTIONS WITH BIOCHEM

CliniChem does not intend to perform any research or other activities, but
rather will contract with BioChem to perform all such activities pursuant to
the terms of the Research and Development Agreement to be entered into by
and between CliniChem and BioChem.

CliniChem intends to enter into certain agreements with BioChem, including
the Research and Development Agreement, the Technology License Agreement and
the Services Agreement, relating to the proposed research, development and
licensing of the therapeutic and vaccine products developed pursuant to
CliniChem's therapeutic development program and its vaccine program. In
addition, CliniChem will grant to BioChem an option to acquire all rights to
each CliniChem Product.

Substantially all of the management and operating activities of CliniChem
will be carried out by BioChem under the Research and Development Agreement
and the Services Agreement.

4. ACCOUNTING FOR REVENUES AND EXPENSES

The Company expects to incur most of its expenses under agreements with
BioChem. Development costs paid to BioChem under the Research and
Development Agreement, and the Technology Fee paid to BioChem under the
Technology License Agreement, will be recorded as research and development
expenses when incurred. Amounts paid to BioChem under the Services Agreement
will be recorded as administrative expenses when incurred except for product
development costs which meet all of the criteria for deferment and whose
recovery can reasonably be regarded as assured. These costs will be
capitalized and amortized from the date of commercial production on a
straight-line basis over a period not exceeding five years. However, for
purposes of generally accepted accounting principles in the United States,
all such costs will be expensed as incurred.

F-4
<PAGE> 71

CLINICHEM DEVELOPMENT INC.

PRO FORMA BALANCE SHEET

AS AT FEBRUARY 6, 1998
(UNAUDITED)

The following pro forma balance sheet should be read in conjunction with
the audited balance sheet and notes to the balance sheet of CliniChem as at
February 6, 1998. The pro forma balance sheet is presented to show the financial
position of CliniChem following the receipt of a contribution of $150 million in
cash from BioChem, the conversion of 1,000 Common Shares owned by BioChem into
2,706,475 Class A Common Shares and into 1,000 Class B Common Shares prior to
the Distribution.

<TABLE>
<CAPTION>
PRO FORMA AS ADJUSTED AS OF
UNADJUSTED ADJUSTMENTS FEBRUARY 6, 1998
---------- ------------ -----------------
(In Canadian dollars)
<S> <C> <C> <C>
ASSETS
Cash............................................. $ 1,000 $150,000,000(a) $150,001,000
=========== ============ ============
SHAREHOLDERS' EQUITY
Common shares, unlimited number of shares
authorized, 1,000 shares issued and
outstanding.................................... 1,000 (1,000)(b) --
Class A Common Shares, unlimited number of shares
authorized, 2,706,475 shares issued and
outstanding.................................... -- 167(b) 167
Class B Common Shares, 1,000 shares authorized,
1,000 shares issued and outstanding............ -- 833(b) 833
Contributed surplus.............................. -- 150,000,000(a) 150,000,000
----------- ------------ ------------
Total Shareholders' equity....................... $ 1,000 $150,000,000 $150,001,000
=========== ============ ============
</TABLE>

- ---------------

(a) To reflect the receipt of the $150 million contribution from BioChem.
(b) To reflect the conversion of 1,000 Common Shares held by BioChem into
2,706,475 Class A Common Shares and into 1,000 Class B Common Shares.

F-5
<PAGE> 72

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY
BIOCHEM OR CLINICHEM. THIS
PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN
THE CLASS A COMMON SHARES TO WHICH
IT RELATES OR AN OFFER TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH OFFER
WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY
SALE SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

- --------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 2
Enforceability of Civil Liabilities Under
United States Federal Securities
Laws................................... 3
Trademarks............................... 3
Exchange Rate Data....................... 3
Prospectus Summary....................... 4
Glossary................................. 17
Risk Factors............................. 19
The Distribution......................... 27
CliniChem Pro Forma Capitalization....... 31
Reasons for the Distribution and Effects
on BioChem............................. 31
Business of CliniChem.................... 34
Selected Financial Data of CliniChem..... 47
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................. 48
The Agreements and the Purchase Option... 49
Income Tax Considerations................ 56
Exchange Controls and Other Limitations
Affecting Security Holders............. 62
Description of CliniChem's Share
Capital................................ 62
Description of BioChem's Share Capital... 64
Legal Matters............................ 65
Experts.................................. 65
Material Contracts....................... 65
Promoter................................. 65
Auditors, Transfer Agent and Registrar... 65
Purchasers' Statutory Rights............. 65
Index to Financial Statements............ F-1
Opinion of Merrill Lynch, Pierce, Fenner
& Smith Incorporated................... A-1
</TABLE>

UNTIL , 1998 (THE 25TH DAY
AFTER THE DATE OF THIS PROSPECTUS),
ALL DEALERS EFFECTING TRANSACTIONS
IN THE CLASS A COMMON SHARES,
WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS
OR SUBSCRIPTIONS.

CLINICHEM
DEVELOPMENT INC.
CLASS A COMMON SHARES

BIOCHEM PHARMA INC.
COMMON SHARES

--------------------------------------------------------------------
PROSPECTUS

--------------------------------------------------------------------
, 1998
<PAGE> 73

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable by CliniChem
in connection with the sale of the CliniChem Common Shares being registered (all
amounts are estimated except the SEC Registration Fee and the Nasdaq National
Market Listing Application Fee):

<TABLE>
<S> <C>
SEC Registration Fee................................... $30,975.00
Nasdaq National Market Listing Application Fee......... 19,000.00
Financial Advisory Fee................................. *
Blue Sky Qualification Fees and Expenses............... *
Accounting Fees........................................ *
Legal Fees and Expenses................................ *
Transfer Agent and Registrar Fees...................... *
Printing and Engraving................................. *
Miscellaneous.......................................... *
----------
Total.................................................. $ *
==========
</TABLE>

- ---------------

*To be filed by Amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Except as hereinafter set forth, there is no charter provision, by law,
contract, arrangement or statute under which any director or officer of BioChem
or CliniChem is insured or indemnified in any manner against any liability which
he may incur in his capacity as such.

The Canada Business Corporations Act provides that a corporation may
indemnify, and BioChem's and CliniChem's By-laws each provide that BioChem and
CliniChem shall indemnify, in each case except in respect of an action by or on
behalf of BioChem or CliniChem or a body corporate of which BioChem or CliniChem
is or was a shareholder or creditor to procure a judgment in its favor, an
officer or director of BioChem or CliniChem, a former officer or director of
BioChem or CliniChem or a person who acts or acted at BioChem's or CliniChem's
request as a director or officer of a body corporate of which BioChem or
CliniChem is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his being or having been a director or officer
of BioChem or CliniChem or such body corporate, if he acted honestly and in good
faith with a view to the best interests of BioChem or CliniChem, and, in the
case of a criminal or administrative action or proceeding that is endorsed by a
monetary penalty, he had reasonable grounds for believing that his conduct was
lawful.

II-1
<PAGE> 74

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In February, 1998, CliniChem sold 1,000 common shares to BioChem Pharma
Inc. for an aggregate cash purchase price of $1,000. The common shares were
issued in a transaction consummated solely in Canada and, as such, without
registration under the Securities Act of 1933, as amended. No underwriting
commissions were paid in connection with such issuance.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT
NUMBER DESCRIPTION

3.1 Articles of Incorporation of CliniChem

3.2 By-Laws of CliniChem

3.3 Restated Articles of Incorporation of CliniChem (to be effective prior
to the Distribution)

4.1 Specimen Certificate of Class A Common Shares of CliniChem

4.2 Specimen Certificate of Common Shares of BioChem

5.1 Opinion of Stikeman, Elliott as to legality of underlying Class A
Common Shares of CliniChem, including consent

5.2 Opinion of Stikeman, Elliott as to legality of underlying Common Shares
of BioChem including consent

8.1 Opinion of Stikeman, Elliott as to Canadian tax matters, including
consent

8.2 Opinion of Kirkland & Ellis as to U.S. tax matters, including consent

10.1 Technology License Agreement between CliniChem and BioChem

10.2 Research and Development Agreement between CliniChem and BioChem

10.3 Product Option Agreement between CliniChem and BioChem

10.4 Distribution Agreement between CliniChem and BioChem

10.5 Services Agreement between CliniChem and BioChem

10.6 Amendment No. 1 to Research and Development Agreement between CliniChem
and BioChem

23.1 Consent of Ernst & Young, re CliniChem

23.2 Consent of Stikeman, Elliott (included in Exhibit 5.1 and Exhibit 8.1)

23.3 Consent of Kirkland & Ellis (included in Exhibit 8.2)

23.4 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated

23.5 Consent of Elizabeth Greetham

23.6 Consent of The Honorable Celine Hervieux-Payette

24.1 Powers of Attorney (included on signature pages)**

27.1 Financial Data Schedule

99.1 Form of Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
- ------------------
** Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned Registrants, CliniChem and BioChem, each hereby undertake:

(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended ("Securities Act");
II-2
<PAGE> 75

(ii) To reflect in the prospectus included in this registration
statement any facts or events arising after the effective date of
this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
("SEC") pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and

(iii) To include any material information with respect to the plan of
distribution nor previously disclosed in the registration statement
or any material change to such information in this registration
statement.

(2) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(3) To file a post-effective amendment to this registration statement to
include any financial statements required by Rule 3-19 of Regulation S-X
under the Securities Exchange Act of 1934 throughout the offering.

(4) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(5) For the purpose of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bono fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under
item 14 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

CliniChem and BioChem each hereby undertake to provide to the General Trust
of Canada, the distribution agent, at the Distribution Date certificates in such
denominations and registered in such names as required by the Distribution Agent
to permit prompt delivery to each purchaser.

II-3
<PAGE> 76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Laval, Quebec, on May 5, 1998.

CLINICHEM DEVELOPMENT INC.

By: /s/ FREDERICK J. ANDREW

Name: Frederick J. Andrew
Title: Chief Financial
Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement has been signed on behalf of CliniChem
Development Inc. by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>

* Chairman and President May 5, 1998
- --------------------------------------------- (Principal Executive Officer)
Francesco Bellini, Ph.D.

/s/ FREDERICK J. ANDREW Chief Financial Officer and Director May 5, 1998
- --------------------------------------------- (Principal Financial and Accounting
Frederick J. Andrew Officer)

/s/ CHARLES-A. TESSIER General Counsel and Secretary May 5, 1998
- ---------------------------------------------
Charles-A Tessier

* Director May 5, 1998
- ---------------------------------------------
Francois Legault
</TABLE>

* means signed by attorney-in-fact.
III-1
<PAGE> 77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Laval, Quebec, on May 5, 1998.

BIOCHEM PHARMA INC.

By: /s/ FREDERICK J. ANDREW

Name: Frederick J. Andrew
Title: Chief Financial
Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed on behalf of BioChem Pharma Inc.
by the following persons in the capacities and on the dates indicated

<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>

* Chairman of the Board of Directors May 5, 1998
- ---------------------------------------------
Jean-Louis Fontaine

* Director May 5, 1998
- ---------------------------------------------
Guy Lord

* President, Chief Executive Officer May 5, 1998
- --------------------------------------------- and Director (Principal Executive
Francesco Bellini, Ph.D. Officer)

/s/ FREDERICK J. ANDREW Chief Financial Officer (Principal May 5, 1998
- --------------------------------------------- Financial and Accounting Officer)
Frederick J. Andrew

/s/ CHARLES-A. TESSIER Vice-President, Legal Affairs and May 5, 1998
- --------------------------------------------- Corporate Secretary
Charles-A Tessier

* Director May 5, 1998
- ---------------------------------------------
Gervais Dionne, Ph.D.

* Director May 5, 1998
- ---------------------------------------------
James A. Grant, Q.C.

* Director May 5, 1998
- ---------------------------------------------
Guy Savard

* Director May 5, 1998
- ---------------------------------------------
Jean-Francois Formela, M.D.
</TABLE>

* Means signed by attorney-in-fact

III-2
<PAGE> 78

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
3.1 Articles of Incorporation of CliniChem
3.2 By-Laws of CliniChem
3.3 Articles of Amendment of CliniChem (to be effective prior to
the Distribution)
4.1 Specimen Certificate of Class A Common Shares of CliniChem
4.2 Specimen Certificate of Common Shares of BioChem
5.1 Opinion of Stikeman, Elliott as to legality of underlying
Class A Common Shares of CliniChem, including consent
5.2 Opinion of Stikeman, Elliott as to legality of underlying
Common Shares of BioChem, including consent
8.1 Opinion of Stikeman, Elliott as to tax matters, including
consent
8.2 Opinion of Kirkland & Ellis as to U.S. tax matters,
including consent
10.1 Technology License Agreement between CliniChem and BioChem
10.2 Research and Development Agreement between CliniChem and
BioChem
10.3 Product Option Agreement between CliniChem and BioChem
10.4 Distribution Agreement between CliniChem and BioChem
10.5 Services Agreement between CliniChem and BioChem
10.6 Amendment No. 1 to Research and Development Agreement
between CliniChem and BioChem
23.1 Consent of Ernst & Young, re CliniChem
23.2 Consent of Stikeman, Elliott (included in Exhibit 5.1 and
Exhibit 8.1)
23.3 Consent of Kirkland & Ellis (included in Exhibit 8.2)
23.4 Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated
23.5 Consent of Elizabeth Greetham
23.6 Consent of The Honorable Celine Hervieux-Payette
24.1 Powers of Attorney (included on signature pages)**
27.1 Financial Data Schedule
99.1 Form of Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated
</TABLE>

- ---------------

** Previously filed.

III-3

<PAGE> 1
Exhibit 3.1
CANADA BUSINESS
CORPORATIONS ACT
FORM 1
ARTICLES OF INCORPORATION
(SECTION 6)

1 - NAME OF CORPORATION

CliniChem Development Inc.

2 - THE PLACE IN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED

Metropolitan Region of Montreal, Province of Quebec.

3 - THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE

An unlimited number of common shares.

THE COMMON SHARES SHALL HAVE ATTACHED THERETO THE FOLLOWING RIGHTS,
PRIVILEGES, RESTRICTIONS AND CONDITIONS:

1 - Each common share shall entitle the holder thereof to one (1) vote at
all meetings of the shareholders of the Corporation.

2 - The holders of the common shares shall be entitled to receive during
each year, as and when declared by the board of directors, dividends
payable in money, property or by the issue of fully paid shares of the
capital of the Corporation.

3 - In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of
assets of the Corporation among shareholders for the purpose of winding-up
its affairs, the holders of the common shares shall be entitled to receive
the remaining property of the Corporation.

4 - RESTRICTIONS, IF ANY, ON SHARE TRANSFERS

No share in the share capital of the Corporation shall be transferred nor
shall it be assigned without the approval of the directors certified by a
resolution of the board of directors.

5 - NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS

A minimum of one (1) director and a maximum of fifteen (15) directors.

6 - RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON

None.

7 - OTHER PROVISIONS, IF ANY

(1) The number of the shareholders of the Corporation is limited to fifty
(50), exclusive of present or former employees of the Corporation or of
a subsidiary of the Corporation, two (2) or more persons holding one (1)
or more shares jointly being counted as a single shareholder;

(2) any distribution of securities to the public or invitation to the
public to subscribe for the Corporation's securities is prohibited; and

(3) the directors may appoint one or more directors, who shall hold
office for a term expiring no later than the close of the next annual
meeting of shareholders, but the total number of directors so appointed
may not exceed one third ( ) of the number of directors elected at the
previous annual meeting of shareholders.

8 - INCORPORATORS

Name Address

Jean Marc Huot 1155 Rene-Levesque Boulevard West
40th Floor
Montreal, Quebec
H3B 3V2

DATE SIGNATURE
January 30, 1998
_____________________
Jean Marc Huot

TITLE
Incorporator

____________________________________________________________________________
FOR DEPARTMENTAL USE ONLY

Corporation No. Filed
<PAGE> 2

CANADA BUSINESS
CORPORATIONS ACT
FORM 3
NOTICE OF REGISTERED OFFICE OR
NOTICE OF CHANGE OF REGISTERED
OFFICE
(SECTION 19)

1 - NAME OF CORPORATION

CliniChem Development Inc.

2 - CORPORATION NO.

3 - PLACE IN CANADA WHERE THE REGISTERED OFFICE IS SITUATED

Metropolitan Region of Montreal, Province of Quebec.

4 - ADDRESS OF THE REGISTERED OFFICE

275 Armand-Frappier Boulevard
Laval, Quebec
H7V 4A7

5 - EFFECTIVE DATE OF CHANGE

Not applicable.

6 - PREVIOUS ADDRESS OF THE REGISTERED OFFICE

Not applicable.

DATE SIGNATURE

______________________________
January 30, 1998 Jean Marc Huot

TITLE
Incorporator

________________________________________________________________________________
Filed

<PAGE> 3

CANADA BUSINESS
CORPORATIONS ACT
FORM 6
NOTICE OF DIRECTORS OR
NOTICE OF CHANGE OF DIRECTORS
(SECTIONS 106 AND 113)

1 - NAME OF CORPORATION

CliniChem Development Inc.

2 - CORPORATION NO.

3 - THE FOLLOWING PERSONS BECAME DIRECTORS OF THIS CORPORATION

Effective date: Not applicable.
Name
Residential address

OCCUPATION
Resident Canadian - Y/N

4 - THE FOLLOWING PERSONS CEASED TO BE DIRECTORS OF THIS CORPORATION

Effective date: Not applicable.
Name
Residential address

5 - THE DIRECTORS OF THIS CORPORATION NOW ARE

Name Jean Marc Huot

Residential address 11 Douglas Avenue
Westmount, Quebec
H3Y 1V5

OCCUPATION Lawyer

Resident Canadian - Y/N Y

DATE SIGNATURE

January 30, 1998

___________________________________
Jean Marc Huot
TITLE
Incorporator

_______________________________________________________________________________
Filed

<PAGE> 1
Exhibit 3.2
RESOLUTIONS
OF THE BOARD OF DIRECTORS
of
CliniChem Development Inc. -

RESOLVED:

THAT the following by-law be and the same is hereby adopted:

BY-LAW NO. ONE

DEFINITIONS

1. DEFINITIONS. In this by-law and all other by-laws of the Corporation,
unless the context otherwise specifies or requires:

(a) "ACT" means the CANADA BUSINESS CORPORATIONS ACT, R.S.C., 1985,
chapter C-44, and any statute that may be substituted therefor, as from time to
time amended;

(b) "ARTICLES" means the articles of the Corporation, as from time to time
amended or restated;

(d) words importing the singular number only shall include the plural and
VICE VERSA; words importing the masculine gender shall include the feminine and
neuter genders and VICE-VERSA; words importing persons shall include bodies
corporate, corporations, companies, partnerships, syndicates, trusts and any
number or aggregate of individuals;

(e) the headings used in the by-laws are inserted for reference purposes
only and are not to be considered or taken into account in construing the terms
or provisions thereof or to be deemed in any way to clarify, modify or explain
the effect of any such terms or provisions; and
<PAGE> 2
(f) all terms contained in the by-laws and which are defined in the Act
shall have the meanings given to such terms in the Act.

REGISTERED OFFICE

2. REGISTERED OFFICE. The Corporation may from time to time (i) by
resolution of the board of directors change the location of the address of the
registered office of the Corporation within the place specified in the articles
and (ii) by articles of amendment change the place in which its registered
office is situated to another place within Canada.

CORPORATE SEAL

3. CORPORATE SEAL. The Corporation may have one or more corporate seals which
shall be such as the board of directors may by resolution from time to time
adopt and change.

DIRECTORS

4. NUMBER AND POWERS. There shall be a board of directors consisting of such
fixed number, or minimum and maximum number of directors as may be set out in
the articles, but a Corporation, any of the issued securities of which are or
were part of a distribution to the public and remain outstanding and are held by
more than one person, shall not have fewer than three (3) directors, at least
two (2) of whom are not officers or employees of the Corporation or its
affiliates. A majority of the board of directors must be resident Canadians
unless the Corporation is a holding Corporation referred to in subsection 105(4)
of the Act.

5. VACANCIES. If the number of directors is increased, the resulting vacancies
shall be filled at a meeting of shareholders duly called for that purpose.
Notwithstanding the provisions of this by-law and subject to the provisions of
the Act, if a vacancy should otherwise occur in the board, the remaining
directors, if constituting a quorum, may appoint a qualified person to fill the
vacancy for the remainder of the term. In the event of a vacancy of the director
to be elected by the holders of the majority of the outstanding Class B Common
Shares of the Corporation, the articles provide that such a vacancy shall only
be filed by a vote of the majority of the holders of the outstanding Class B
Common Shares of the Corporation. In the absence of a quorum, the remaining
directors shall forthwith call a meeting of shareholders to fill the vacancy
pursuant to subsection 111(2) of the Act. Where a vacancy or vacancies exist in
the board, the remaining directors may exercise all of the powers of the board
so long as a quorum remains in office.

6. TERM OF OFFICE. A director's term of office shall be from the meeting at
which he is elected or appointed until the annual meeting next following or
until his

-2-
<PAGE> 3
successor is elected or appointed, or until, if earlier, he dies or
resigns, or is removed or disqualified pursuant to the provisions of the Act.

7. VACATION OF OFFICE. The office of a director shall ipso facto be vacated
if:

(a) he dies;

(b) by notice in writing to the Corporation, he resigns his office and
such resignation, if not effective immediately, becomes effective in accordance
with its terms;

(d) he ceases to be qualified to be a director.

8. ELECTION. Directors shall be elected by the shareholders by ordinary
resolution in a general meeting on show of hands unless a poll is demanded and
if a poll is demanded such election shall be by ballot.

A retiring director shall retain office until the adjournment or
termination of the meeting at which his successor is elected unless such meeting
was called for the purpose of removing him from office as a director in which
case the director so removed shall vacate office forthwith upon the passing of
the resolution for his removal.

MEETINGS OF DIRECTORS

9. PLACE OF MEETING. Subject to the articles, meetings of directors may
be held at any place within or outside Canada as the directors may from time to
time determine or the person convening the meeting may give notice. A meeting of
the board of directors may be convened by the chairman of the board, if any, the
president if any, or any director at any time. The secretary, if any, shall upon
direction of any of the foregoing convene a meeting of the board of directors.

10. NOTICE. Notice of the time and place for the holding of any such
meeting shall be delivered, mailed, faxed, cabled or telexed to each director at
his latest address as shown on the records of the Corporation not less than two
(2) days (exclusive of the day on which the notice is delivered, mailed, faxed,
cabled or telexed but inclusive of the day for which notice is given) before the
date of the meeting; provided that meetings of the board of directors may be
held at any time without notice if all the directors have waived notice.

For the first meeting of the board of directors to be held immediately
following the election of directors at an annual or special meeting of the
shareholders, no notice of such meeting need be given to the newly elected or

<PAGE> 4
appointed director or directors in order for the meeting to be duly
constituted, provided a quorum of the directors is present.

A notice of a meeting of directors shall specify any matter referred to in
subsection 115(3) of the Act that is to be dealt with at the meeting.

11. WAIVER OF NOTICE. Notice of any meeting of the board of directors or any
irregularity in any meeting or in the notice thereof may be waived by any
director in writing or by telegram, fax, cable or telex addressed to the
Corporation or in any other manner, and such waiver may be validly given either
before or after the meeting to which such waiver relates. The attendance of a
director at a meeting of directors is a waiver of notice of the meeting except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.

12. TELEPHONE PARTICIPATION. A director may, if all the directors of the
Corporation consent thereto (either before, during or after the meeting),
participate in a meeting of directors by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means
shall be deemed to be present at that meeting.

13. ADJOURNMENT. Any meeting of the board of directors may be adjourned from
time to time by the chairman of the meeting, with the consent of the meeting, to
a fixed time and place and no notice of the time and place for the continuance
of the adjourned meeting need be given to any director. Any adjourned meeting
shall be duly constituted if held in accordance with the terms of the
adjournment and a quorum present thereat. The directors who formed a quorum at
the original meeting are not required to form the quorum at the adjourned
meeting. If there is no quorum present at the adjourned meeting, the original
meeting shall be deemed to have terminated forthwith after its adjournment.

14. QUORUM AND VOTING. Subject to the articles, a majority of the number of
directors in office at the time shall constitute a quorum for the transaction of
business. Subject to subsection 117(1) of the Act, no business shall be
transacted by the directors except at a meeting of directors at which a quorum
of the board is present. Questions arising at any meeting of the board of
directors shall be decided by a majority of votes cast. In case of an equality
of votes, the chairman of the meeting, in addition to his original vote shall
not have a second or casting vote. Where the Corporation has only one director,
that director may constitute the meeting.

15. RESOLUTION IN LIEU OF MEETING. A resolution in writing, signed by all the
directors entitled to vote on that resolution at a meeting of directors, is as
valid as if it had been passed at a meeting of directors or committee of
directors.

A copy of every such resolution shall be kept with the minutes of the
proceedings of the directors or committee of directors.

-4-
<PAGE> 5
16. PROHIBITED ACTIONS. The directors of the Corporation are prohibited from
taking or permitting or causing to be taken any action inconsistent with, or
which would in any way alter, the rights of the holders of the majority of the
outstanding Class B Common Shares of the Corporation to acquire all (but not
less than all) of the outstanding Class A Common Shares of the Corporation upon
the terms and conditions set out in the articles. In addition, until the
expiration of the right of the holders of the majority of the outstanding Class
B Common Shares of the Corporation to acquire all (but not less than all) of the
outstanding Class A Common Shares of the Corporation, the directors of the
Corporation may not, without the consent of the holders of the majority of the
outstanding Class B Common Shares of the Corporation, take or permit or cause to
be taken any action with a view to amalgamate or liquidate the Corporation,
amend the articles to alter the right to purchase all (but not less than all) of
the outstanding Class A Common Shares of the Corporation, the authorized
capitalization of the Corporation or certain provisions of the articles
governing the right of the holders of the majority of the outstanding Class B
Common Shares of the Corporation to elect one of the directors of the
Corporation.

REMUNERATION OF DIRECTORS

17. REMUNERATION OF DIRECTORS. Subject to the articles, the remuneration to be
paid to the directors shall be such as the board of directors shall from time to
time determine and such remuneration shall be in addition to the salary paid to
any officer of the Corporation who is also a member of the board of directors.
The directors may also by resolution award special remuneration to any director
undertaking any special services on the Corporation's behalf other than the
routine work ordinarily required of a director by the Corporation. The
confirmation of any such resolution or resolutions by the shareholders shall not
be required. The directors shall also be entitled to be paid their travelling
and other expenses properly incurred by them in connection with the affairs of
the Corporation.

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

18. SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL. The
board of directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any annual meeting of
the shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and any contract, act or transaction that shall
be approved, ratified or confirmed by resolution passed by a majority of the
votes cast at any such meeting (unless any different or additional requirement
is imposed by the Act or by the Corporation's articles or any other by-law)
shall be as valid and as binding upon the Corporation and upon all the
shareholders as though it had been approved, ratified or confirmed by every
shareholder of the Corporation.

-5-
<PAGE> 6
INDEMNITIES TO DIRECTORS AND OTHERS

19. INDEMNITIES TO DIRECTORS AND OTHERS. Except in respect of an action by or
on behalf of the Corporation or another body corporate (as hereinafter defined)
to procure a judgment in its favour, the Corporation shall indemnify each
director and officer of the Corporation and each former director and officer of
the Corporation and each person who acts or acted at the Corporation's request
as a director or officer of another body corporate, and his heirs and legal
representatives, against all costs, charges and expenses, including any amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the Corporation or another body corporate, as the case may be, if

(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.

"another body corporate" as used herein means a body corporate of which the
Corporation is or was a shareholder or creditor.

OFFICERS

20. APPOINTMENT OF OFFICERS. Subject to the articles, the board of directors,
annually or as often as may be required, may appoint from among themselves a
chairman of the board and may appoint a president and a secretary and, if deemed
advisable, may also appoint one or more vice-presidents, a treasurer and one or
more assistant secretaries and/or one or more assistant treasurers. None of such
officers, except the chairman of the board, need be a director of the
Corporation. Any two (2) or more of such offices may be held by the same person.
In case and whenever the same person holds the offices of secretary and
treasurer he may, but need not, be known as the secretary- treasurer. The board
of directors may from time to time designate such other offices and appoint such
other officers, employees and agents as it shall deem necessary who shall have
such authority and shall perform such functions and duties, as may from time to
time be prescribed by resolution of the board of directors. The board of
directors may by resolution remove any officer, employee or agent at any time,
with or without cause.

21. REMOVAL OF OFFICERS. The board of directors may by resolution remove any
officer, employee or agent at any time, with or without cause.

22. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or inability or
refusal to act of any officer of the Corporation or for any other reason that
the

-6-
<PAGE> 7
board of directors may deem sufficient, the board may delegate all or any of
the powers of such officer to any other officer or to any director for the time
being.

23. CHAIRMAN OF THE BOARD. The chairman of the board, if any, shall, if
present, preside at all meetings of the board of directors and of shareholders.
He shall sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and duties as may from time to time
be assigned to him by resolution of the board of directors.

24. PRESIDENT. The president, if any, shall be the chief executive officer of
the Corporation and shall exercise general supervision over the business and
affairs of the Corporation. In the absence of the chairman of the board, if any,
the president shall, when present, preside at all meetings of the board of
directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the board of directors or as are incident to his office.

25. VICE-PRESIDENT. The vice-president or, if more than one, the
vice-presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the president in the absence or inability or
refusal to act of the president, provided, however, that a vice-president who is
not a director shall not preside as chairman at any meeting of shareholders. The
vice-president or, if more than one, the vice-presidents in order of seniority,
shall sign such contracts, documents or instruments in writing as require his or
their signatures and shall also have such other powers and duties as may from
time to time be assigned to him or them by resolution of the board of directors.

26. SECRETARY. The secretary, if any, shall give or cause to be given notices
for all meetings of the board of directors, of committees thereof, if any, and
of shareholders when directed to do so and shall have charge, subject to the
provisions of this by-law, of the records referred to in section 20 of the Act
(except the accounting records) and of the corporate seal or seals, if any. He
shall sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and duties as may from time to time
be assigned to him by resolution of the board of directors or as are incident to
his office.

27. TREASURER. Subject to the provisions of any resolution of the board of
directors, the treasurer, if any, shall have the care and custody of all the
funds and securities of the Corporation and shall deposit the same in the name
of the Corporation in such bank or banks or with such other depositary or
depositaries as the board of directors may by resolution direct. He shall
prepare, maintain and keep or cause to be kept adequate books of accounts and
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the board of directors
or as are incident to his office. He may be required to give such bond for the
faithful performance of his duties as the board of directors in their
uncontrolled discretion may require and no director shall

-7-
<PAGE> 8
28. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The assistant secretary
or, if more than one, the assistant Secretaries in order of seniority, and the
assistant treasurer or, if more than one, the assistant treasurers in order of
seniority, shall respectively perform all the duties of the secretary and
treasurer, respectively, in the absence or inability to act of the secretary or
treasurer as the case may be. The assistant secretary or assistant secretaries,
if more than one, and the assistant treasurer or assistant treasurers, if more
than one, shall sign such contracts, documents or instruments in writing as
require his or their signatures respectively and shall have such other powers
and duties as may from time to time be assigned to them by resolution of the
board of directors.

MANAGING DIRECTOR

29. MANAGING DIRECTOR. The board of directors may from time to time
appoint from their number a managing director who is a resident Canadian and may
delegate to him any of the powers of the board of directors except as provided
in subsection 115(3) of the Act. The managing director shall conform to all
lawful orders given to him by the board of directors of the Corporation and
shall at all reasonable times give to the directors or any of them all
information they may require regarding the affairs of the Corporation. Any agent
or employee appointed by the managing director shall be subject to discharge by
the board of directors.

COMMITTEES

30. COMMITTEES. The board of directors may from time to time appoint from
their number one or more committees consisting of one or more individuals and
delegate to such committee or committees any of the powers of the directors
except as provided in subsection 115(3) of the Act. Except in the case of a
holding Corporation referred to in subsection 105(4) of the Act, a majority of
the members of any such committee must be resident Canadians. Unless otherwise
ordered by the board, a committee of directors shall have power to fix its
quorum, to elect its chairman and to regulate its proceedings.

SHAREHOLDERS' MEETINGS

31. ANNUAL MEETING. Subject to compliance with section 133 of the Act, the
annual meeting of the shareholders shall be convened on such day in each year
and at such time as the board of directors may by resolution determine.

32. SPECIAL MEETINGS. Other meetings of the shareholders may be convened
by order of the chairman of the board, the president or a vice-president who is
a director or by the board of directors, to be held at such time and place as
may be specified in such order.

-8-
<PAGE> 9
Special meetings of shareholders may also be called by written requisition
to the board of directors signed by shareholders holding between them not less
than five percent (5%) of the outstanding shares of the capital of the
Corporation entitled to vote thereat. Such requisition shall state the business
to be transacted at the meeting and shall be sent to the registered office of
the Corporation.

Except as otherwise provided in subsection 143(3) of the Act, it shall be
the duty of the board of directors on receipt of such requisition, to cause the
meeting to be called by the secretary of the Corporation.

If the board of directors does not, within twenty-one (21) days after
receiving such requisition call a meeting, any shareholder who signed the
requisition may call the meeting.

33. PLACE OF MEETINGS. Meetings of shareholders of the Corporation shall be
held at the registered office of the Corporation or at such other place in
Canada as may be specified in the notice convening such meeting. Notwithstanding
the foregoing, a meeting of shareholders may be held outside Canada if all the
shareholders entitled to vote at that meeting so agree, and a shareholder who
attends a meeting of shareholders held outside Canada is deemed to have so
agreed except when he attends the meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully held.

34. NOTICE. A printed, written or typewritten notice stating the day, hour and
place of meeting and, subject to subsection 135(6) of the Act, the general
nature of the business to be transacted shall be served to each person who is
entitled to vote at such meeting, each director of the Corporation and the
auditor of the Corporation, either personally or by sending such notice by
prepaid mail not less than twenty-one (21) days or more than fifty (50) days
before the meeting. If such notice is served by mail it shall be directed to the
latest address as shown in the records of the Corporation, of the intended
recipient. Notice of any meeting of shareholders or any irregularity in any such
meeting or in the notice thereof may be waived by any shareholder, the duly
appointed proxy of any shareholder, any directors or the auditor of the
Corporation in writing, by fax, cable or telex addressed to the Corporation or
by any other manner, and any such waiver may be validly given either before or
after the meeting to which such waiver relates.

35. OMISSION OF NOTICE. The accidental omission to give notice of any meeting
to or the non-receipt of any notice by any person shall not invalidate any
resolution passed or any proceeding taken at any meeting of shareholders.

36. RECORD DATE. The board of directors may by resolution fix in advance a date
and time as the record date for the determination of the shareholders entitled
to receive notice of a meeting of the shareholders, but such record date shall
not precede by more than fifty (50) days or by less than twenty-one (21) days
the date on which the meeting is to be held.

-9-
<PAGE> 10
If the directors fail to fix in advance a date and time as the record date
in respect of all or any of the matters described above for any meeting of the
shareholders of the Corporation, the following provisions shall apply, as the
case may be:

(a) the record date for the determination of the shareholders entitled to
receive notice of a meeting of shareholders shall be at the close of business on
the day immediately preceding the day on which notice is given or sent;

(b) the record date for the determination of the shareholders entitled to
vote at a meeting of shareholders shall be the day on which the meeting is held;
and

(c) the record date for the determination of the shareholders entitled to
receive the financial statements of the Corporation shall be the close of
business on the day on which the directors pass the resolution relating thereto.

37. VOTES. Voting at a meeting of shareholders shall be by show of hands
except where a ballot is demanded by a shareholder entitled to vote at the
meeting. A shareholder may demand a ballot either before or immediately after
any vote by show of hands.

Every question submitted to any meeting of shareholders shall be decided in
the first instance, unless a ballot is demanded, on a show of hands and in case
of an equality of votes the chairman of the meeting shall not, both on a show of
hands and on a ballot, have a second or casting vote in addition to the vote or
votes to which he may be entitled as a shareholder.

At any meeting, unless a ballot is demanded, a declaration by the chairman
of the meeting that a resolution has been carried or carried unanimously or by a
particular majority or lost or not carried by a particular majority shall be
conclusive evidence of the fact without proof of the number or proportion of
votes recorded in favour of or against the motion.

In the absence of the chairman of the board, the president and every vice-
president who is a director, the shareholders present entitled to vote shall
choose another director as chairman of the meeting and if no director is present
or if all the directors present decline to take the chair then the shareholders
present shall choose one of their number to be chairman.

If at any meeting a ballot is demanded on the election of a chairman or on
the question of adjournment or termination it shall be taken forthwith without
adjournment. If a ballot is demanded on any other question, it shall be taken in
such manner as the chairman of the meeting shall direct. The result of a ballot
shall be deemed to be the resolution of the meeting at which the ballot was
demanded. A demand for a ballot may be withdrawn.

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<PAGE> 11
Where a person holds shares as a personal representative, such person or
his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.

Where a person mortgages or hypothecates his shares, such person or his
proxy is the person entitled to vote at all meetings of shareholders in respect
of such shares unless, in the instrument creating the mortgage or hypothec, he
has expressly empowered the person holding the mortgage or hypothec to vote in
respect of such shares, in which case, subject to the Corporation's articles,
such holder or his proxy is the person entitled to vote in respect of the
shares.

Where two (2) or more persons hold the same share or shares jointly, any
one of such persons present at a meeting of shareholders has the right, in the
absence of the other or others, to vote in respect of such share or shares, but
if more than one of such persons are present or represented by proxy and vote,
they shall vote together as one on the share or shares jointly held by them.

38. PROXIES. A shareholder, including a shareholder that is a body
corporate, entitled to vote at a meeting of shareholders may by means of a proxy
appoint a proxyholder or one or more alternate proxyholders, who are not
required to be shareholders, to attend and act at the meeting in the manner and
to the extent authorized by the proxy and with the authority conferred by the
proxy.

An instrument appointing a proxyholder shall be in writing and shall be
executed by the shareholder or his attorney authorized in writing or, if the
shareholder is a body corporate, either under its seal or by an officer or
attorney thereof, duly authorized. A proxy is valid only at the meeting in
respect of which it is given or any adjournment thereof.

Unless the Act requires another form, an instrument appointing a
proxyholder may be in the following form:

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<PAGE> 12
"The undersigned shareholder of hereby appoints of or failing him, of as
the nominee of the undersigned to attend and act for and on behalf of the
undersigned at the meeting of the shareholders of the said Corporation to be
held on the

day of , 19 , and at any adjournment thereof to
the same extent and with the same power as if the undersigned were personally
present at the said meeting or such adjournment thereof.

Dated the day of , 19 .

_________________________
Signature of Shareholder

NOTE:

This form of proxy must be signed by a shareholder or his attorney
authorized in writing or, if the shareholder is a body corporate, either under
its seal or by an officer or attorney thereof duly authorized."

The directors may from time to time pass regulations regarding the deposit
of instruments appointing a proxyholder at some place or places other than the
place at which a meeting or adjourned meeting of shareholders is to be held and
for particulars of such instruments to be telegraphed, cabled, telexed or sent
in writing before the meeting or adjourned meeting to the Corporation or any
agent of the Corporation for the purpose of receiving such particulars and
providing that instruments appointing a proxyholder so lodged may be voted upon
as though the instruments themselves were produced at the meeting or adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted. The chairman of any meeting of shareholders may, subject to
any regulations made as aforesaid, in his discretion accept fax, telex, cable or
written communication as to the authority of anyone claiming to vote on behalf
of and to represent a shareholder notwithstanding that no instrument of proxy
conferring such authority has been lodged with the Corporation, and any votes
given in accordance with such telegraphic, telex, cable or written communication
accepted by the chairman of the meeting shall be valid and shall be counted.

39. ADJOURNMENT. The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place. If a meeting of shareholders is adjourned less than thirty (30) days,
it is not necessary to give notice of the adjourned meeting other than by
announcement at the earliest meeting that is adjourned. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of thirty
(30) days or more, notice of

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<PAGE> 13
the adjourned meeting shall be given as for an original meeting but, unless the
meeting is adjourned by one or more adjournments for an aggregate of more than
ninety (90) days, the requirements of subsection 149(1) of the Act relating to
mandatory solicitation of proxies do not apply.

Any adjourned meeting shall be duly constituted if held in accordance with
the terms of the adjournment and a quorum is present thereat. The persons who
formed a quorum at the original meeting are not required to form a quorum at the
adjourned meeting. If there is no quorum present at the adjourned meeting, the
original meeting shall be deemed to have terminated forthwith after its
adjournment. Any business may be brought before or dealt with at any adjourned
meeting which might have been brought before or dealt with at the original
meeting in accordance with the notice calling same.

40. QUORUM. One (1) person present and holding or representing by proxy at
least one (1) issued voting share of the Corporation shall be a quorum of any
meeting of shareholders for the choice of a chairman of the meeting and for the
adjournment of the meeting; for all other purposes a quorum for any meeting
(unless a different number of shareholders and/or a different number of shares
are required to be represented by the Act or by the articles or by any other
by-law) shall be persons present being not less than two (2) in number and
holding or representing by proxy at least thirty-three and one-third percent (33
1/3%) of the shares entitled to vote at such meeting. If a quorum is present at
the opening of a meeting of the shareholders, the shareholders present may
proceed with the business of the meeting, notwithstanding that a quorum is not
present throughout the meeting. Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.

41. RESOLUTION IN LIEU OF MEETING. Except where a written statement is
submitted by a director under subsection 110(2) of the Act or by an auditor
under subsection 168(5) of the Act, a resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders.

A copy of every such resolution shall be kept with the minutes of the meetings
of shareholders.

42. PROHIBITED ACTIONS. The shareholders of the Corporation are prohibited from
taking or permitting or causing to be taken any action inconsistent with, or
which would in any way alter, the rights of the holders of the majority of the
outstanding Class B Common Shares of the Corporation to acquire all (but not
less than all) of the outstanding Class A Common Shares of the Corporation upon
the terms and conditions set out in the Articles. In addition, until the
expiration of the right of the holders of the majority of the outstanding Class
B Common Shares of the Corporation to acquire all (but not less than all) of the
outstanding Class A Common Shares of the Corporation, the shareholders of the
Corporation may not, without the consent of the holders of the majority of the
outstanding Class B Common Shares

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<PAGE> 14
of the Corporation, take or permit or cause to be taken any action with a
view to amalgamate or liquidate the Corporation, amend the articles to alter the
right of the holders of the majority of the outstanding Class B Common Shares of
the Corporation to acquire all (but not less than all) of the outstanding Class
A Common Shares of the Corporation, the authorized capitalization of the
Corporation, or certain provisions of the articles governing the right of the
holders of the majority of the outstanding Class B Common Shares of the
Corporation to elect one of the directors of the Corporation.

SECURITIES

43. CERTIFICATES. Share certificates (and the form of stock transfer power on
the reverse side thereof) shall (subject to compliance with section 49 of the
Act) be in such form and be signed by such director(s) or officer(s) as the
board of directors may from time to time by resolution determine.

44. REGISTRAR AND TRANSFER AGENT. The board of directors may from time to time
by resolution appoint or remove one or more registrars and/or branch registrars
(which may but need not be the same person) to keep the register of security
holders and/or one or more transfer agents and/or branch transfer agents (which
may but need not be the same person) to keep the register of transfer, and
(subject to section 50 of the Act) may provide for the registration of issues
and the registration of transfers of the securities of the Corporation in one or
more places and such registrars and/or branch registrars and/or transfer agents
and/or branch transfer agents shall keep all necessary books and registers of
the Corporation for the registration of the issuance and the registration of
transfers of the securities of the Corporation for which they are so appointed.
All certificates issued after any such appointment representing securities
issued by the Corporation shall be countersigned by or on behalf of one of the
said registrars and/or branch registrars and/or transfer agents and/or branch
transfer agents, as the case may be.

45. SURRENDER OF SHARE CERTIFICATES. No transfer of a share issued by the
Corporation shall be recorded or registered unless or until the certificate
representing the share to be transferred has been surrendered and cancelled or,
if no certificate has been issued by the Corporation in respect of such share,
unless or until a duly executed share transfer power in respect thereof has been
presented for registration.

46. DEFACED, DESTROYED, STOLEN OR LOST CERTIFICATES. If the defacement,
destruction or apparent destruction, theft, or other wrongful taking or loss of
a share certificate is reported by the owner to the Corporation or to a
registrar, branch registrar, transfer agent or branch transfer agent of the
Corporation (hereinafter, in this paragraph, called the "Corporation's transfer
agent") and such owner gives to the Corporation or the Corporation's transfer
agent a written statement verified by oath or statutory declaration as to the
defacement, destruction or apparent destruction, theft, or other wrongful taking
or loss and the circumstances concerning the same, a request for the issuance of
a new certificate to replace the one so defaced, destroyed, wrongfully taken or
lost and a bond of a

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<PAGE> 15
surety company (or other security approved by the board of directors) in
such form as is approved by the board of directors or by the chairman of the
board, the president, a vice-president, the secretary or the treasurer of the
Corporation, indemnifying the Corporation (and the Corporation's transfer agent,
if any), against all loss, damage or expense, which the Corporation and/or the
Corporation's transfer agent may suffer or be liable for by reason of the
issuance of a new certificate to such shareholder, a new certificate may be
issued in replacement of the one defaced, destroyed or apparently destroyed,
stolen or otherwise wrongfully taken or lost, if such issuance is ordered and
authorized by any one of the chairman of the board, the president, a
vice-president, the secretary or the treasurer of the Corporation or by
resolution of the board of directors.

DIVIDENDS

47. DIVIDENDS. Subject to the relevant provisions of the Act, the board of
directors may from time to time by resolution declare and the Corporation may
pay dividends on its issued shares, subject to the relevant provisions, if any,
of the articles.

NOTICE

48. SHARES REGISTERED IN MORE THAN ONE NAME. All notices or other documents
required to be sent to a shareholder by the Act, the regulations under the Act,
the articles or the by-laws of the Corporation shall, with respect to any shares
in the capital of the Corporation registered in more than one name, be given to
whichever of such persons is named first in the records of the Corporation and
any notice or other document so given shall be sufficient notice or delivery of
such document to all the holders of such shares.

49. PERSONS BECOMING ENTITLED BY OPERATION OF LAW. Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every
notice or other document in respect of such shares which prior to his name and
address being entered on the records of the Corporation shall have been duly
given to the person or persons from who he derives his title to such shares.

50. DECEASED SHAREHOLDER. Any notice or other document delivered or sent by
post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be then
deceased and whether or not the Corporation has notice of his decease, be deemed
to have been duly served in respect of the shares held by such shareholder
(whether held solely or with other persons) until some other person be entered
in his stead in the records of the Corporation as the holder or one of the
holders thereof and such service shall for all purposes be deemed a sufficient
service of such notice or other document on his heirs, executors or
administrators and all persons, if any, interested with him in such shares.

-15-
<PAGE> 16
51. SIGNATURES TO NOTICES. The signature of any director or officer of the
Corporation to any notice may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.

52. COMPUTATION OF TIME. Where a given number of days' notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day of service or posting of the
notice shall, unless it is otherwise provided, be counted in such number of days
or other period and such notice shall be deemed to have been given or sent on
the day of service or posting.

53. PROOF OF SERVICE. A certificate of any officer of the Corporation in office
at the time of the making of the certificate or of a transfer officer of any
transfer agent or branch transfer agent of shares of any class of the
Corporation as to facts in relation to the mailing or delivery or service of any
notice or other documents to any shareholder, director, officer or auditor or
publication of any notice or other document shall be conclusive evidence thereof
and shall be binding on every shareholder, director, officer or auditor of the
Corporation, as the case may be.

CHEQUES, DRAFTS, NOTES, ETC.

54. CHEQUES , DRAFTS, NOTES, ETC. All cheques, drafts or orders for the payment
of money and all notes, acceptances and bills of exchange shall be signed by
such officer or officers or other person or persons, whether or not officers of
the Corporation, and in such manner as the board of directors may from time to
time designate by resolution.

CUSTODY OF SECURITIES

55. CUSTODY OF SECURITIES. All securities, including warrants, owned by the
Corporation shall be lodged, in the name of the Corporation, with a chartered
bank or a trust company or in a safety deposit box or, if so authorized by
resolution of the board of directors, with such other depositaries or in such
other manner as may be determined from time to time by the board of directors.
All securities, including warrants, belonging to the Corporation may be issued
and held in the name of a nominee or nominees of the Corporation, and if issued
or held in the names of more than one nominee shall be held in the names of the
nominees jointly with right of survivorship and shall be endorsed in blank with
endorsement guaranteed in order to enable transfer thereof to be completed and
registration thereof to be effected.

EXECUTION OF CONTRACTS, ETC.

56. EXECUTION OF CONTRACTS, ETC. Contracts, documents or instruments in writing
requiring the signature of the Corporation may be signed by two (2) persons, one
of whom holds the office of chairman of the board, president, managing director,
vice- president or director and the other of whom holds one of the said offices
or

-16-
<PAGE> 17
the office of secretary, treasurer, assistant secretary or assistant
treasurer or any other office created by by-law or by resolution of the board.
All contracts, documents or instruments in writing so signed shall be binding
upon the Corporation without any further authorization or formality. The board
of directors is authorized from time to time by resolution to appoint any
officer or officers or any other person or persons on behalf of the Corporation
either to sign contracts, documents or instruments in writing generally or to
sign specific contracts, documents or instruments in writing. Where the
Corporation has only one director and officer being the same person, that person
may sign all such contracts, documents or other written instruments.

The corporate seal, if any, may, when required, be affixed to contracts,
documents or instruments in writing signed as aforesaid or by an officer or
officers, person or persons appointed as aforesaid by resolution of the board of
directors.

The term "contracts, documents or instruments in writing" as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immoveable or moveable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, warrants, bonds,
debentures or other securities and all paper writings.

In particular, without limiting the generality of the foregoing, two (2)
persons, one of whom holds the office of chairman of the board, president,
managing director, vice- president or director and the other of whom holds one
of the said offices or the office of secretary, treasurer, assistant secretary
or assistant treasurer or any other office created by by-law or by resolution of
the board are hereby authorized to sell, assign, transfer, exchange, convert or
convey all shares, bonds, debentures, rights, warrants or other securities owned
by or registered in the name of the Corporation and to sign and execute, under
the seal of the Corporation or otherwise, all assignments, transfers,
conveyances, powers of attorney and other instruments that may be necessary for
the purpose of selling, assigning, transferring, exchanging, converting or
conveying or enforcing or exercising any voting rights in respect of any such
shares, bonds, debentures, rights, warrants or other securities. Where the
Corporation has only one director and officer, being the same person, that
person may perform the functions and exercise the powers herein contemplated.

The signature or signatures of any officer or director of the Corporation
and/or of any other officer or officers, person or persons appointed as
aforesaid by resolution of the board of directors may, if specifically
authorized by resolution of the directors, be printed, engraved, lithographed or
otherwise mechanically reproduced upon all contracts, documents or instruments
in writing or, subject to subsections 49(4) and 49(5) of the Act, bonds,
debentures or other securities of the Corporation executed or issued by or on
behalf of the Corporation and all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation on which the
signatures of any of the foregoing officers, directors or persons shall be so
reproduced, by authorization by resolution of the board of directors, shall,
subject to subsections 49(4) and 49(5) of the Act, be deemed to

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<PAGE> 18
have been duly signed by such officers, shall be as valid to all intents and
purposes as if they had been signed manually and notwithstanding that the
officers, directors or persons whose signature or signatures is or are so
reproduced may have ceased to hold office at the date of the delivery or issue
of such contracts, documents or instruments in writing or bonds, debentures or
other securities of the Corporation.

DECLARATIONS

57. DECLARATIONS. The chairman of the board, if appointed, the president, the
vice- presidents, secretary and/or treasurer, the assistant secretaries and/or
assistant treasurers, comptroller, persons responsible for a service or a
department, accountant, chief clerk, or any one of them, is authorized and
empowered to appear and make answer for the Corporation to all writs, orders and
interrogatories upon articulated facts issued out of any court and to declare
for and on behalf of the Corporation any answer to writs of attachment by way of
garnishment in which the Corporation is garnishee, and to make all affidavits
and sworn declarations in connection therewith or in connection with any or all
judicial proceedings to which the Corporation is a party and to make demands of
abandonment or petitions for winding up or bankruptcy orders upon any debtor of
the Corporation and to attend and vote at all meetings of creditors of any of
the Corporation's debtors and grant proxies in connection therewith.

FISCAL YEAR

58. FISCAL YEAR. The fiscal period of the Corporation shall terminate on such
day in each year as the board of directors may from time to time by resolution
determine.

The foregoing resolution is hereby consented to by the signatures of all the
directors of CLINICHEM DEVELOPMENT INC. - DEVELOPPEMENT CLINICHEM INC., pursuant
to subsection 117(1) of the CANADA BUSINESS CORPORATIONS ACT, effective as of
the ______________ th day of March, 1998.

_______________________________________
Francesco Bellini

_______________________________________
Frederick J. Andrew

_______________________________________
Francois Legault

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<PAGE> 19
CliniChem Development Inc. -

BY-LAW NO. ONE

<TABLE>
<S> <C> <C>
Article Page
DEFINITIONS
Act.................................................... 1 1
articles............................................... 1 1
by-law................................................. 1 1
REGISTERED OFFICE.......................................... 2 2
CORPORATE SEAL............................................. 3 2
DIRECTORS
Number and Powers...................................... 4 2
Vacancies.............................................. 5 2
Term of Office......................................... 6 2
Vacation of Office..................................... 7 3
Election............................................... 8 3
MEETINGS OF DIRECTORS
Place of Meeting....................................... 9 3
Notice................................................. 10 3
Waiver of Notice....................................... 11 4
Telephone Participation................................ 12 4
Adjournment............................................ 13 4
Quorum and Voting...................................... 14 4
Resolution in lieu of meeting.......................... 15 4
Notice................................................. 16 5
REMUNERATION OF DIRECTORS.................................. 17 5
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
SHAREHOLDERS FOR APPROVAL.................................. 18 5
INDEMNITIES TO DIRECTORS AND OTHERS........................ 19 5
OFFICERS
Appointment of Officers................................ 20 6
Removal of Officers.................................... 21 6
Duties of Officers may be Delegated.................... 22 6
Chairman of the Board.................................. 23 7
President.............................................. 24 7
Vice-President......................................... 25 7
Secretary.............................................. 26 7
</TABLE>
<PAGE> 20
ARTICLE PAGE

Treasurer. . . . . . . . . . . . . . . . . . . . 27 7
Assistant Secretary and Assistant Treasurer. . . 28 8
MANAGING DIRECTOR . . . . . . . . . . . . . . . . . . 29 8
COMMITTEES. . . . . . . . . . . . . . . . . . . . . . 30 8
SHAREHOLDERS' MEETINGS
Annual Meeting . . . . . . . . . . . . . . . . . 31 8
Special Meetings . . . . . . . . . . . . . . . . 32 8
Place of Meetings. . . . . . . . . . . . . . . . 33 9
Notice . . . . . . . . . . . . . . . . . . . . . 34 9
Omission of Notice . . . . . . . . . . . . . . . 35 9
Record Date. . . . . . . . . . . . . . . . . . . 36 9
Votes. . . . . . . . . . . . . . . . . . . . . . 37 10
Proxies. . . . . . . . . . . . . . . . . . . . . 38 11
Adjournment. . . . . . . . . . . . . . . . . . . 39 12
Quorum . . . . . . . . . . . . . . . . . . . . . 40 12
Resolution in lieu of meeting. . . . . . . . . . 41 13
Prohibited Actions . . . . . . . . . . . . . . . 42 13
SECURITIES
Certificates . . . . . . . . . . . . . . . . . . 43 14
Registrar and Transfer Agent . . . . . . . . . . 44 14
Surrender of Share Certificates. . . . . . . . . 45 14
Defaced, Destroyed, Stolen or Lost Certificates. 46 14
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . 47 14
NOTICE
Shares registered in more than one name. . . . . 48 14
Persons becoming entitled by operation of law. . 49 15
Deceased Shareholder . . . . . . . . . . . . . . 50 15
Signatures to Notices. . . . . . . . . . . . . . 51 15
Computation of Time. . . . . . . . . . . . . . . 52 15
Proof of Service . . . . . . . . . . . . . . . . 53 15
CHEQUES, DRAFTS, NOTES, ETC.. . . . . . . . . . . . . 54 15
CUSTODY OF SECURITIES . . . . . . . . . . . . . . . . 55 16
EXECUTION OF CONTRACTS, ETC.. . . . . . . . . . . . . 56 16
DECLARATIONS. . . . . . . . . . . . . . . . . . . . . 57 17
FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . 58 17

(ii)

<PAGE> 1
Exhibit 3.3
CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)

1 - NAME OF CORPORATION

CliniChem Development Inc.

2 - CORPORATION NO.

346070-3

A) Section 3 of the articles of incorporation be and the same is hereby
deleted and replaced by the following:

3 - THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE

A limited number of 1,000 Common shares;
An unlimited number of Class A Common shares; and
A limited number of 1,000 Class B Common shares.

1. PROVISIONS ATTACHING TO THE COMMON SHARES

The Common shares shall have attached thereto the following rights,
privileges, restrictions and conditions:

1.1 Each Common share shall entitle the holder thereof to one (1) vote at
all meetings of the shareholders of the Corporation (except meetings at which
only holders of another specified class of shares are entitled to vote pursuant
to the provisions hereof or pursuant to the provisions of the CANADA BUSINESS
CORPORATIONS ACT (the "ACT")).

1.2 The holders of the Common shares shall be entitled to receive, if and
when declared by the board of directors, concurrently with the holders of Class
A Common shares and of Class B Common shares on a PRO RATA basis dividends
payable in money, property or by the issue of fully paid shares of the capital
of the Corporation.

1.3 In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of assets
of the Corporation among shareholders for the purpose of winding-up its affairs,
the holders of the Common shares shall be entitled to receive the remaining
property of the Corporation concurrently with the holders of Class A Common
shares on a PRO RATA basis.

1.4 Common shares surrendered for cancellation, exchange, purchase or
redemption shall be canceled and the number thereof shall not be restored to the
status of authorized but unissued Common shares and as a result, may not be
reissued by the Corporation. Once all the issued and outstanding Common shares
have been canceled, the provisions of paragraph 1.1 to 1.3 shall be repealed and
there shall be no Common shares authorized.

2. PROVISIONS ATTACHING TO THE CLASS A COMMON SHARES

The Class A Common shares shall have attached thereto the following rights,
privileges, restrictions and conditions:

2.1 Each Class A Common share shall entitle the holder thereof to one (1)
vote at all meetings of the shareholders of the Corporation (except meetings at
which only holders of another specified class of shares are entitled to vote
pursuant to the provisions hereof or pursuant to the provisions of the Act and
except for the right of the holders of the Class B Common shares to elect one
director of the Corporation, the whole as set forth in paragraph 3.2).
<PAGE> 2
2.2 The holders of the Class A Common shares shall be entitled to receive,
if and when declared by the board of directors, pari passu with the holders of
Class B Common shares, dividends payable in money, property or by the issue of
fully paid shares of the capital of the Corporation. No dividend may be declared
on the Class A Common shares unless the same per-share dividend is declared on
the Class B Common shares.

2.3 In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of assets
of the Corporation among shareholders for the purpose of winding-up its affairs,
the holders of the Class A Common shares shall be entitled to receive, after
payment and distribution of the property and assets required to be distributed
to the holders of Class B Common shares pursuant to paragraph 3.5, the remaining
property of the Corporation.

2.4 The Class A Common shares are subject to an option in favour of the
holder of the majority of the outstanding Class B Common shares of the
Corporation as described in paragraph 3.7 and following hereof. Certificates
evidencing Class A Common shares issued by or on behalf of the Corporation shall
bear a legend in substantially the following form:

"As described in the Articles of Incorporation, as amended or restated
from time to time, of CliniChem Development Inc. - Developpement
CliniChem Inc. the Class A Common Shares evidenced hereby are subject
to an option in favour of the holder of the majority of the
outstanding Class B Common Shares of the Corporation; such option is
for a determined purchase price and expires at a precise date. A copy
of the Articles of Incorporation, as amended or restated from time to
time, may be requested by a shareholder without cost from the
Corporate Secretary by mail at 275 Armand-Frappier Blvd., Laval,
Quebec, Canada, H7V 4A7, by telephone at (514) 681-1744, or by fax at
(514) 978-7994."

2.5 No change to any of the provisions of paragraphs 2.1 to 2.4 or of this
paragraph 2.5 shall have any force or effect until it has been approved by a
majority of not less than two-thirds (2/3) of the votes cast by the holders of
the Class A Common shares, voting separately as a class at a meeting of such
holders specially called for that purpose, or by a resolution in writing signed
by all the holders of the Class A Common shares, in addition to any other
approval required by the Act.

3. PROVISIONS ATTACHING TO THE CLASS B COMMON SHARES

The Class B Common shares shall have attached thereto the following rights,
privileges, restrictions and conditions:

3.1 In these Class B Common Share Provisions, unless something in the
subject matter or context is inconsistent therewith:

"ACQUIRED PRODUCT" (PRODUIT ACQUIS) means any product for which BioChem or
a BioChem Affiliate has exercised the Product Option granted pursuant to the
Product Option Agreement.
<PAGE> 3
"AVAILABLE FUNDS" (FONDS DISPONIBLES) means, as of any date of
determination, all of the funds contributed to the Corporation by BioChem as of
such date, plus any investment income earned thereon, less (i) the aggregate
amount of all Research and Development Costs paid or incurred by the Corporation
as of such date; (ii) the aggregate reasonable ongoing administrative expenses
and income taxes paid (less income taxes refunded) or incurred by the
Corporation as of such date; (iii) the aggregate amount of all Technology Fee
payments paid or incurred by the Corporation as of such date; (iv) the
aggregate amount of all payments paid or incurred by the Corporation under the
Services Agreement as of such date and (v) reasonable amounts actually paid by
CliniChem for consultants to advise the Board of Directors of CliniChem with
respect to the CliniChem Products and the CliniChem Programs. Available Funds
shall not include payments made by BioChem to CliniChem pursuant to the Product
Option Agreement.

"BIOCHEM" (BIOCHEM) means BioChem Pharma Inc. and its successors or
assigns, including any person resulting from the amalgamation of BioChem Pharma
Inc. with any other person.

"BIOCHEM AFFILIATES" (MEMBRES DU GROUPE DE BIOCHEM) means, collectively,
BioChem Vaccines Inc., BioChem Therapeutic Inc., Tanaud Holdings (Barbados)
Limited, Tanaud International B.V. and Tanaud Ireland Inc.

"BIOCHEM COMMON SHARES" (ACTIONS ORDINAIRES DE BIOCHEM) means the Common
Shares of BioChem.

"BUSINESS DAY" (JOUR OUVRABLE) means any day other than a Saturday, a
Sunday or a day when banks are not open for business in the city of Montreal,
Quebec.

"CLASS A COMMON SHARES" (ACTIONS ORDINAIRES DE CATEGORIE A) means the Class
A Common Shares of the Corporation.

"CLASS B COMMON SHARES" (ACTIONS ORDINAIRES DE CATEGORIE B) means the Class
B Common Shares of the Corporation.

"CLASS B COMMON SHARE PROVISIONS" (DISPOSITIONS RELATIVES AUX ACTIONS
ORDINAIRES DE CATEGORIE B) means the rights, privileges, restrictions and
conditions attaching to the Class B Common Shares as set out in this Part of
these articles of amendment.

"CLINICHEM PRODUCT" (PRODUIT DE CLINICHEM) means any human therapeutic or
vaccine product developed under the Research and Development Agreement pursuant
to the CliniChem Programs in the applicable Fields of Use.

"CLINICHEM PROGRAMS" (PROGRAMMES DE CLINICHEM) means any of the therapeutic
and vaccine development programs listed in Exhibit A to the Research and
Development Agreement in the applicable Fields of Use indicated in such Exhibit
A, and any additional or modified development programs recommended by BioChem
and accepted by the Board of Directors of the Corporation for development under
the Research and Development Agreement.

"CLOSING DATE" (DATE DE CLOTURE) has the meaning ascribed to it in
paragraph 3.7 hereof.

"FAIR MARKET VALUE" (JUSTE VALEUR MARCHANDE) means, with reference to (a)
BioChem Common Shares, the average of the closing sales price of BioChem Common
Shares on the Nasdaq National Market converted to Canadian dollars using the
noon-buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York for the
day on which each such closing sales price occurred for the twenty (20) trading
days ending with the trading day that is two (2) trading days prior to the date
of determination; and (b) with reference to Majority Holder Common Shares, (i)
if the Majority Holder Common Shares are listed on any securities exchange
reporting closing sales prices, the average of the closing sales price of the
Majority Holder Common Shares on the principal exchange on which the Majority
Holder Common Shares are then traded, for the twenty (20) trading days ending
with the trading day that is two (2) trading days prior to the date of
determination; (ii) if the Majority Holder Common Shares are not listed on any
securities exchange described in clause b(i) but are quoted on a quotation
system providing bid prices, the average (over the (20) twenty-day period
described in clause b(i)) of the bid prices at the close of each day in such
period on the largest quotation system on which the Majority Holder Common
Shares are then quoted.
<PAGE> 4
"EXERCISE NOTICE" (AVIS DE LEVEE) has the meaning ascribed to it in
paragraph 3.8 hereof.

"FIELD OF USE" (DOMAINE D'UTILISATION) means the treatment of a particular
disease or, in the case of a vaccine, vaccination against a particular
bacterium, the whole as indicated in Exhibit A to the Research and Development
Agreement.

"FINAL PURCHASE OPTION EXERCISE PRICE" (PRIX DE LEVEE FINAL DE L'OPTION
D'ACHAT) means the Purchase Option Exercise Price minus the amount by which the
Corporation's Liabilities existing at the Purchase Option Exercise Date (other
than Liabilities under the Research and Development Agreement, the Services
Agreement and the Technology License Agreement and any debt owned to BioChem)
exceed the aggregate of the Corporation's then existing cash, cash equivalents
and short-term and long-term investments (but excluding the amount of Available
Funds remaining at such time); provided, however, that the Final Purchase Option
Exercise Price shall not be less than one dollar ($1.00).

"LIABILITIES" (PASSIFS) means, with respect to the Corporation, (i) all
liabilities required to be reflected or reserved against in the Corporation's
financial statements under Canadian generally accepted accounting principles
consistently applied and (ii) any reimbursement or similar obligation with
respect to any letter of credit issued for the account of the Corporation or as
to which the Corporation is otherwise liable. Liabilities of the type described
in (ii) shall be valued at the full amount of the potential liability of the
Corporation thereon.

"MAJORITY HOLDER" (PORTEUR MAJORITAIRE) means the holder of the majority of
the outstanding Class B Common Shares.

"MAJORITY HOLDER COMMON SHARES" (ACTIONS ORDINAIRES DU PORTEUR MAJORITAIRE)
means the common shares in the share capital of the Majority Holder.

"PRODUCT OPTION" (OPTION SUR LES PRODUITS) means the option granted to
BioChem and certain of the BioChem Affiliates pursuant to the Product Option
Agreement.

"PRODUCT OPTION AGREEMENT" (CONTRAT D'OPTION SUR LES PRODUITS) means the
Product Option Agreement dated as of March 31, 1998 by and between BioChem,
certain of the BioChem Affiliates and the Corporation as such agreement may be
amended or modified from time to time.
<PAGE> 5
"PRODUCT PAYMENT BUY-OUT OPTION" (OPTION DE RACHAT DES PAIEMENTS RELATIFS
AUX PRODUITS) means the option to buy out the Corporation's right to receive
payments to be made by BioChem and certain of the BioChem Affiliates to the
Corporation with respect to Acquired Products for any Acquired Product on a
country-by-country or global basis, as granted to BioChem and certain of the
BioChem Affiliates pursuant to the Product Option Agreement.

"PURCHASE OPTION" (OPTION D'ACHAT) has the meaning ascribed to it in
paragraph 3.7 hereof.

"PURCHASE OPTION EXERCISE DATE" (DATE DE LEVEE DE L'OPTION D'ACHAT) means
the date on which the Majority Holder notifies the Corporation in writing of the
exercise of the Purchase Option.

"PURCHASE OPTION EXERCISE PRICE" (PRIX DE LEVEE DE L'OPTION D'ACHAT) means
the greatest of:

(a) (i) 25 times the aggregate of (x) all worldwide payments made by and
all worldwide payments due to be made by BioChem and certain BioChem Affiliates
to the Corporation with respect to all Acquired Products for the four calendar
quarters immediately preceding the quarter in which the Purchase Option is
exercised (the "BASE PERIOD") and (y) all payments that would have been made and
all payments due to be made by BioChem and certain BioChem Affiliates to the
Corporation during the Base Period if BioChem or certain BioChem Affiliates had
not previously exercised the Product Payment Buy-Out Option with respect to any
product; less (ii) any amounts previously paid to exercise any payment buy-out
option for any CliniChem Product;

(b) the Fair Market Value of 420,000 BioChem Common Shares determined as
of the date on which the Majority Holder provides notice of its intention to
exercise the Purchase Option;

(c) $175 million plus any additional funds contributed to the Corporation
by BioChem less the aggregate amount of all Technology Fee payments, Research
and Development Costs and Services Agreement payments paid or incurred by the
Corporation as of the date the Purchase Option is exercised; and

(d) $50 million.

In the event that, prior to the exercise of the Purchase Option by the
Majority Holder, the number of outstanding BioChem Common Shares is increased by
virtue of a stock split or a dividend payable in BioChem Common Shares or the
number of such shares is decreased by virtue of a combination or
reclassification of such shares, then the number of BioChem Common Shares used
to compute the Purchase Option Exercise Price (if the Purchase Option Exercise
Price is the Fair Market Value of 420,000 BioChem Common Shares) shall be
increased or decreased, as the case may be, in proportion to such increase or
decrease in the number of outstanding BioChem Common Shares.

In the event that, prior to the exercise of the Purchase Option there is a
reclassification of the BioChem Common Shares, then the kind and number of
shares or other securities of BioChem resulting from such reclassification that
a holder of 420,000 BioChem Common Shares would have been entitled to receive
upon such reclassification will be used to determine the Fair Market Value of
the 420,000 BioChem Common Shares referred to in paragraph (b) above.
<PAGE> 6
"PURCHASE OPTION EXPIRATION TIME" (EXPIRATION DE L'OPTION D'ACHAT) means
the earlier of (i) 11:59 p.m. (Montreal time) on March 31, 2003 or (ii) the 90th
day after the date on which the Corporation provides the Majority Holder with
quarterly financial statements of the Corporation showing cash or cash
equivalents of less than $5 million, although the Majority Holder may, at its
election, extend such period by providing additional funding, including through
loans, for the continued conduct of any or all of the CliniChem Programs (but in
no event beyond March 31, 2003).

"RESEARCH AND DEVELOPMENT AGREEMENT" (CONTRAT DE RECHERCHE ET
DEVELOPPEMENT) means the Research and Development Agreement dated as of March
31, 1998 by and between BioChem and the Corporation as such agreement may be
amended or modified from time to time.

"RESEARCH AND DEVELOPMENT COSTS" (FRAIS DE RECHERCHE ET DEVELOPPEMENT)
means the fully-burdened cost of activities undertaken pursuant to the Research
and Development Agreement plus five percent (5%) of such costs with respect to
the CliniChem Products, as detailed in the Research and Development Agreement.

"SERVICES AGREEMENT" (CONTRAT DE SERVICES) shall mean the Services
Agreement dated as of March 31, 1998 by and between BioChem and the
Corporation, as such agreement may be amended or modified from time to time.

"STATUS STATEMENT" (BILAN D'ETAPE) means, as of any date, a balance sheet
prepared by the Corporation and delivered to the Majority Holder dated as of
such date, together with (i) a statement and brief description of all the
liabilities of the Corporation constituting Total Liabilities as of such date
not reflected on such balance sheet; (ii) a statement of the amount of Available
Funds remaining as of such date; and (iii) a statement of the total amounts paid
by and due from the Corporation pursuant to the Research and Development
Agreement through such date.

"TECHNOLOGY FEE" (FRAIS RELATIFS A LA TECHNOLOGIE) means those payments to
be made by the Corporation to BioChem and certain BioChem Affiliates pursuant to
the Technology License Agreement.

"TECHNOLOGY LICENSE AGREEMENT" (CONTRAT DE LICENCE TECHNOLOGIQUE) means the
Technology License Agreement dated as of March 31, 1998 by and between
BioChem, the BioChem Affiliates and the Corporation as such agreement may be
amended or modified from time to time.

"TOTAL LIABILITIES" (PASSIF TOTAL) means (i) all Liabilities, plus (ii) any
other debts, liabilities or obligations of the Corporation, absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, including all costs and expenses
relating thereto, and including those debts, liabilities and obligations arising
under any law, rule or regulation, or under any pending or threatened action,
suit or proceeding, or any order or consent decree of any governmental entity or
any award of any arbitrator of any kind, and those arising under any contract,
commitment or undertaking.

"TRANSFER AGENT" (AGENT DES TRANSFERTS) means General Trust of Canada, or
such other person as may from time to time be the registrar and transfer agent
for the Class A Common Shares.
<PAGE> 7
3.2 Each Class B Common Share shall entitle the holder thereof to one (1)
vote at all meetings of the shareholders of the Corporation (except where
paragraph 3.17 is applicable and except meetings at which only holders of
another specified class of shares are entitled to vote pursuant to the
provisions hereof or pursuant to the provisions of the Act). Holders of a
majority of the outstanding Class B Common Shares voting as a separate class,
are entitled to elect one (1) director.

3.3 Except as otherwise provided herein or as otherwise required by law, a
vacancy in the directorship elected by the holders of Class B Common Shares
pursuant to paragraph 3.2 shall be filled only by vote or written consent of the
majority of the holders of Class B Common Shares.

3.4 The holders of the Class B Common shares shall be entitled to receive,
if and when declared by the board of directors, pari passu with the holders of
Class A Common Shares dividends payable in money, property or by the issue of
fully paid shares of the capital of the Corporation.

3.5 In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of assets
of the Corporation among shareholders for the purpose of winding-up its affairs,
the holders of the Class B Common Shares shall be entitled to receive, in
preference and priority to any distribution of property or assets of the
Corporation to the holders of the Class A Common Shares, an amount equal to the
consideration received by the Corporation upon the issuance of the Class B
Common Shares.

3.6 The Class B Common Shares shall automatically convert into fully-paid
and non-assessable Class A Common Shares, at 12:01 a.m. (Montreal time), on the
day immediately following the expiration without exercise of the Purchase
Option. The Class B Common Shares shall convert into Class A Common Shares at
the rate of one (1) Class A Common Share for each Class B Common Share.

3.7 The Majority Holder is hereby granted an exclusive irrevocable
purchase option to purchase all issued and outstanding Class A Common Shares at
the Final Purchase Option Exercise Price (the "PURCHASE OPTION"). The Purchase
Option, if exercised, must be exercised as to all, but not less than all, issued
and out- standing Class A Common Shares and may be exercised at any time at or
prior to the Purchase Option Expiration Time. The Majority Holder shall elect,
at the time of exercise of the Purchase Option, to pay all or any portion of the
Final Purchase Option Exercise Price in cash, Majority Holder Common Shares
(valued at the Fair Market Value determined as of the Purchase Option Exercise
Date), or any combination thereof; provided, however, that the Majority Holder
shall not be entitled to pay all or any portion of the Final Purchase Option
Exercise Price in Majority Holder Common Shares if such shares are not listed on
any securities exchanges or quoted on a quotation system.

3.8 The Purchase Option shall be exercised, if at all, at or before the
Purchase Option Expiration Time by written notice (the "EXERCISE NOTICE") from
the Majority Holder to the Corporation stating that the Purchase Option is being
exercised and setting forth (1) the Purchase Option Exercise Price; (2) the
portion, if any, of the Final Purchase Option Exercise Price to be paid in cash
and the portion, if any, of the Final Pur- chase Option Exercise Price to be
paid in Majority Holder Common Shares, and if any portion of the Final Purchase
Option
<PAGE> 8
Exercise Price is to be paid in Majority Holder Common Shares, stating the Fair
Market Value of such Majority Common Shares determined as of the Purchase Option
Exercise Date; and (3) the closing date (the "CLOSING DATE") on which all of the
issued and outstanding Class A Common Shares will be purchased. The Purchase
Option shall be deemed to be exercised as of the date of the delivery of the
Exercise Notice to the Corporation at its principal offices.

3.9 Except as set forth below, the Closing Date shall be the date
specified as such in the Exercise Notice, which date shall be no later than
sixty (60) days after the Purchase Option Exercise Date. For greater certainty,
the Closing Date may be a date that is after the Purchase Option Expiration
Time. The Closing Date may be extended by the Majority Holder if, in the
judgment of the Majority Holder, an extension of the Closing Date is necessary
to obtain any governmental or third party consent to the purchase of the Class A
Common Shares, to permit any necessary prospectus to be receipted or
registration statement or similar filing to be declared effective, to permit the
expiration prior to the Closing Date of any statutory or regulatory waiting
period or to fulfill any other applicable legal requirements. The Majority
Holder may extend the Closing Date for the reasons set forth in the preceding
sentence by delivering a written notice of such extension to the Corporation on
or prior to the previously specified Closing Date. The Corporation shall
cooperate with the Majority Holder to effect the closing of the Purchase Option,
including without limitation seeking any required third-party or governmental
consents, and filing any applications, notifications, prospectus, registration
statements or the like which may be necessary to effect the closing.

3.10 From the Purchase Option Exercise Date until the Closing Date, the
Corporation will not take any of the following actions (or permit any such
actions to be taken on its behalf) except with the prior written consent of the
Majority Holder:

(A) borrow money, or mortgage, remortgage, pledge, hypothecate or
otherwise encumber any of its assets;

(B) sell, lease, lend, exchange or otherwise dispose of any of its assets,
other than (i) sales of inventory in the ordinary course of business; and (ii)
sales or dispositions of assets not directly related to the CliniChem Programs;

(C) pay or declare any dividends or make any distributions on or in
respect of any shares of its share capital other than to allow CliniChem to
distribute or spin-off to its shareholders any business, assets or the proceeds
of the sale thereof, including all related assets and liabilities, not directly
related to the CliniChem Programs;

(D) default in its obligations under any material contract, agreement,
commitment or undertaking of any kind or enter into any material contract,
agreement, purchase order or other commitment; or

(E) enter into any other transaction or liabilities, not in the ordinary
course of the Corporation's business.

3.11 Not later than twenty (20) Business Days following the Purchase Option
Exercise Date, the Corporation shall deliver a final Status Statement to the
Majority Holder prepared as of the Purchase Option Exercise Date. Following
receipt of such Status Statement and completion of any other investigation as
the Majority Holder shall deem necessary or appropriate, and prior to the
Closing Date, the Majority Holder shall determine the Final Purchase Option
Exercise Price and shall notify the Corporation of such determination.
<PAGE> 9
3.12 On the next Business Day immediately following receipt by the
Corporation of the determination of the Final Purchase Option Exercise Price,
the Corporation shall mail or deliver to each person who, at the date of such
mailing or delivery shall be a registered holder of Class A Common Shares,
notice of the intention of the Majority Holder to acquire all the issued and
outstanding Class A Common Shares on the Closing Date. Such notice shall be
delivered to, or mailed by ordinary prepaid post addressed to, the last address
of such holder as it appears on the records of the Corporation, or in the event
of the address of any such holder not appearing on the records of the
Corporation, then to the last address of such holder known to the Corporation.
Such notice shall set out the Final Purchase Option Exercise Price and the
Closing Date and instructions as to the surrender of certificates representing
the Class A Common Shares and with respect to the collection of the Final
Purchase Option Exercise Price by the holders of Class A Common Shares.

3.13 On or before the Closing Date, the Majority Holder shall deposit the
full amount of the Final Purchase Option Exercise Price with a bank or banks or
similar entities designated by the Majority Holder (which may include the
transfer agent of the Majority Holder if shares of Majority Holder Common Shares
are being delivered) to pay, on behalf of the Majority Holder, the Final
Purchase Option Exercise Price (the "PAYMENT AGENT"). Funds, if any, and
certificates representing Majority Holder Common Shares, if any, deposited with
the Payment Agent shall be delivered in trust for the benefit of the holders of
Class A Common Shares, and the Majority Holder shall provide the Payment Agent
with irrevocable instructions to pay, on or after the Closing Date, the Final
Purchase Option Exercise Price to registered holders of the Class A Common
Shares, the whole on presentation and surrender of the certificates for the
Class A Common Shares at the registered office of the Corporation or at such
other place or places as may be specified in the notice given by the Corporation
pursuant to paragraph 3.12 hereof.

3.14 As soon as practicable upon the request of the Majority Holder, the
Corporation shall provide, or shall cause its Transfer Agent to provide, to the
Majority Holder or to the Payment Agent, free of charge, a complete list of the
registered holders of Class A Common Shares, as of a specified date, including
the number of Class A Common Shares held of record and the address of each
registered holder as set forth in the records of the Corporation's Transfer
Agent.

3.15 Transfer of title of all the issued and outstanding Class A Common
Shares shall be deemed to occur automatically on the Closing Date and thereafter
the Corporation shall treat the Majority Holder as the sole holder of all the
issued and outstanding Class A Common Shares, notwithstanding the failure of any
holder of Class A Common Shares to tender the certificates representing such
Shares to the Payment Agent, whether or not such tender is required or requested
by the Payment Agent. After the Closing Date, the holders of the Class A Common
Shares shall no longer as such be shareholders of the Corporation, shall cease
to be entitled to dividends in respect of such shares and shall not be entitled
to exercise any of the rights of the holders thereof and shall be limited to
receiving the Final Purchase Option Exercise Price, the whole against
presentation and surrender of the certificates representing such Class A Common
Shares. The Corporation shall instruct its Transfer Agent not to accept any
Class A Common Shares for transfer on and after the Closing Date other than to
the Majority
<PAGE> 10
Holder. The Corporation shall take all actions reasonably requested by the
Majority Holder to assist in effectuating the transfer to it of the Class A
Common Shares in accordance with the provisions hereof. In the event that
payment of the Final Purchase Option Exercise Price shall not be made in
accordance with the provisions of paragraph 3.13 hereof, the rights of the
holders of such shares shall remain unaffected.

3.16 Until the Purchase Option Expiration Time, the Corporation shall not
take, nor permit any other person or entity within its control to take, any
action inconsistent with the rights of the Majority Holder under the Purchase
Option. The Corporation shall not enter into any arrangement agreement or
understanding, whether oral or in writing, that is inconsistent with or limits
or impairs the rights of the Majority Holder and the obligations of the
Corporation hereunder, including, without limitation, any arrangement, agreement
or understanding which imposes any obligation upon the Corporation or deprives
the Corporation of any material rights, as a consequence of the exercise of the
Purchase Option or the acquisition of the outstanding Class A Common Shares
pursuant thereto. In addition, until the Purchase Option Expiration Time, any
resolution to liquidate, dissolve or wind-up the Corporation will confer upon
the holders of Class B Common Shares a right to vote and such Class B Common
Shares will carry a number of votes equal to the total number of votes carried
by the Class A Common Shares at the time outstanding.

3.17 Until the Purchase Option Expiration Time, no alteration, change or
amendment to the Articles of Incorporation of the Corporation, as amended or
restated from time to time, that would alter the rights of the Majority Holder
under the Purchase Option, authorize the creation or issuance of any additional
class or series of shares, result in the voluntary dissolution, liquidation or
winding-up of the Corporation, effectuate an amalgamation or a consolidation of
the Corporation with or into any other corporation or entity, alter the right of
the Majority Holder to elect one director, or amend this paragraph 3.17 shall
have any force or effect until it has been approved by a majority of not less
than two-thirds (2/3) of the votes cast by the holders of the Class B Common
Shares, voting separately as a class at a meeting of such holders specially
called for that purpose, or by a resolution in writing signed by all the holders
of the Class B Common Shares, in addition to any other approval required by the
Act.
<PAGE> 11
B) Section 4 of the articles of incorporation be and the same is hereby
deleted and replaced by the following:

4 - RESTRICTIONS, IF ANY, ON SHARE TRANSFERS

None.

C) Section 5 of the articles of incorporation be and the same is hereby
deleted and replaced by the following:

5 - NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS

A minimum of three (3) directors and a maximum of
fifteen (15) directors.

D) Section 7 of the articles of incorporation be and the same is hereby
deleted and replaced by the following:

7 - OTHER PROVISIONS, IF ANY

None.
<TABLE>

<S> <C>
DATE SIGNATURE

/s/ Charles-A. Tessier
______________________________
May 5, 1998 Charles-A. Tessier

TITLE

General Counsel and Secretary

_____________________________________________________________________________
Filed

</TABLE>

<PAGE> 1

EXHIBIT 4.1
[FRONT OF STOCK CERTIFICATE]

DEVELOPPEMENT
CLINICHEM
DEVELOPMENT

CONSTITUEE EN VERTU DE LA LOI CANADIENNE SUR LES SOCIETES PAR ACTIONS
INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT

LE CAPITAL-ACTIONS AUTORISE DE LA SOCIETE EST CONSTITUE D'UN NOMBRE
LIMITE DE 1 000 ACTIONS ORDINAIRES, D'UN NOMBRE ILLIMITE D'ACTIONS
ORDINAIRES DE CATEGORIE A ET D'UN NOMBRE LIMITE DE 1 000 ACTIONS
ORDINAIRES DE CATEGORIE B.

THE AUTHORIZED SHARE CAPITAL OF THE CORPORATION CONSISTS OF A LIMITED NUMBER OF
1,000 COMMON SHARES, AN UNLIMITED NUMBER OF CLASS A COMMON SHARES AND A LIMITED
NUMBER OF 1,000 CLASS B COMMON SHARES.

CUSIP 186906 10 3

NUMERO - NUMBER

ACTIONS - SHARES

Les presentes attestent que
This certifies that

est le detenteur enregistre de
is the registered holder of

ACTIONS ORDINAIRES DE CATEGORIE A SANS VALEUR NOMINALE ENTIEREMENT
LIBEREES ET NON SUJETTES A APPELS DE VERSEMENTS DU CAPITAL-ACTIONS DE

DEVELOPPEMENT CLINICHEM INC.

L'inscription des transferts des actions representees par ce certificat ne
peut etre faite aux livres de la Societe que par le detenteur inscrit en
personne ou par son mandataire dument autorise par ecrit sur remise de ce
certificat dument endosse, sous reserve des exigences des lois regissant la
Societe.

Ce certificat n'est valide que s'il est contresigne par l'agent des
transferts et inscrit par l'agent charge de la tenue des registres de la
Societe.

EN FOI DE QUOI, la Societe a fait signer ce certificat par ses officiers
dument autorises.

CLASS A COMMON SHARES WITHOUT PAR VALUE, FULLY PAID AND NOT SUBJECT TO
CALLS, OF THE SHARE CAPITAL OF

CLINICHEM DEVELOPMENT INC.

Entry of the transfers of the shares represented by this certificate may be
made in the books of the Corporation only by the registered holder in person or
by his attorney duly authorized in writing, upon surrender of this certificate
properly endorsed, subject to compliance with the requirements of the laws
governing the Corporation.

This certificate shall not be valid unless countersigned by the Transfer
Agent and registered by the Registrar of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its duly authorized officers.

Date/Dated:

CONTRESIGNE ET INSCRIT - COUNTERSIGNED AND REGISTERED
TRUST GENERAL DU CANADA, Montreal, Toronto
GENERAL TRUST OF CANADA, Montreal, Toronto
AGENT DES TRANSFERTS ET AGENT CHARGE DE LA TENUE DES REGISTRES
TRANSFER AGENT AND REGISTRAR

PAR - PER:
---------------------------------------------------
REPRESENTANT AUTORISE - AUTHORIZED REPRESENTATIVE

LE PRESIDENT, LE CHEF DE LA DIRECTION FINANCIERE,

PRESIDENT CHIEF FINANCIAL OFFICER

L'INSCRIPTION DU TRANSFERT DES ACTIONS REPRESENTEES PAR CE CERTIFICAT PEUT ETRE
FAITE AUX PRINCIPALES PLACES D'AFFAIRES DE TRUST GENERAL DU CANADA A MONTREAL
ET A TORONTO.

REGISTRATION OF THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
BE MADE AT THE PRINCIPAL OFFICES OF GENERAL TRUST OF CANADA IN MONTREAL AND
TORONTO.
<PAGE> 2

[BACK OF STOCK CERTIFICATE]

<TABLE>
<S> <C>
LE TEXTE QUI SUIT EST UN SOMMAIRE DES DROITS, THE FOLLOWING IS A SUMMARY OF THE RIGHTS, PRIVILEGES,
PRIVILEGES, CONDITIONS ET RESTRICTIONS AFFERENTS AUX CONDITIONS AND RESTRICTIONS ATTACHING TO THE CLASS A
ACTIONS ORDINAIRES DE CATEGORIE A DU CAPITAL-ACTIONS COMMON SHARES OF THE SHARE CAPITAL OF THE
DE LA SOCIETE DONT LE TEXTE COMPLET SERA FOURNI, SANS CORPORATION, THE FULL TEXT OF WHICH WILL BE PROVIDED
FRAIS, SUR DEMANDE. WITHOUT CHARGE UPON REQUEST.

ACTIONS ORDINAIRES DE CATEGORIE A CLASS A COMMON SHARES

Les porteurs d'actions ordinaires de categorie A, tout The holders of Class A Common shares, as for the holders
comme les porteurs d'actions ordinaires ou d'actions of Common Shares or Class B Common Shares, are entitled
ordinaires de categorie B, ont droit a un vote par to one vote per share except for the right of the holders
action sous reserve du droit des porteurs d'actions of the Class B Common Shares to elect one of the directors
ordinaires de categorie B d'elire un administrateur of the Corporation. Concurrently with the holders of Common
de la Societe. Concurremment avec les porteurs Shares and Class B Common Shares, the holders of Class A
d'actions ordinaires et d'actions ordinaires de Common Shares are entitled to receive such dividends as the
categorie B, les porteurs d'actions ordinaires de Board of Directors of the Corporation may declare and in
categorie A ont droit de recevoir les dividendes que event of the liquidation or dissolution of the Corporation,
le conseil d'administration de la Societe peut to receive, after the holders of Class B Common Shares,
declarer et de recevoir, apres les porteurs d'actions the remaining assets of the Corporation.
ordinaires de categorie B, le reliquat des biens de
la Societe en cas de dissolution ou de liquidation.

Tel que plus amplement decrit aux status constitutifs As described in the Articles of Incorporation as amended of
amendes de la Societe, les actions ordinaires de the Corporation, the Class A Common Shares evidenced hereby
categorie A representees par les presentes sont are subject to an option to purchase in favour of the holder
sujettes a une option d'achat en faveur du detenteur of the majority of the outstanding Class B Common Shares of
de la majorite des actions ordinaires de categorie B the Corporation, such option is for a determined purchase
en circulation de la Societe; cette option d'achat price and expires at a precise date.
est pour un prix determine et se termine a une date
precise.

Pour valeur recue, le (la) soussigne(e) vend, For value received, the undersigned hereby sells,
cede et transporte, par les presentes, a assigns and transfers unto

INDIQUER LE NUMERO D'ASSURANCE (BOX)(BOX)(BOX)-(BOX)(BOX)(BOX)-(BOX)(BOX)(BOX) PLEASE INSERT SOCIAL INSURANCE
SOCIALE DU CESSIONNAIRE NUMBER OF TRANSFEREE

- -------------------------------------------------------------------------------------------------------------------
actions ordinaires de categorie A
- ---------------------------------------------------------------------------------------------- Class A Common Shares
du capital-actions representees par le present of the share capital represented by the within certificate,
certificat et constitue par les presentes and does hereby irrevocably constitute and appoint

- --------------------------------------------------------------------------------------------------------------------
son mandataire irrevocable, avec plein droit de his/her attorney to transfer the said shares on the securities
delegation des pouvoirs conferes, pour le transfert registers of the within named Corporation with full power
desdites actions dans les registres des valeurs of substitution.
mobilieres de la Societe.

Date------------------------------------------------

Signature----------------------------------------------------

Temoin
Witness---------------------------------------------

AVIS: LA SIGNATURE A CETTE CESSION DOIT CORRESPONDRE,
EN TOUS POINTS, AU NOM TEL QU'ECRIT AU RECTO OU
CERTIFICAT, SANS AUCUNE ADDITION, ALTERATION OU
MODIFICATION.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE. IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.

</TABLE>

<PAGE> 1

EXHIBIT 4.2
[FRONT OF STOCK CERTIFICATE]

BIOCHEM PHARMA INC.

REGIE PAR LES DISPOSITIONS DE LA PARTIE 1A DE LA LOI SUR
LES COMPAGNIES (QUEBEC)
GOVERNED BY THE PROVISIONS OF PART 1A OF THE COMPANIES ACT (QUEBEC)

LE CAPITAL-ACTIONS AUTORISE DE LA COMPAGNIE EST CONSTITUE D'UN NOMBRE
ILLIMITE D'ACTIONS SANS VALEUR NOMINALE.

THE AUTHORIZED SHARE CAPITAL OF THE COMPANY CONSISTS OF AN UNLIMITED NUMBER OF
COMMON SHARES WITHOUT PAR VALUE.

CUSIP 09058T 10 8

NUMERO - NUMBER

ACTIONS - SHARES

Les presentes attestent que
This certifies that

est le detenteur enregistre de
is the registered holder of

ACTIONS ORDINAIRES SANS VALEUR NOMINALE ENTIEREMENT LIBEREES ET NON
SUJETTES A APPELS DE VERSEMENTS DU CAPITAL-ACTIONS DE

COMMON SHARES WITHOUT PAR VALUE, FULLY PAID AND NOT SUBJECT TO
CALLS, OF THE SHARE CAPITAL OF

BIOCHEM PHARMA INC.

L'inscription des transferts des actions representees par ce certificat ne
peut etre faite aux livres de la Compagnie que par le detenteur inscrit en
personne ou par son mandataire dument autorise par ecrit, sur remise de ce
cetificat dument endosse, sous reserve des exigences des lois regissant la
Compagnie.

Ce certificat n'est valide que s'il est contresigne par l'agent des
transferts et inscrit par l'agent charge de la tenue des registres de la
Compagnie.

EN FOI DE QUOI, la Compagnie a fait signer ce certificat par ses officiers
dument autorises.

Entry of the transfers of the shares represented by this certificate may be
made in the books of the Company only by the registered holder in person or
by his attorney duly authorized in writing, upon surrender of this certificate
properly endorsed, subject to compliance with the requirements of the laws
governing the Company.

This certificate shall not be valid unless countersigned by the Transfer
Agent and registered by the Registrar of the Company.

IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by its duly authorized officers.

Date/Dated:

PAR - PER:
---------------------------------------------------
REPRESENTANT AUTORISE - AUTHORIZED REPRESENTATIVE

LE PRESIDENT, LE PREMIER VICE-PRESIDENT, FINANCES,
ADMINISTRATION ET TRESORIER,

PRESIDENT SENIOR VICE-PRESIDENT, FINANCES,
ADMINISTRATION AND TREASURER

L'INSCRIPTION DU TRANSFERT DES ACTIONS REPRESENTEES PAR CE CERTIFICAT PEUT ETRE
FAITE AUX PRINCIPALES PLACES D'AFFAIRES DE TRUST GENERAL DU CANADA A MONTREAL
ET A TORONTO.

REGISTRATION OF THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
BE MADE AT THE PRINCIPAL OFFICES OF GENERAL TRUST OF CANADA IN MONTREAL AND
TORONTO.
<PAGE> 2

[BACK OF STOCK CERTIFICATE]

<TABLE>
<S> <C>
LE TEXTE QUI SUIT EST UN SOMMAIRE DES DROITS, PRIVILEGES, THE FOLLOWING IS A SUMMARY OF THE RIGHTS, PRIVILEGES,
CONDITIONS ET RESTRICTIONS AFFERENTS AUX ACTIONS DU CONDITIONS AND RESTRICTIONS ATTACHING TO THE SHARES OF THE
CAPITAL-ACTIONS DE LA COMPAGNIE DONT LE TEXTE COMPLET SERA SHARE CAPITAL OF THE COMPANY, THE FULL TEXT OF WHICH WILL BE
FOURNI, SANS FRAIS, SUR DEMANDE. PROVIDED WITHOUT CHARGE UPON REQUEST.

ACTIONS ORDINAIRES COMMON SHARES
Les porteurs d'actions ordinaires auront The holders of Common Shares are entitled to one vote per
droit a un vote par action et ont droit de recevoir les share, to receive such dividends as the board of directors of
dividendes que le conseil d'administration de la Compagnie the Company may delcare and, in the event of the liquidation
peut declarer et de recevoir le reliquat des biens de la or dissolution of the Company, to receive the remaining assets
Compagnie en cas de dissolution ou de liquidation. of the Company.

Pour valeur recue, le (la) soussigne(e) vend, cede et For value received, the undersigned hereby sells, assigns and
transporte, par les presentes, a transfers unto

INDIQUER LE NUMERO D'ASSURANCE (Box)(Box)(Box)-(Box)(Box)(Box)-(Box)(Box)(Box) PLEASE INSERT SOCIAL INSURANCE
SOCIALE DU CESSIONNAIRE NUMBER OF TRANSFEREE

____________________________________________________________________________________________________________________________________

actions
_____________________________________________________________________________________________________________________________ shares

du capital-actions representees par le present certificat et of the share capital represented by the within certificate,
constitue par les presentes and does hereby irrevocably constitute and appoint

____________________________________________________________________________________________________________________________________

son mandataire irrevocable, avec plein droit de delegation Attorney to transfer the said shares on the securities
des pouvoirs conferes, pour le transfert desdites actions registers of the within named Company with full power of
dans les registres des valeurs mobilieres de la Compagnie. substitution in the premises.

Date ______________________________________________________

Temoin Signature _____________________________________________________
Witness ___________________________________________________

AVIS : LA SIGNATURE A CETTE CESSION DOIT CORRESPONDRE, EN NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
TOUS POINTS, AU NOM TEL QU'ECRIT AU RECTO DU CERTIFICAT, WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE,
SANS AUCUNE ADDITION, ALTERATION OU MODIFICATION. IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
</TABLE>

<PAGE> 1
Exhibit 5.1
397-3000

[ ], 1998

CLINICHEM DEVELOPMENT INC.
275 Armand-Frappier Blvd.
Laval, Quebec
H7V 4A7

Ladies & Gentlemen:

You have requested our opinion with respect to certain matters in
connection with the filing by CliniChem Development Inc. (the "Company"), a
Canadian corporation, of a Registration Statement on Form F-1 (File No.
333-45871) (the "Registration Statement") with the United States Securities and
Exchange Commission, including a related prospectus filed with the Registration
Statement (the "U.S. Prospectus"), the filing with the securities commission or
similar regulatory authorities of each of the provinces of Canada of a
prospectus (the "Canadian Prospectus") and the distribution, pursuant to the
terms of a Distribution Agreement (the "Distribution Agreement") to be entered
into between BioChem Pharma Inc. ("BioChem") and the Company, of an aggregate of
2,706,475 Class A Common Shares of the Company (the "Shares"), by BioChem to the
holders of record of BioChem Common Shares. The U.S. Prospectus and the Canadian
Prospectus are collectively referred to as the "Prospectus".

For the purpose of the opinions expressed herein, we have examined original
executed, certified or facsimile copies of the following documents:

1. the form of Distribution Agreement filed as an exhibit to the
Registration Statement;

2. an Officer's Certificate dated [____], 1998 by the General Counsel and
Secretary of the Company (a duplicate of which is attached hereto) (the
"Officer's Certificate");

3. a Certificate of Compliance for the Company dated [____], 1998 issued by
the Deputy Director pursuant to Subsection 263(2) of the Canada Business
Corporations Act;

4. a Certificat d'attestation for the Company dated [____], 1998 issued
pursuant to Section 81 of An Act respecting the legal publicity of sole
proprietorships, partnerships and legal persons (Quebec);

<PAGE> 2
5. the certificate and articles of incorporation, the certificate and articles
of amendment, the by-laws and all amendments thereto and resolutions of the
directors and shareholders as contained in the minute books of the Company;
and

6. the Registration Statement and the Prospectus.

We have relied exclusively upon these documents. With your permission, we
have not undertaken any other investigation.

In our examination of the foregoing documents, we have assumed:

(a) the genuineness of all signatures on (whether originals or copies of
documents), the authenticity of and completeness of, all documents
submitted to us as originals and the conformity to original documents of
all documents submitted to us as notarial, true, certified, conformed,
photostatic, telecopied or electronic copies or similarly reproduced copies
of such original documents;

(b) the completeness, truth and accuracy of all facts set forth in official
public records, certificates and documents supplied by public officials or
otherwise conveyed to us by public officials;

(c) the completeness, truth and accuracy of all facts set forth in the
certificates supplied by the officers and directors of the Company,
including, without limitation the Officer's Certificate; and

(d) that each of the parties or signatories to the Distribution Agreement,
other than the Company, has the necessary power, capacity and authority to
execute, deliver and perform the Distribution Agreement, has taken all
necessary actions to authorise the execution, delivery and performance by
it of the Agreement and has duly executed and delivered the Distribution
Agreement and that it constitutes legal, valid and binding obligations of
such parties or signatories enforceable against them in accordance with its
terms.

We are qualified to practice law only in the Province of Quebec and our
opinions below are expressed only with respect to the laws of the Province of
Quebec and of Canada applicable therein.

2
<PAGE> 3
with, (vi) the Company and BioChem enter into and perform their respective
obligations under the Distribution Agreement, and (vii) appropriate share
certificates evidencing the Shares will be properly executed and delivered, we
are of the opinion that the Shares covered by the Prospectus when issued by the
Company will be validly issued, fully paid and non-assessable.

This opinion is solely for the benefit of the addressee hereof and not for
the benefit of any other persons and is rendered solely in connection with the
transactions to which it relates, and is not to be relied on by any other person
or for any other purpose nor is it to be quoted, filed, circulated, or otherwise
utilised in any way without our express prior written consent.

We consent to the reference to our firm under the caption "Legal Matters"
in the U.S. Prospectus included in the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement.

Yours very truly,

<PAGE> 4
CLINICHEM DEVELOPMENT INC.

OFFICER'S CERTIFICATE

The undersigned hereby certifies, on behalf of CliniChem Development Inc.
(the "Company"), and without personal liability, that:

1) the undersigned is the duly appointed General Counsel and Secretary of
the Company, and is duly authorised to provide this certificate on behalf
of the Company;

3) the Company has not taken any steps to wind-up its business, to terminate
its existence, to effect a liquidation or a dissolution of the
Company, to amalgamate, to continue in any other jurisdiction, to amend its
constating documents, or to change its corporate existence in any way since
the issuance of the Certificate of Amendment dated [____], 1998 by the
Director with respect to the Company under the Canada Business Corporations
Act;

4) the Company has not received any notice or other communication from any
person indicating that there exists any situation which, unless remedied,
could result in the termination of the existence of the Company or a
violation or a breach or a default under the constating documents of the
Company or its by-laws; and

5) the Certificate of Incorporation dated January 30, 1998, as amended by
Certificate of Amendment dated [____], 1998 and the By-laws of the Company,
are in full force and effect, unamended, as of the date hereof.

Dated this _________________ day of [____], 1998

By: ______________________________
Name: Charles-A. Tessier
Title: General Counsel and Secretary

<PAGE> 1
Exhibit 5.2
397-3000

[ ], 1998

BIOCHEM PHARMA INC.
275 Armand-Frappier Blvd.
Laval, Quebec
H7V 4A7

Ladies & Gentlemen:

You have requested our opinion with respect to certain matters in
connection with the filing by BioChem Pharma Inc. (the "Company"), a Canadian
corporation, of a Registration Statement on Form F-3 (File No. 333-48521) (the
"Registration Statement") with the United States Securities and Exchange
Commission and the distribution of Common Shares of the Company (the "Shares"),
by the Company to the holders of record of Class A Common Shares of CliniChem
Development Inc. ("CliniChem") in the event that the Company, as the holder of
the majority of the outstanding Class B Common Shares of CliniChem, exercises
the Purchase Option (as such term is defined in the Registration Statement) and
that the Company decides to pay all or part of the Purchase Option Exercise
Price (as such term is defined in the Registration Statement) in Shares.

For the purpose of the opinions expressed herein, we have examined original
executed, certified or facsimile copies of the following documents:

1. an Officer's Certificate dated [____], 1998 by the Vice President, Legal
Affairs and Corporate Secretary of the Company (a duplicate of which is
attached hereto) (the "Officer's Certificate");

2. a Certificate of Compliance for the Company dated [____], 1998 issued by
the Deputy Director pursuant to Subsection 263(2) of the Canada Business
Corporations Act;

3. a Certificat d'attestation for the Company dated [____], 1998 issued
pursuant to Section 81 of An Act respecting the legal publicity of sole
proprietorships, partnerships and legal persons (Quebec);

4. the certificate and articles of incorporation, the certificate and articles
of amendment, the by-laws and all amendments thereto and resolutions of the
directors and shareholders as contained in the minute books of the Company;

<PAGE> 2
5. the certificate and articles of incorporation, the certificate and
articles of amendment, the by-laws and all amendments thereto and
resolutions of the directors and shareholders as contained in the minute
books of the CliniChem; and

6. the Registration Statement.

We have relied exclusively upon these documents. With your permission, we
have not undertaken any other investigation.

In our examination of the foregoing documents, we have assumed:

(b) the completeness, truth and accuracy of all facts set forth in official
public records, certificates and documents supplied by public officials or
otherwise conveyed to us by public officials; and

(c) the completeness, truth and accuracy of all facts set forth in the
certificates supplied by the officers and directors of the Company,
including, without limitation the Officer's Certificate.

We are qualified to practice law only in the Province of Quebec and our
opinions below are expressed only with respect to the laws of the Province of
Quebec and of Canada applicable therein.

Based and relying upon the foregoing and subject to the limitations and
qualifications set forth below, and assuming that: (i) the Registration
Statement becomes and remains effective during the period when the Shares are
distributed, (ii) receipts or relief, if required, shall have been obtained from
the securities commission or similar regulatory authority of each of the
provinces of Canada prior to the distribution of the Shares, (iii) no stop order
suspending the effectiveness of the Registration Statement or any post-effective
amendment thereof shall have been issued by the United States Securities and
Exchange Commission or any State securities commission and no proceedings
therefor shall have been initiated or threatened, (iv) no order having the
effect of ceasing or suspending the distribution of Shares shall have been
issued by any Canadian provincial securities commission or similar regulatory
authority and no proceeding for that purpose shall have been instituted or
threatened, (v) all applicable securities laws are complied with, (vi) the
Company is the holder of the majority of the outstanding Class B Common Shares
of CliniChem and in such capacity exercises the Purchase Option, and (vii) at
the time of the exercise of the Purchase Option, the Board of Directors of the
Company properly resolves to pay the Purchase Option Exercise Price in Shares or
in any combination of cash and Shares, we are of the opinion that the Shares
covered by the Registration Statement when issued by the Company will be validly
issued, fully paid and non-assessable.

<PAGE> 3
This opinion is solely for the benefit of the addressee hereof and not for
the benefit of any other persons and is rendered solely in connection with the
transactions to which it relates, and is not to be relied on by any other person
or for any other purpose nor is it to be quoted, filed, circulated, or otherwise
utilised in any way without our express prior written consent.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Yours very truly,

<PAGE> 4
BIOCHEM PHARMA

OFFICER'S CERTIFICATE

The undersigned hereby certifies, on behalf of BioChem Pharma Inc. (the
"Company"), and without personal liability, that:

1) the undersigned is the duly appointed Vice President, Legal Affairs and
Corporate Secretary of the Company, and is duly authorised to provide this
certificate on behalf of the Company;

2) the undersigned has made or caused to be made such examinations or
investigations as are, in his opinion, necessary to make the statements
contained in this certificate true and this certificate is executed and
delivered with the intent that it may be relied upon by Stikeman, Elliott
for the purpose of rendering their opinion in connection with the
distribution of Common Shares of the Company to the holders of record of
Class A Common Shares of CliniChem Development Inc. ("CliniChem") as
partial or total payment of the Purchase Option Exercise Price in the event
that the Company, in its capacity as the holder of the majority of the
outstanding Class B Common Shares of CliniChem, exercises the Purchase
Option (for the purposes hereof, Purchase Option Exercise Price and
Purchase Option shall have the meaning ascribed thereto in the Registration
Statement on form F-3 (file no. 333-48521) filed with the United States
Securities and Exchange Commission);

3) the Company has not taken any steps to wind-up its business, to terminate
its existence, to effect a liquidation or a dissolution of the Company, to
amalgamate, to continue in any other jurisdiction, to amend its constating
documents, or to change its corporate existence in any way since the
issuance of the Certificate of [_________] dated [____], 1998 by the
Director with respect to the Company under the Canada Business Corporations
Act;

5) the Certificate of Incorporation dated [____], 1998, as amended by
Certificate of Amendment dated [____], 1998 and the By-laws of the Company,
are in full force and effect, unamended, as of the date hereof.

Dated this _________ day of [____], 1998

By: _____________________________
Name: Charles-A. Tessier
Title: General Counsel and Secretary

<PAGE> 1
Tax opinion
Exhibit 8.1

397-3000

May [___], 1998

BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Quebec
Canada
H7V 4A7

Attention: Alan De Sousa, Vice-President Corporate Finance

Subject: CliniChem Development Inc.

Dear Sirs:

We have acted as Canadian counsel to BioChem Pharma Inc. ("BioChem") in
connection with the proposed distribution by BioChem to its shareholders by way
of a dividend-in-kind of up to 2 800 000 Class A Common Shares, without par
value of CliniChem Development Inc. ("CliniChem") (the "Common Shares").

We refer to the registration statement and the related prospectus
(respectively, the "Registration Statement" and the "Prospectus") filed by
CliniChem under the Securities Act, 1933 (as amended) (the "Act") in respect of
the foregoing.

In connection with this opinion, we have examined and have assumed the
truth and accuracy of the contents of such documents and certificates of
officers of and advisers to BioChem and CliniChem and of public officials as to
factual matters and have conducted such searches in public registries in Canada
as we have deemed necessary or appropriate for the purposes of this opinion but
we have made no independent investigation regarding such factual matters. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents. We have further
assumed that none of the resolutions and authorities of the shareholders or
directors of BioChem and CliniChem upon which we have relied has been varied,
amended or revoked in any respect or has expired and that the distribution by
BioChem of the Common Shares will be carried out in accordance with such
resolutions and authorities and as contemplated by and described in the
Registration Statement and in the Prospectus.

<PAGE> 2
We are admitted to practice law only in the Province of Quebec, Canada and
accordingly express no opinion on the laws of any jurisdiction other than the
laws of Quebec and the laws of Canada as they relate to the matters therein, in
force as at the date hereof.

Based upon the foregoing, we are of the opinion that the statements in the
Registration Statement and in the Prospectus under the heading "Canadian Federal
Income Tax Considerations", to the extent that they constitute matters of law or
legal conclusions with respect thereto, and which have been prepared or reviewed
by us, are correct in all material respects.

We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the references to our firm under the aforesaid heading.

This opinion is to be construed in accordance with and governed by the laws
of the Province of Quebec.

STIKEMAN, ELLIOTT

- 2 -

<PAGE> 1

Exhibit 8.2

[Letterhead of Kirkland & Ellis]

To Call Writer Direct
212-446-4800

April 9, 1997

CliniChem Development Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V-4A7

Re: CliniChem Development Inc.
Registration Statement on Form F-1
(File No. 333-45871)
------------------

We have acted as special counsel to CliniChem Development Inc.
(the "COMPANY") in connection with its Registration Statement on Form F-1 (File
No. 333-45871, filed with the Securities and Exchange Commission on April 9,
1997 (the "REGISTRATION STATEMENT").

In preparing our opinion, we have reviewed and relied upon Amendment No. 2
to the Company's Registration Statement. We have not inspected any other
documents or under taken any independent verification of factual matters in
connection with our opinion. On the basis of the foregoing, it is our opinion
that the section of the Registration Statement entitled "Income Tax
Considerations - United States Federal Income Tax Considerations" is the
material U.S. tax consequences relating to the Distribution discussed
therein, subject to the assumptions and qualifications described therein.

Our opinion is based upon the applicable provisions of the Internal Revenue
Code of 1986, as amended; the Treasury Regulations promulgated or proposed
thereunder; current positions of the Internal Revenue Service (the "IRS")
contained in published revenue rulings, revenue procedures, and announcements;
existing judicial decisions; and other applicable authorities. No tax rulings
have been sought from the IRS with respect to any of the matters discussed in
the Registration Statement. Unlike a ruling from the IRS, opinions of counsel
are not binding on the IRS. Hence, no assurance can be given that the opinion
stated in the Registration Statement will not be successfully challenged by the
IRS or by a court. We express no opinion concerning any United States federal
income tax consequences of the Distribution except as expressly set forth in the
Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to this firm and the summarization
of our opinion under the section titled "Prospectus Summary - Income Tax
Considerations" in the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

Kirkland & Ellis

<PAGE> 1
Exhibit 10.1

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (this "Agreement") is made as of the 31st
day of March, 1998 among BioChem Pharma Inc., a Canadian corporation
("BioChem"), each BioChem Affiliate listed on the signature page hereto (each a
"BioChem Affiliate") and CliniChem Development Inc., a Canadian corporation
("CliniChem").

RECITALS

A. CliniChem has been formed for the purpose of (i) conducting
research and development of potential human therapeutic products primarily for
the treatment of cancer and HIV infection and vaccine products for the
prevention of certain infectious diseases, including products using BioChem
Technology (as defined below) and (ii) commercializing such products.

B. BioChem is engaged in the research, development and marketing of
therapeutic products and the research, development, manufacturing and marketing
of vaccine and diagnostic products for a wide range of infectious and other
diseases.

C. BioChem and CliniChem have entered into the Research and
Development Agreement (as defined below) for the conduct by BioChem, on behalf
of CliniChem, of research, development and related activities in connection with
the CliniChem Programs (as defined below).

D. BioChem and the BioChem Affiliates are willing to grant to CliniChem a
license to use BioChem Technology (as defined below) solely for the purposes set
forth above on the terms set forth herein and in the Research and Development
Agreement and the Product Option Agreement (each as defined below).

NOW, THEREFORE, in consideration of the various premises and undertakings
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

For the purposes of this Agreement, the following terms shall have the
meanings set forth below:

1.1 "Affiliate" shall mean a corporation or any other entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the designated party. "Control"
shall mean ownership of shares to which are attached more than fifty percent
(50%) of the votes that may be cast for the election of directors in the case of
a corporation, and at least fifty percent (50%) of the interests in profits in
the case of a business entity other than a corporation. BioChem and CliniChem
shall not be considered Affiliates of each other.
<PAGE> 2
1.2 "BioChem Technology" shall mean all Proprietary Rights (whether
patented or unpatented), owned by, licensed to (including pursuant to those
agreements listed on Exhibit B hereto) or controlled by BioChem or a BioChem
Affiliate, as of the date of this Agreement or during the term of the Research
and Development Agreement, relating to the CliniChem Programs, including any
Developed Technology, and including those patents and patent applications
indicated by reference to BioChem docket numbers on Exhibit A hereto. "BioChem
Technology" shall also include any additional technology which BioChem or a
BioChem Affiliate designates expressly in a writing delivered to CliniChem as
BioChem Technology for purposes of this Agreement. Notwithstanding the
foregoing, however, except as set forth in Section 2.2(a) hereof, in no event
shall "BioChem Technology" include the Proprietary Rights licensed to BioChem or
any BioChem Affiliate under the Excluded Agreements.

1.3 "Biovector Agreement" shall mean that certain Collaboration
Agreement dated May 5, 1997 by and between IAF BioVac Inc. (now known as
BioChem Vaccines Inc.) and Biovector Therapeutics, S.A. as amended from time to
time.

1.4 "CliniChem Product" shall mean any human therapeutic or vaccine
product developed according to the terms of the Research and Development
Agreement and pursuant to the CliniChem Programs in the applicable Fields of
Use.

1.5 "CliniChem Program" shall mean any of the therapeutic and vaccine
product development programs listed on Exhibit C in the applicable Fields of Use
indicated on such Exhibit C, and any additional or modified development programs
recommended by BioChem or a BioChem Affiliate and accepted by CliniChem's Board
of Directors for research and development pursuant to the Research and
Development Agreement.

1.6 "Confidential Information" shall mean all information received by
one party with respect to the research, intellectual property or business of the
other and it shall include, without limiting the generality of the foregoing,
the BioChem Technology, all documents, data and other technical information,
such as know-how, formulae, processes, models, manufacturing techniques,
research projects, information management systems and software, as well as
information relating to the management and financial affairs of such party, such
as figures relating to profits, markets, sales, business, marketing and
development plans, client lists, supplier lists and information of a similar
nature.

1.7 "Developed Technology" shall mean Proprietary Rights that (a) are
first generated, conceived or reduced to practice, as the case may be, by
BioChem, a BioChem Affiliate or by any third party in the course of performing
activities undertaken pursuant to the Research and Development Agreement or (b)
are acquired from a third party by BioChem or a BioChem Affiliate during the
term of the Research and Development Agreement for use, in whole or in part, in
the conduct of the CliniChem Programs or the commercialization of CliniChem
Products.

1.8 "Distribution" shall mean the distribution by BioChem as a
dividend-in-kind of all of the issued and outstanding Class A Common Shares in
the share capital of CliniChem to the holders of record of Common Shares of
BioChem on the date selected as the record date by the Board of Directors of
BioChem.

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1.9 "Distribution Agreement" shall mean the Distribution Agreement
dated as of the date hereof by and between BioChem and CliniChem, as amended
from time to time.

1.10 "Distribution Date" shall mean the proposed date of effecting the
Distribution.

1.11 "Excluded Agreements" shall mean, collectively, the BioVector
Agreement, the Pharmadigm Agreement and the UGARF/Yale Agreement.

1.12 "Field of Use" shall mean the treatment of a particular disease or,
in the case of a vaccine, vaccination against a particular bacterium. The
applicable Field of Use for each CliniChem Program is set forth in Exhibit C.

1.13 "Infringing Product" shall mean any product manufactured, used,
offered for sale or sold by a third party, other than pursuant to an agreement
with CliniChem, BioChem or a BioChem Affiliate, which infringes or is alleged to
infringe any patent or patents licensed to CliniChem hereunder containing claims
which cover a CliniChem Product.

1.14 "Pharmadigm Agreement" shall mean that certain License Agreement
dated May 10, 1996 by and between IAF BioVac Inc. (now known as BioChem
Vaccines Inc.) and Pharmadigm Biosciences, Inc. as amended from time to time.

1.15 "Product Option" shall mean the option granted to BioChem and certain
of the BioChem Affiliates pursuant to the Product Option Agreement, as amended
from time to time.

1.16 "Product Option Agreement" shall mean the Product Option Agreement
dated as of the date hereof by and between BioChem, certain of the BioChem
Affiliates and CliniChem, as amended from time to time.

1.17 "Pre-Existing Rights" shall mean the rights of each party other than
BioChem or a BioChem Affiliate under the agreements listed in Exhibit B.

1.18 "Proprietary Rights" shall mean data, inventions, information,
processes, know-how and trade secrets, and patents or patent applications
claiming any of the foregoing, owned by, licensed to or controlled by a person
and which such person has the right to license or sublicense without the consent
of any third party and without incurring additional liability to any third
party. Proprietary Rights shall not include trademarks or copyrights.

1.19 "Purchase Option" shall mean the option contained in the Articles of
Incorporation of CliniChem, as amended or restated from time to time, pursuant
to which BioChem (as the holder of the majority of the outstanding Class B
Common Shares in the share capital of CliniChem) has the right to acquire all
(but not less than all) of the outstanding Class A Common Shares in the share
capital of CliniChem.

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1.20 "Research and Development Agreement" shall mean the Research and
Development Agreement dated as of the date hereof by and between BioChem and
CliniChem, as amended from time to time.

1.21 "Services Agreement" shall mean the Services Agreement dated as of
the date hereof by and between BioChem and CliniChem, as amended from time to
time.

1.22 "Technology Fee" shall mean those payments to be made by CliniChem
to BioChem or a BioChem Affiliate pursuant to Section 3.2 hereof.

1.23 "UGARF/Yale Agreement" shall mean that certain License Agreement
dated January 3, 1996 (as amended June 30, 1996) by and among University of
Georgia Research Foundation, Inc., Yale University, BioChem Pharma Inc., Tanaud
Holdings (Barbados) Limited and Tanaud L.L.C. as amended from time to time.

2. LICENSE.

2.1 GRANT OF LICENSE. Subject to the Pre-Existing Rights and except as
set forth in Section 2.2 below, BioChem and the BioChem Affiliates hereby grant
to CliniChem, on the terms and conditions of this Agreement, a worldwide,
exclusive license, in perpetuity, with the right to sublicense (as set forth in
Sections 2.3 and 2.4 hereof), to use the BioChem Technology to (a) conduct
research and development and related activities including, without limitation,
compassionate access programs, in connection with the CliniChem Programs (to
the extent such license is necessary for such conduct under applicable law) and
(b) to manufacture, have manufactured and commercialize CliniChem Products, but
for no other purposes whatsoever; provided, however, that with respect to the
CliniChem Product BCH-4556, such license shall be granted by (i) BioChem for the
territory of Canada, (ii) Tanaud Ireland Inc. for the territory of the United
States of America and (iii) Tanaud International B.V. for the remainder of the
world. Such license is limited, for each CliniChem Program and each CliniChem
Product, to the Field of Use designated on Exhibit C.

2.2 LIMITATIONS ON LICENSE.

(a) EXCLUDED AGREEMENTS. Notwithstanding anything in this Agreement
to the contrary, nothing herein shall constitute a grant of a sublicense to
CliniChem of any Proprietary Rights licensed to BioChem or any BioChem Affiliate
under the Excluded Agreements unless and until BioChem or the appropriate
BioChem Affiliate obtains the consent of the applicable third party licensor.
BioChem or the appropriate BioChem Affiliate shall use commercially reasonable
efforts to obtain any consents necessary (1) to grant a sublicense to CliniChem
(on commercial terms reasonably acceptable to BioChem) to any adjuvant licensed
pursuant to the Pharmadigm Agreement and incorporated in a CliniChem Product,
(2) to grant a sublicense to CliniChem (on commercial terms reasonably
acceptable to BioChem) to any biovector licensed pursuant to the Biovector
Agreement and incorporated in a CliniChem Product, and (3) to grant a sublicense
to CliniChem (on commercial terms reasonably acceptable to BioChem) under the
UGARF/Yale Agreement in connection with the BCH-4556 CliniChem Product,
provided, in each case, that (i) the relevant CliniChem Product has received
regulatory approval for commercial marketing in at least one

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country for which neither BioChem nor a BioChem Affiliate has exercised the
applicable Product Option and (ii) BioChem has not exercised the Purchase
Option. CliniChem shall pay any costs associated with obtaining such consents or
required pursuant to the sublicenses, and any such sublicenses shall terminate
upon the exercise by BioChem of the worldwide Product Option for such product or
the Purchase Option. Once any such consent is obtained, the sublicensed patents
and technology shall be deemed to be included in the definition of "BioChem
Technology."

(b) MANUFACTURING. CliniChem shall have the right to obtain its
manufacturing requirements of any CliniChem Product from a third party subject,
however, to the following terms and conditions:

(i) In the event CliniChem determines not to conduct its own
manufacturing of any CliniChem Product, CliniChem shall provide BioChem the
opportunity to fulfill CliniChem's manufacturing requirements for such CliniChem
Product.

(ii) In the event BioChem and CliniChem are unable to reach
agreement as to the commercial terms for BioChem's manufacture of such CliniChem
Product after fifteen (15) days of good faith negotiation, CliniChem shall have
the right to negotiate an arrangement for the manufacture of such CliniChem
Product with a third party, subject to rights under the Excluded Agreements, if
any.

(iii) At least thirty (30) days prior to entering into any
definitive agreement with a third party in respect of any such manufacturing
arrangement, CliniChem shall first provide notice of such proposed arrangement
to BioChem, which notice shall include an offer for BioChem to provide such
manufacturing on terms and conditions generally not less advantageous to
CliniChem than those offered by such third party, taking into account not only
pricing, but all relevant factors. BioChem shall have the right to accept or
reject such offer in its sole discretion.

(iv) In the event that BioChem rejects or fails to accept such
offer within such thirty (30) day period, CliniChem shall have the right
(subject to subsection (v) below) to enter into manufacturing arrangements with
such third party or any other third party on the terms and conditions contained
in the offer described in subsection (iii) or manufacturing terms and conditions
which are in the aggregate no more favorable to the proposed manufacturer than
those contained in the offer described in subsection (iii); it being understood
that CliniChem shall not have the right to enter into any manufacturing
arrangement on terms more favorable to the proposed manufacturer without first
offering such terms to BioChem, which offer shall again be subject to the
provisions of this Section 2.2(b).

(v) In the event BioChem does not exercise such right of first
refusal, BioChem shall have the right to approve any proposed manufacturer,
which approval may be withheld only if any such manufacturer has insufficient
manufacturing capability (including lack of compliance with current good
manufacturing practice regulations) or if any such manufacturer's activities are
likely to have a material adverse effect on BioChem's overall competitive
position in the pharmaceutical industry.

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(vi) In the event BioChem exercises its right to reject a
manufacturer with respect to a CliniChem Product, BioChem shall be obligated to
manufacture or obtain manufacturing for any such CliniChem Product for CliniChem
at prevailing market rates but not less than BioChem's standard cost of
manufacture plus fifteen percent (15%) of such cost.

(vii) Notwithstanding anything in this Section 2.2(b) to the
contrary, it is understood and agreed between the parties that, pursuant to the
terms of an agreement between BioChem and Patheon Inc. dated October 29, 1997,
Patheon Inc. holds a conditional right of first refusal to bid for the
commercial manufacturing of the CliniChem Product BCH-10652 in dosage form and,
as a result, CliniChem's license to manufacture and have manufactured such
CliniChem Product is subject to Patheon's pre-existing conditional rights
pursuant to that agreement.

2.3 PERMITTED SUBLICENSES. CliniChem shall not sublicense any BioChem
Technology to, or enter into other arrangements with respect to any BioChem
Technology with, any third party for any purpose except as set forth in this
Section 2.3 and in Section 2.4 and subject to the limitations of Section 2.5.

(a) Except as set forth in Section 2.3(b) hereof, during the term of
the Research and Development Agreement CliniChem shall grant BioChem a
sublicense to use the BioChem Technology for the purpose of performing
activities in connection with the CliniChem Programs pursuant to the terms of
the Research and Development Agreement (to the extent such license is necessary
to conduct such activities under applicable law). Following termination or
expiration of the Research and Development Agreement, CliniChem shall have the
right, but shall not be obligated to, grant BioChem a sublicense to the BioChem
Technology to perform activities in connection with the CliniChem Programs.

(b) If the Product Option with respect to any CliniChem Product in
one or more countries expires unexercised, from and after expiration of such
Product Option in any such country, CliniChem may sublicense BioChem Technology
to a third party or third parties solely to the extent necessary to complete the
development of, or to make (or have made) and use such CliniChem Product, or to
sell (or have sold) such CliniChem Product in such country; provided, however,
that BioChem shall have the right to approve any proposed sublicensee or any
manufacturer on behalf of a sublicensee; provided, further, that such approval
may only be withheld if any such sublicensee or manufacturer has insufficient
manufacturing capability (including lack of compliance with current good
manufacturing practice regulations) or if any such sublicensee's or
manufacturer's activities are likely to have a material adverse effect on
BioChem's overall competitive position in the pharmaceutical industry.

2.4 SUBLICENSE TO WHOLLY OWNED SUBSIDIARY. CliniChem may grant a
non-transferrable sublicense of the BioChem Technology to a direct or indirect
wholly-owned subsidiary of CliniChem; provided that the terms of any such
sublicense shall require that the sublicense automatically terminate should the
relevant CliniChem subsidiary cease to be a direct or indirect wholly owned
subsidiary of CliniChem.

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2.5 CONDITIONS OF SUBLICENSES. Each sublicensee (other than BioChem or a
BioChem Affiliate) shall execute such agreements as BioChem reasonably deems
appropriate to protect the BioChem Technology and to protect BioChem's rights
under all agreements between BioChem and CliniChem and under the Purchase
Option. Each sublicensee shall have all the duties of CliniChem hereunder with
respect to such sublicense, and each sublicensee shall acknowledge these duties
to BioChem in writing. No sublicense shall have the effect of relieving
CliniChem of any of its obligations hereunder.

2.6 PRIOR AND FUTURE GRANTS. CliniChem understands and acknowledges that
BioChem and certain of the BioChem Affiliates are in the business of researching
and developing products incorporating the BioChem Technology for their own
account and under arrangements with third parties, and as a result, the license
granted hereunder is limited strictly to use the BioChem Technology in
connection with the CliniChem Programs and commercializing the CliniChem
Products. CliniChem acknowledges that BioChem, and the BioChem Affiliates may
use and may grant third party licenses to use the BioChem Technology for any and
all other purposes and in any Fields of Use other than those set out in Exhibit
C for each CliniChem Program.

3. COVENANTS OF CLINICHEM.

3.1 DILIGENCE. CliniChem promptly shall commence and shall use diligent
efforts to have developed CliniChem Products in accordance with approved work
plans and cost estimates under the Research and Development Agreement, subject
to BioChem complying with its obligations thereunder.

3.2 TECHNOLOGY FEE. In partial consideration for the license granted by
BioChem and the BioChem Affiliates to CliniChem hereunder, CliniChem shall pay
in arrears the following Technology Fee payments:

(a) five hundred thousand dollars ($500,000) thirty (30) days after
the Distribution Date and five hundred thousand dollars ($500,000) on the same
day of each of the next eleven (11) months payable as follows: to BioChem three
hundred fifty-eight thousand dollars ($358,000), to Tanaud Ireland Inc.
forty-two thousand dollars ($42,000), and to Tanaud International B.V. one
hundred thousand dollars ($100,000);

(b) four hundred eight thousand three hundred thirty-three dollars
($408,333) per month on the same day of each of the next twelve (12) months
payable as follows: to BioChem two hundred ninety-two thousand, three hundred
thirty-three dollars ($292,333); to Tanaud Ireland Inc. thirty-four thousand
dollars ($34,000), and to Tanaud International B.V. eighty-two thousand dollars
($82,000);

(c) three hundred thousand dollars ($300,000) per month on the same
day of each of the next twelve (12) months payable as follows: to BioChem two
hundred fifteen thousand dollars ($215,000), to Tanaud Ireland Inc. twenty-five
thousand dollars ($25,000), and to Tanaud International B.V. sixty thousand
dollars ($60,000); and

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(d) two hundred thousand dollars ($200,000) per month on the same day
of each of the next twelve (12) months payable as follows: to BioChem one
hundred forty three thousand dollars ($143,000), to Tanaud Ireland Inc.
seventeen thousand dollars ($17,000), and to Tanaud International B.V. forty
thousand dollars ($40,000);

provided, however, that CliniChem shall not be obligated to make such payments
beginning with any month following the date on which the sum of the number of
CliniChem Products under development by CliniChem pursuant to the Research and
Development Agreement plus the number of CliniChem Products that have been
acquired by BioChem or a BioChem Affiliate pursuant to BioChem's exercise of
the Product Option is less than two (2).

All payments to be made by CliniChem to Tanaud International B.V. and
Tanaud Ireland Inc. shall be made net of any Canadian withholding tax
applicable to such payments.

3.3 PRE-EXISTING OBLIGATIONS. CliniChem agrees to take no action
inconsistent with any restrictions on or obligations of BioChem contained in the
agreements listed in Exhibit B.

4. PATENT INFRINGEMENT.

4.1 NOTICE. Each party shall promptly notify the other in writing of any
infringement or alleged infringement known to such party of any patent included
within the BioChem Technology, by the manufacture, use, sale or offer for sale
by a third party of any Infringing Product.

4.2 ACTION BY BIOCHEM. Subject to the provisions of the Research and
Development Agreement and the Product Option Agreement, in the event of any such
alleged infringement, BioChem or a BioChem Affiliate shall have the right, at
its own expense and with the right to all recoveries (except as provided in
Section 6.2 of the Product Option Agreement), to take appropriate action to
restrain such alleged infringement and for damages. If BioChem or a BioChem
Affiliate takes any such action, CliniChem shall cooperate fully with BioChem or
such BioChem Affiliate in its pursuit thereof, at BioChem or such BioChem
Affiliate's expense, to the extent reasonably required by BioChem or such
BioChem Affiliate.

4.3 ACTION BY CLINICHEM. If (a) the Infringing Product is substantially
similar to a CliniChem Product for which the Product Option has expired
unexercised and (b) within ninety (90) days after the written notice from either
party described above (or at any time thereafter), BioChem or a BioChem
Affiliate has not begun to take appropriate action to attempt to restrain such
alleged infringement, and (c) at such time, the annualized unit sales volume of
such Infringing Product in a country over a period of at least two calendar
quarters equals or exceeds twenty-five percent (25%) of the annualized unit
sales volume of the related CliniChem Product in such country during the same
period, then CliniChem shall have the right, at its own expense and with the
right to all recoveries, to take such action as it deems appropriate to restrain
such alleged infringement. If CliniChem takes any such action, BioChem and the
BioChem Affiliates shall cooperate with CliniChem in its pursuit thereof, at
CliniChem's expense, to the extent reasonably requested by CliniChem. If the
third party in any such action brings a counteraction for invalidation or misuse
of a patent covering the BioChem Technology or the CliniChem Product, CliniChem
shall promptly

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notify BioChem, and BioChem or a BioChem Affiliate may, within six months after
the notification, join and participate in such action at its own expense.
CliniChem shall not settle any such action relating to any alleged infringement
which in any manner would adversely affect BioChem Technology without the prior
written consent of BioChem or a BioChem Affiliate, which consent shall not be
unreasonably withheld or delayed.

5. CONFIDENTIALITY OF INFORMATION.

5.1 CONFIDENTIALITY. During the term of this Agreement and for a
period of ten (10) years following its termination, CliniChem shall maintain in
confidence all Confidential Information of BioChem; provided, however, that
nothing contained herein shall prevent CliniChem from disclosing any
Confidential Information to the extent such Confidential Information (a) is
required to be disclosed in connection with researching or developing CliniChem
Products, securing necessary governmental authorization for the marketing of
CliniChem Products, or directly or indirectly making, using or selling CliniChem
Products, as permitted or provided for in the agreements between the parties,
(b) is required to be disclosed by law for the purpose of complying with
governmental regulations, (c) is disclosed in connection with any sublicense
permitted hereunder, (d) is lawfully disclosed to CliniChem by a third party
having the right to disclose such information to CliniChem, or (e) either before
or after the time of disclosure to CliniChem, becomes known to the public other
than by an unauthorized act or omission of CliniChem or any of CliniChem's
employees or agents. Any disclosure of Confidential Information to third parties
shall be made subject to similar obligations of confidentiality on the part of
such third parties. The obligations of CliniChem pursuant to this Section 5.1
shall survive the termination of this Agreement for any reason. Any breach of
this Section 5.1 may result in irreparable harm to BioChem, and in the event of
a breach, BioChem shall be entitled to seek injunctive relief (without the need
to post a bond) in addition to any other remedies available at law or in equity.

6. DISCLAIMER.

6.1 DISCLAIMER CONCERNING BIOCHEM TECHNOLOGY. BIOCHEM AND EACH BIOCHEM
AFFILIATE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY (A) THAT ANY BIOCHEM
TECHNOLOGY, OR THE USE THEREOF, OR ANY PRODUCTS INCORPORATING OR MANUFACTURED BY
THE USE THEREOF, WILL BE FREE FROM CLAIMS OF PATENT INFRINGEMENT, INTERFERENCE
OR UNLAWFUL USE OF PROPRIETARY INFORMATION OF ANY THIRD PARTY AND (B) OF THE
ACCURACY, RELIABILITY, TECHNOLOGICAL OR COMMERCIAL VALUE, COMPREHENSIVENESS OR
MERCHANTABILITY OF THE BIOCHEM TECHNOLOGY OR ITS SUITABILITY OR FITNESS FOR ANY
PURPOSE WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN, RESEARCH,
DEVELOPMENT, MANUFACTURE, USE OR SALE OF CLINICHEM PRODUCTS. BIOCHEM AND EACH
BIOCHEM AFFILIATE DISCLAIM ALL OTHER WARRANTIES OF WHATEVER NATURE, EXPRESS OR
IMPLIED.

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7. REPORTS OF ADVERSE REACTIONS.

7.1 REPORTS OF ADVERSE REACTIONS. During the term of this Agreement,
each party shall promptly inform the other party of any information that it
obtains or develops regarding the efficacy or safety of a CliniChem Product and
shall promptly report to the other party any information or notice of adverse or
unexpected reactions or side effects related to the utilization or medical
administration of a CliniChem Product. Further, during the term of this
Agreement, each party shall promptly inform the other of any information that it
obtains or develops regarding the safety of any BioChem Technology as related to
the CliniChem Products. Each such party shall permit the other to comply with
the adverse reaction reporting obligations under the United States Food, Drug
and Cosmetic Act or similar applicable Canadian or foreign statutory provisions,
and regulations thereunder and shall assist the other party in complying
therewith, with respect to the CliniChem Products. When appropriate, the parties
will execute a standard operating procedure to cover the foregoing. CliniChem
agrees and acknowledges that BioChem and the BioChem Affiliates may provide
information it obtains under this Section 7.1 to third parties developing and/or
commercializing products incorporating the same BioChem Technology as is
incorporated in the CliniChem Products.

8. TERM AND TERMINATION.

8.1 TERM. This Agreement shall become effective on the Distribution
Date (the "Effective Date") and shall continue thereafter in perpetuity unless
terminated in accordance with the provisions hereof.

8.2 TERMINATION FOR BREACH. BioChem and CliniChem may terminate this
Agreement effective upon the giving of written notice of such termination to the
other party in the event such other party breaches any of its material
obligations hereunder or under the Product Option Agreement and such breach
continues for a period of sixty (60) days after written notice thereof by the
terminating party to the other party.

8.3 AUTOMATIC TERMINATION. This Agreement shall automatically
terminate (a) upon termination of the Research and Development Agreement
pursuant to Section 10.2 thereof and other than due to a breach by BioChem, or
(b) upon termination by BioChem of the Research and Development Agreement due to
a breach thereof by CliniChem.

8.4 TERMINATION UPON EXERCISE OF PRODUCT OPTION. This Agreement shall
terminate on a product-by-product and country-by-country basis upon BioChem or a
BioChem Affiliate's corresponding exercise of the Product Option with respect to
any CliniChem Product and in any country.

8.5 TERMINATION OF SUBLICENSES. Termination by BioChem or a BioChem
Affiliate of this Agreement shall automatically terminate any sublicenses
granted by CliniChem hereunder.

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9. FORCE MAJEURE.

9.1 FORCE MAJEURE. No party to this Agreement shall be liable for
failure or delay in the performance of any of its obligations hereunder if such
failure or delay is due to causes beyond its reasonable control, including,
without limitation, acts of God, earthquakes, fires, strikes, acts of war, or
intervention of any governmental authority, but any such delay or failure shall
be remedied by such party as soon as possible after the removal of the cause of
such failure or delay.

10. INDEMNIFICATION.

10.1 INDEMNIFICATION BY CLINICHEM. CliniChem shall indemnify, defend
and hold BioChem and its Affiliates, and each of their officers, directors,
employees and agents, harmless from and against any and all losses, liabilities,
claims, demands, damages, costs, expenses (including reasonable attorneys' fees)
and money judgments incurred by or rendered against BioChem or its Affiliates,
which arise out of the use, design, labeling, manufacture, processing,
packaging, sale or commercialization of any CliniChem Product by CliniChem, its
Affiliates and permitted subcontractors and sublicensees (other than BioChem and
its Affiliates, subcontractors, sublicensees, distributors and others operating
under arrangements with or through BioChem or its Affiliates). BioChem shall
permit CliniChem's attorneys, at CliniChem's discretion and cost, to control the
defense of any claims or suits as to which BioChem may be entitled to indemnity
hereunder, and BioChem agrees not to settle any such claims or suits without the
prior written consent of CliniChem, which consent shall not be unreasonably
withheld. BioChem shall have the right to participate, at its own expense and
through its own counsel (provided such counsel is reasonably acceptable to
CliniChem), in the defense of any such claim or demand to the extent it so
desires.

10.2 NOTICE. BioChem shall give CliniChem prompt notice in writing, in
the manner set forth in Section 11.7 below, of any claim or demand made against
BioChem or any of its Affiliates for which BioChem or its Affiliates may be
entitled to indemnification under Section 10.1.

11. MISCELLANEOUS.

11.1 AMENDMENT AND WAIVER. This Agreement may be amended and any
provision of this Agreement may be waived; provided that any such amendment or
waiver shall be binding upon BioChem and the BioChem Affiliates only if set
forth in a writing executed by authorized representatives of BioChem and the
BioChem Affiliates and referring specifically to the provision alleged to have
been amended or waived and any such amendment or waiver shall be binding upon
CliniChem only if set forth in a writing executed by an authorized
representative of CliniChem and referring specifically to the provision alleged
to have been amended or waived. A waiver by any party hereto of any terms and
conditions of this Agreement in any one instance shall not be deemed or
construed to be a waiver of such terms and conditions for any similar instance
in the future. No course of dealing between or among any persons having any
interest in this Agreement shall be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any person
under or by reason of this Agreement.

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11.2 ASSIGNMENT. None of the parties may assign its rights and
obligations hereunder without the prior written consent of the other parties,
which consent may not be unreasonably withheld; provided, however, that BioChem
or a BioChem Affiliate may assign such rights and obligations hereunder to an
Affiliate of BioChem or such BioChem Affiliate or to any person or entity with
which BioChem or the relevant BioChem Affiliate is merged or consolidated or
which acquires all or substantially all of the assets of BioChem or the relevant
BioChem Affiliate.

11.3 DISPUTE RESOLUTION. Any controversy, claim or dispute arising out
of or relating to this Agreement, including the interpretation, breach,
termination or invalidity thereof (a "Dispute") shall be definitively settled by
arbitration, in accordance with the provisions on arbitration found in the Code
of Civil Procedure of Quebec (the "CCP").

Prior to resorting to arbitration, the parties shall refer the Dispute
to the Chairman of the Board of BioChem (as representative of BioChem and any
Affiliate of BioChem) and a director of CliniChem who has not been appointed by
BioChem for attempted resolution of such Dispute. The party wishing to initiate
negotiations shall send to the other party a notice of negotiation, briefly
identifying the object of the Dispute. If the parties fail to resolve a Dispute
within thirty (30) days of receipt by the second party of such notice of
negotiation, each party shall then have the right to refer such Dispute to
arbitration, unless the parties agree in writing to extend such thirty (30) day
negotiation period. The seat of arbitration shall be in Montreal and the
proceedings shall be in English.

There shall be three (3) arbitrators. Each party shall appoint one
arbitrator, and the two (2) arbitrators thus appointed shall designate the third
arbitrator within fifteen (15) days of the appointment of the second arbitrator.
The third arbitrator shall serve as President of the arbitral tribunal. Should
a party fail to designate an arbitrator within the delay specified in the
applicable provisions of the CCP, such arbitrator shall be appointed by the
highest ranking officer of the Quebec National and International Commercial
Arbitration Centre ("Centre"). The two (2) arbitrators thus appointed shall
designate the third arbitrator within fifteen (15) days of the appointment of
the second arbitrator, failing which the third arbitrator shall be designated by
the Centre.

The arbitral tribunal shall render any final award or decision within
thirty (30) days following the completion of evidence and argument on
substantive issues in dispute between the parties. The parties recognize and
agree that any award rendered by the arbitral tribunal shall be final and
binding on the parties who hereby expressly waive, to the fullest extent
permitted by law, all rights of appeal or recourse to any court. The
apportionment of costs of any arbitration pursuant to this agreement shall be
left to the discretion of the arbitral tribunal. Nothing in this article has
the effect, or should be interpreted as having the effect of limiting the right
of one of the parties to obtain, from a common law court, a seizure before
judgment, an injunction or any other extraordinary recourse as defined by the
CCP.

11.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

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11.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Province of Quebec and the federal laws of
Canada applicable therein, and shall be treated in all respects as a Quebec
contract.

11.6 HEADINGS. The section headings contained in this Agreement are
included for convenience only and form no part of the Agreement between the
parties.

11.7 NOTICES. Notices required under this Agreement shall be in writing
and sent by registered or certified mail, postage prepaid, or by facsimile and
confirmed by registered or certified mail and addressed as follows:

IF TO BIOCHEM:
BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: Vice-President Legal Affairs and Corporate Secretary

IF TO CLINICHEM:
CliniChem Development Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: General Counsel and Secretary

All notices shall be deemed to be effective upon receipt unless such notice
is delivered or transmitted by facsimile, in which case, if it is delivered or
transmitted before 4:00 PM on a business day, it shall be deemed to have been
given and received on such day; in any other case, it will be deemed to have
been given and received on the first business day following the day on which it
is delivered or transmitted by facsimile. Either party may change the address
at which notice is to be received by written notice pursuant to this Section
11.7. Any notice sent to any BioChem Affiliate shall be sent care of BioChem to
BioChem's address given above.

11.8 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, it shall be stricken and
the remaining provisions shall remain in full force and effect.

11.9 RELATIONSHIP OF THE PARTIES. For purposes of this Agreement,
CliniChem (as one party) and BioChem and the BioChem Affiliates (as the other
party) shall be deemed to be independent contractors, and anything in this
Agreement to the contrary notwithstanding, nothing herein shall be deemed to
constitute CliniChem, and BioChem and the BioChem Affiliates, as partners, joint
venturers, co-owners, an association or any entity separate and apart from each
party itself, nor shall this Agreement constitute any party hereto an employee
or agent, legal or otherwise, of the other party for any purposes whatsoever.
Neither party hereto is authorized to make any

-13-
<PAGE> 14
statements or representations on behalf of the other party or in any way
obligate the other party, except as expressly authorized in writing by the other
party. Anything in this Agreement to the contrary notwithstanding, no party
hereto shall assume or be liable for any liabilities or obligations of the other
party, whether past, present or future.

11.10 SURVIVAL. The provisions of Sections 5, 6, 10, 11.1, 11.3, 11.5,
11.7, 11.9 and this Section 11.10 shall survive the termination for any reason
of this Agreement. Any payments due under this Agreement with respect to any
period prior to its termination shall be made notwithstanding the termination of
this Agreement. Neither party shall be liable to the other for consequential
damages (including loss of good will and anticipated profits) due to the
termination of this Agreement as provided herein.

11.11 ENTIRE AGREEMENT. This Agreement, the Research and Development
Agreement, the Services Agreement and the Product Option Agreement contain the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings,
whether written or oral, relating to such subject matter.

* * * * *

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<PAGE> 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

BIOCHEM PHARMA INC.

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

BIOCHEM AFFILIATES:

BIOCHEM VACCINES INC.

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

BIOCHEM THERAPEUTIC INC.

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

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<PAGE> 16
TANAUD HOLDINGS (BARBADOS) LIMITED

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

TANAUD INTERNATIONAL B.V.

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

TANAUD IRELAND INC.

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

CLINICHEM DEVELOPMENT INC.

By: _____________________________

Title: __________________________

By: _____________________________

Title: __________________________

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<PAGE> 17
EXHIBIT A
to the Technology License Agreement dated as of the 31st day of March, 1998 by
and between BioChem Pharma Inc., the BioChem Affiliates and CliniChem
Development Inc.

PATENTS AND PATENT APPLICATIONS
BIOCHEM DOCKET NUMBERS

IAF-002-002 IAF-009-019 IAF-13A-018
IAF-002-003 IAF-009-020 IAF-13A-019
IAF-002-004 IAF-009-021 IAF-13A-020
IAF-002-005 IAF-009-022 IAF-13A-021
IAF-002-006 IAF-009-023 IAF-13A-022
IAF-002-007 IAF-009-025 IAF-13A-023
IAF-002-008 IAF-009-026 IAF-13A-024
IAF-002-009 IAF-009-027 IAF-13A-025
IAF-002-010 IAF-009-028 IAF-13A-026
IAF-002-011 IAF-009-029 IAF-13A-027
IAF-002-012 IAF-009-030 IAF-13A-028
IAF-002-013 IAF-009-031 IAF-13A-029
IAF-002-014 IAF-009-032 IAF-13A-030
IAF-002-020 IAF-009-033 IAF-13A-031
IAF-002-021 IAF-009-034 IAF-13A-032
IAF-002-025 IAF-009-035 IAF-13A-033
IAF-002-026 IAF-009-036 IAF-13A-034
IAF-002-027 IAF-009-037 IAF-13A-035
IAF-002-028 IAF-009-038 IAF-13A-036
IAF-009-001 IAF-009-039 IAF-13A-037
IAF-009-002 IAF-13A-001 IAF-13A-038
IAF-009-003 IAF-13A-002 IAF-13A-039
IAF-009-004 IAF-13A-003 IAF-13A-040
IAF-009-005 IAF-13A-004 IAF-13A-041
IAF-009-006 IAF-13A-005 IAF-13A-042
IAF-009-007 IAF-13A-006 IAF-13A-043
IAF-009-008 IAF-13A-007 IAF-13A-044
IAF-009-009 IAF-13A-008 IAF-13A-045
IAF-009-010 IAF-13A-009 IAF-13A-046
IAF-009-011 IAF-13A-010 IAF-13A-047
IAF-009-012 IAF-13A-011 IAF-13A-048
IAF-009-013 IAF-13A-012 IAF-13A-051
IAF-009-014 IAF-13A-013 IAF-13A-052
IAF-009-015 IAF-13A-014 IAF-13A-053
IAF-009-016 IAF-13A-015 IAF-13A-054
IAF-009-017 IAF-13A-016 IAF-13A-055
IAF-009-018 IAF-13A-017 IAF-13A-056

<PAGE> 18
IAF-13A-057 BIOV-001-030 BIOV-002-037
IAF-13A-058 BIOV-001-031 BIOV-003-001
IAF-13A-059 BIOV-001-032 BIOV-003-002
IAF-13A-060 BIOV-001-033 BIOV-004-001
IAF-13A-061 BIOV-001-034 BIOV-004-002
IAF-13A-062 BIOV-001-035 PHAR-042-001
IAF-13A-063 BIOV-001-036 PHAR-042-002
IAF-13A-064 BIOV-001-037 PHAR-042-003
IAF-13A-065 BIOV-002-001 PHAR-042-004
IAF-13A-066 BIOV-002-002 PHAR-042-005
IAF-13A-067 BIOV-002-003 PHAR-042-006
IAF-13A-068 BIOV-002-004 PHAR-042-007
IAF-13A-069 BIOV-002-005 PHAR-042-008
IAF-13A-070 BIOV-002-006 PHAR-042-009
IAF-13A-071 BIOV-002-007 PHAR-042-010
BIOV-001-001 BIOV-002-008 PHAR-042-011
BIOV-001-002 BIOV-002-009 PHAR-042-013
BIOV-001-003 BIOV-002-010 PHAR-042-014
BIOV-001-004 BIOV-002-011 PHAR-042-016
BIOV-001-005 BIOV-002-012 PHAR-042-017
BIOV-001-006 BIOV-002-013 PHAR-042-018
BIOV-001-007 BIOV-002-014 PHAR-042-019
BIOV-001-008 BIOV-002-015 PHAR-042-020
BIOV-001-009 BIOV-002-016 PHAR-042-021
BIOV-001-010 BIOV-002-017 PHAR-042-022
BIOV-001-011 BIOV-002-018 PHAR-042-023
BIOV-001-012 BIOV-002-019 PHAR-042-024
BIOV-001-013 BIOV-002-020 PHAR-042-025
BIOV-001-014 BIOV-002-021 PHAR-042-026
BIOV-001-015 BIOV-002-022 PHAR-042-027
BIOV-001-016 BIOV-002-023 PHAR-042-028
BIOV-001-017 BIOV-002-024 PHAR-042-029
BIOV-001-018 BIOV-002-025 PHAR-042-030
BIOV-001-019 BIOV-002-026 PHAR-042-031
BIOV-001-020 BIOV-002-027 PHAR-042-032
BIOV-001-021 BIOV-002-028 PHAR-042-033
BIOV-001-022 BIOV-002-029 PHAR-042-034
BIOV-001-023 BIOV-002-030 PHAR-042-035
BIOV-001-024 BIOV-002-031 PHAR-042-036
BIOV-001-025 BIOV-002-032 PHAR-042-037
BIOV-001-026 BIOV-002-033 PHAR-042-038
BIOV-001-027 BIOV-002-034 PHAR-042-039
BIOV-001-028 BIOV-002-035 PHAR-042-040
BIOV-001-029 BIOV-002-036 PHAR-042-041

Exhibit A
<PAGE> 19
PHAR-042-042
PHAR-042-043
PHAR-042-044
PHAR-042-045
PHAR-042-046
PHAR-042-047
PHAR-042-048
PHAR-042-049
PHAR-042-050
PHAR-042-051
PHAR-042-052
PHAR-059-001
PHAR-059-002
PHAR-059-003
PHAR-059-004
PHAR-059-005
PHAR-059-006

Exhibit A
<PAGE> 20
EXHIBIT B

to the Technology License Agreement dated as of the 31st day of March, 1998 by
and between BioChem Pharma Inc., the BioChem Affiliates and CliniChem
Development Inc.

PRE-EXISTING AGREEMENTS

BCH-4556:

Preclinical Research Services Agreement between BioChem Therapeutic Inc. and
CTRC Research Foundation, dated October 28, 1997.
Scientific Research Services
Contract between BioChem Therapeutic Inc. and Phoenix International Life
Sciences, dated August 13, 1996.
Scientific Research Services Contract between
BioChem Therapeutic Inc. and Phoenix International Life Sciences, dated
September 17, 1996.
Services Agreement between BioChem Therapeutic Inc. and
Phoenix International Life Sciences, dated January 30, 1997.
Services Agreement
between BioChem Therapeutic Inc. and Phoenix International Life Sciences, dated
April 21, 1997.
Services Agreement between BioChem Therapeutic Inc. and Phoenix
International Life Sciences, dated October 1, 1997.
Master Services Agreement
between BioChem Therapeutic Inc. and Quintiles Canada, Inc., dated June 17,
1997.
Services Agreement between BioChem Therapeutic Inc. and NCIC Clinical
Trials Group, Queens University dated November 12, 1996.
Services Agreement
between BioChem Therapeutic Inc. and Raylo Chemicals Inc. dated August 1, 1997.
Materials Transfer and Services Agreement between BioChem Therapeutic Inc. and
ITR Laboratories Canada Inc., dated May 23, 1997.
Memorandum of Agreement
between BioChem Therapeutic Inc. and Doctor Edward Chu, dated October 27, 1997.

BCH-10652:

Materials Transfer and Services Agreement between BioChem Therapeutic and the
Regents of the University of California, dated May 15, 1997.
Development and
Manufacturing Agreement between BioChem Therapeutic Inc. and Patheon Inc.,
dated October 29, 1997.
Materials Transfer and Services Agreement between
BioChem Therapeutic Inc. and BenVenue Laboratories Inc., dated October 30,
1997.
Materials Transfer and Services Agreement between BioChem Therapeutic
Inc. and Viromed Laboratories, Inc., dated June 19, 1997.
Research Master
Agreement between BioChem Therapeutic Inc. and Neuroscience Research Unit St.
Luc Pavilion, dated July 3, 1997, as amended.

<PAGE> 21
Research Agreement between BioChem Therapeutic Inc. and MRC Collaborative
Center, dated November 9, 1997.
Materials Transfer Agreement between BioChem Therapeutic Inc. and Chiral
Technologies Inc., dated October 10, 1997.
Contrat de Recherche sous le Sceau de la Confidentialite et du Secret between
BioChem Therapeutic Inc. and Mark A. Wainberg, dated April 24, 1997.
Consultant Agreement between BioChem Therapeutic Inc. and Dr. Arnold Fridland,
dated November 4, 1997.
Consultant Agreement between BioChem Therapeutic Inc. and Dr. Murray Ducharme
dated August 31, 1997.
Materials Transfer and Services Agreement between BioChem Therapeutic Inc. and
ITR Laboratories Canada Inc., dated May 23, 1997.

ANGIOGENESIS INHIBITORS.

Collaborative Research Agreement between BioChem Pharma Inc. and Beth Israel
Hospital dated February 1, 1996, as amended on March 1, 1997.
Screening Collaboration between BioChem Therapeutic Inc. and Amrad Natural
Products Pty Ltd, dated January 7, 1997.
Convention de Services et de Transfert de Substances between BioChem Therapeutic
Inc. and Produits Chimiques Omega dated November 17, 1997.

VACCINES

License Agreement between IAF BioVac and the Minister of National Health and
Welfare Canada, dated December 13, 1995.
Contrat de Recherche et D'Exploitation De Technologie between IAF BioVac Inc.
and Le Centre de Recherche Du Centre Hospitalier De L'Universite Laval dated
March 23, 1995.
Contrat de Recherche et D'Exploitation De Technologie between IAF BioVac Inc.
and Le Centre de Recherche Du Centre Hospitalier De L'Universite Laval dated
January 1, 1999.
Research and Option Agreement between BioChem Vaccines Inc. and The UAB Research
Foundation, dated December 23, 1997
Entente de Recherche between BioChem Vaccines Inc., Le Centre Hospitalier
Universitaire de Quebec and Dr. Bernard Brodeur, dated December 8, 1997.
Materials Transfer and Services Agreement between BioChem Vaccines Inc. and Le
Centre Hospitalier Universitaire de Quebec, dated January 14, 1998.
Material Transfer Agreement and Option between IAF BioVac, Her Majesty the Queen
in Right of Canada as Represented by the Minister of Health, dated November 1,
1996.
<PAGE> 22
EXHIBIT C

to the Technology License Agreement dated as of the 31st day of March, 1998 by
and between BioChem Pharma Inc., the BioChem Affiliates and CliniChem
Development Inc.

CLINICHEM PROGRAMS

PROGRAM FIELD OF USE
- ---------------------------------------- -------------------------------
1. Development of BCH-4556. Treatment of cancer.

2. Development of BCH-10652. Treatment of HIV infection.

3. Development of AvB3 antagonists to Treatment of cancer.
prevent angiogenesis.

4. The development of a recombinant To protect against infections by
protein vaccine to protect against NEISSERIA MENINGITIDIS.
infections by NEISSERIA MENINGITIDIS.

5. The development of a recombinant To protect against infections by
protein vaccine to protect against STREPTOCOCCUS PNEUMONIAE.
infections by STREPTOCOCCUS PNEUMONIAE.

6. The development of a recombinant To protect against infections by
protein vaccine to protect against NEISSERIA GONORRHOEAE.
infections by NEISSERIA GONORRHOEAE.

7. The development of a recombinant To protect against infections by
protein vaccine to protect against HAEMOPHILUS INFLUENZAE non typeable.
infections by HAEMOPHILUS INFLUENZAE
non typeable.

8. The development of a recombinant To protect against infections by
protein vaccine to protect against STREPTOCOCCUS Group B.
infections by STREPTOCOCCUS Group B.

9. The development of a recombinant To protect against infections by
protein vaccine to protect against CHLAMYDIA PNEUMONIAE.
infections by CHLAMYDIA PNEUMONIAE.

<PAGE> 1
Exhibit 10.2
RESEARCH AND DEVELOPMENT AGREEMENT

This Research and Development Agreement (the "Agreement") is made as of the
31st day of March, 1998 by and between BioChem Pharma Inc., a Canadian
corporation ("BioChem"), and CliniChem Development Inc., a Canadian corporation
("CliniChem").

RECITALS

A. CliniChem has been formed for the purpose of (i) conducting research
and development of potential human therapeutic products primarily for the
treatment of cancer and HIV infection and vaccine products for the prevention of
certain infectious diseases, including products using BioChem Technology (as
defined below), and (ii) commercializing such products.

C. BioChem and certain BioChem Affiliates have granted CliniChem a
license to use BioChem Technology (as defined below) solely for the purposes set
forth herein and in the Technology License Agreement and the Product Option
Agreement (each as defined below).

D. CliniChem desires to engage BioChem to perform, on behalf of
CliniChem, research and development and related activities in connection with
the CliniChem Programs (as defined below).

1. DEFINITIONS.

For the purposes of this Agreement, the following terms shall have the
meanings set forth below:

1.1 "Acquired Product" shall mean any product for which BioChem or a
BioChem Affiliate has exercised the Product Option granted pursuant to the
Product Option Agreement.

1.2 "Affiliate" shall mean a corporation or any other entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the designated party. "Control"
shall mean ownership of shares to which are attached more than fifty percent
(50%) of the votes that may be cast for the election of directors in the case of
a corporation,
<PAGE> 2
and at least fifty percent (50%) of the interests in profits in the case of
a business entity other than a corporation. BioChem and CliniChem shall not be
considered Affiliates of each other.

1.3 "Available Funds" shall mean, as of any date of determination, all of
the funds contributed or paid to CliniChem by BioChem or a BioChem Affiliate,
plus any investment income earned thereon, less (a) the aggregate amount of all
Research and Development Costs paid or incurred by CliniChem as of such date,
(b) CliniChem's aggregate reasonable ongoing administrative expenses and income
taxes paid (less income taxes refunded) or incurred as of such date, (c) the
aggregate amount of all Technology Fee payments paid or incurred by CliniChem as
of such date and (d) the aggregate amount of all payments paid or incurred by
CliniChem under the Services Agreement.

1.4 "BioChem Technology" shall mean those Proprietary Rights licensed
and/or sublicensed by BioChem and/or a BioChem Affiliate to CliniChem pursuant
to the Technology License Agreement.

1.5 "CliniChem Product" shall mean any human therapeutic or vaccine
product developed according to the terms of this Agreement and pursuant to the
CliniChem Programs in the applicable Fields of Use.

1.6 "CliniChem Programs" shall mean any of the therapeutic and vaccine
product development programs listed in Exhibit A in the applicable Fields of Use
indicated in such Exhibit A, and any additional or modified development programs
recommended by BioChem and accepted by CliniChem's Board of Directors for
development pursuant to this Agreement.

1.7 "Confidential Information" shall mean all information received by
one party with respect to the research, intellectual property or business of the
other and it shall include, without limiting the generality of the foregoing,
the BioChem Technology, all documents, data and other technical information,
such as know-how, formulae, processes, models, manufacturing techniques,
research projects, information management systems and software as well as
information relating to the management and financial affairs of such party, such
as figures relating to profits, markets, sales, business, marketing and
development plans, client lists, supplier lists and information of a similar
nature.

1.8 "Developed Technology" shall mean Proprietary Rights that (a) are
first generated, conceived or reduced to practice, as the case may be, by
BioChem, a BioChem Affiliate or by any third party in the course of performing
activities undertaken pursuant to this Agreement or (b) are acquired from a
third party by BioChem or a BioChem Affiliate during the term of this Agreement
for use, in whole or in part, in the conduct of the CliniChem Programs or the
commercialization of the CliniChem Products.

1.9 "Development Assets" shall mean any clinical supplies, materials
and other tangible assets purchased, manufactured or developed for use in any
CliniChem Program pursuant to approved Work Plans.

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<PAGE> 3
1.10 "Distribution" shall mean the distribution by BioChem as a
dividend-in-kind of all of the issued and outstanding Class A Common Shares in
the share capital of CliniChem to the holders of record of Common Shares of
BioChem on the date selected as of the record date by the Board of Directors of
BioChem.

1.11 "Distribution Agreement" shall mean the Distribution Agreement
dated as of the date hereof by and between BioChem and CliniChem, as amended
from time to time.

1.12 "Distribution Date" shall mean the proposed date of effecting the
Distribution.

1.13 "FDA" shall mean the United States Food and Drug Administration or any
successor agency whose clearance is necessary to market a CliniChem Product in
the United States.

1.14 "Field of Use" shall mean the treatment of a particular disease or, in
the case of a vaccine, vaccination against a particular bacterium. The
applicable Field of Use for each CliniChem Program is set forth in Exhibit A.

1.15 "Major Market Country" shall mean any one of the following
countries: Canada, France, Germany, Italy, Japan, the United Kingdom, or the
United States.

1.16 "Product Option" shall mean the option granted to BioChem and certain
BioChem Affiliates pursuant to the Product Option Agreement.

1.17 "Product Option Agreement" shall mean the Product Option Agreement
dated as of the date hereof by and between BioChem, certain BioChem Affiliates
and CliniChem, as amended from time to time.

1.19 "Purchase Option" shall mean that certain option contained in the
Articles of Incorporation of CliniChem, as amended or restated from time to
time, pursuant to which BioChem (as the holder of the majority of the
outstanding Class B Common Shares in the share capital of CliniChem) has the
right to acquire all (but not less than all) of the outstanding Class A Common
Shares in the share capital of CliniChem.

1.20 "Research and Development Costs" shall mean the fully-burdened cost of
activities undertaken pursuant to this Agreement plus five percent (5%) of such
costs, including research expenses, general and administrative expenses, capital
asset costs, costs for licenses or acquisition of technology, products or
therapeutic agents from third parties for the CliniChem Programs and costs of
third-party collaborations or contract research undertaken for the CliniChem
Programs, determined in accordance with Exhibit B hereto.

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<PAGE> 4
1.21 "Services Agreement" shall mean the Services Agreement dated as of
the date hereof by and between BioChem and CliniChem, as amended from time to
time.

1.22 "Technology Fee" shall mean those payments to be made by CliniChem
to BioChem or a BioChem Affiliate pursuant to the Technology License Agreement.

1.23 "Technology License Agreement" shall mean the Technology License
Agreement dated as of the date hereof by and between BioChem, certain BioChem
Affiliates and CliniChem, as amended from time to time.

1.24 "Work Plan" shall mean a work plan for research and development
under a CliniChem Program, including cost estimates.

2. DEVELOPMENT SERVICES.

2.1 ENGAGEMENT OF BIOCHEM. CliniChem hereby engages BioChem to perform
or cause to be performed research, development and related activities in
connection with the CliniChem Programs in accordance with the Work Plans
accepted pursuant to Section 2.3, and to undertake such other activities as the
parties may agree, and BioChem hereby accepts such engagement.

2.2 PRODUCT DEVELOPMENT -- BIOCHEM OBLIGATIONS. BioChem shall diligently
perform or cause to be performed those activities necessary to execute the Work
Plans accepted by CliniChem pursuant to Section 2.3, as amended from time to
time. In connection therewith, BioChem shall make available such of its
scientific and other personnel, and shall take such steps as it deems reasonably
necessary in order to perform its obligations in accordance with the terms
hereof, but BioChem is not obligated to devote any specific amount of time or
resources to activities hereunder. BioChem shall have full discretion to
determine from time to time the allocation of resources of BioChem (facilities,
equipment and personnel) to be made available for activities hereunder, and to
determine from time to time the allocation of resources of BioChem among such
activities. CliniChem understands, acknowledges and agrees that BioChem may
devote substantial time and resources to research and development activities for
other persons and for its own account, and as a result, BioChem may develop and
commercialize, or have commercialized, products competitive with CliniChem
Products.

2.3 WORK PLANS; MEDIATION OF DISPUTES.

(a) Throughout the term of this Agreement, BioChem shall propose Work
Plans for the CliniChem Programs and CliniChem shall have the right to approve
or reject all or any portion of a proposed Work Plan. In the event of
rejection, in whole or in part, of a Work Plan, CliniChem shall cooperate with
BioChem in order to establish Work Plans that are in conformity with BioChem's
obligations pursuant to pre-existing agreements with third parties and
reasonably acceptable to both parties as soon as practicable. Prior to the first
board meeting of the Board of Directors of CliniChem, BioChem shall provide
CliniChem with a proposed Work Plan and a lifetime plan for continued
development under each of the initial CliniChem Programs.

-4-
<PAGE> 5
The Board of Directors of CliniChem shall notify BioChem in writing of its
acceptance (in whole or in part) or rejection (in whole or in part) thereof.

(b) The parties understand and acknowledge that it is difficult to
predict accurately the activities that will be necessary to execute any Work
Plan, including the Research and Development Costs thereof, and that significant
uncertainties exist in any product development effort. CliniChem and BioChem
shall cooperate in good faith to devise mutually acceptable Work Plans for the
CliniChem Programs. BioChem and CliniChem shall review each such Work Plan from
time to time, and in any event no less often than at the end of each stage of
research and development, and shall revise each Work Plan as appropriate such
that each Work Plan remains a best estimate of the work to be performed to
complete the development objectives identified therein and of the Research and
Development Costs thereunder. The parties may also mutually determine to
discontinue any and all Work Plans with respect to a CliniChem Program.

Except as set forth in Section 2.3(c), CliniChem shall not be obligated to
pay Research and Development Costs in excess of those provided for in approved
Work Plans, and BioChem shall not be obligated to perform work which would
result in Research and Development Costs exceeding those in approved Work Plans.

(c) The parties recognize that BONA FIDE disputes may arise from time
to time in connection with devising mutually-acceptable Work Plans for the
CliniChem Programs. If CliniChem's Board of Directors accepts or rejects a Work
Plan in part, BioChem may either (i) perform the activities under the Work Plan
as approved by CliniChem or (ii) propose a modified Work Plan to CliniChem for
approval. Notwithstanding the foregoing, in the event CliniChem's Board of
Directors rejects in whole or in substantial part three consecutive Work Plans
proposed by BioChem with respect to a particular CliniChem Program, BioChem and
CliniChem shall resolve the dispute in accordance with the provisions of Section
12.3 of this Agreement. Prior to the resolution of any such dispute, BioChem
shall have the right to perform the work specified under its most recently
proposed Work Plan and CliniChem shall be obligated to pay the Research and
Development Costs incurred in connection therewith.

2.4 CONSULTATION. CliniChem's Board of Directors shall consult with
BioChem and shall review with BioChem from time to time BioChem's ongoing
activities on behalf of CliniChem and the progress toward completion of the
activities under the Work Plans for each CliniChem Program, including without
limitation, the status in each country for each CliniChem Product for which
marketing clearance is being sought.

2.5 THIRD PARTY RIGHTS. Subject to the terms and conditions of this
Agreement, BioChem shall have discretion to attempt to obtain any Proprietary
Rights from any third party that BioChem reasonably determines to be necessary
or useful to conduct any CliniChem Program or related activities pursuant to any
approved Work Plan. In addition, BioChem shall have the right to conduct its
research and development activities under this Agreement in connection with the
CliniChem Programs with BioChem Affiliates and third parties, including entering
into, on CliniChem's behalf, research and development agreements. Proprietary
Rights acquired by or licensed to BioChem as a result of the foregoing shall be
included in the Developed Technology. The costs of obtaining any

-5-
<PAGE> 6
such Proprietary Rights or conducting such research and development
activities shall be included in the calculation of Research and Development
Costs paid by CliniChem pursuant to this Agreement.

2.6 DEVELOPMENT ASSETS. BioChem shall own and have the right to use
any Development Assets.

2.7 NO USE OF AVAILABLE FUNDS. After such time as the Product Option
for a CliniChem Product in a country expires unexercised as to such country, no
additional Available Funds shall be expended for the research or development of
such CliniChem Product for sale in such country without the consent of the Board
of Directors of CliniChem.

2.8 NOTICES. BioChem shall notify CliniChem within five (5) business
days after BioChem receives notice of clearance to market any CliniChem Product
in any country. BioChem shall promptly notify CliniChem of the first commercial
sale of any CliniChem Product or Developed Technology Product in any country.

3. PAYMENT FOR SERVICES; TIMING OF PAYMENTS.

3.1 PAYMENT OF RESEARCH AND DEVELOPMENT COSTS. In consideration of the
work to be carried out by BioChem hereunder, CliniChem shall make payments to
BioChem or its Affiliates for all Research and Development Costs incurred by
BioChem or its Affiliates in accordance with accepted Work Plans up to the
maximum amount of Available Funds. CliniChem shall also make payments to
BioChem for Research and Development Costs with respect to the initial CliniChem
Programs which are incurred from January 1, 1998 through the date of the
Distribution, in accordance with the CliniChem approved Work Plans therefor in
effect as of the date hereof.

3.2 TIMING OF PAYMENTS. CliniChem shall pay to BioChem monthly, in
arrears, all such Research and Development Costs incurred by BioChem and its
Affiliates during the preceding calendar month, within ten (10) days after
BioChem's invoice therefor.

3.3 SUFFICIENCY OF FUNDS. Neither CliniChem nor BioChem makes any
warranty, express or implied, that the Available Funds will be sufficient to
complete the development under any or all of the CliniChem Programs or the other
activities contemplated hereunder.

3.4 LATE PAYMENTS. Any payments due hereunder that are not made when due
shall accrue interest at the lesser of ten percent (10%) per annum or the
maximum rate as may be allowed by law, beginning on the date when BioChem
notifies CliniChem that such payments are overdue.

4. REPORTS AND RECORDS.

4.1 RESEARCH AND DEVELOPMENT PROGRAM REPORTS. Within forty-five (45) days
after the end of each calendar quarter, BioChem shall provide to CliniChem a
report setting forth (a) a summary of the work performed hereunder by BioChem
and its employees and agents during such

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<PAGE> 7
quarter; and (b) the total Research and Development Costs of such
activities during such quarter and cumulatively to date, for each Work Plan.

4.2 AVAILABLE FUNDS STATEMENT. Within a reasonable time after the end of
each calendar quarter, CliniChem shall provide to BioChem a statement setting
forth, as of the end of such quarter, the Available Funds remaining.

4.3 RECORDS; REVIEW BY AUDITORS. Each of CliniChem and BioChem shall
keep and maintain, in accordance with Canadian generally accepted accounting
principles, proper and complete records and books of account documenting all
Research and Development Costs, in the case of BioChem, and remaining Available
Funds, in the case of CliniChem. Each of CliniChem and BioChem shall have the
right, once in each calendar year during regular business hours and upon
reasonable notice to the other party, and at its own expense, to examine or to
have examined by its auditors, pertinent books and records of one another, for
the sole purpose of determining the correctness of amounts invoiced, paid or due
under this Agreement and the application of the Available Funds by CliniChem.
Such examination shall take place not later than two (2) years following the
year in question, and only one examination may take place with respect to any
period as to which such books and records are examined.

5. TECHNOLOGY LICENSED FOR DEVELOPMENT.

5.1 LICENSE TO USE BIOCHEM TECHNOLOGY. CliniChem hereby grants to BioChem
a sublicense (with the right to grant further sublicenses as necessary) to use
the BioChem Technology solely for the purpose of conducting the activities
contemplated hereunder (to the extent such license is necessary for the conduct
of such activities under applicable law).

5.2 TERMINATION OF LICENSE. Termination of the license granted to
CliniChem under the Technology License Agreement shall automatically terminate
any sublicense of the BioChem Technology granted pursuant to Section 5.1.

6. OWNERSHIP OF TECHNOLOGY.

6.1 OWNERSHIP OF DEVELOPED TECHNOLOGY. Unless BioChem and CliniChem
agree otherwise and except as set forth in Section 2.2 of the Technology License
Agreement, all Developed Technology shall be owned by BioChem or a BioChem
Affiliate (as determined by BioChem in its sole discretion) and exclusively
licensed to CliniChem on a worldwide basis with the right to sublicense subject
to the terms and conditions of the Technology License Agreement, subject to the
Product Option and limited to the applicable Field of Use.

6.2 PATENTS COVERING DEVELOPED TECHNOLOGY. BioChem shall determine
whether and to what extent to seek and maintain patents covering any Developed
Technology. Any such patents and applications therefor shall be owned by
BioChem or a BioChem Affiliate. In the event that BioChem declines to seek
patent protection for any Developed Technology, CliniChem shall not have the
right to do so. BioChem or a BioChem Affiliate shall pay all of the costs of
obtaining and maintaining any such patents during the term of this Agreement.

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<PAGE> 8
7. ACCESS TO INFORMATION; CONFIDENTIALITY.

7.1 ACCESS. Subject to the terms of this Agreement, each party shall be
permitted access to the premises of the other during normal business hours,
solely for the purpose of monitoring the progress of activities under this
Agreement. Each party shall keep records and notebooks documenting the
experiments performed during its work under this Agreement and the results
thereof. Such documentation shall be available during normal business hours for
inspection by the other party. In addition, each party shall provide to the
other such other information relating to the activities carried out under this
Agreement as reasonably may be requested.

7.2 THIRD PARTIES. BioChem shall use reasonable efforts to obtain from
each third party engaged pursuant to Section 2.5 access similar to that to be
provided pursuant to Section 7.1, for the benefit of both CliniChem and BioChem.

7.3 CONFIDENTIALITY. During the term of this Agreement and for a
period of ten (10) years following its termination, each party shall maintain in
confidence all Proprietary Rights and any Confidential Information of the other;
provided, however, that nothing contained herein shall prevent either party from
disclosing any Proprietary Rights or any Confidential Information to the extent
that such Proprietary Rights or Confidential Information (a) are required to be
disclosed in connection with conducting the CliniChem Programs, securing
necessary governmental authorization for the marketing of CliniChem Products, or
directly or indirectly making, using or selling CliniChem Products, as permitted
or provided for in the agreements between the parties, (b) are required to be
disclosed by law for the purpose of complying with governmental regulations, (c)
are disclosed to sublicensees, distributors or marketing partners or potential
sublicensees, distributors or marketing partners permitted under the agreements
between the parties in connection with the proposed or actual research,
development, manufacturing or marketing of CliniChem Products, subject to
similar obligations of confidentiality on the part of such third parties as
required by the agreements between the parties, (d) are lawfully disclosed to
the recipient by a third party having the right to disclose such information to
the recipient, or (e) either before or after the time of disclosure to the
recipient, become known to the public other than by an unauthorized act or
omission of the recipient or any of the recipient's employees or agents;
provided further that, CliniChem may disclose BioChem Proprietary Rights or
Confidential Information to third parties only in accordance with the provisions
of this Section 7.3 and Section 8.1 hereof and in accordance with the provisions
of the Technology License Agreement. The obligations of each of the parties
pursuant to this Section 7.3 shall survive the termination of this Agreement for
any reason. Any breach of this Section 7.3 may result in irreparable harm, and
in the event of a breach, the aggrieved party shall be entitled to seek
injunctive relief (without the need to post a bond) in addition to any other
remedies available at law or in equity.

8. PUBLIC DISCLOSURE.

8.1 PUBLIC DISCLOSURE. The parties will work together with respect to
public statements disclosing the status of and results under the CliniChem
Programs and related matters. Except to the extent previously disclosed
pursuant to the terms hereof, neither party shall disclose to third parties nor
originate any publicity, news release or public announcement, written or oral,
whether

-8-

<PAGE> 9
to the public, the press, stockholders or otherwise, referring to
activities conducted, or the parties' performance under, this Agreement, except
such announcements, as in the opinion of the counsel for the party making such
announcement, are required by law, including Canadian and United States
securities laws, rules or regulations, without the prior written consent of the
other party. If a party decides to make an announcement it believes to be
required by law with respect to this Agreement, it will give the other party
such notice as is reasonably practicable and an opportunity to comment upon the
announcement.

9. COVENANTS

9.1 USE OF AVAILABLE FUNDS. Unless BioChem agrees otherwise, CliniChem
agrees to expend the Available Funds only for activities undertaken pursuant to
this Agreement, including the payments of fees to consultants or advisors in
connection with the CliniChem Programs, and for payments due to BioChem or a
BioChem Affiliate under this Agreement, the Technology License Agreement and the
Services Agreement. Pending application of all Available Funds as set forth
above, Available Funds shall be invested in interest-bearing, investment-grade
securities.

9.2 NEGATIVE PLEDGE. CliniChem shall not create, incur, assume or
suffer to exist any lien upon or with respect to, or otherwise take any action
with respect to, the Available Funds so as to prevent or interfere with full
expenditure of such funds for activities under this Agreement in accordance with
Section 9.1.

9.3 NO INCONSISTENT AGREEMENTS. Without the written consent of
BioChem, CliniChem shall not enter into any agreement or arrangement that is in
any way inconsistent with or that could adversely affect BioChem Technology or
BioChem's rights under any agreement between BioChem and CliniChem, or that is
in any way inconsistent with or that could adversely affect BioChem's rights as
holder of the Class B Common Shares of CliniChem. CliniChem must include in any
agreement between CliniChem and a third party relating to CliniChem Products
and/or activities hereunder such provisions as BioChem reasonably deems
appropriate to protect BioChem Technology and to protect BioChem's rights under
any agreement between BioChem and CliniChem and as a holder of the Class B
Common Shares of CliniChem (including BioChem's and certain BioChem Affiliates'
rights under the Purchase Option).

10. TERM AND TERMINATION.

10.1 TERM. This Agreement shall become effective on the Distribution
Date (the "Effective Date") and shall continue thereafter until automatically
terminated upon exercise or expiration of the Purchase Option or termination
pursuant to Section 10.2.

10.2 OTHER TERMINATION. Either party may, in its discretion, terminate
by written notice this Agreement in the event that the other party:

(a) breaches any material obligation hereunder or under the
Product Option Agreement, and such breach continues for a period of sixty (60)
days after written notice thereof by the terminating party to the other party;
or

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<PAGE> 10
(b) enters into any proceeding, whether voluntary or involuntary,
in bankruptcy, reorganization of creditor's rights or similar arrangement for
the benefit of its creditors.

11. FORCE MAJEURE.

11.1 FORCE MAJEURE. Neither party to this Agreement shall be liable for
failure or delay in the performance of any of its obligations hereunder, if such
failure or delay is due to causes beyond its reasonable control including,
without limitation, acts of God, earthquakes, fires, strikes, acts of war, or
intervention of any governmental authority, but any such delay or failure shall
be remedied by such party as soon as possible after the removal of the cause of
such failure or delay.

12. MISCELLANEOUS.

12.1 AMENDMENT AND WAIVER. This Agreement may be amended and any
provision of this Agreement may be waived; provided that any such amendment or
waiver shall be binding upon a party only if set forth in a writing executed by
authorized representatives of such party and referring specifically to the
provision alleged to have been amended or waived. A waiver by any party hereto
of any terms and conditions of this Agreement in any one instance shall not be
deemed or construed to be a waiver of such terms and conditions for any similar
instance in the future. No course of dealing between or among any persons
having any interest in this Agreement shall be deemed effective to modify, amend
or discharge any part of this Agreement or any rights or obligations of any
person under or by reason of this Agreement.

12.2 ASSIGNMENT. Neither party may assign its rights and obligations
hereunder without the prior written consent of the other party, which consent
may not be unreasonably withheld; provided, however, that BioChem may assign
such rights and obligations hereunder to an Affiliate of BioChem or to any
person or entity with which BioChem is merged or consolidated or which acquires
all or substantially all of the assets or issued and outstanding shares in the
share capital of BioChem.

12.3 DISPUTE RESOLUTION. Any controversy, claim or dispute arising out
of or relating to this Agreement, including the interpretation, breach,
termination or invalidity thereof (a "Dispute") shall be definitively settled by
arbitration, in accordance with the provisions on arbitration found in the Code
of Civil Procedure of Quebec (the "CCP").

Prior to resorting to arbitration, the parties shall refer the Dispute
to the Chairman of the Board of BioChem and a director of CliniChem who has not
been appointed by BioChem for attempted resolution of such Dispute. The party
wishing to initiate negotiations shall send to the other party a notice of
negotiation, briefly identifying the object of the Dispute. If the parties fail
to resolve a Dispute within thirty (30) days of receipt by the second party of
such notice of negotiation, each party shall then have the right to refer such
Dispute to arbitration, unless the parties agree in writing to extend such
thirty (30) day negotiation period. The seat of arbitration shall be in
Montreal and the proceedings shall be in English.

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<PAGE> 11
There shall be three (3) arbitrators. Each party shall appoint one
(1) arbitrator, and the two (2) arbitrators thus appointed shall designate the
third arbitrator within fifteen (15) days of the appointment of the second
arbitrator. The third arbitrator shall serve as President of the arbitral
tribunal. Should a party fail to designate an arbitrator within the delay
specified in the applicable provisions of the CCP, such arbitrator shall be
appointed by the highest ranking officer of the Quebec National and
International Commercial Arbitration Centre ("Centre"). The two (2) arbitrators
thus appointed shall designate the third arbitrator within fifteen (15) days of
the appointment of the second arbitrator, failing which the third arbitrator
shall be designated by the Centre.

12.4 APPLICATIONS FOR CREDITS. CliniChem authorizes BioChem or any
BioChem Affiliate which performs all or part of the research and development
activities contemplated by this Agreement to enter into research contracts with
third parties in its own name, but on the behalf of CliniChem as agent, and
apply in its own name, but on the behalf of CliniChem as agent, for any and all
governmental subsidies, credits (including tax credits) or any other incentives
related to such research and development activities.

12.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

12.6 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Province of Quebec and the federal laws of
Canada applicable therein, and shall be treated in all respects as a Quebec
contract.

12.7 HEADINGS. The section headings contained in sections of this
Agreement are included for convenience only and form no part of the Agreement
between the parties.

12.8 NOTICES. Notices required under this Agreement shall be in writing
and sent by registered or certified mail, postage prepaid, or by facsimile and
confirmed by registered or certified mail, postage prepaid, and addressed as
follows:

IF TO BIOCHEM:
BioChem Pharma Inc.
275 Armand-Frappier Blvd.

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<PAGE> 12
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: Vice-President Legal Affairs and Corporate Secretary

IF TO CLINICHEM:
CliniChem Development Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: General Counsel and Secretary

12.9 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, it shall be stricken and
the remaining provisions shall remain in full force and effect.

12.10 RELATIONSHIP OF THE PARTIES. For purposes of this Agreement,
CliniChem and BioChem shall be deemed to be independent contractors, and
anything in this Agreement to the contrary notwithstanding, nothing herein shall
be deemed to constitute CliniChem and BioChem as partners, joint venturers,
co-owners, an association or any entity separate and apart from each party
itself, nor shall this Agreement constitute any party hereto an employee or
agent, legal or otherwise, of the other party for any purposes whatsoever.
Neither party hereto is authorized to make any statements or representations on
behalf of the other party or in any way obligate the other party, except as
expressly authorized in writing by the other party. Anything in this Agreement
to the contrary notwithstanding, no party hereto shall assume or be liable for
any liabilities or obligations of the other party, whether past, present or
future.

12.11 SURVIVAL. The provisions of Sections 3, 6, 7.3, 12.1, 12.3, 12.6,
12.8, 12.10, and this Section 12.11, and of Section 4 to the extent of
obligations under such section relating to periods prior to termination of this
Agreement, shall survive the termination for any reason of this Agreement. Any
payments due under this Agreement with respect to any period prior to its
termination shall be made notwithstanding the termination of this Agreement.
Neither party shall be liable to the other for consequential damages (including
loss of good will or anticipated profits) due to the termination of this
Agreement as provided herein.

12.12 ENTIRE AGREEMENT. This Agreement, the Technology License Agreement,
the Product Option Agreement and the Services Agreement contain the entire
agreement and understanding

* * * * *
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<PAGE> 13
between the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and understandings whether written or oral,
relating to such subject matter.

* * * * *

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<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.

BIOCHEM PHARMA INC.

By: _______________________________

Title: _____________________________

By: _______________________________

Title: _____________________________

CLINI CHEM DEVELOPMENT INC.

By: _______________________________

Title: _____________________________

By: _______________________________

Title: _____________________________

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<PAGE> 15

EXHIBIT A

to the Research and Development Agreement dated as of the 31st day of March,
1998 by and between BioChem Pharma Inc. and CliniChem Development Inc.

CLINICHEM PROGRAMS

PROGRAM FIELD OF USE
- ----------------------------------------- ---------------------------
1. Development of BCH-4556. Treatment of cancer.

2. Development of BCH-10652. Treatment of HIV infection.

3. Development of AvB3 antagonists to Treatment of cancer.
prevent angiogenesis.

4. The development of a recombinant To protect against infections by
protein vaccine to protect against NEISSERIA MENINGITIDIS.
infections by NEISSERIA MENINGITIDIS.

5. The development of a recombinant To protect against infections by
protein vaccine to protect against STREPTOCOCCUS PNEUMONIAE.
infections by STREPTOCOCCUS
PNEUMONIAE.

6. The development of a recombinant To protect against infections by
protein vaccine to protect against NEISSERIA GONORRHOEAE.
infections by NEISSERIA GONORRHOEAE.

7. The development of a recombinant To protect against infections by
protein vaccine to protect against HAEMOPHILUS INFLUENZAE non typeable.
infections by HAEMOPHILUS INFLUENZAE
non typeable.

8. The development of a recombinant To protect against infections by
protein vaccine to protect against STREPTOCOCCUS Group B.
infections by STREPTOCOCCUS Group B.

9. The development of a recombinant To protect against infections by
protein vaccine to protect against CHLAMYDIA PNEUMONIAE.
infections by CHLAMYDIA PNEUMONIAE.
<PAGE> 16
EXHIBIT B

to the Research and Development Agreement dated as of the 31st day of
March, 1998 by and between BioChem Pharma Inc. and CliniChem Development Inc.

CALCULATION OF RESEARCH AND DEVELOPMENT COSTS

BioChem shall charge CliniChem for both "direct" and "indirect" Research
and Development Costs based on BioChem's internal accounting system, plus five
percent (5%). Direct costs shall include fully absorbed costs of labor,
third-party contract costs, such as those expenses paid to outside vendors and
licensors, raw materials, drug substances, drug products, clinical supplies,
compound library, assay acquisition and all other costs which can be directly
identified to a CliniChem Program (see Exhibit B1). Indirect costs shall
include lease payments, building allocations, equipment allocations,
administration services and all other indirect costs. The indirect costs are
estimated to be twenty to thirty-five percent (20-35%) of direct costs. The
indirect cost allocations are based upon BioChem's historical overhead
experience arising from its research and development activities.

<PAGE> 17

EXHIBIT B1

to the Research and Development Agreement dated as of the 31st day of March,
1998 by and between BioChem Pharma Inc. and CliniChem Development Inc.

RESEARCH AND DEVELOPMENT DIRECT COSTS

The following is a list of the types of expenses which are considered as
"direct" in Exhibit B and would be billable to CliniChem:

Collaborative research agreement payments
Payments for compound supply
Payments forbiologicals, drug substances and drug products
Payments for chemical precursors
Payments for assay acquisitions
Payments for clinical studies
Payments for toxicological, pharmacokinetic studies, process development
contracts, manufacturing of batches of vaccines for clinical trials,
immunological studies and other outside services
Payments for other BioChem functions (non-R&D) which provide services
Payments for investigation or research grants
Payments for consulting services
Hiring expenses, salaries and fringe benefits for people who will work
directly on CliniChem projects
Milestone payments to third parties
Project travel, entertainment and related expenses
Capital equipment and other materials purchased exclusively for
CliniChem projects
Miscellaneous project expenses
Regulatory and filing fees
Telephone and communications
Patent and trademark expenses including the cost of prosecution, defense and
maintenance of intellectual property rights
Software
Payments for clinical research organizations
Payments for monitoring
Payments for data management
Insurance

<PAGE> 18

EXHIBIT B2

to the Research and Development Agreement dated as of the 31st day of March,
1998 by and between BioChem Pharma Inc. and CliniChem Development Inc.

RESEARCH AND DEVELOPMENT INDIRECT COSTS

The following is a list of the types of expenses which are considered as
"indirect" in Exhibit B and would be billable to CliniChem:

[Salaries and fringe benefits of people managing and supporting those working
directly on CliniChem projects

General supplies and chemicals

General information systems and communications support

General equipment depreciation

General facilities depreciation, utilities, rent

Miscellaneous indirect expenses

Miscellaneous general and administrative expenses

<PAGE> 1
Exhibit 10.3
PRODUCT OPTION AGREEMENT

This Product Option Agreement (the "Agreement") is made as of the 31st day
of March, 1998 by and between BioChem Pharma Inc., a Canadian corporation
("BioChem"), Tanaud International B.V., a Dutch corporation ("BV"), Tanaud
Ireland Inc., an Irish Company ("TII") and CliniChem Development Inc., a
Canadian corporation ("CliniChem").

RECITALS

C. As of the date hereof, BioChem, certain BioChem Affiliates and
CliniChem have entered into a Technology License Agreement and a Research and
Development Agreement (each as defined below).

D. Subject to the terms of this Agreement, CliniChem desires to grant
to BioChem, and BV and TII (with respect only to BCH-4556 in certain
territories), an option to acquire for commercialization the products developed
pursuant to the Research and Development Agreement as set forth herein.

1. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meanings
set forth below:

1.1 "Acquired Product" shall mean any product for which BioChem, BV or TII
has exercised the Product Option granted hereunder.

1.2 "Affiliate" shall mean a corporation or any other entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the
<PAGE> 2
designated party. "Control" shall mean ownership of shares to which are
attached more than fifty percent (50%) of the votes that may be cast for the
election of directors in the case of a corporation, and at least fifty percent
(50%) of the interests in profits in the case of a business entity other than a
corporation. CliniChem shall not be considered an Affiliate of BioChem, BV or
TII.

1.3 "CliniChem Product" shall mean any human therapeutic or vaccine
product developed according to the terms of the Research and Development
Agreement and pursuant to the CliniChem Programs in the applicable Fields of
Use.

1.4 "CliniChem Programs" shall mean any of the therapeutic and vaccine
product development programs listed on Exhibit A in the applicable Fields of Use
indicated in such Exhibit A, and any additional or modified development programs
recommended by BioChem and accepted by CliniChem's Board of Directors for
development as such pursuant to the Research and Development Agreement.

1.5 "Distribution" shall mean the distribution by BioChem as a
dividend-in-kind of all of the issued and outstanding Class A Common Shares in
the share capital of CliniChem to the holders of record of Common Shares of
BioChem on the date selected as of the record date by the Board of Directors of
BioChem.

1.6 "Distribution Agreement" shall mean the Distribution Agreement dated
as of the date hereof by and between BioChem and CliniChem, as amended from time
to time.

1.7 "Distribution Date" shall mean the proposed date of effecting the
Distribution.

1.8 "FDA" shall mean the United States Food and Drug Administration or any
successor agency whose clearance is necessary to market a CliniChem Product in
the United States.

1.9 "Field of Use" shall mean the treatment of a particular disease or, in
the case of a vaccine, vaccination against a particular bacterium. The
applicable Field of Use for each CliniChem Program is set forth on Exhibit A.

1.10 "Infringing Product" shall mean any product manufactured, used,
offered for sale or sold by a third party, other than pursuant to an agreement
with BioChem, which infringes or is alleged to infringe any patent or patents
owned by, licensed to or controlled by BioChem containing claims which cover a
CliniChem Product.

1.11 "Licensing Revenues" shall mean percentage-of-sales payments and
Specialty Royalty Payments received by BioChem, BV or TII with respect to an
Acquired Product.

1.12 "Major Market Country" shall mean any one of the following countries:
Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States.

1.13 "Net Sales" shall mean the total amount to be invoiced, net of taxes,
on sales of an Acquired Product by BioChem or its Affiliates to unrelated third
parties such as wholesalers,

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<PAGE> 3
hospitals, distributors, marketing partners and others, which are not Affiliates
of the selling party (unless such Affiliate is the end user of such product, in
which case the amount invoiced therefor shall be deemed to be the amount that
would be invoiced to a third party in a BONA FIDE arm's length transaction) in
BONA FIDE arm's length transactions, less discounts, allowances, credits and
charges for freight or insurance as customarily determined under BioChem's
accounting policies in effect at the time of such sale.

1.14 "Product Option" shall mean the options granted to BioChem, BV and
TII pursuant to Section 2 of this Agreement.

1.15 "Product Payments" shall have the meaning set forth in Section 3.2
of this Agreement.

1.16 "Proprietary Rights" shall mean data, inventions, information,
processes, know-how and trade secrets, and patents or patent applications
claiming any of the foregoing, owned by, licensed to or controlled by a person
and which such person has the right to license or sublicense without the consent
of any third party and without incurring additional liability to any third
party. Proprietary Rights shall not include trademarks or copyrights.

1.17 "Purchase Option" shall mean the option contained in the Articles
of Incorporation of CliniChem, as amended or restated from time to time,
pursuant to which BioChem (as the holder of the majority of the outstanding
Class B Common Shares in the share capital of CliniChem) has the right to
acquire all (but not less than all) of the outstanding Class A Common Shares in
the share capital of CliniChem.

1.18 "Research and Development Agreement" shall mean the Research and
Development Agreement dated as of the date hereof between BioChem and CliniChem,
as amended from time to time.

1.19 "Research and Development Costs" shall mean the fully-burdened cost
of activities undertaken pursuant to the Research and Development Agreement with
respect to the Acquired Products plus five percent (5%), as detailed in the
Research and Development Agreement.

1.20 "Services Agreement" shall mean the Services Agreement dated as of
the date hereof by and between BioChem and CliniChem, as amended from time to
time.

1.21 "Specialty Royalty Payments" shall mean front-end distribution
fees, prepaid royalties, one-time, infrequent or special payments or
non-monetary consideration (including licenses of technology) received by
BioChem, BV or TII from a licensee, distributor or marketing partner with
respect to an Acquired Product but excluding any payments for research and
development related services or capital expenditures. The fair market value of
any such non-monetary consideration shall be assessed by a third party expert
mutually agreed to by BioChem and CliniChem.

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<PAGE> 4
1.22 "Technology License Agreement" shall mean the Technology License
Agreement dated as of the date hereof by and between BioChem, certain BioChem
Affiliates and CliniChem, as amended from time to time.

1.23 "Territory" shall have the meaning set forth in Section 2.3 of this
Agreement.

2. PRODUCT OPTION.

2.1 GRANT OF PRODUCT OPTION. On the terms and subject to the
conditions of this Agreement, CliniChem hereby grants to BioChem an option to
acquire all of CliniChem's rights with respect to each CliniChem Product (other
than BCH-4556), and to terminate CliniChem's corresponding license with respect
thereto, exercisable on a product-by-product and country-by-country basis as
described in Section 2.2. With respect to the CliniChem Product BCH-4556, (i)
CliniChem hereby grants to TII an option to acquire all of CliniChem's rights,
and terminate CliniChem's corresponding license with respect to BCH-4556 in the
United States; (ii) CliniChem hereby grants to BioChem an option to acquire all
of CliniChem's rights and terminate CliniChem's corresponding license, with
respect to BCH-4556 in Canada; and (iii) CliniChem hereby grants to BV an option
to acquire all of CliniChem's rights and terminate CliniChem's corresponding
license, with respect to BCH-4556 for the world other than the United States and
Canada, exercisable on a country-by-country basis.

2.2 TIME FOR EXERCISE.

(a) BioChem, and with respect to BCH-4556, BV and TII, may
exercise the Product Option with respect to any CliniChem Product on a
country-by-country basis at any time during the period beginning on the date
hereof and ending (i) with respect to the United States, thirty (30) days after
clearance by the FDA to market such CliniChem Product in the United States, and
(ii) with respect to any other country, thirty (30) days after clearance by the
appropriate regulatory agency to commercially market such CliniChem Product in
such country. Notwithstanding the foregoing, the Product Option shall expire,
to the extent not previously exercised, at the close of business on the
thirtieth day after the expiration of the Purchase Option. In any case,
BioChem, BV and TII must each exercise its applicable Product Option for a
particular CliniChem Product in a particular country prior to the first
commercial sale of such product in such country by BioChem, BV, TII or any of
their Affiliates, licensees, distributors or marketing partners. The Product
Option for any CliniChem Product in any country will expire if not exercised
within the foregoing time periods.

(b) CliniChem will notify BioChem, BV or TII, as applicable, in
writing within ten (10) business days of receipt of each clearance to market any
CliniChem Product in any country.

2.3 MANNER OF EXERCISE. BioChem, BV or TII shall exercise its Product
Option by delivering to CliniChem, within the time period described in Section
2.2 above, a written notice of exercise specifying the CliniChem Product and
the country or countries as to which the Product Option is exercised (the
"Territory"). Upon delivery of such written notice of exercise, (i) BioChem,
BV or TII, as applicable, shall be deemed to have acquired all rights from
CliniChem with respect

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<PAGE> 5
to such Acquired Product in the Territory, including but not limited to the
right to research, develop, make, have made and use such Acquired Product and to
sell, have sold and commercialize such Acquired Product in the Territory and
(ii) CliniChem's license with respect thereto pursuant to the Technology License
Agreement shall be terminated, without the necessity of any additional action by
the parties.

2.4 DEVELOPMENT ASSETS. If BioChem, BV or TII does not exercise its
Product Option for any CliniChem Product in any country prior to the expiration
of such Product Option or, if BioChem, BV or TII notifies CliniChem expressly in
writing that it will not exercise its Product Option for a CliniChem Product,
BioChem shall make available to CliniChem for further development and
commercialization activities, at no charge, all clinical supplies, materials and
other tangible assets purchased, manufactured or developed for use exclusively
in the development of such CliniChem Product (the "Development Assets") with
respect to such country to the extent such assets are being used by CliniChem
and will not be used under the Research and Development Agreement.

2.5 FAILURE TO EXERCISE PRODUCT OPTION. To the extent that BioChem, BV
or TII does not exercise its Product Option with respect to any CliniChem
Product, CliniChem will retain exclusive rights (subject to pre-existing
third-party rights and subject to the receipt of certain third-party consents,
as set forth in the Technology License Agreement) to develop and commercialize
such CliniChem Product.

3. OBLIGATIONS WITH RESPECT TO ACQUIRED PRODUCTS.

3.1 DILIGENCE. Subject to Section 9.3 of this Agreement, if
BioChem, BV or TII exercises its Product Option with respect to a CliniChem
Product, such party shall use diligent efforts to conduct or have conducted any
remaining activities necessary to complete the development of any Acquired
Product through regulatory clearance to market the Acquired Product in each
Major Market Country of the Territory; provided, however, that with respect to
those Acquired Products for which BioChem, BV or TII has exercised its option to
buy out royalty payments pursuant to Section 3.4 of this Agreement, such party
shall have no such obligation. Such activities shall be undertaken at no cost
to CliniChem, unless CliniChem agrees otherwise in writing. Promptly after
regulatory clearance, BioChem or, to the extent applicable, BV or TII, shall
commence and continue to use reasonable diligent efforts to commercialize the
Acquired Product in each Major Market Country of the Territory through the
manufacture and sale or the licensing of the Acquired Product, devoting to the
Acquired Product the same resources as other pharmaceutical companies of similar
size devote to products with similar market potential and with similar relative
importance to their product portfolios. BioChem, BV and TII may use reasonable
business discretion in the allocation of their technological and monetary
resources in performing their obligations hereunder, taking into account not
only the Acquired Product but also activities for their own account and their
obligations under other agreements with third parties. CliniChem acknowledges
that BioChem, BV and/or TII will continue to own and have the right to use any
Development Assets relating to such Acquired Product without any additional
payment to or reimbursement of CliniChem.

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<PAGE> 6
3.2 PRODUCT PAYMENTS. BioChem, BV or TII, as applicable, shall
make payments to CliniChem ("Product Payments") with respect to each Acquired
Product as follows:

(a) royalties of up to a maximum of six percent (6%) of Net Sales
of the Acquired Product in the Territory determined as follows: (A) one percent
(1%) of such Net Sales, plus (B) an additional one tenth of one percent (0.1%)
of such Net Sales for each full one million dollars ($1,000,000) of Research and
Development Costs of the Acquired Product that have been paid by CliniChem at
the time BioChem, BV or TII exercised its Product Option with respect to such
Acquired Product; plus

(b) licensing fees of up to a maximum of twenty-five percent (25%)
of Licensing Revenues received by the party exercising the Product Option with
respect to such Acquired Product determined as follows: (A) ten percent (10%) of
such Licensing Revenues, plus (B) an additional one percent (1%) of such
Licensing Revenues for each full one million dollars ($1,000,000) of Research
and Development Costs of the Acquired Product that have been paid by CliniChem
at the time BioChem, BV or TII exercised its Product Option with respect to such
Acquired Product.

Notwithstanding the foregoing, Product Payments for any quarter will not exceed
three percent (3%) of Net Sales plus twelve and one-half percent (12.5%) of
Licensing Revenues in the Territory for the first twelve (12) calendar quarters
during which the Acquired Product is commercially sold in the first Major Market
Country. As a result of this provision, if an Acquired Product were to be
cleared for marketing in countries that are not Major Market Countries prior to
marketing clearance in the first Major Market Country and Product Payments in
such countries would exceed three percent (3%) of Net Sales plus twelve and
one-half percent (12.5%) of Licensing Revenues, the Product Payment rates in
such countries will be reduced to three percent (3%) of Net Sales plus twelve
and one-half percent (12.5%) of Licensing Revenues for the first twelve (12)
calendar quarters during which the Acquired Product is commercially sold in the
first Major Market Country.

(c) In determining Product Payments, the amount of Net Sales by
and Licensing Revenues of BioChem, BV and TII shall be reduced by the dollar
amount of any license or similar payments made by or due from BioChem or its
Affiliates to third parties with respect to sales or development of such
Acquired Product in the Territory. BioChem, BV or TII, as applicable, shall
allocate any such reduction between Net Sales and Licensing Revenues in a
commercially reasonable manner. If license or similar payments are made to
third parties with respect to sales of the Acquired Product in the Territory and
to sales of other products, BioChem, BV or TII, as applicable, shall allocate
such payments, if necessary, in a commercially reasonable manner.

3.3 TERM OF PAYMENT. The obligation to make Product Payments hereunder
shall begin on the date of the first commercial sale of the Acquired Product in
any country for which the Product Option has been exercised. Such obligation
shall continue until ten (10) years after the date of the first commercial sale
of the Acquired Product in any Major Market Country, and shall terminate as to
all countries at the end of such ten (10) year period.

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3.4 BUY-OUT OF PAYMENTS.

(a) BioChem, BV and TII shall have the option, in their discretion,
at any time after the end of the twelfth calendar quarter during which the
Acquired Product was commercially sold in any country, to buy out their
respective remaining obligations to make Product Payments with respect to Net
Sales and Licensing Revenues of such Acquired Product in such country. The
buy-out price shall be an amount equal to fifteen (15) times the Product
Payments made by or due from BioChem, BV or TII to CliniChem with respect to Net
Sales and Licensing Revenues of such Acquired Product in such country for the
four (4) calendar quarters immediately preceding the quarter in which the
buy-out option is exercised, plus fifteen (15) times such additional Product
Payments as would have been made but for the three percent (3%) of Net Sales
plus twelve and one- half percent (12.5%) of Licensing Revenues limit set forth
in Section 3.2 on Product Payments for such period.

(b) BioChem shall have the option, in its discretion, at any time
after the end of the twelfth calendar quarter during which the Acquired Product
was commercially sold in either the United States or two other Major Market
Countries, to buy out its remaining worldwide obligations to make Product
Payments with respect to Net Sales and Licensing Revenues of such Acquired
Product in the Territory. The buy-out price shall be an amount equal to (i)
twenty (20) times (A) the Product Payments made by or due from BioChem, BV or
TII to CliniChem for such Acquired Product in the Territory, plus (B) such
payments as would have been made by or due from BioChem, BV or TII to CliniChem
if BioChem had not exercised any country-specific buy-out option with respect to
Net Sales and Licensing Revenues of such Acquired Product, plus (C) such
additional Product Payments as would have been made but for the three percent
(3%) of Net Sales plus twelve and one-half percent (12.5%) of Licensing Revenues
limit set forth in Section 3.2 on Product Payments for such period, in each
case, for the four (4) calendar quarters immediately preceding the quarter in
which the buy-out option is exercised, less (ii) any amounts previously paid to
exercise any country-specific buy-out option with respect to Net Sales and
Licensing Revenues of such Acquired Product.

4. ACCOUNTING.

4.1 REPORTS. Within ninety (90) days after the end of each calendar
quarter for which Product Payments are due, BioChem, BV and TII shall render an
accounting to CliniChem, on a country-by-country basis, with respect to all
Product Payments due for such quarter. Such report shall indicate, for such
quarter, the quantity and dollar amount of Net Sales of and Licensing Revenues
with respect to the Acquired Product by BioChem, BV, TII and their Affiliates or
other consideration with respect to Net Sales and Licensing Revenues, with
respect to which payments are due. In the event no Product Payments are due for
any calendar quarter, BioChem, BV and TII shall so report.

4.2 RECORDS; REVIEW BY AUDITORS. BioChem, BV and TII shall keep and
maintain, in accordance with Canadian generally accepted accounting principles,
proper and complete records and books of account documenting all amounts paid or
payable by BioChem, BV and TII to CliniChem. CliniChem shall have the right,
once in each calendar year during regular business

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<PAGE> 8
hours and upon reasonable notice to BioChem, BV or TII, at CliniChem's
expense, to examine or have examined by its auditors, such of the records of
BioChem, BV or TII as may be necessary to verify the accuracy of the reports and
payments made under this Agreement. Such examination shall take place not later
than two (2) years following the year in question, and only one examination may
take place with respect to any period as to which such books and records are
examined. BioChem, BV and TII shall each use reasonable efforts to seek, for
itself and for CliniChem, similar reasonable rights to audit information
pertaining to Net Sales from each party appointed to commercialize any product
as to which payments are due to CliniChem hereunder.

5. TIMES AND CURRENCIES OF PAYMENTS.

5.1 PAYMENTS. Payments shown by each calendar quarter report to have
accrued shall be due and payable on the date such report is due and shall be
paid in Canadian dollars. Any and all taxes due or payable on such payments or
with respect to the remittance thereof shall be deducted from such payments and
shall be paid by BioChem, BV or TII to the proper taxing authorities, and proof
of payment shall be secured and sent to CliniChem as evidence of such payment.
The rate of exchange to be used in computing the amount of the Canadian dollars
due to CliniChem in satisfaction of payment obligations with respect to sales in
foreign countries shall be calculated by converting the amount due in such
foreign currency into Canadian dollars at the rate for the purchase of Canadian
dollars with such currency as published in The Globe and Mail on the last
business day of the calendar quarter for which payment is being made or the
customary exchange rate posted by BioChem's bankers on such date.

5.2 CERTAIN FOREIGN PAYMENTS. If governmental regulations prevent
remittance from any foreign country of any amounts due under Section 3.2 in
respect of that country, BioChem, BV or TII shall so notify CliniChem in
writing, and the obligation under this Agreement to make payments with respect
to sales in that country shall be suspended (but the amounts due but not paid
shall continue to accrue) until such remittances are possible. CliniChem shall
have the right, upon written notice to BioChem, BV or TII, to receive payment in
any such country in the local currency.

5.3 LATE PAYMENTS. Any payments due hereunder that are not made when
due shall bear interest at the lesser of ten percent (10%) per annum or the
maximum rate as may be allowed by law, beginning on the date when CliniChem has
notified BioChem, BV or TII, as applicable, that such payments are overdue.

6. PATENT INFRINGEMENT.

6.1 NOTICE. Each party shall promptly notify the other in writing of
any infringement or alleged infringement known to such party of any patent
included in the BioChem Technology, by the manufacture, use, sale or offer for
sale by a third party of any Infringing Product.

6.2 LEGAL ACTION. In the event of any infringement or alleged
infringement as specified in Section 6.1, BioChem, BV and TII shall have the
right, at their own expense, to take appropriate action to restrain such
infringement or alleged infringement and for damages. If BioChem, BV or TII
takes any such action, CliniChem shall cooperate fully with BioChem, BV or TII
in its pursuit

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<PAGE> 9
thereof, at BioChem, BV or TII's expense, to the extent reasonably required by
BioChem, BV or TII. Any recoveries resulting from any such action shall be
first applied to reimburse BioChem, BV or TII for its expenses (including
attorneys' fees) incurred in bringing the action. CliniChem will be entitled to
a share of the remaining recoveries in the same percentage as the percentage of
Net Sales as to which Product Payments are due to CliniChem during the period of
the infringement or alleged infringement for the sale of any Acquired Product
covered by the claims found or alleged to have been infringed. In the event
that BioChem, BV and TII determine not to bring legal action to restrain such
infringement, CliniChem will not have the right to do so.

6.3 SETTLEMENT. BioChem, BV and TII each agree not to settle any action
it brings in a manner that would adversely affect CliniChem without CliniChem's
prior written consent, which consent shall not be unreasonably withheld or
delayed.

7. NO CONFLICT.

7.1 NO CONFLICT. CliniChem agrees that no license, sale or other
commercialization of any CliniChem Product has been or shall be made or offered
to any person or entity on any basis that is or will be in conflict with this
Agreement.

8. ACCESS TO INFORMATION.

8.1 INFORMATION AVAILABLE TO BIOCHEM, BV AND TII. CliniChem shall make
available to BioChem, and with respect to BCH-4556, BV and TII at all reasonable
times, all available information relating to all CliniChem Products as to which
the Product Option remains exercisable so as to enable BioChem, BV and TII to
determine whether and when to exercise its Product Option.

8.2 CONSULTATION WITH BIOCHEM, BV AND TII. CliniChem shall consult with
BioChem and, with respect to BCH-4556, BV and TII and inform them on a
continuing basis of the current state of research and development of all
CliniChem Products as to which the Product Option remains exercisable and will
review from time to time with BioChem and, with respect to BCH-4556, BV and TII
the progress towards completion of the CliniChem Products.

9. TERM AND TERMINATION.

9.1 TERM. This Agreement shall become effective on the Distribution
Date and, unless earlier terminated in whole or in part in accordance with the
provisions hereof, shall automatically terminate upon the earlier of (a) the
date of expiration of the Product Option for all of the CliniChem Products or
(b) thirty (30) days after expiration of the Purchase Option, except that
BioChem, BV and TII's obligations to make Product Payments to CliniChem with
respect to any Acquired Products shall continue after expiration of the Purchase
Option as provided in Section 3 hereof.

9.2 TERMINATION BY CLINICHEM. CliniChem may, in its discretion,
terminate this Agreement (but not BioChem, BV or TII's rights with respect to
any Acquired Product) in the event that BioChem, BV or TII enters into any
proceeding, whether voluntary or involuntary, in bankruptcy, reorganization or
similar arrangement for the benefit of its creditors, provided however,

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that CliniChem shall only be permitted to terminate this agreement as to
the party (BioChem, BV or TII) which has entered into such proceeding.

9.3 TERMINATION BY BIOCHEM. BioChem, BV and TII may terminate their
rights and obligations with respect to any Acquired Product with respect to one
or more countries included in the Territory upon thirty (30) days' prior written
notice to CliniChem if BioChem, BV or TII elects for any reason to discontinue
commercialization of the Acquired Product in such country. In such event,
CliniChem's license pursuant to the Technology License Agreement with respect to
such country or countries of the Territory shall be reinstated.

10. FORCE MAJEURE.

10.1 FORCE MAJEURE. No party to this Agreement shall be liable for
failure or delay in the performance of any of its obligations hereunder if such
failure or delay is due to causes beyond its reasonable control, including,
without limitation, acts of God, earthquakes, fires, strikes, acts of war, or
intervention of any governmental authority, but any such delay or failure shall
be remedied by such party as soon as possible after the removal of the cause of
such failure or delay.

11. INDEMNIFICATION.

11.1 INDEMNIFICATION BY BIOCHEM. BioChem shall indemnify, defend and
hold CliniChem and its Affiliates and each of their officers, directors,
employees and agents, harmless from and against any and all losses, liabilities,
claims, demands, damages, costs, expenses (including reasonable attorneys' fees)
or money judgments incurred by or rendered against CliniChem or its Affiliates,
which arise out of the use, design, labeling, manufacture, processing,
packaging, sale or commercialization of any Acquired Product by BioChem or its
Affiliates, subcontractors, licensees, distributors and marketing partners (and
their Affiliates). CliniChem shall permit BioChem's attorneys, at BioChem's
discretion and cost, to control the defense of any claims or suits as to which
CliniChem may be entitled to indemnification hereunder, and CliniChem agrees not
to settle any such claims or suits without the prior written consent of BioChem,
which consent shall not be unreasonably withheld. CliniChem shall have the
right to participate, at its own expense and through its own counsel (provided
such counsel is reasonably acceptable to BioChem), in the defense of any such
claim or demand to the extent it so desires.

11.2 NOTICE. CliniChem shall give BioChem prompt notice in writing, in
the manner set forth in Section 13.7 below, of any claim or demand made against
CliniChem for which CliniChem may be entitled to indemnification under Section
11.1.

12. DISCLAIMER.

12.1 DISCLAIMER CONCERNING ACQUIRED PRODUCTS. CLINICHEM DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY (A) THAT ANY ACQUIRED PRODUCT OR ANY TECHNOLOGY
INCORPORATED THEREIN, OR THE MANUFACTURE, USE OR SALE THEREOF, WILL BE FREE FROM
CLAIMS OF PATENT INFRINGEMENT, INTERFERENCE OR UNLAWFUL USE OF PROPRIETARY
INFORMATION OF ANY THIRD PARTY AND (B)

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<PAGE> 11
OF THE ACCURACY, RELIABILITY, TECHNOLOGICAL OR COMMERCIAL VALUE,
COMPREHENSIVENESS OR MERCHANTABILITY OF THE ACQUIRED PRODUCT OR ANY TECHNOLOGY
INCORPORATED THEREIN OR THEIR SUITABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER
INCLUDING, WITHOUT LIMITATION, THE RESEARCH, DESIGN, DEVELOPMENT, MANUFACTURE,
USE OR SALE OF THE ACQUIRED PRODUCT. CLINICHEM DISCLAIMS ALL OTHER WARRANTIES OF
WHATEVER NATURE, EXPRESS OR IMPLIED.

13. MISCELLANEOUS.

13.1 AMENDMENT AND WAIVER. This Agreement may be amended and any
provision of this Agreement may be waived; provided that any such amendment or
waiver shall be binding upon a party only if set forth in a writing executed by
authorized representatives of such party and referring specifically to the
provision alleged to have been amended or waived. A waiver by any party hereto
of any terms and conditions of this Agreement in any one instance shall not be
deemed or construed to be a waiver of such terms and conditions for any similar
instance in the future. No course of dealing between or among any persons
having any interest in this Agreement shall be deemed effective to modify, amend
or discharge any part of this Agreement or any rights or obligations of any
person under or by reason of this Agreement.

13.2 ASSIGNMENT. CliniChem may not assign its rights and obligations
hereunder without the prior written consent of BioChem, which consent may not be
unreasonably withheld. BioChem, BV and TII's rights and obligations under this
Agreement shall be freely assignable, in whole or in part.

13.3 DISPUTE RESOLUTION. Any controversy, claim or dispute arising out
of or relating to this Agreement, including the interpretation, breach,
termination or invalidity thereof (a "Dispute") shall be definitively settled by
arbitration, in accordance with the provisions on arbitration found in the Code
of Civil Procedure of Quebec (the "CCP").

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<PAGE> 12
Quebec National and International Commercial Arbitration Centre ("Centre"). The
two (2) arbitrators thus appointed shall designate the third arbitrator within
fifteen (15) days of the appointment of the second arbitrator, failing which the
third arbitrator shall be designated by the Centre.

13.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

13.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Province of Quebec and the federal laws of
Canada applicable therein, and shall be treated in all respects as a Quebec
contract.

13.6 HEADINGS. The section headings contained in this Agreement are
included for convenience only and form no part of the Agreement between the
parties.

13.7 NOTICES. Notices required under this Agreement shall be in writing
and sent by registered or certified mail, postage prepaid, or by facsimile and
confirmed by registered or certified mail and addressed as follows:

IF TO BIOCHEM, BV OR TII:

BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: Vice-President Legal Affairs and Corporate Secretary

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<PAGE> 13
IF TO CLINICHEM:

CliniChem Development Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: General Counsel and Secretary

All notices shall be deemed to be effective upon receipt unless such notice
is delivered or transmitted by facsimile, in which case, if it is delivered or
transmitted before 4:00 PM on a business day, it shall be deemed to have been
given and received on such day; in any other case, it will be deemed to have
been given and received on the first business day following the day on which it
is delivered or transmitted by facsimile. Any party may change the address at
which notice is to be received by written notice pursuant to this Section 13.7.

13.8 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, it shall be stricken and
the remaining provisions shall remain in full force and effect.

13.9 RELATIONSHIP OF THE PARTIES. For purposes of this Agreement,
CliniChem (as one party) and BioChem, BV and TII (as the other party) shall be
deemed to be independent contractors, and anything in this Agreement to the
contrary notwithstanding, nothing herein shall be deemed to constitute CliniChem
and BioChem, BV or TII as partners, joint venturers, co-owners, an association
or any entity separate and apart from each party itself, nor shall this
Agreement constitute any party hereto an employee or agent, legal or otherwise,
of the other party for any purposes whatsoever. Neither party hereto is
authorized to make any statements or representations on behalf of the other
party or in any way obligate the other party, except as expressly authorized in
writing by the other party. Anything in this Agreement to the contrary
notwithstanding, no party hereto shall assume nor shall be liable for any
liabilities or obligations of the other party, whether past, present or future.

13.10 SURVIVAL. The provisions of Sections 2.3, 2.4, 2.5, 3.2, 3.3, 3.4,
4, 5, 9, 11, 12, 13.1, 13.3, 13.5, 13.7, 13.8, 13.9 and this Section 13.10 shall
survive the termination for any reason of this Agreement. Any payments due
under this Agreement with respect to any period prior to its termination shall
be made notwithstanding the termination of this Agreement. No party shall be
liable to any other party due to the termination of this Agreement as provided
herein, whether in loss of good will, anticipated profits or otherwise.

13.11 ENTIRE AGREEMENT. This Agreement, the Technology License
Agreement, the Services Agreement and the Research and Development Agreement
contain the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersede all prior agreements and
understandings, whether written or oral, relating to such subject matter.

* * * * *

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<PAGE> 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

BIOCHEM PHARMA INC.

By: _______________________________

Title: _____________________________

By: _______________________________

Title: _____________________________

TANAUD INTERNATIONAL B.V.

By: _______________________________

Title: _____________________________

By: _______________________________

Title: _____________________________

TANAUD IRELAND INC.

By: _______________________________

Title: _____________________________

By: _______________________________

Title: _____________________________

CLINICHEM DEVELOPMENT INC.

By: _______________________________

Title: _____________________________

By: _______________________________

Title: _____________________________

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<PAGE> 15
EXHIBIT A

to the Product Option Agreement dated as of the 31st day of March, 1998 by
and between BioChem Pharma Inc., Tanaud International B.V., Tanaud Ireland Inc.
and CliniChem Development Inc.

CLINICHEM PROGRAMS

Program Field of Use
- ----------------------------------------- ------------------------------
1. Development of BCH-4556. Treatment of cancer.

2. Development of BCH-10652. Treatment of HIV infection.

3. Development of AvB3 antagonists to Treatment of cancer.
prevent angiogenesis.

4. The development of a recombinant To protect against infections by
protein vaccine to protect against NEISSERIA MENINGITIDIS.
infections by NEISSERIA MENINGITIDIS.

5. The development of a recombinant To protect against infections by
protein vaccine to protect against STREPTOCOCCUS PNEUMONIAE.
infections by STREPTOCOCCUS
PNEUMONIAE.

6. The development of a recombinant To protect against infections by
protein vaccine to protect against NEISSERI GONORRHOEAE.
infections by NEISSERIA GONORRHOEAE.

7. The development of a recombinant To protect against infections by
protein vaccine to protect against HAEMOPHILUS INFLUENZAE non typeable.
infections by HAEMOPHILUS INFLUENZAE
non typeable.

8. The development of a recombinant To protect against infections by
protein vaccine to protect against STREPTOCOCCUS Group B.
infections by STREPTOCOCCUS Group B.

9. The development of a recombinant To protect against infections by
protein vaccine to protect against CHLAMYDIA PNEUMONIAE.
infections by CHLAMYDIA PNEUMONIAE.

<PAGE> 1
Exhibit 10.4

DISTRIBUTION AGREEMENT

This Distribution Agreement (the "Agreement") is made as of the 31st day of
March, 1998 by and between BioChem Pharma Inc., a Canadian corporation
("BioChem"), and CliniChem Development Inc., a Canadian corporation
("CliniChem").

BACKGROUND

A. BioChem is the holder of all of the issued and outstanding shares in
the share capital of CliniChem. BioChem intends to make a Cdn$150 million
capital contribution to CliniChem, to license certain technology to CliniChem,
and to make other arrangements in order to establish CliniChem as a separate
enterprise to conduct research and development of potential human therapeutic
and vaccine products primarily for treatment of cancer and HIV infection and the
prevention of certain infectious diseases.

B. BioChem intends to distribute all of the CliniChem Common Shares (as
defined below) to the holders of BioChem Common Shares (as defined below).

Now, therefore, the parties agree as follows:

1. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the
meanings set forth below:

1.1 "Action" shall mean any action, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency or commission or any arbitration tribunal.

1.2 "Affiliate" shall mean a corporation or any other entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the designated party. "Control"
shall mean ownership of shares to which are attached more than fifty percent
(50%) of the votes that may be cast for the election of directors in the case of
a corporation, and at least fifty percent (50%) of the interests in profits in
the case of a business entity other than a corporation. BioChem and CliniChem
shall not be considered Affiliates of each other. The BioChem Affiliates and
CliniChem shall not be considered Affiliates of each other.

1.3 "Agent" shall mean General Trust of Canada, as distribution
agent, appointed by BioChem to distribute share certificates representing the
CliniChem Common Shares pursuant to the Distribution.

<PAGE> 2
1.4 "BioChem/CliniChem Agreements" shall mean this Agreement, the
Research and Development Agreement, the Technology License Agreement, the
Product Option Agreement, the Services Agreement and the Purchase Option,
collectively.

1.5 "BioChem Common Shares" shall mean the Common Shares in the
share capital of BioChem.

1.6 "Canadian Jurisdictions" shall mean, collectively, all of the
provinces of Canada.

1.7 "Canadian Preliminary Prospectus" shall mean the preliminary
long-form prospectus of CliniChem dated February 9, 1998 in its English and
French versions used in Canada and relating to the CliniChem Common Shares.

1.8 "Canadian Prospectus" shall mean the final long-form
prospectus of CliniChem dated in its English and
French versions used in Canada and relating to the CliniChem Common Shares.

1.9 "Canadian Securities Laws" shall mean the applicable
securities legislation of the Canadian Jurisdictions and the regulations,
policy statements and rules made thereunder.

1.10 "Canadian Securities Regulators" shall mean the securities
commission or other securities regulatory authority in each of the Canadian
Jurisdictions.

1.11 "Class B Shares" shall mean the Class B Common Shares in the
share capital of CliniChem.

1.12 "CliniChem Common Shares" shall mean the Class A Common
Shares in the share capital of CliniChem.

1.13 "Distribution" shall mean the distribution of CliniChem
Common Shares to Holders immediately following completion of the transactions
contemplated in Sections 2 and 3 hereof.

1.14 "Distribution Date" shall mean the proposed date of effecting
the Distribution.

1.15 "Effective Time" shall mean the time and date as of which the
Registration Statement becomes effective.

1.16 "Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended.

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<PAGE> 3
1.17 "Exchanges" shall mean, collectively, the Montreal Exchange
and The Toronto Stock Exchange.

1.18 "Form 8-A" shall mean the registration statement on Form 8-A
to be filed by CliniChem with the U.S. Commission to effect the registration of
the CliniChem Common Shares pursuant to the Exchange Act.

1.19 "Holders" shall mean the holders of record of BioChem Common
Shares on the Record Date.

1.20 "Jurisdictions" shall mean, collectively, the Canadian
Jurisdictions and the United States.

1.21 "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

1.22 "Preliminary Prospectuses" shall mean, collectively, the
Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus.

1.23 "Product Option Agreement" shall mean the Product Option
Agreement dated as of the date hereof between BioChem and/ or BioChem Affiliates
and CliniChem.

1.24 "Prospectuses" shall mean, collectively, the Canadian
Prospectus and the U.S. Prospectus.

1.25 "Purchase Option" shall mean that certain option contained in
CliniChem's Articles of Incorporation pursuant to which BioChem, as the holder
of the majority of the outstanding Class B Shares, has the right to acquire all,
but not less than all, of the outstanding CliniChem Common Shares.

1.26 "Record Date" shall mean the close of business on the record
date as is determined by the BioChem Board of Directors or any committee
thereof.

1.27 "Registration Statement" shall mean the registration
statement on Form F-1 (No. 333-45871) registering the issuance of CliniChem
Common Shares pursuant to the Distribution.

1.28 "Research and Development Agreement" shall mean the Research
and Development Agreement dated as of the date hereof between BioChem
and CliniChem.

1.29 "Securities Act" shall mean the United States Securities Act
of 1933, as amended.

1.30 "Securities Laws" shall mean, collectively, the Canadian
Securities Laws and the U.S. Securities Laws.

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<PAGE> 4

1.31 "Services Agreement" shall mean the Services Agreement dated as
of the date hereof between BioChem and CliniChem.

1.32 "Technology License Agreement" shall mean the Technology License
Agreement dated as of the date hereof between BioChem and/ or BioChem Affiliates
and CliniChem.

1.33 "U.S. Commission" shall mean the United States Securities and
Exchange Commission.

1.34 "U.S. Preliminary Prospectus" shall mean the preliminary
prospectus included in the Registration Statement and used in the United States
before the Effective Time.

1.35 "U.S. Prospectus" shall mean the prospectus relating to the
CliniChem Common Shares in the Registration Statement at the Effective Time and
used in the United States.

1.36 "U.S. Securities Laws" shall mean, collectively, the applicable
blue sky laws or laws of states or other political subdivisions of the United
States, the Exchange Act, the Securities Act and the rules of the U.S.
Commission thereunder.

2. PRELIMINARY ACTION.

2.1 REGISTRATION STATEMENT AND PRELIMINARY PROSPECTUS. CliniChem has
prepared and filed the Registration Statement with the U.S. Commission.
CliniChem has prepared and filed the Canadian Preliminary Prospectus with the
Canadian Securities Regulatorzs. Subject to the conditions set forth herein,
BioChem and CliniChem shall use reasonable efforts to cause the Registration
Statement to become effective under the Securities Act and to qualify the
CliniChem Common Shares for distribution in each of the Canadian Jurisdictions.
CliniChem has prepared, and BioChem shall cause to be distributed, the
Prospectuses to the Holders.

2.2 FORM 8-A. CliniChem has prepared and filed with the U.S.
Commission a Form 8-A which includes or incorporates by reference relevant
portions of the Registration Statement. Subject to the conditions set forth
herein, CliniChem shall use reasonable efforts to cause the Form 8-A to become
effective under the Exchange Act.

2.3 OTHER SECURITIES ACTION. CliniChem shall take all such action as
may be necessary or appropriate under the Canadian Securities Laws or the U.S.
Securities Laws in connection with the Distribution to permit the CliniChem
Common Shares to be distributed as described in the Prospectuses.

2.4 LISTING. CliniChem has prepared and filed an application to
effect the listing of the CliniChem Common Shares on each of the Exchanges and
on the Nasdaq. CliniChem shall use reasonable efforts to cause the CliniChem
Common Shares to be so listed.

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<PAGE> 5
2.5 NO REPRESENTATIONS OR WARRANTIES; CONSENTS. Each party hereto
understands and agrees that no party hereto is, in this Agreement or in any
other agreement or document contemplated by this Agreement or otherwise,
representing or warranting in any way that the obtaining of any consents or
approvals, the execution and delivery of any agreements or the making of any
filings or applications contemplated by this Agreement will satisfy the
provisions of any or all applicable laws. Notwithstanding the foregoing, the
parties shall use reasonable efforts to obtain all consents and approvals, to
enter into all agreements and to make all filings and applications which may be
required for the consummation of the transactions contemplated by this
Agreement, including, without limitation, all applicable regulatory filings or
consents under Canadian federal or provincial laws or U.S. federal or state laws
and all necessary consents, approvals, agreements, filings and applications.

3. CONTRIBUTION; REORGANIZATION OF CLINICHEM'S SHARE CAPITAL.

3.1 CONTRIBUTION. Prior to the Distribution, BioChem will contribute
Cdn$150 million in cash to CliniChem as a capital contribution.

3.2 REORGANIZATION OF CLINICHEM'S SHARE CAPITAL. After the capital
contribution described in Section 3.1 but prior to the Distribution Date, and
immediately upon the filing of Articles of Amendment creating the CliniChem
Common Shares and the Class B Shares, the 1,000 issued and outstanding Common
Shares of CliniChem will be exchanged, and thereafter canceled, for
(i) 1,000 Class B Shares, and (ii) that number of CliniChem Common Shares
such that BioChem may distribute to Holders of BioChem Common Shares one
CliniChem Common Share for every 40 BioChem Common Shares held on the
Record Date. BioChem and CliniChem acknowledge that all of the CliniChem
Common Shares held by BioChem on the Record Date will be distributed by
BioChem to the Holders.

4. THE DISTRIBUTION.

4.1 THE DISTRIBUTION. CliniChem shall take all steps required by
BioChem or the Agent to effect the Distribution. Prior to the Distribution, and
subsequent to the receipt of the capital contribution described in Section 3
hereof, CliniChem shall cause to be issued to BioChem a certificate or
certificates representing a sufficient number of CliniChem Common Shares so that
BioChem may distribute one CliniChem Common Share for every 40 BioChem Common
Shares held on the Record Date (including one CliniChem Common Share for each
fractional CliniChem Common Share rounded up to a whole share).

4.2 EXPENSES OF DISTRIBUTION. All expenses related in any way to the
Distribution, including without limitation all legal, financial advisory and
accounting fees of BioChem and CliniChem, shall be borne by CliniChem, unless
otherwise agreed to by BioChem.

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<PAGE> 6
5. ADDITIONAL ASSURANCES; INDEMNIFICATION.

5.1 MUTUAL ASSURANCES. BioChem and CliniChem agree to cooperate with
respect to the implementation of the BioChem/CliniChem Agreements and to execute
such further documents and instruments as may be necessary to confirm the
transactions contemplated thereby.

5.2 INDEMNIFICATION. If BioChem exercises the Purchase Option, from
and after such exercise, BioChem shall indemnify, defend and hold harmless
CliniChem's officers and directors to the same extent as provided in the by-laws
of CliniChem.

5.3 NOTICE. Any person entitled to indemnification pursuant to
Section 5.2 shall give BioChem prompt notice in writing, in the manner set forth
in Section 7.7 below, of any claim or demand made against such person for which
such person may be entitled to indemnification under Section 5.2.

6. CONDITIONS TO EFFECTIVENESS OF DISTRIBUTION.

The Distribution shall be subject to the satisfaction or waiver by BioChem
of the following conditions and the satisfaction or waiver by CliniChem of the
conditions in Sections 6.8 and 6.9:

6.1 BOARD APPROVAL. The BioChem/CliniChem Agreements (including
exhibits and schedules) shall have been approved by the Board of Directors of
BioChem and CliniChem and shall have been executed and delivered by appropriate
officers of BioChem and CliniChem, and the BioChem Board of Directors shall have
declared a dividend of the CliniChem Common Shares as of the Record Date to the
holders of record of the BioChem Common Shares.

6.2 SECURITIES LAW COMPLIANCE. The transactions contemplated hereby
shall be in compliance with applicable Canadian Securities Laws and U.S.
Securities Laws, the Registration Statement shall have been declared effective
and no stop orders shall have been instituted with respect thereto under the
U.S. Securities Laws and receipts shall have been obtained from the Canadian
Securities Regulators in respect of the Canadian Prospectus and no cease trade
orders shall have been instituted with respect thereto under Canadian Securities
Laws.

6.3 ARTICLES OF INCORPORATION. The Articles of Amendment of CliniChem
shall have been adopted by the Board of Directors of CliniChem, approved by
BioChem as sole shareholder of CliniChem, and filed with Industry Canada.

6.4 FORM 8-A EFFECTIVE. The Form 8-A shall have become effective
under the Exchange Act.

6.5 LISTING APPLICATIONS APPROVED. The CliniChem Common Shares shall
have been listed on the Exchanges and approved for quotation on the Nasdaq not
later than on

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<PAGE> 7
the close of business on the last business day preceding the Distribution
Date and shall be posted for trading or quoted, as the case may be, as at the
opening of business on the Distribution Date.

6.6 FAIRNESS OPINION. BioChem shall have received an opinion of
Merrill Lynch, Pierce, Fenner & Smith Incorporated, investment advisor to
BioChem, in form and substance satisfactory to BioChem, to the effect that (i)
from a financial point of view, the Distribution provides a reasonable structure
to pursue the financial objectives described in the Prospectuses and (ii) from a
financial point of view, the Distribution is fair to the shareholders of
BioChem.

6.7 PERMITS AND LICENSES. CliniChem shall have received such permits
and licenses as may be necessary for the purpose of commencing operations
contemplated by the BioChem/CliniChem Agreements.

6.8 CONSENTS. Each of BioChem and CliniChem shall have received such
consents, and shall have received executed copies of such agreements or
amendments of agreements, as it shall deem necessary in connection with the
completion of the transaction contemplated by this Agreement.

6.9 OTHER INSTRUMENTS. All actions and other documents and
instruments deemed necessary or advisable in connection with the transactions
contemplated hereby shall have been taken or executed, as the case may be, in
form and substance satisfactory to BioChem and CliniChem.

6.10 LEGAL PROCEEDINGS. No legal proceedings affecting or arising out
of the transactions contemplated hereby or which could otherwise affect BioChem
or CliniChem in a materially adverse manner shall have been commenced or
threatened against BioChem, CliniChem or the directors or officers of either
BioChem or CliniChem.

6.11 MATERIAL CHANGES. No material adverse change shall have occurred
with respect to BioChem or CliniChem, the securities markets (either generally
or with respect to BioChem or CliniChem) or general economic or financial
conditions which shall, in the reasonable judgment of BioChem, make the
transactions contemplated by this Agreement inadvisable.

6.12 OTHER CONDITIONS. Such other conditions as may be set by the
Board of Directors of BioChem or any committee thereof in the resolutions
authorizing the Distribution shall have been satisfied.

7. MISCELLANEOUS.

7.1 WAIVER, REMEDIES AND AMENDMENT. Any waiver by either party hereto
of a breach of any provisions of this Agreement shall not be implied and shall
not be valid unless such waiver is recited in writing and signed by such party.
Failure of any party to require, in one or more instances, performance by the
other party in strict accordance with the terms and conditions of this Agreement
shall not be deemed a waiver or relinquishment of the future

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<PAGE> 8
performance of any such terms or conditions or of any other terms and
conditions of this Agreement. A waiver by either party of any term or
condition of this Agreement shall not be deemed or construed to be a waiver of
such term or condition for any other term. All rights, remedies, undertakings,
obligations and agreements contained in this Agreement shall be cumulative and
none of them shall be a limitation of any other remedy, right, undertaking,
obligation or agreement of either party. This Agreement may not be amended
except in a writing signed by both parties.

7.2 ASSIGNMENT. Neither party may assign its rights and obligations
hereunder without the prior written consent of the other party, which consent
may not be unreasonably withheld; provided, however, that BioChem may assign
such rights and obligations hereunder to an Affiliate of BioChem or to any
person or entity with which BioChem is merged or consolidated or which acquires
all or substantially all of the assets of BioChem.

7.3 DISPUTE RESOLUTION. Any controversy, claim or dispute arising
out of or relating to this Agreement, including the interpretation, breach,
termination or invalidity thereof (a "Dispute") shall be definitively settled by
arbitration, in accordance with the provisions on arbitration found in the Code
of Civil Procedure of Qu#bec (the "CCP").

Prior to resorting to arbitration, the parties shall refer the Dispute
to the Chairman of the Board of BioChem and a director of CliniChem who has not
been appointed by BioChem for attempted resolution of such Dispute. The party
wishing to initiate negotiations shall send to the other party a notice of
negotiation, briefly identifying the object of the dispute. If the parties fail
to resolve a dispute within thirty (30) days of receipt by the second party of
such notice of negotiation, each party shall then have the right to refer such
dispute to arbitration, unless the parties agree in writing to extend such
thirty (30) day negotiation period. The seat of arbitration shall be in Montreal
and the proceedings shall be in English.

There shall be three (3) arbitrators. Each party shall appoint one
arbitrator, and the two (2) arbitrators thus appointed shall designate the third
arbitrator within fifteen (15) days of the appointment of the second arbitrator.
The third arbitrator shall serve as President of the arbitral tribunal. Should a
party fail to designate an arbitrator within the delay specified in the
applicable provisions of the CCP, such arbitrator shall be appointed by the
highest ranking officer of the Quebec National and International Commercial
Arbitration Centre ("Centre"). The two (2) arbitrators thus appointed shall
designate the third arbitrator within fifteen (15) days of the appointment of
the second arbitrator, failing which the third arbitrator shall be designated by
the Centre.

The arbitral tribunal shall render any final award or decision within
thirty (30) days following the completion of evidence and argument on
substantive issues in dispute between the parties. The parties recognize and
agree that any award rendered by the arbitral tribunal shall be final and
binding on the parties who hereby expressly waive, to the fullest extent
permitted by law, all rights of appeal or recourse to any court. The
apportionment of costs of any arbitration pursuant to this agreement shall be
left to the discretion of the arbitral tribunal. Nothing in this article has the
effect, or should be interpreted as having the effect of limiting the right of
one of the parties to

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<PAGE> 9
obtain, from a common law court, a seizure before judgment, an injunction or
any other extraordinary recourse as defined by the CCP.

7.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

7.5 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Qu#bec and the federal
laws of Canada applicable therein, and shall be treated in all respects as a
Qu#bec contract.

7.6 HEADINGS. The headings set forth at the beginning of the
various sections of this Agreement are for convenience and form no part of the
Agreement between the parties.

7.7 NOTICES. Notices required under this Agreement shall be in
writing and sent by registered or certified mail, postage prepaid, or by
facsimile and confirmed by registered or certified mail, postage prepaid, and
addressed as follows:

If to BioChem:

BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Qu#bec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: Vice President,
Legal Affairs and Corporate Secretary

If to CliniChem:

CliniChem Development Inc.
275 Armand-Frappier Blvd.
Laval, Qu#bec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: General Counsel and Secretary

All notices shall be deemed to be effective five days after the date of
mailing or upon receipt if sent by facsimile (but only if followed by certified
or registered confirmation). Either party may change the address at which notice
is to be received by written notice pursuant to this Section 7.7.

7.8 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, it shall be stricken and
the remaining provisions shall remain in full force and effect.

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<PAGE> 10
7.9 RELATIONSHIP OF THE PARTIES. For all purposes of this
Agreement, CliniChem and BioChem shall be deemed to be independent contractors
and anything in this Agreement to the contrary notwithstanding, nothing herein
shall be deemed to constitute CliniChem and BioChem as partners, joint
venturers, co-owners, an association or any entity separate and apart from each
party itself, nor shall this Agreement constitute any party hereto an employee
or agent, legal or otherwise, of the other party for any purposes whatsoever.
Neither party hereto is authorized to make any statements or representations on
behalf of the other party or in any way to obligate the other party, except as
expressly authorized in writing by the other party. Anything in this Agreement
to the contrary notwithstanding, no party hereto shall assume nor shall be
liable for any liabilities or obligations of the other party, whether past,
present or future.

7.10 SURVIVAL. The provisions of Sections 1, 5, 7.1, 7.3, 7.5, 7.6,
7.7, 7.8 and this Section 7.10 shall survive the termination for any reason of
this Agreement. Any payments due under this Agreement with respect to any period
prior to its termination shall be made notwithstanding the termination of this
Agreement. Neither party shall be liable to the other due to the termination of
this Agreement as provided herein, whether in loss of good will, anticipated
profits or otherwise.

* * * * *

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<PAGE> 11

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

BIOCHEM PHARMA INC.

By:________________________________________

Title:_____________________________________

By:________________________________________

Title:_____________________________________

CLINICHEM DEVELOPMENT INC.

By:________________________________________

Title:_____________________________________

By:________________________________________

Title:_____________________________________

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<PAGE> 1
Exhibit 10.5

SERVICES AGREEMENT

This Services Agreement (the "Agreement") is made as of the 31st day of
March, 1998 by and between BioChem Pharma Inc., a Canadian corporation
("BioChem"), and CliniChem Development Inc., a Canadian corporation
("CliniChem").

RECITALS

C. CliniChem desires that BioChem provide certain services to
CliniChem, and BioChem desires to provide such services, on the terms and
conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS.

For the purposes of this Agreement, the following terms shall have the
meanings set forth below:

1.2 "BioChem Technology" shall mean those Proprietary Rights licensed
and/or sublicensed by BioChem and/or a BioChem Affiliate to CliniChem pursuant
to the Technology License Agreement.

1.3 "Confidential Information" shall mean all information received by
one party with respect to the research, intellectual property or business of the
other and it shall include, without limiting the generality of the foregoing,
the BioChem Technology, all documents, data and other
<PAGE> 2
technical information, such as know-how, formulae, processes, models,
manufacturing techniques, research projects, information management systems and
software as well as information relating to the management and financial affairs
of such party, such as figures relating to profits, markets, sales, business,
marketing and development plans, client lists, supplier lists and information of
a similar nature.

1.4 "Distribution Agreement" shall mean the Distribution Agreement
dated as of the date hereof by and between BioChem and CliniChem.

1.5 "Product Option Agreement" shall mean the Product Option Agreement
dated as of the date hereof by and between BioChem, Tanaud International B.V.,
Tanaud Ireland Inc. and CliniChem, as amended from time to time.

1.6 "Purchase Option" shall mean the option contained in the Articles
of Incorporation of CliniChem, as from time to time amended or restated pursuant
to which BioChem (as the holder of the majority of the outstanding Class B
Common Shares in the share capital of CliniChem) has the right to acquire all
(but not less than all) of the outstanding callable Class A Common Shares in the
share capital of CliniChem.

1.7 "Research and Development Agreement" shall mean the Research and
Development Agreement dated as of the date hereof by and between BioChem and
CliniChem, as amended from time to time.

1.8 "Technology License Agreement" shall mean the Technology License
Agreement dated as of the date hereof by and between BioChem, certain BioChem
Affiliates and CliniChem, as amended from time to time.

2. SERVICES.

Upon request by CliniChem, BioChem shall provide CliniChem any of the
following administrative services: accounting, shareholder relations, cash
management and similar management and administrative services, as mutually
agreed. Such services will be provided at reasonable times and upon reasonable
notice, as mutually agreed.

3. COMPENSATION.

In consideration of the services provided by BioChem pursuant to the terms
of this agreement, CliniChem shall pay BioChem four hundred thousand dollars
($400,000) per year, payable in equal quarterly installments, retroactively to
January 1, 1998. The first such payment, covering the first and second quarters
of 1998, shall be due thirty (30) days following execution of this Agreement and
payments thereafter shall be due on the first day of each calendar quarter.

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<PAGE> 3
4. CONFIDENTIALITY.

4.1 CONFIDENTIALITY. During the term of this Agreement and for a
period of ten (10) years following its termination, each party shall maintain in
confidence all Confidential Information of the other; provided, however, that
nothing contained herein shall prevent either party from disclosing any
Confidential Information to the extent that such Confidential Information (a)
is required to be disclosed in connection with conducting the CliniChem
Programs, securing necessary governmental authorization for the marketing of
CliniChem Products, or directly or indirectly making, using or selling CliniChem
Products, as permitted or provided for in the agreements between the parties,
(b) is required to be disclosed by law for the purpose of complying with
governmental regulations, (c) is disclosed to sublicensees, distributors or
marketing partners or potential sublicensees, distributors or marketing partners
permitted under the agreements between the parties in connection with the
proposed or actual research, development, manufacturing or marketing of
CliniChem Products, subject to similar obligations of confidentiality on the
part of such third parties as required by the agreements between the parties,
(d) is lawfully disclosed to the recipient by a third party having the right to
disclose such information to the recipient, or (e) either before or after the
time of disclosure to the recipient, becomes known to the public other than by
an unauthorized act or omission of the recipient or any of the recipient's
employees or agents; provided that, any permitted disclosure of BioChem
Confidential Information to third parties shall be made subject to similar
obligations of confidentiality on the part of such third parties. The
obligations of each of the parties pursuant to this Section 4.1 shall survive
the termination of this Agreement for any reason. Any breach of this Section
4.1 may result in irreparable harm, and in the event of a breach, the aggrieved
party shall be entitled to seek injunctive relief (without the need to post a
bond) in addition to any other remedies available at law or in equity.

5. TERM AND TERMINATION.

5.1 The term of this Agreement shall commence on the date hereof and
shall continue thereafter until the later of (i) the exercise of the Purchase
Option or (ii) six (6) months following expiration of the Purchase Option

5.2 CliniChem may, in its discretion, terminate this Agreement at any
time upon sixty (60) days written notice to BioChem.

5.3 Either party may, in its discretion, terminate this Agreement by
written notice to the other party in the event that the other party (a) breaches
any material obligations hereunder or under the Technology License Agreement,
the Research and Development Agreement or the Product Option Agreement which
breach continues for a period of sixty (60) days after written notice thereof or
(b) enters into any proceeding, whether voluntary or involuntary, in bankruptcy,
reorganization or arrangement for the appointment of a receiver or trustee to
take possession of such party's assets or any other proceeding under any law for
the relief of creditors, or makes an assignment for the benefit of its
creditors.

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<PAGE> 4
6. INDEMNIFICATION BY CLINICHEM.

6.1 CliniChem shall indemnify, defend and hold BioChem and its
Affiliates, and each of their officers, directors, employees and agents,
harmless from and against any and all losses, liabilities, claims, demands,
damages, costs, expenses (including reasonable attorneys' fees) and money
judgments incurred by or rendered against BioChem or its Affiliates, or any of
their officers, directors, employees and agents as a result of services rendered
by BioChem under this Agreement. BioChem shall permit CliniChem's attorneys, at
CliniChem's discretion and cost, to control the defense of any claims or suits
as to which BioChem may be entitled to indemnity hereunder, and BioChem agrees
not to settle any such claims or suits without the prior written consent of
CliniChem, which consent shall not be unreasonably withheld. BioChem shall have
the right to participate, at its own expense and through its own counsel
(provided such counsel is reasonably acceptable to CliniChem), in the defense of
any such claim or demand to the extent it so desires.

6.2 NOTICE. BioChem shall give CliniChem prompt notice, in writing, in
the manner set forth in Section 8.7 below, of any claim or demand made against
BioChem or any of its Affiliates, or any of their officers, directors,
employees and agents for which BioChem or any of its Affiliates, or any of
their officers, directors, employees and agents may be entitled to
indemnification under this Section 6.

7. FORCE MAJEURE.

BioChem shall not be liable for failure or delay in performance of any of
its obligations hereunder if such failure or delay is due to causes beyond its
reasonable control including, without limitation, acts of God, fires,
earthquakes, strikes, acts of war, or intervention of any governmental
authority, but any such delay or failure shall be remedied by BioChem as soon as
possible after the removal of the cause of such failure or delay.

8. MISCELLANEOUS.

8.1 AMENDMENT AND WAIVER This Agreement may be amended and any
provision of this Agreement may be waived; provided that any such amendment or
waiver shall be binding upon a party only if set forth in a writing executed by
authorized representatives of such party and referring specifically to the
provision alleged to have been amended or waived. A waiver by a party hereto of
any terms and conditions of this Agreement in any one instance shall not be
deemed or construed to be a waiver of such terms and conditions for any similar
instance in the future. No course of dealing between or among any persons
having any interest in this Agreement shall be deemed effective to modify, amend
or discharge any part of this Agreement or any rights or obligations of any
person under or by reason of this Agreement. All rights, remedies,
undertakings, obligations and agreements contained in this Agreement shall be
cumulative and none of them shall be a limitation of any other remedy, right,
undertaking, obligation or agreement of either party.

8.2 ASSIGNMENT. Neither party may assign its rights and obligations
hereunder without the prior written consent of the other party, which consent
may not be unreasonably withheld; provided, however, that BioChem may assign
such rights and obligations hereunder to an Affiliate

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<PAGE> 5
of BioChem or any person or entity with which BioChem is merged or
consolidated or which acquires all or substantially all of the assets or shares
in the share capital of BioChem.

8.3 DISPUTE RESOLUTION. Any controversy, claim or dispute arising out
of or relating to this Agreement, including the interpretation, breach,
termination or invalidity thereof (a "Dispute") shall be definitively settled by
arbitration, in accordance with the provisions on arbitration found in the Code
of Civil Procedure of Quebec (the "CCP").

Prior to resorting to arbitration, the parties shall refer the Dispute to
the Chairman of the Board of BioChem and a director of CliniChem who has not
been appointed by BioChem for attempted resolution of such Dispute. The party
wishing to initiate negotiations shall send to the other party a notice of
negotiation, briefly identifying the object of the Dispute. If the parties fail
to resolve a Dispute within thirty (30) days of receipt by the second party of
such notice of negotiation, each party shall then have the right to refer such
Dispute to arbitration, unless the parties agree in writing to extend such
thirty (30) day negotiation period. The seat of arbitration shall be in
Montreal and the proceedings shall be in English.

There shall be three (3) arbitrators. Each party shall appoint one (1)
arbitrator, and the two (2) arbitrators thus appointed shall designate the third
arbitrator within fifteen (15) days of the appointment of the second arbitrator.
The third arbitrator shall serve as President of the arbitral tribunal. Should
a party fail to designate an arbitrator within the delay specified in the
applicable provisions of the CCP, such arbitrator shall be appointed by the
highest ranking officer of the Quebec National and International Commercial
Arbitration Centre ("Centre"). The two (2) arbitrators thus appointed shall
designate the third arbitrator within fifteen (15) days of the appointment of
the second arbitrator, failing which the third arbitrator shall be designated by
the Centre.

8.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

8.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Province of Quebec and the federal laws of
Canada applicable therein, and shall be treated in all respects as a Quebec
contract.

-5-
<PAGE> 6
8.6 HEADINGS. The section headings contained in this Agreement are
included for convenience only and form no part of the Agreement between the
parties.

8.7 NOTICES. Notices required under this Agreement shall be in writing
and sent by registered or certified mail, postage prepaid, or by facsimile and
confirmed by registered or certified mail and addressed as follows:

IF TO BIOCHEM:
BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: Vice-President Legal Affairs and Corporate Secretary

IF TO CLINICHEM:

CliniChem Development Inc.
275 Armand-Frappier Blvd.
Laval, Quebec, Canada H7V 4A7
Facsimile: (514) 978-7994
Attention: General Counsel and Secretary

8.8 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, it shall be stricken and
the remaining provisions shall remain in full force and effect.

8.9 RELATIONSHIP OF THE PARTIES. For purposes of this Agreement,
CliniChem and BioChem shall be deemed to be independent contractors, and
anything in this Agreement to the contrary notwithstanding, nothing herein shall
be deemed to constitute CliniChem and BioChem as partners, joint venturers,
co-owners, an association or any entity separate and apart from each party
itself, nor shall this Agreement constitute any party hereto an employee or
agent, legal or otherwise, of the other party for any purposes whatsoever.
Neither party hereto is authorized to make any statements or representations on
behalf of the other party or in any way obligate the other party, except as
expressly authorized in writing by the other party. Anything in this Agreement
to the contrary notwithstanding, no party hereto shall assume nor shall be
liable for any liabilities or obligations of the other party, whether past,
present or future.

-6-
<PAGE> 7
8.10 SURVIVAL. The provisions of Sections 4, 6, 8.1, 8.3, 8.5, 8.7,
8.9, and this Section 8.10 shall survive the termination for any reason of this
Agreement. Any payments due under this Agreement with respect to any period
prior to its termination shall be made notwithstanding the termination of this
Agreement. Neither party shall be liable to the other due to the termination of
this Agreement as provided herein, whether in loss of good will, anticipated
profits or otherwise.

8.11 ENTIRE AGREEMENT. This Agreement, the Technology License
Agreement, the Product Option Agreement and the Research and Development
Agreement contain the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings whether written or oral, relating to such subject
matter.

* * * * *

-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

BIOCHEM PHARMA INC.

By: _______________________________

Title: ____________________________

By: _______________________________

Title: ____________________________

CLINICHEM DEVELOPMENT INC.

By: _______________________________

Title: ____________________________

By: _______________________________

Title: ____________________________

-8-

<PAGE> 1

EXHIBIT 10.6
EXECUTION COPY

AMENDMENT TO
EXECUTION COPY
RESEARCH AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
BIOCHEM PHARMA INC. AND CLINICHEM DEVELOPMENT INC.,

THIS AMENDMENT (the "Amendment"), made and entered into as of the 4th day
of May, 1998 (the "Effective Date"), is by and between BIOCHEM PHARMA INC., a
Canadian corporation ("BioChem") and CLINICHEM DEVELOPMENT INC., a Canadian
corporation ("CliniChem").

WHEREAS, BioChem and CliniChem are parties to that certain Research and
Development Agreement dated March 31, 1998 (the "Original Agreement");

WHEREAS, BioChem and CliniChem desire to amend the Original Agreement as
set forth herein; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to them in the Original Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Article 1.3 of the Original Agreement shall be amended to read:

"Available Funds" shall mean, as of any date of determination, all of the
funds contributed to CliniChem by BioChem or a BioChem Affiliate, plus any
investment income earned thereon, less (a) the aggregate amount of all
Research and Development Costs paid or incurred by CliniChem as of such
date, (b) CliniChem's aggregate reasonable ongoing administrative expenses
and income taxes paid (less income taxes refunded) or incurred as of such
date, (c) the aggregate amount of all Technology Fee payments paid or
incurred by CliniChem as of such date, (d) the aggregate amount of all
payments paid or incurred by CliniChem under the Services Agreement and (e)
reasonable amounts actually paid by CliniChem for consultants to advise the
Board of Directors of CliniChem with respect to the CliniChem Products and
the CliniChem Programs. Available Funds shall not include payments made by
BioChem to CliniChem pursuant to the Product Option Agreement.

2. Article 2.3(c) of the Original Agreement shall be amended to read:

The parties recognize that bona fide disputes may arise from time to time
in connection with devising mutually-acceptable Work Plans for the
CliniChem Programs. If CliniChem's Board of Directors accepts or rejects a
Work Plan in part, BioChem may either (i) perform the activities under the
Work Plan as approved by CliniChem or (ii) propose a modified Work Plan to
CliniChem for approval. Notwithstanding the foregoing, in the event
CliniChem's Board of Directors rejects in whole or in substantial part
three consecutive Work Plans proposed by BioChem with respect to a
particular CliniChem Program, BioChem and CliniChem shall resolve the
dispute in accordance with the provisions of Section 12.3 of this
Agreement. Prior to the resolution of any such dispute, BioChem shall have
the right to perform the work specified under its most recently approved
Work Plan and CliniChem shall be obligated to pay the Research and
Development Costs incurred in connection therewith.

3. Article 3.1 of the Original Agreement shall be amended to read:

Payment of Research and Development Costs. In consideration of the work to
be carried out by BioChem hereunder, CliniChem shall make payments to
BioChem or its Affiliates for all Research and Development Costs incurred
by BioChem or its Affiliates in accordance with accepted Work Plans up to
the maximum amount of Available Funds. CliniChem shall make payments to
BioChem for Research and Development Costs with respect to the initial
CliniChem Programs which are incurred from the date of the declaration of
the Distribution.

4. Article 9.1 of the Original Agreement shall be amended to read:

<PAGE> 2

Use of Available Funds. Unless BioChem agrees otherwise, CliniChem agrees
to expend the Available Funds only for activities undertaken pursuant to
this Agreement and for payments due to BioChem or a BioChem Affiliate under
this Agreement, the Technology License Agreement and the Services
Agreement. Pending application of all Available Funds as set forth above,
Available Funds shall be invested in interest-bearing, investment-grade
securities.

5. As amended hereby, the Original Agreement shall remain in full force and
effect.

IN WITNESS HEREOF, the parties have executed this Amendment as of the
Effective Date by their duly authorized representatives.

<TABLE>
<S> <C>
BIOCHEM PHARMA INC. CLINICHEM DEVELOPMENT INC.

By: By:
Title: Title:

By: By:
Title: Title:
</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG

INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated February 6, 1998, in the Registration Statement
(Form F-1) and related Prospectus of CliniChem Development Inc. for the
registration of Class A Common Shares.

/s/ ERNST & YOUNG
Ernst & Young

Montreal, Canada

April 9, 1998

<PAGE> 1
Exhibit 23.4

CONSENT OF
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

We hereby consent to the use of our opinion letter, dated [_______] 1998 to
the Board of Directors of BioChem Pharma Inc. ("BioChem") included as Exhibit A
to the Prospectus of CliniChem Development Inc. ("CliniChem") which forms a
part of the Registration Statement on Form F-1 of CliniChem originally filed on
February 9, 1998 with the Securities and Exchange Commission and to the
references therein to such opinion and to Merrill Lynch, Pierce, Fenner &
Smith, Incorporated. In giving such consent, we do not admit that we come
within the category of persons the consent of whom is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, nor do we thereby
admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By: _________________________________

_____________1998

<PAGE> 1

Exhibit 23.5

The undersigned, Elizabeth Greetham, hereby consents to be named as a
director of CliniChem Development Inc. ("CliniChem") in CliniChem's Registration
Statement on Form F-1 (File No. 333-45871).

By: /s/ Elizabeth Greetham

<PAGE> 1

Exhibit 23.6

The undersigned, The Honorable Celine Hervieux-Payette, hereby consents to
be named as a director of CliniChem Development Inc. ("CliniChem") in
CliniChem's Registration Statement on Form F-1 (File No. 333-45871).

By: /s/ Celine Hervieux-Payette

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements dated February 6, 1998 included in the Form F-1
Registration Statement and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CURRENCY> CANADIAN DOLLARS

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> FEB-06-1998
<PERIOD-END> FEB-06-1998
<EXCHANGE-RATE> 0.70
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<PAGE> 1
Exhibit 99.1
[Letterhead of Merrill Lynch & Co]

Investment Banking Group
World Financial Center
North Tower
New York, New York 10281-1328
212 449 8296
FAX 212 449 3145
FAX 212 449 3150

[Logo] , 1998

Board of Directors
BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Quebec
Canada H7V 4A7

Ladies and Gentlemen:

You have advised us that BioChem Pharma Inc. ("BioChem") intends to
distribute (the "Distribution") to its shareholders Class A Common Shares (the
"CliniChem Shares") of CliniChem Development Inc. ("CliniChem"). The
Distribution is described in detail in the prospectus (the "Prospectus"), filed
as part of a registration statement file no. 333-45871, which is to be sent
to BioChem shareholders in connection with the Distribution. You have asked us
for our opinion as to whether or not (a) from a financial point of view, the
Distribution provides a reasonable structure to pursue the financial objectives
of BioChem as set forth in the Prospectus, and (b) from a financial point of
view, the Distribution is fair to the shareholders of BioChem.

In arriving at the opinion set forth below, we have, among other things:

1. reviewed the Prospectus including the following items as presented
therein: (i) the terms and conditions of the Distribution, (ii) the
Distribution Agreement, (iii) the Technology License Agreement, (iv) the
Research and Development Agreement, (v) the Product Option Agreement and
(vi) the Articles of Incorporation of CliniChem including the Purchase
Option;

2. conducted discussions with members of the senior management of BioChem
with respect to the businesses and prospects of BioChem and CliniChem and
the strategic objectives of each;

3. conducted discussions concerning the Distribution with other
representatives and advisors of BioChem, including its independent
chartered accountants;

4. reviewed the financial and other information concerning BioChem (with
and without CliniChem) that was publicly available or furnished to us by
BioChem, including information provided during discussions with the senior
management of BioChem;

5. reviewed historical trading prices and volume of the Common Shares of
BioChem ("BioChem
<PAGE> 2
Common Shares"); and

6. reviewed such other financial studies and analyses and took into
account such other matters as we deemed necessary, including our assessment of
general economic, market and monetary conditions.

In preparing our opinion, we have assumed and relied on the accuracy and
completeness of all information supplied or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available (including the
information contained in the Prospectus), and we have not assumed any
responsibility for independently verifying such information or undertaken an
independent evaluation or appraisal of any of the assets or liabilities of
BioChem (with or without CliniChem) or been furnished with any such evaluation
or appraisal. In addition, we have not assumed any obligation to conduct, nor
have we conducted, any physical inspection of the properties or facilities of
BioChem. With respect to the financial forecast information furnished to or
discussed with us by BioChem, we have assumed it has been reasonably prepared
and reflects the best currently available estimates and judgment of BioChem's
management as to the expected future financial performance of BioChem and
CliniChem.

We have also assumed that: (i) the Distribution will occur as described in
the Prospectus, and (ii) after the Distribution, CliniChem will be accounted for
as an entity independent of BioChem.

Our opinion is necessarily based upon market, economic and other conditions
as they exist and can be evaluated on, and on the information made available to
us as of, the date hereof. We note that trading in the BioChem Common Shares and
the CliniChem Shares for a period following completion of the Distribution may
be characterized by a redistribution of the shares of the BioChem Common Shares
and the CliniChem Shares among existing BioChem shareholders and other investors
and, accordingly, during such period, the BioChem Common Shares and the
CliniChem Shares may trade at prices below those at which they would trade on a
fully distributed basis. We are not expressing any opinion herein as to the
price at which the BioChem Common Shares will actually trade after the
announcement date of the Distribution or the price at which the CliniChem Shares
will actually trade after the Distribution. In addition, this opinion does not
address the valuation or future performance of CliniChem as an independent
public company following the Distribution. We express no opinion as to whether
the funds contributed by BioChem to CliniChem will be adequate to accomplish the
objective of successfully developing the intended pharmaceutical products.

We are acting as financial advisor to BioChem in connection with the
Distribution and will receive a fee for our services, which fee is contingent
upon the consummation of the Distribution. In addition, BioChem has agreed to
indemnify us for certain liabilities arising out of our engagement. We may
continue to provide financial advisory or financing services to BioChem and may
receive fees for the rendering of such services. In addition, in the ordinary
course of our business, we may actively trade BioChem Common Shares, and we may,
in the future, trade CliniChem Shares for our own account and for the accounts
of customers and, accordingly, may at any time hold a long or short position in
such securities.

This opinion is for the use and benefit of the Board of Directors of
BioChem.

On the basis of and subject to the foregoing, as of the date hereof, it is
our opinion that (a) from a financial point of view, the Distribution provides a
reasonable structure to pursue the financial objectives of BioChem as set forth
in the Prospectus, and (b) from a financial point of view, the Distribution is
fair to the shareholders of BioChem. Our conclusions are based on information
available to us as of the date of this letter.

Very truly yours,