Services Agreement, Dated July 26, 1999

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


SERVICES AGREEMENT


This Services Agreement is entered into this 26 day of July, 1999 by and between Centocor, Inc. ("Centocor") and Nova Factor, Inc. ("NFI").


WHEREAS, Centocor and NFI have entered into a Distribution and Services Agreement dated August 28, 1998 ("Distribution Agreement"), and


WHEREAS, Centocor desires that NFI provide additional services under the Distribution Agreement and the parties desire to amend the Distribution Agreement to evidence their agreement that NFI will provide these services.


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


1. Section 6 of the Distribution Agreement is amended effective February 1, 1999 by adding at the end thereof the following new sections:


6.2 (a). In addition to the other services to be provided by NFI
under this Agreement, NFI shall act as a supplier of Product
to participants in Centocor's Remicade(TM) Patient Assistance
Program (the "Program"). Patients requiring financial
assistance will be identified either through the
reimbursement hotline program at the Hotline Provider or
through the AOB/triage program at NFI. NFI will refer
patients requiring financial assistance to Centocor's
designated reimbursement hotline services provider ("Hotline
Provider") for application to the Program. The Hotline
Provider will provide NFI with a copy of the acceptance
criteria for the Program to help minimize inappropriate
referrals to the Program Centocor, acting through the Hotline
Provider, shall have sole responsibility for enrolling
participants in the Program. Upon enrollment by Centocor of a
participant in the Program (each a "Program Participant"),
the Hotline Provider shall notify NFI of the name, address
and telephone number of the Program Participant and shall
send complete patient information, including physician's
name, phone number, infusion location, scheduled infusion
date, and a copy of the applicable prescription form for the
Program Participant. Within 2 business days of receipt of
notice under the preceding sentence, NFI shall contact the
physician's office for a verbal prescription for medication,
and to reconfirm the infusion date. NFI employees will
identify themselves as NFI employees who are calling to
arrange a shipment for the Program


2


(b). Centocor shall immediately deliver a quantity of Product
to NFI which Centocor estimates to be sufficient to provide
Product to Program Participants. NFI shall supply Product to
Program Participants from a separate inventory designated by
Centocor for use in the Program ("Designated Inventory")
supplied by Centocor and delivered to and stored at NFI's
warehouse in Memphis, Tennes ...