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Development Agreement [Amendment No. 2] - Janssen Pharmaceutica International, Medisorb Technologies International and Alkermes Controlled Therapeutics Inc. II

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                                SECOND AMENDMENT

to the Development Agreement by and between Janssen Pharmaceutica International,
a division of Cilag International AG, having its place of business in CH-6300
Zug, Switzerland ("JANSSEN") and Medisorb Technologies International, a Delaware
limited partnership ("Medisorb"), which agreement has in the meantime been duly
assigned from Medisorb to Alkermes Controlled Therapeutics Inc. II, 64 Sidney
Street, Cambridge, MA 02139-4136, U.S.A. ("ACT II") by a deed of assignment
dated March 1, 1996.

     WHEREAS, JANSSEN and ACT II desire to amend certain terms of the
Development Agreement with respect to the continuation, management and further
funding of the Development Program.

     NOW, THEREFORE, the parties agree to amend the Development Agreement as

     1.   In connection with Section 3 A., the Parties will undertake the
          development activities set forth in the Development Plan attached to
          this Amendment as Exhibit 1. Such activities will be undertaken in
          accordance with the time and event schedule specified in the
          Development Plan with a view to finalize the IRF within the timeframe
          provided for in Section 4 A. of the Development Agreement. The

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          Development Plan attached hereto cancels and supersedes the initial
          Development Program referred to in Section 3A of the Development

     2.   Section 3 B. is hereby amended and replaced by the following:

          The development activities to be undertaken hereunder will be
          coordinated by a development team comprised of representatives of
          JANSSEN or JANSSEN's Affiliates and ACT II (hereinafter "The
          Development Team"). The Development Team will monitor and coordinate
          all scaling up efforts in the preparation of the commercial
          manufacturing process of the Product and all regulatory support
          efforts in the preparation of the IRF and the subsequent regulatory
          filings with national Health Authorities.

          In the event that the Parties would consider additional activities to
          be undertaken during the Development Program, such activities will be
          discussed at the level of the Development Team, and, if such
          activities are to be added to the Development Plan, a related budget
          will be agreed

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          by the Parties in accordance with the provisions of Section 3 D.

          The Development team will meet at regular intervals as agreed by both
          parties or upon the specific request of JANSSEN and at such locations
          as JANSSEN shall determine, or, at the option of either party, through
          video or telephone conferences. The Development Team shall endeavor to
          resolve all matters by consensus, each party having one vote. If the
          Development Team cannot reach an unanimous decision on any matter,
          such matter shall be resolved based on and consistent with JANSSEN's
          decision, it being understood that JANSSEN can not unilaterally change
          the terms of this Agreement or the Budget related to the Development
          Plan or decide that ACT II has to substantially increase its support
          in addition to the efforts already committed by ACT II in accordance
          with the current Development Plan.

     3.   Section 3 C. is hereby amended and replaced by the following:

          ACT II will use reasonable efforts to comply with its commitments
          under the Development Plan and


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          will dedicate sufficient staff with sufficient skills to support its
          efforts. ACT II will provide JANSSEN and JANSSEN's Affiliates
          represented in the Development Team with a monthly written report
          specifying the activities undertaken by it under the Development Plan.

          ACT II will also create detailed descriptions of any methodology,
          development formulation or processes related to development of Product
          in order to enable JANSSEN to prepare and file any regulatory approval
          and to assist in meetings with the regulatory authorities and to
          enable JANSSEN and/or ACT II as the case may be, to prepare and start
          up the commercial manufacturing process and the decision process
          related thereto.

     4.   Section 3 D. is hereby amended and replaced by the following:

          The parties have agreed on a budget in connection with the activities
          to be undertaken by ACT II hereunder and such budget forms part of the
          Development Plan (hereinafter "The Budget").


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          The Budget includes all the estimated costs to be reimbursed by
          JANSSEN to ACT II under the Development Plan, including the clinical
          trial supplies up to and including Phase III clinical trials. In April
          of each calendar year the Budget will be adjusted to the FTE (Full
          Time Equivalent) rate for the next following Alkermes (being ACT II's
          parent) fiscal year. Such FTE rate will be calculated by dividing the
          total expenses of Alkermes (being ACT II's parent) by the number of
          direct personnel. This personnel excludes G&A, finance, legal and
          human resources. Prior to implementing such new FTE rate, JANSSEN and
          ACT II will discuss the impact on the Budget of such new FTE-rate.

          In the event that as a result of additional activities to be
          undertaken by ACT II, the Budget would have to be revised, the parties
          will agree on such revision prior to ACT II starting any such

          The Budget provides for the purchase of the capital items specified in
          Exhibit 2 attached hereto dedicated to the development of the Product
          for a total amount 1,860,000 USD. Such capital


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          items will be paid for by JANSSEN or its designee and ownership will
          reside with JANSSEN or the designee who paid for such capital items.
          Such capital items will be used by ACT II in its premises solely in
          relation to the development and manufacture of Product as provided for
          in the Development Plan and shall only be acquired after consultation
          and approval of JANSSEN. ACT II will be responsible for the
          maintenance of such capital items. All other capital items required by
          ACT II to perform the activities provided for in the Development Plan
          will be ACT II's obligation and responsibility.

          Upon termination of the Development Agreement for any reason
          whatsoever, the capital items paid for by JANSSEN or its designee will
          be transferred to JANSSEN or its designee, at JANSSEN's cost.

          ACT II will invoice JANSSEN on a monthly basis for the activities
          undertaken by it during the previous month. Together with such
          invoice, ACT II will send the monthly report detailing the efforts
          expended under the Development Plan during such month. JANSSEN will
          pay ACT II within thirty


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          (30) days following receipt of the invoice and the related report.

     This Second Amendment is deemed to be effective as from March 8, 1996.

          Since both JANSSEN and Janssen Pharmaceutica Inc., 1125
          Trenton-Harbourton Road, Titusville, NJ 08560, U.S.A., have exercised
          the option to enter into a License Agreement provided for in Section
          6(A) of the Development Agreement, as duly amend by the First
          Amendment, Janssen Pharmaceutica Inc. will co-sign this Second
          Amendment, to indicate its agreement with the terms thereof.


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     WITNESS, the signature of all parties hereto by their duly authorized

                                          JANSSEN PHARMACEUTICA

                                          Date:  April 28, 1997

/s/ Erik Rombouts                         /s/ Heinz Schmid
-------------------------------------     -------------------------------------
(title) Division Manager                  (title)  General Manager
                                                   International Trading

                                          ALKERMES CONTROLLED
                                          THERAPEUTICS INC. II


                                          /s/ Michael Landine
-------------------------------------     -------------------------------------
(title)                                   (title)  Vice President

                                          JANSSEN PHARMACEUTICA INC.


                                          /s/ Paulo F. Costa
-------------------------------------     -------------------------------------
(title)                                   (title)  President