Exhibit 10.59

MANUFACTURING AND SUPPLY AGREEMENT

This agreement (this "Agreement") is made and entered into effective February 14, 2001, by and among IGI, Inc., a New Jersey corporation ("IGI"), Igen, Inc., a Delaware corporation ("Igen"), Immunogenetics, Inc., a Delaware corporation ("Immunogentics" and, together with IGI and Igen, the "IGI Parties") and Genesis Pharmaceutical, Inc., a Delaware corporation ("Genesis"). The IGI Parties and Genesis are each referred to herein as a "Party" and collectively referred to as the "Parties."

WHEREAS, the IGI Parties manufacture and distribute skin care systems known as the "WellSkin(R)" line of skin care products, which products Genesis desires to market, sell and distribute worldwide.

WHEREAS, the IGI Parties desire to assign to Genesis all of their rights, title and interest in and to the WellSkin(R) Trademark (as defined in Section 3.1(c) hereof) and sell the Products (as defined below) to Genesis upon terms and conditions to be established by this Agreement;

NOW, THEREFORE, the Parties hereby agree as follows:

1. PRODUCTS AND FIELD

1.1 The products covered by this Agreement (the "Products") shall include those Products set forth on Schedule A attached hereto. The IGI Parties agree to sell the Products to Genesis pursuant to the terms of this Agreement.

1.2 The Parties agree that Genesis may only market, distribute and sell the Products to: (i) dispensing physicians throughout the world and (ii) with the consent of IGI, which consent may not be unreasonably withheld, any other entity or person located outside the borders of the United States and its territories and possessions (collectively, the "Field").

2. TERM OF THE AGREEMENT

The term of the Agreement will come into force upon the satisfaction of the conditions to the obligations of the Parties stated in Section 3.1 hereof (the "Effective Date"), and, unless sooner terminated as provided in Section 10 hereof, will remain in force until December 13, 2005 (the "Initial Term"). Thereafter, upon receipt of proof, satisfactory to Genesis, that the IGI Parties have renewed or obtained, for a period of at least ten (10) years beginning December 13, 2005, all regulatory approvals, licenses, patents, trademarks or other intellectual property necessary for the manufacturing and marketing of the Products including, but not limited to, the renewal of that certain License Agreement, dated December 13, 1995 by and between Micro-Pak, Inc., a Delaware corporation ("Micro-Pak") and Igen attached hereto as Exhibit C (the "Novasome License" and to together with such regulatory approvals, licenses, patents, trademarks and intellectual property rights, the "Renewal Requirements"), Genesis shall have an option to renew this agreement for an additional ten (10) year term by paying fifty thousand dollars ($50,000) to IGI (the "First Renewal Term"). Prior to the last day of the First Renewal Term (the "First Renewal Termination Date"), Genesis shall have an option to renew this agreement for an additional ten (10) year term beginning on the First Renewal Termination Date by paying ten thousand dollars ($10,000) to IGI (the "Second Renewal Term" and, together with the Initial Term and the First Renewal Term, the "Term").

3. CONDITIONS TO OBLIGATIONS OF THE PARTIES

3.1 The obligations of Genesis under this Agreement are subject to the satisfaction of the following conditions:

(a) Genesis shall have received from IGI, in a form satisfactory to Genesis and Genesis' counsel, evidence that Tristrata has released the IGI Parties from their obligations under the IGI-Tristrata Agreement (the "Tristrata Release");

(b) Genesis shall have received from IGI, in a form satisfactory to Genesis' counsel, a certificate from IGI, certifying that it has relinquished all of its rights under the IGI-Tristrata Agreement (the "IGI Certificate");

(c) Genesis shall have received from IGI, in a form satisfactory to Genesis' counsel, proof of the proper filing and recordation of (i) that certain Confirmatory Assignment, dated as of December 1, 1998 by and between Glaxo Group Limited, a corporation organized under the laws of the United Kingdom and Glaxo Wellcome Inc., a North Carolina corporation; and (ii) that certain Trademark Assignment, dated as of December 18, 1998 by and between Glaxo Wellcome Inc., a North Carolina corporation and Igen.

(d) Genesis shall have received from the IGI Parties, in a form satisfactory to Genesis' counsel, an assignment (the "Assignment"), substantially in the form of Exhibit A attached hereto, of all of their rights, title and interest in and to that certain trademark, as more fully described in Exhibit B attached hereto and made a part hereof (the "WellSkin(R) Trademark") for any and all goods and services related thereto.

3.2 The obligations of the IGI Parties under this Agreement are subject to the satisfaction of the following condition: that IGI shall have received from Genesis, in a form satisfactory to IGI, evidence that Genesis has entered into an amendment to that certain License Agreement by and between Tristrata and Genesis, dated December 31, 1998 whereby Genesis and Tristrata have agreed upon certain terms relating to products bearing the Wellskin label (the "Genesis-Tristrata Amendment").

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the IGI Parties: Each IGI Party, jointly and severally represents and warrants to Genesis that the following statements are true and correct as of the date of this Agreement:

(a) Each IGI Party is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(b) Each IGI Party has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, each IGI Party has duly authorized the execution, delivery and performance of this Agreement by such IGI Party. This Agreement constitutes the valid and legally binding obligation of each of the IGI Parties, enforceable in accordance with its terms and conditions.

(c) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which each IGI Party is subject or any provision of the charter or bylaws of each IGI Party or
(ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which such IGI Party is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any security interest upon any of its assets). Each IGI Party does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the IGI Parties to consummate the transactions contemplated by this Agreement.

(d) The Novasome License, attached hereto as Exhibit C, is a valid and legally binding obligation of Micro-Pak and Igen and is in effect as of the date hereof.

(e) The IGI Parties have obtained all regulatory approvals that are necessary for bulk manufacturing and marketing of the Products.

(f) The IGI Parties have completed all stability studies necessary to market the Products in their current container closure system.

(g) Igen is, as of the date of this Agreement, the lawful and exclusive owner of the WellSkin(R) Trademark for any and all goods and services related thereto.

(h) The IGI Parties have obtained all licenses, patents, trademarks or other intellectual property necessary for the manufacturing and marketing of the Products.

(i) To the best knowledge of the IGI Parties, Micro-Pak is the lawful and exclusive owner of all patents purported to be licensed to Igen pursuant to the Novasome License and that (A) such patents have not been assigned or otherwise transferred from Micro-Pak to any party other than Igen and (B) such patents have not been encumbered or pledged in any way that adversely affects, or is reasonably likely to adversely affect, the rights of Igen under the Novasome License.

4.2 Representations and Warranties of Genesis: Genesis represents and warrants to the IGI Parties that the following statements are true and correct as of the date of this Agreement:

(a) Genesis is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(b) Genesis has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, Genesis has duly authorized the execution, delivery and performance of this Agreement by Genesis. This Agreement constitutes the valid and legally binding obligation of Genesis, enforceable in accordance with its terms and conditions.

(c) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Genesis is subject or any provision of the charter or bylaws of Genesis or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Genesis is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any security interest upon any of its assets). Genesis does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for Genesis to consummate the transactions contemplated by this Agreement.

5. PRODUCTION AND SUPPLY OF THE PRODUCT LINE

5.1 The Products sold to Genesis shall be produced by the IGI Parties on a made to order basis in bulk form and shall be delivered to Genesis in a packaged quantity as set forth in the applicable Order (as defined in Section 6.6 hereof) (each such packaged quantity for a Product referred to as a "Batch").

5.2 The IGI Parties shall maintain manufacturing capacity sufficient to meet Genesis' needs on a timely basis. The IGI Parties also agree to maintain product and formulation support and to use their best efforts to enhance existing products based on the customer information and market requirements supplied by Genesis to IGI from time to time.

5.3 The Parties may, from time to time, desire to enter into product development or product supply agreements based upon new product ideas submitted by either Party. The terms of those arrangements shall be negotiated in good faith on a product-by- product basis.

5.4 IGI shall have the right to examine, not more often than once per annum, and at IGI's sole expense, the books and records of Genesis as they relate to the terms of this Agreement.

5.5 Shipment. The IGI Parties will ship the Products to Genesis at its premises in Hazel Park, Michigan or any other location designated by Genesis as its primary premises, by a carrier or delivery method specified by the IGI Parties. The IGI Parties shall pay all shipment costs.

6. PRICES AND TERMS OF SALE AND LICENSING

6.1 Past Due Monies. Genesis agrees to pay to IGI on the Effective Date, pursuant to that certain Supply and Sales Agreement, dated December 11, 1998 by and between Genesis and IGI (the "Genesis-IGI Agreement") an amount equal to (i) $52,399 (representing payment for the calendar quarter ending December 31, 2000) ("Quarter 4") minus (ii) $13,160 (representing a credit towards the increase in fees charged by IGI to Genesis for recent deliveries pursuant to the Genesis-IGI Agreement). The total amount owed by Genesis to IGI for Quarter 4 ($52,399 less $13,160) is $39,239. Genesis also agrees to pay to IGI an amount equal to $1,608 as a reimbursement by Genesis to IGI for expenses incurred by IGI due to a cost of living increase under the that certain License Agreement, dated January 1, 1996 by and between Tristrata Technology, Inc., a Delaware corporation ("Tristrata") and IGI (the "IGI-Tristrata Agreement") for the first two calendar quarters of the year 2000. The total amount owed by Genesis to IGI under this Section 6.1 ($39,239 plus $1,608) is equal to $40,847.

6.2 Lump sum payment. Genesis will pay to IGI on the Effective Date, five hundred twenty five thousand dollars ($525,000) (the "IGI Payment") in exchange for the Assignment. Upon the payment by Genesis of the amounts stated in Sections 6.1 and 6.2 hereof, all of the liabilities and/or obligations of Genesis under the Genesis-IGI Agreement shall be extinguished and the Genesis-IGI Agreement shall immediately terminate.

6.3 During the Term, Genesis shall pay to IGI, within thirty (30) days of receipt of a Batch, on an order-by-order basis, a manufacturing fee (the "Manufacturing Fee") for each product as listed on Schedule A provided, however, that no such Manufacturing Fee shall be paid by Genesis to IGI, for any Batches rejected by Genesis pursuant to Section 6.9 hereof or, if applicable, the IGI Parties shall, promptly upon receiving notice thereof, refund any Manufacturing Fees previously paid by Genesis to IGI for such rejected Batches. All payments made by Genesis under this Section 6.3 shall be made in U.S. Dollars. For any new products or reformulation of old products (unless such reformulation of old products is due to a rejection of such old products by Genesis pursuant to Section 6.9 hereof), Genesis and IGI will establish a fee to be paid to IGI on a product-by-product basis. The Manufacturing Fee as listed on Schedule A attached hereto is based upon the Batch size incurring the least manufacturing costs to IGI and will be adjusted by IGI, as applicable according to Batch sizes stated in a given Order, provided that Genesis receives written notice of such adjustment at least ten (10) days prior to receipt by Genesis of the Products subject to such adjustment and Genesis is given an opportunity to amend such Order at its option. Refunds for partial Batches will not be allowed.

6.4 Genesis shall pay to IGI a five percent (5%) royalty (the "Royalty Fee") on all International Sales (as defined below) of the Products, such Royalty Fee to be paid no later than sixty
(60) days after the close of each calendar quarter during the Term. Fees will be calculated based upon Net Sales (as defined below) of these International Sales. IGI acknowledges that all sales of the Products destined for sale within the United States and its territories and possessions shall be royalty- free. This royalty fee shall be in addition to the Manufacturing Fee for such Products.

(a) "International Sales" shall mean transactions whereby the Products are sold and shipped by Genesis to purchasers located outside the borders of the United States and its territories and possessions.

(b) "Net Sales" shall mean the total gross amounts actually collected for all of the Products in International Sales sold by Genesis and sold under license from Genesis by any licensee of Genesis or any sales organization controlled by it, less any costs associated with any governmental licenses, certificates of free sale, insurance incident to transportation, transportation and shipping charges, excise or turnover taxes and customs duties, bona fide trade and cash discounts and sales commissions, and allowance for returns of the Products.

6.5 Genesis assumes responsibility for the payment of all taxes in connection with International Sales, including any tariffs or duties from or payable to authorities, intermediaries, agencies or any municipality or political subdivision of any foreign country in which International Sales are made. If Genesis is required to withhold or deduct, from any payment made to IGI, taxes related to the payment of the Royalty Fee or any other fee payable by Genesis to IGI pursuant to this Agreement (a "Tax Payment"), Genesis will pay such taxes and deduct such amounts paid from the Royalty Fee or other applicable fee to be paid to IGI. In the event that Genesis receives a refund for a Tax Payment that Genesis has previously deducted pursuant to the previous sentence from amounts payable by Genesis to IGI, Genesis shall pay to IGI an amount equal to the portion of such refund that corresponds to the amount previously deducted by Genesis from amounts payable by Genesis to IGI for the applicable Tax Payment.

6.6 Forecasting and Order Process. Not later than ninety (90) days prior to the beginning of each calendar year during the Term, Genesis shall provide IGI with a non-binding full-year estimate of Genesis' yearly requirements for the Products, including a six (6) month rolling forecast for the Products, the first three months of which will be considered a firm and binding order. The forecast will be updated quarterly, on or before the l5th day of each calendar quarter. Each three month forecast, as updated each calendar quarter beginning with the forecast for the first three months, shall be considered a firm and binding order (an "Order").

6.7 Other Terms and Conditions of Sale. All binding orders of the Products shall be accompanied by purchase orders issued by Genesis; which purchase orders are to be consistent with the forecasting procedure as described in Section 6.6 above. To the extent that there is any discrepancy between the terms of the Order and the terms of this Agreement, the terms of this Agreement shall govern.

6.8 Specifications. During the Term, the IGI Parties shall assure that the Products shall conform to each of the following specifications (collectively, the "Specifications") on the date of delivery to Genesis:

(a) The Products shall meet the specifications agreed upon by the Parties and shall be manufactured in accordance with the Batches approved by the Parties and as described in Schedule A attached hereto.

(b) The Products shall be manufactured in accordance with all applicable federal, state and local regulatory requirements.

(c) The Products shall be delivered to Genesis within 30 days of receipt by IGI of an Order.

(d) The Products shall meet all requirements of the Food and Drug Administration of the United States (the "FDA ") for over-the-counter drugs, including, but not limited to, the following:

(i) The Products shall be tested for homogeneity, stability and release in accordance with validated analytical methods. During the Term, Ongoing Tests (as defined in below) of the Products shall be conducted by the IGI Parties.

(1) "Ongoing Tests" shall mean certain ongoing tests conducted by the IGI Parties promptly upon the request of Genesis or as required by FDA regulations, for homogeneity, stability, release and process methods necessary to ensure that the Products meet all FDA requirements. Genesis shall pay IGI for all reasonable costs incurred by the IGI Parties in performing those Ongoing Tests that are part of the stability study program. The costs of all other Ongoing Tests shall be the sole responsibility of the IGI Parties. Genesis shall, at its own expense, ship any Products to be tested to the premises of the applicable IGI Parties.

(ii) The Products shall be manufactured in accordance with validated processing methods. During the Term, Ongoing Tests of the Products shall be conducted by the IGI Parties. The Parties hereby agree that the first three Batches delivered under this Agreement containing Products that are over-the-counter sunscreens shall be considered process validation batches until such time as the three such Batches have been manufactured in accordance with this Agreement. The IGI Parties hereby represent and warrant that the validation process described in this Section 6.8(d)(ii) conforms to the requirements set out by the FDA concerning validated processing methods.

(iii) Upon execution of this Agreement, each Product shall have established, validated holding periods for bulk stock of not less than ten (10) days. As each Product is manufactured by the IGI Parties pursuant to an Order placed by Genesis, IGI shall continue to perform validation testing until each Product will have established, validated holding periods for bulk stock of not less than thirty (30) days.

(iv) Upon execution of this Agreement, the IGI Parties shall cause the Products to have proven stability for at least two (2) years. During the Term, Ongoing Tests of the Products shall be conducted by the IGI Parties. By the close of the first year following the date of execution of this Agreement, the Products shall have proven stability for at least three (3) years.

(v) The products with a SPF declaration shall have had their Sun Protection Factor proven by a testing method performed in compliance with the requirements of the Final Monograph for Over the Counter Sun Protection Products promulgated by the FDA.

During the Term, the IGI Parties shall continue to provide all testing and research necessary to enable the Products to continue meeting all FDA requirements for bulk products. In the event that the Products are determined not to meet all FDA requirements for bulk products, the IGI Parties shall, at their sole expense and immediately following knowledge by any of the IGI Parties of such situation, take all actions necessary to ensure that the Products meet all FDA requirements at such time.

6.9 Right to Reject Delivery. Provided that Genesis has notified IGI within twenty (20) days of receipt of a particular Batch of Products, Genesis may refuse to accept all, and not less than all of the Products in any Batch that does not conform to the Specifications, in which case such Batch will not be considered to have been delivered by the IGI Parties. Genesis and IGI will establish procedures for the containment, accumulation, sorting and return of nonconforming Products. IGI shall pay the round trip shipping costs for nonconforming Products not accepted by Genesis. The IGI Parties shall, within thirty (30) days after receipt of notice from Genesis that Products will not be accepted by Genesis, deliver replacement Products to Genesis in conformity with all of the Specifications.

6.10 Cost Adjustments. The Manufacturing Fee may be adjusted by IGI (an "Adjustment") by up to 2.5% for a given year for material changes in the cost of raw goods, materials, shipping and labor used to manufacture the Products ("IGI Costs") on January 1 of each year during the Term, provided that IGI notifies Genesis, in writing, of the basis for such Adjustment at least ninety
(90) days prior to such date. An Adjustment in excess of 2.5% may occur on January 1 of a given year provided that IGI provides Genesis, in writing and in a form satisfactory to Genesis, (i) a notice of the basis for such Adjustment and
(ii) supporting documentation evidencing such material changes in IGI Costs at least ninety (90) days prior to such date.

7. WARRANTIES AND PARTS

7.1 Warranties. All products formulated by the IGI Parties, and all labeling provided by the IGI Parties shall be subject to IGI's standard warranty that the Products meet agreed specifications, and are manufactured in accordance with approved processes and comply with all applicable bulk manufacturing federal, state and local regulatory requirements. Specifications for products listed in Schedule A attached hereto shall be IGI's product specifications. THIS WARRANTY IS SPECIFICALLY LIMITED BY
SECTION 11.2 BELOW.

8. TECHNOLOGY

8.1 As the IGI Parties develop new technology related to the Products, the IGI Parties shall immediately inform Genesis on a confidential basis and the Parties hereby agree to negotiate in good faith to reach mutually acceptable terms, including distribution and pricing terms, relating to the potential marketing and/or use of any such new technology. However, it is understood that the IGI Parties are not required to disclose to Genesis or provide to Genesis any opportunity to purchase or market any technology not related to the Products, developed pursuant to a venture involving an independent third party, or if otherwise restricted from doing so under any legal requirement. If requested by IGI, Genesis will execute appropriate non-disclosure documents relating to any trade secrets disclosed by IGI.

9. REGULATORY, TRADEMARK, LICENSING AND PATENT MATTERS

9.1 Regulatory Approvals. The IGI Parties represent and warrant that they have obtained all regulatory approvals that are necessary for bulk manufacturing and marketing of the Products and shall use their best efforts to obtain all necessary regulatory approvals for bulk manufacturing and marketing of any additional Products to be developed in connection with this Agreement.

9.2 Patent Infringement. The IGI Parties shall indemnify, defend, and hold Genesis harmless from and against all loss, liability, damages, claims, fines, penalties, demands, actions and proceedings and all costs and expenses connected therewith, including reasonable attorneys' fees, in connection with infringement of any United States or foreign patent or other intellectual property right based on the manufacture, sale or distribution of the Products, except for claims based on modifications or unapproved promotional claims requested or made by Genesis with respect to which Genesis agrees to indemnify, defend, and hold IGI harmless. The IGI Parties will assume the defense of any suit based on any such claim of infringement brought against Genesis. The IGI Parties shall also indemnify, defend and hold Genesis harmless from and against all loss, liability, damages, claims, fines, penalties, demands, actions and proceedings and all costs and expenses connected therewith, including reasonable attorneys' fees, arising out of issues related to (i) trademark infringement with respect to the WellSkin(R) Trademark and (ii) patent infringement with respect to the Novasome License and/or the patents that underlie the Novasome License, brought under any jurisdiction or arising anywhere in the world. The IGI Parties will assume, at their own expense, the defense of any suit based on any such claim of infringement brought against Genesis. If, as a result of any claim, proceeding or threat thereof with respect to the Products or the WellSkin(R) Trademark, Genesis is prevented from sublicensing, manufacturing, processing, selling or otherwise distributing any or all of the Products, the IGI Parties shall use their best efforts to procure for Genesis the right, without materially altering functionality or performance, to continue to sublicense, manufacture, process, sell or otherwise distribute the Products at the IGI Parties' sole expense. After receipt by Genesis of notice of the commencement of any action, Genesis will notify IGI of such action. The provisions of this
Section 9.2 shall survive termination or assignment of this Agreement for a period of not more than five (5) years from the earlier of the date of expiration of this Agreement or the Termination Date, as the case may be.

10. TERMINATION

This agreement may be terminated as follows:

10.1 Either Party shall have the right to terminate this Agreement (including any pending orders placed by Genesis) immediately upon written notice to the other Party in the event such party files or has filed against it, any petition in a bankruptcy or similar proceeding or enters into any form of arrangement with its creditors; or demonstrates a financial condition of such a nature that in the terminating Party's reasonable judgment the terminated Party shall not be capable of performing all of its obligations hereunder.

10.2 The IGI Parties, acting unanimously, may only terminate this Agreement immediately if Genesis fails to perform any of its material obligations under this Agreement and such nonperformance continues for more than sixty (60) days after written notice is received by Genesis. The provisions of this
Section 10.2 shall not apply to nonperformance of Genesis under Sections 6.3 or 6.4 for any amounts due that are in dispute.

10.3 Genesis may terminate this Agreement in accordance with the following provisions:

(a) Genesis may terminate this Agreement immediately if any representation or warranty of any IGI Party is materially inaccurate or if any of the IGI Parties fails to perform any of its obligations under this Agreement through the failure to provide, on a timely basis, the Products in satisfactory form to Genesis pursuant to Sections 3.1, 3.2, 5.9 and 6.1 hereof and such nonperformance continues for a period of sixty (60) days. In the event that Genesis terminates this Agreement pursuant to this
Section 10.3(a), the IGI Parties shall use their best efforts to find and implement a replacement for its services, satisfactory to Genesis. In the event that the IGI Parties do not find and implement such a replacement within ninety (90) days from the Termination Date, in addition to the effects of termination described in Section 10.5 below, the IGI Parties shall transfer to Genesis, as soon as possible following such date, all formulas and data necessary to manufacture the Products in accordance with the Specifications and a fully paid, perpetual, royalty-free license to, any and all intellectual property rights necessary to manufacture the Products in accordance with the Specifications (such formulas, data and license collectively referred to as, the "Manufacturing Instructions").

(b) If the sale or distribution of any of the Products is or is reasonably likely to become prohibited by applicable laws, rules or regulations then in effect or soon to be in effect then either the IGI Parties (acting unanimously) or Genesis may immediately terminate this Agreement at any time.

10.4 Genesis may terminate this Agreement for any other reason with a minimum of six months notice of intent to terminate except as otherwise provided herein.

10.5 Effects of Termination. On the date that this Agreement is terminated pursuant to any of the provisions of this Section 10 (the "Termination Date"), the following shall occur:

(a) Genesis shall be required to pay to IGI, within a reasonable time following the Termination Date, any Manufacturing Fees or Royalty Fees incurred as a result of Orders placed prior to the Termination Date. From and after the Termination Date, Genesis shall not be required to pay to IGI (i) any Manufacturing Fees incurred after such Termination Date or (ii) any Royalty Fees for products other than those Products Ordered from the IGI Parties prior to the Termination Date.

(b) Any and all Products manufactured by the IGI Parties in response to an Order made by Genesis prior to the Termination Date shall be delivered by the IGI Parties to Genesis pursuant to the terms of such Order.

11. CONFIDENTIALITY

The Parties acknowledge that each may from time to time disclose to the other Confidential Information. "Confidential Information" is defined as any information disclosed by either Party to the other in documentary or other tangible form in connection with the Agreement, and which is clearly marked at the time of disclosure as being confidential or proprietary. Any information disclosed orally by either Party to the other Party shall be considered Confidential Information, provided the same is reduced to a documentary form, marked "Confidential" or "Proprietary" and transmitted to the other Party within sixty days after the oral disclosure. Throughout the Term and at all times thereafter, each of the Parties shall retain any Confidential Information received from the other Party in strict confidence, shall not disclose any Confidential Information to any third party, and shall not use any Confidential Information for any purpose whatsoever other than to carry out the purposes of this Agreement. The disclosure of Confidential Information by either Party within its own company shall be restricted to only those of its directors, officers, employees and attorneys and other agents who have a need to know and have been advised of the restrictions on disclosure and use pursuant to this
Section 11. Notwithstanding any other provisions of this Agreement, the obligations of confidentiality and non-use of each of the Parties under this Section 11 shall not apply, or shall cease to apply, to any Confidential Information disclosed by either Party to the other Party if such information (i) is or becomes at any time publicly known through no wrongful act of the receiving Party; (ii) is at any time, without breach of the Agreement, rightfully obtained by the receiving party from a third party who is free to pass it on to the receiving Party; (iii) is at any time, without breach of this Agreement, developed by the receiving Party, completely independently of any disclosure by the disclosing Party; (iv) is approved for release by the written authorization of the disclosing Party;
(v) is required to be disclosed pursuant to the requirement of a government agency or operation of law after all reasonable legal remedies to maintain confidentiality have been exhausted or the Parties have entered into an appropriate protective order restricting the disclosure of such Confidential Information; or, (vi) was provided to or in the possession of the receiving Party prior to the signing of this agreement (other than information so provided pursuant to the Genesis-IGI Agreement). Upon the termination or assignment of this Agreement for any reason, all Confidential Information in documentary or other tangible form received from the other Party shall be promptly returned by the receiving Party to the other Party together with all copies and notes thereof, and the duties of confidentiality defined herein shall survive the termination or assignment of this Agreement until the expiration of ten (10) years after the date of such termination.

12. PRODUCT LIABILITY INSURANCE AND LIMITATION OF LIABILITY

12.1 Products Liability. The IGI Parties shall be responsible for and shall defend, indemnify and hold harmless, Genesis, its dealers and its customers from and against all loss, liability, damages, claims, fines, penalties, demands, actions and proceedings and all costs and expenses connected therewith, including reasonable attorneys' fees, in connection with any third party for bodily injuries and/or property damage related claims arising out of the use or alleged use of Products supplied or manufactured by the IGI Parties. The IGI Parties shall not be responsible for any claims arising solely from the alteration or contamination of any of the Products due to the repackaging, mishandling or improper storage of such Products by Genesis. The IGI Parties shall maintain general liability insurance, with products liability coverage, in such amounts and upon such terms as the IGI Parties deem advisable, but in any event not less than three million dollars ($3,000,000) in coverage. A certificate of insurance evidencing the coverage required under this Section 12.1 shall be furnished by IGI to Genesis as soon as is practicable following Genesis' written request thereof. The provisions of this Section 12.1 shall survive termination or assignment of this Agreement for a period of not more than five (5) years from the earlier of the date of expiration of this Agreement or the Termination Date, as the case may be.

12.2 Limitation of Liability. Genesis understands and agrees that the IGI Parties shall have no liability to Genesis for consequential, or incidental damages or expenses in the event that the IGI Parties are unable to perform under the Agreement by reason of any present or future law, regulation or order of any political subdivision, authority or agency of competent jurisdiction which prevents or restricts the IGI Parties from manufacturing, selling, distributing, shipping, or otherwise offering any Products contemplated by the Agreement. THE SOLE REMEDY FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDY FOR IGI'S LIABILITY OF ANY KIND WITH RESPECT TO PRODUCTS PROVIDED HEREUNDER (OTHER THAN LIABILITY ARISING PURSUANT TO SECTIONS 8.2 AND 11.1 HEREOF) AND ANY OTHER PERFORMANCE BY IGI UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO AMOUNTS ACTUALLY PAID BY GENESIS TO IGI UNDER THIS AGREEMENT. GENESIS AGREES THAT IGI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE OR DATA BASED UPON IGI'S NONPERFORMANCE OR BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ANY IGI PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

13. NON-COMPETITION.

13.1 Neither the IGI Parties, nor any of their respective subsidiaries or affiliates shall:

(a) distribute, market or manufacture any product for anyone other than Genesis, which is the same as or reasonably similar to any of the Products and which is to be sold in the Field;

(b) appoint, designate, license or grant rights to any distributor, marketer or seller, other than Genesis (whether acting as an independent contractor, agent or other representative or in any other capacity), relating to any product which is the same as or reasonably similar to any of the Products and which is to be sold in the Field;

(c) distribute, market or manufacture, any product for anyone other than Genesis, which competes, directly with any of the Products and which is to be sold in the Field; and

(d) appoint, designate, license or grant rights to any distributor, marketer or seller, other than Genesis (whether acting as an independent contractor, agent or other representative or in any other capacity), relating to any product which competes, directly with any of the Products and which is to be sold in the Field.

(e) In the event that Genesis chooses to engage a manufacturer other than the IGI Parties or their respective subsidiaries and affiliates, to manufacture for Genesis any Product, then for the purposes of this Section 13, the provisions of Section 13.1 shall cease to apply solely with respect to such Product, as such Product is currently marketed for use, and shall continue in full force and effect with respect to all other Products.

13.2 Neither the IGI Parties, nor any of their respective subsidiaries or affiliates shall: (i) distribute, market or sell any product, to anyone other than Genesis which bears the WellSkin(R) Trademark or (ii) appoint, designate, license or grant rights to any distributor, marketer or seller, other than Genesis (whether acting as an independent contractor, agent or other representative or in any other capacity), to any product which bears the WellSkin(R) Trademark. This Section 13.3 shall survive termination of this Agreement.

14. GENERAL PROVISIONS

14.1 Notices. All notices permitted or required hereunder shall be in writing and shall be sent by registered or certified mail, by fax with a confirmation copy sent by mail, or by courier service. Notices shall be sent to the addresses in this Agreement or such other addresses as a Party may designate from time to time by written notice in accordance with this Section 14.1.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all previous agreements, memoranda, or understandings of the Parties.

14.3 Amendment. This Agreement may only be amended by a written document signed by both Parties.

14.4 Force Majeure. Neither Party shall be liable for any failure or delay of performance under this Agreement (except for payment obligations under this Agreement to which this Section shall not apply) due to technological changes or developments, acts of God, acts of government or other circumstances causing impossibility of performance.

14.5 Consequential Damages. The IGI Parties shall not be liable for loss or damage of any kind resulting from delay or the inability to deliver on account of fire, strikes, labor disputes, shortages of materials or products, accident, war, delay or defaults of common carriers or suppliers, acts of civil or military authorities, or from any other cause beyond their control.

14.6 Waiver of Compliance. Any failure by any Party hereto to enforce any term or condition of this Agreement shall not be construed as a waiver of that Party's right thereafter to enforce each and every term and condition of this Agreement.

14.7 Governing Law and Dispute Resolution. This Agreement shall be governed and construed under and in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Disputes arising from this Agreement shall be discussed and settled amicably by good faith negotiations between the IGI Parties and Genesis. Any such disputes which cannot be settled amicably and by such good faith negotiations within 60 days after written notice by one Party to the other shall be resolved at the request of either Party, to the exclusion of a court of law, by binding arbitration in accordance with the rules of the American Arbitration Association in the State of New York then in effect; provided, however, that either Party shall be free to maintain an action in any jurisdiction for purposes of obtaining specific performance of this Agreement or otherwise obtaining injunctive or equitable relief.

14.8 Costs and Expenses. Except as specifically otherwise provided herein, during the Term, a Party hereto shall pay at its own expense any and all costs or expenses incurred by such Party in connection with carrying out its duties and obligations under this Agreement and in the solicitation, sales, service, and support of Products.

14.9 Announcements. Neither Party will make any public announcements, regarding their relationship without prior notification to the other Party. Genesis is aware that IGI, being a public company, has legal requirements that must be considered relating to any such announcements, and it will agree to cooperate with these requirements.

14.10 Benefit; Assignment. This Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, by operation of law or otherwise, any of its rights or delegate, by operation of law or otherwise, any of its duties under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment or delegation of this Agreement by any IGI Party without the prior written consent of Genesis shall be void, except as part of a sale of all of the assets necessary for the performance of the IGI Parties under this Agreement; provided that, the entity purchasing such assets has, prior to such sale, agreed to assume all of the obligations of the IGI Parties under this Agreement and shall have confirmed such assumption, by written notice satisfactory to Genesis, prior to such sale. Any assignment or delegation of this Agreement by Genesis without the prior written consent of IGI shall be void, except as part of a sale of all of the assets necessary for the performance of Genesis under this Agreement; provided that, the entity purchasing such assets has, prior to such sale, agreed to assume all of the obligations of Genesis under this Agreement and shall have confirmed such assumption, by written notice satisfactory to IGI, prior to such sale.

14.11 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, unenforceable or illegal for any reason, such determination shall not affect or impair the validity, legality and enforceability of the other provisions of this Agreement which shall remain in full force and effect in the same manner and to the same extent as if the invalid, unenforceable or illegal provision had not been contained in this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph of this Agreement.

GENESIS PHARMACEUTICAL, INC.           IGI, INC.

By:  /s/ Leonard Mazur                 By:  /s/ John Ambrose
     Name:  Leonard Mazur                   Name:  John Ambrose
     Title: Chairman, Chief                 Title: President and
            Executive Officer                      Chief Operating Officer


IGEN, INC.                             IMMUNOGENETICS, INC.

By:  /s/ John Ambrose                  By:  /s/ John Ambrose
     Name:  John Ambrose                    Name:  John Ambrose
     Title: President                       Title: President


                                                                  Exhibit A

FORM OF TRADEMARK ASSIGNMENT

[SEE ATTACHED]

February 12, 2001

Code       Product                          Batch Size     Genesis Cost/Kg.
---------------------------------------------------------------------------
59611      12% GA Facial Lotion, SPF 15       400 kg.           $25.27
59621      14% GA Facial Cream, SPF 15        400 kg.           $26.54
59630      Advance Sunscreen, SPF 25          400 kg.           $24.31
59665      14% GA Hand Cream, SPF 15          400 kg.           $28.22
59670      14% Body Lotion, SPF 15           2500 kg.           $13.51
59615      12% GA Facial Cleanser            2500 kg.           $ 7.11
59625      Smoothing Eye Cream                400 kg.           $34.08
59660      Oily Skin Toner                    400 kg.           $10.31
59675      Advance Moisturizing Cream         400 kg.           $20.10
           Night Time Cream                   400 kg.           $23.95


                                                                  Exhibit B

                 Registration        Registration
Trademark             No.                Date
---------------------------------------------------

WELLSKIN            2217752         January 12,1999

Exhibit C

NOVASOME LICENSE

[SEE ATTACHED]

Schedule A

THE PRODUCTS

[SEE ATTACHED]

Exhibit 10.60

ASSIGNMENT OF TRADEMARK

THIS ASSIGNMENT OF TRADEMARK (this "Assignment") is made and entered into on Feb. 14, 2001 by and among IGI, Inc., a New Jersey corporation ("IGI"), Igen, Inc., a Delaware corporation ("Igen"), Immunogenetics, Inc., a Delaware corporation ("Immunogentics" and, together with IGI and Igen, the "Assignor") and Genesis Pharmaceutical, Inc., a Delaware corporation ("Assignee").

WITNESSETH

WHEREAS, Assignor has developed, adopted and/or owns valuable rights in that certain trademark for any and all goods and services related thereto, both registered and unregistered relating, as more fully described in Schedule A attached hereto and made a part hereof (the "Trademark"); and

WHEREAS, Assignor and Assignee have entered into that certain Manufacturing and Supply Agreement, dated as of Feb. 14, 2001 (the "Supply Agreement"); and

WHEREAS, pursuant to the Supply Agreement and in connection with the transactions contemplated therein, Assignor has agreed to convey to Assignee all of Assignor's rights in the Trademark; and

WHEREAS, Assignee is desirous of acquiring the Trademark;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Assignor and Assignee agree as follows:

1. Assignor hereby sells, transfers, assigns, releases and sets over to Assignee, effective as of Feb. 14, 2001, all of Assignor's right, title and interest in and to the Trademark and the registration thereof, and in and to (i) the goodwill of the business in connection with which the Trademark is used, including, but not limited to, all formulas, know-how and data necessary to manufacture the Products (as defined in that certain Manufacturing and Supply Agreement, dated Feb. 14, 2001 by and among Assignor and Assignee), which Products are to bear the Trademark, and (ii) all rights and privileges pertaining to the Trademark, including, without limitation, the right to sue for and retain the proceeds of previous infringements thereof, TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, from and after the effective date hereof.

2. Assignor represents and warrants that it has good title to said Trademark and that it has not assigned, conveyed, transferred, sold, encumbered, licensed or failed to maintain any rights under said Trademark.

3. At the further request of Assignee, Assignor shall cooperate with Assignee and execute all further necessary documents prepared by Assignee for recording transfer of title to Assignee in said Trademark.

4. Assignor agrees that neither it, nor its assignees, subsidiaries, stockholders, directors, officers, employees or agents will hereafter adopt or use any trademark or name similar to the Trademark or which tends to dilute their distinctiveness.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed by its duly authorized representatives in conformity with the bylaws of said Assignor, effective as of the date set forth above.

                                "ASSIGNORS"

IGI, INC.                              IGEN, INC.

By:  /s/ John Ambrose                  By:  /s/ John Ambrose
     Name:  John Ambrose                    Name:  John Ambrose
     Title: President and Chief             Title: President
            Operating Officer

IMMUNOGENETICS, INC.

By:  /s/ John Ambrose
     Name:  John Ambrose
     Title: President

Receipt Acknowledged:

"ASSIGNEE"

GENESIS PHARMACEUTICAL, INC.

By:  /s/  Leonard Mazur
     Name:  Leonard Mazur
     Title: Chairman, Chief
            Executive Officer

                                      to
                          Assignment of Trademarks

                                   Registration      Registration
Trademark                               No.              Date
-------------------------------------------------------------------
WELLSKIN                             2217752       January 12, 1999
-------------------------------------------------------------------

Exhibit 10.61

SUPPLY AGREEMENT

AGREEMENT, made this 6 day of March, 2001 by and between Corwood Laboratory, Inc., a New York corporation with offices located at 55 Adams Avenue, Hauppauge, New York 11788 ("Corwood"), and IGI Inc., with offices located at Lincoln Avenue & Wheat Road, Bueno, New Jersey 08310 ("Purchaser").

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Purchase of Goods.

During the term of this Agreement, Purchaser may purchase from Corwood the type and variety of goods specified on Schedule A attached hereto (the "Goods"). Purchaser will specify its requirements for Goods by issuing purchase orders ("Orders") to Corwood from time to time. Corwood will be deemed to have accepted an Order if it fails to reject it within 5 days of receiving same. However, Corwood will not be deemed to except any Order if acceptance of that Order would cause Purchaser to exceed its credit limit as specified in paragraph 2.(b).

2. Purchase Price and Payment.

(a) The price payable for the Goods shall be Corwood's then applicable price for the quantity of Goods ordered, plus applicable taxes.

(b) Twenty-five percent (25%) of the total purchase price of Goods ordered shall be paid to Corwood upon submission to Corwood of a the particular Order. The balance of the purchase price shall be due and payable within forty-five (45) days after the later of (i) the date of shipment of the Goods in question or (ii) the date Corwood issues an invoice therefor. Except as may be modified by Corwood by written notice to Purchaser at any time, the total amount of credit extended to Purchaser for the purchase of Goods shall not in the aggregate at any time exceed Three Hundred Thousand Dollars ($300,000).

3. Intentionally Omitted.

4. Packaging: Delivery: Risk of Loss and Related Matters.

(a) At Purchaser's sole cost and expense, Purchaser shall at least three (3) weeks prior to the scheduled delivery date specified in a particular Order provide Corwood with all components specified on Schedule A (i.e. flavors and perfumes) which are required for the manufacture of the Goods ordered and all necessary packaging (i.e. boxes, bottles, caps, etc.) and labels required for purposes of bottling and packaging such Goods.

(b) Unless otherwise agreed to in writing by Corwood, Goods shall be delivered "F.O.B. Corwood's plant" (within the meaning of the New York Uniform Commercial Code).

(c) Without the consent of Corwood, Purchaser will not accelerate, postpone, cancel or otherwise modify delivery dates specified in an Order.

5. Term and Termination.

(a) Subject to the provisions hereof, the term of this Agreement will commence on the date hereof and will end after either party gives the other at least sixty (60) days prior written notice of its intention to terminate this Agreement (the "Convenience Termination"). Notwithstanding the exercise of the Convenience Termination by either party, the term of this Agreement shall not terminate until payment is made by Purchaser of all money due Corwood hereunder.

(b) In the event of cancellation of this Agreement by either party on account of the Convenience Termination, all then pending Orders issued pursuant to this Agreement will remain in full force and effect and, notwithstanding anything to the contrary contained herein, such Orders and any subsequent Orders accepted by Corwood pursuant hereto, will continue to be governed by and subject to the terms and conditions of this Agreement, which terms and conditions shall survive the termination of this Agreement caused by the Convenience Termination until the transactions contemplated by such Orders are duly consummated.

(c) The occurrence of one or more of the following events shall constitute a "Seller Event of Default": (i) Purchaser's failure to make any payments due hereunder or under an Order; (ii) Purchaser's breach or failure to perform any of its material obligations hereunder or under an Order after at least fifteen (15) days written notice to Purchaser and Purchaser's failure to cure such breach or non-performance; or (iii) Purchaser makes a general assignment for the benefit of creditors or admits in writing an inability to pay its debts as they mature or takes advantage of, or files under any federal or state insolvency statute or law, including, without limitation, the United States Bankruptcy Code, or consents to the institution of proceedings or the filing of any petition thereunder, or any preceding is filed or commenced against Purchaser under any insolvency statute or law which is not stayed and dismissed promptly, or any substantial part of the properties of Purchaser are placed in the control of a receiver, custodian, trustee or similar official, or Purchaser consents to the appointment thereof. The occurrence of a Seller Event of Default shall constitute a substantial impairment of value to Corwood of all pending Orders of Goods hereunder and this Agreement. Accordingly, in addition to any other remedy provided hereunder, upon the occurrence of an Event of Default, Corwood shall have the right, to cancel any Order or all or any portion of the Goods ordered pursuant to a particular Order. Any such cancellation shall not affect Corwood's rights under the License Agreement.

(d) Corwood's breach or failure to perform any of its material obligations hereunder, after at least fifteen (15) days written notice and failure to cure such breach or non-performance shall constitute a "Purchaser Termination Event". In the event of the occurrence of a Purchaser Termination Event, Purchaser shall have the right to cancel all or any portion of any then affected Order issued pursuant hereto.

6. Express Warranties and Related Matters.

(a) Subject to the provisions and qualifications set forth in this Agreement, Corwood warrants only to Purchaser that all Goods sold to Purchaser hereunder will conform to the ingredients specified on the respective label on the date of shipment, subject to a Corwood's standard manufacturing deviations. The warranty period will be for a period of sixty
(60) days after shipment from Corwood's applicable plant.

(b) Purchaser shall be barred from any recovery (including, without limitation, any recovery under the express warranty specified in paragraph
6.(a)) and Corwood shall have no liability on account of the following or the use of the affected Goods: (i) any Goods which have been subject to accident, negligence, alteration, tampering, misuse, improper storage or the like; or (ii) any Goods which are used for purposes other than applications for which they were manufactured, as specified by Corwood.

(c) THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH 6 ARE EXCLUSIVE AND ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Remedies, Waiver of Consequential Damages.

(a) CORWOOD'S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO ANY BREACH OF WARRANTY , EXPRESS OR IMPLIED RELATING TO GOODS SOLD TO PURCHASER, AND PURCHASER'S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES WITH RESPECT THERETO, SHALL BE LIMITED TO THE REPLACEMENT OF ANY DEFECTIVE GOODS OR, IF THAT REMEDY FAILS OF ITS ESSENTIAL PURPOSE, A REFUND OF, OR A CREDIT IN THE AMOUNT OF, THE PURCHASE PRICE OF SUCH DEFECTIVE GOODS.

(b) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, OR LOST PROFITS, EXPENSES OR LOSSES.

8. Intentionally Omitted.

9. Grant of License.

Contemporaneously herewith, the parties have entered into a license agreement (the "License Agreement"). The parties acknowledge that the License Agreement shall not automatically terminate upon the expiration or termination of this Agreement, but will continue as expressly provided for therein.

10. Intentionally Omitted.

11. Intentionally Omitted.

12. Choice of Law and Forum. The validity, construction, execution and performance of this Agreement and any Order of Purchaser shall be construed and governed in accordance with the laws of the State of New York (including, without limitation, the UCC), without giving effect to principles of conflicts of law. All disputes arising in connection herewith shall be heard only by a federal or state court located in the United States of America, State of New York, County of Suffolk, and to the extent not otherwise subject to the jurisdiction of such courts, Purchaser agrees to waive any objection to such jurisdiction and to subject itself to the jurisdiction of such courts.

13. Miscellaneous.

(a) Assignability. The terms and conditions set forth herein shall be binding on Purchaser and neither this Agreement or any Order accepted by Corwood shall be subject to assignment without the prior written consent of Corwood. Any assignment in contravention of this provision shall be null and void, and of no legal force or effect.

(b) Force Majeure. Notwithstanding any provision herein to the contrary, a party shall not be liable or responsible for any delay in or failure to perform its obligations hereunder by reason of force majeure, including, but not limited to, a party's inability to obtain raw materials from suppliers or to obtain same on a timely basis, or as a result of interruption of transportation, delays in delivery, governmental regulation, labor disputes, strikes, war, fire, flood, accidents, acts of God, civil disturbance, cancellation of orders by customers or any other cause beyond a party's control, whether or not such cause be of the same class or kind as those enumerated above.

(c) Modification or Amendment. The terms and conditions set forth herein may not be modified or amended except by an instrument in writing signed by the Corwood.

(d) Waiver of Breach. Any waiver of any of the provisions of these terms shall not be effective unless made in writing and signed by the Corwood.

(e) Survival. This paragraph 13.(e) and paragraphs 5.(b), 6, 7, 12, 13.(f) and 13.(g) shall survive the consummation, termination and cancellation of this Agreement.

(f) Cumulative Remedies. Each parties' rights and remedies hereunder shall be cumulative and not exclusive and shall be in addition to all other rights and remedies available under applicable law. Failure by either party to exercise any right, remedy or option hereunder or under applicable law, or delay in exercising same, will not operate as a waiver, it being understood that no waiver by either party will be effective unless it is in writing and signed by such party, and then only to the extent specifically stated.

(g) Integration. This Agreement is intended by the parties to be a final, complete and exclusive statement of their agreement with respect to the subject matter hereof, and any additional or different terms stated by Purchaser in any Order, proposal, quotation, purchase order, confirmation, sales order, invoice, acceptance document, acknowledgment or other document, and any terms that are inconsistence with or in variance with the terms and conditions in this Agreement, shall be of no force or effect. No course of dealing, usage of trade or course of performance shall be relevant to explain, supplement or modify any express provisions of this Agreement. A party's failure to object to any provision contained in any communication from the other party shall not be deemed to be an acceptance thereof or a waiver of that party's rights and remedies hereunder.

IN WITNESS WHEREOF, each of the parties herein has caused a duly authorized officer to execute and deliver this Agreement all as of the day and year first set forth above.

Corwood Laboratory, Inc.               IGI, Inc.

By:  /s/ Irwin Thaler                  By:  /s/ John Ambrose
     Name:  Irwin Thaler                    Name:  John Ambrose
     Title: President                       Title: President

SCHEDULE A

Exhibit 10.62

LICENSE AGREEMENT

AGREEMENT, made this 6 day of March, 2001 by and among Corwood Laboratory, Inc., a New York corporation with offices located at 55 Adams Avenue, Hauppauge, New York 11788 ("Licensee"), IGI Inc., with offices located at Lincoln Avenue & Wheat Road, Bueno, New Jersey 08310 ("IGI"), IGEN, Inc., a Delaware corporation with offices at Lincoln and Wheat Roads, Buena, NJ, ("IGEN") and Immungenetics Inc., and its division EVSCO Pharmaceutical, a Delaware corporation with offices located at Lincoln and Wheat Roads, Buena, NJ (collectively, "EVSCO"). IGI, IGEN and EVSCO are sometimes collectively referred to herein as the "Licensors".

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant of License; Scope; Related Matters.

(a) Licensors hereby grant to Licensee an irrevocable, non- exclusive, unrestricted, world-wide, transferable, assignable license to manufacture, package and sell or otherwise use and grant sub-licenses in the type and variety of goods specified on Schedule 1.(a) attached hereto and incorporated by reference herein (the "Products") solely to perform its obligations under a certain Supply Agreement entered into between Licensee and IGI, dated the date hereof (the "Supply Agreement"); such license hereinafter referred to as the "Manufacturing License".

(b) Licensors also hereby grant to Licensee an irrevocable, exclusive, unrestricted, world-wide, transferable, assignable license to manufacture, market, package, label, distribute, sell or otherwise use and grant sub-licenses in the Products; such license hereinafter referred to as the "Default License". The Default License will be revocable only when Damages have been paid in full in accordance with paragraph 3.(b).

(c) Licensors acknowledge that the Manufacturing License and the Default License (collectively, the "License") granted hereunder include the right to utilize, in connection with the licenses all trade secrets, trademarks and other intellectual property rights relating to the Products and all other rights and intellectual and proprietary property necessary or desirable for Licensee to fully obtain the practical realization of the License.

(d) To the extent any additional "Goods" (as defined in the Supply Agreement) are added to Schedule 1.(a) of the Supply Agreement, such Goods shall be deemed to be added to Schedule l.(a) hereof.

(e) Notwithstanding anything herein to the contrary, it is acknowledged by Licensee that the grant of the License contained herein does not include the rights relating to the Novasome products, as such rights are licensed by Licensors from a third party. However, Licensors will use their best efforts to obtain a sublicense for the use of such products after Licensee's request therefor. In addition, Licensee hereby agrees to forebear from exercising its rights under the Default License until the occurrence of a Default Event (defined below). Licensors acknowledge and agree that after the occurrence of a Default Event, Licensee shall have the exclusive right, even as to each of the Licensors, to manufacture, sell and distribute the Products to third parties, including, without limitation some of IGI's customers which are listed on Schedule 1.(e) annexed hereto, rather than selling same exclusively to IGI pursuant to the Supply Agreement. The occurrence of a "Seller Event of Default" as defined in the Supply Agreement shall be deemed to be a "Default Event" for purposes of this Agreement.

2. License Fee.

(a) The consideration to be paid by Licensee to Licensors for the License shall consist of the following:

(i) the inducement by Licensors of Licensee to enter into the Supply Agreement;

(ii) the inducement by Licensors of Licensee to sell products to Licensors subject to the provisions of the Supply Agreement, notwithstanding the fact that Licensors' ability to pay for such products is of concern to Licensee as a result of Licensors' current financial condition.

(b) Licensors acknowledges and agrees that, as a result of its current financial standing, Licensee's entering into the Supply Agreement and selling the products to Licensors entails a certain amount of risk and for that reason, among others, the consideration given by Licensee for the License constitutes fair and reasonable consideration under the circumstances.

3. Term.

(a) The term of the License granted hereby shall commence on the date hereof and, except as otherwise provided in paragraph 3.(b), shall continue until the expiration or earlier termination of the Supply Agreement. During the term of this Agreement, Licensors shall not have the right to terminate the License for any reason or otherwise interfere with Licensee's rights to manufacture, market, package, label, distribute or sell the Products or use the intellectual property rights or other rights relating thereto.

(b) In the event of the occurrence of a Default Event, the term of this Agreement shall be extended and the Default License granted hereby shall continue until such time as Licensee receives Profits (defined below) from the direct sale of the Products to third parties in an amount equal to the sum of all damages and other losses incurred by Licensee as the result of the event giving rise to the Default Event (the "Damages"). Damages can be prepaid to Licensee at any time after the occurrence of a Default Event and upon the prepayment of Damages the Default License will terminate and the rights granted thereunder will revert to Licensors, unless the parties otherwise agree in writing. For purposes of this Agreement, the term "Profits" means the price at which the Products are sold by Licensee to third parties pursuant to the Default License less (i) the sum of the price for the Products set forth on Schedule A of the Supply Agreement and (ii) the Per Unit Cost. For purposes of this Agreement, the term "Per Unit Cost" will mean the per unit cost of the additional expenses incurred by Licensee in the manufacturing, packaging, marketing and sale of the Products (including, without limitation, Licensee's cost of purchasing components incorporated into the Products and packaging previously supplied by IGI under the Supply Agreement).

4. No Purchase or Sale Obligations. Nothing contained herein is intended, nor shall it be construed, to be a commitment made by or an obligation of Licensee to sell to Licensors or their respective customers, or Licensors to purchase from Licensee, any Products or other products.

5. Delivery of Specifications. Contemporaneously with the execution hereof, and from time to time thereafter as necessary or requested by Corwood, Licensors shall deliver to Licensee all formulas, specifications, technical and manufacturing information and any other information needed to duly manufacture, distribute and sell the Products and for Licensee to fully obtain the practical realization of the benefits, utilization and value of the License (collectively, the "Specifications").

6. Infringements of Intellectual Property Rights.

(a) After notice to Licensors of any actual, threatened or potential infringement, unauthorized possession, imitation, knowledge or use of the Products or any of the intellectual property rights or other rights relating thereto (collectively, "Infringements"), Licensors will promptly commence and prosecute all necessary actions or proceedings to prevent any Infringement. In the event Licensors fail to promptly commence and prosecute an action or proceeding to prevent Infringements, Licensee shall have the right, but not the obligation, to commence and prosecute an action or proceeding, or to take any other appropriate action, in Licensee's own name, to protect such products and proprietary rights, and the applicable Licensors shall have the right to participate in all of such proceedings. Any damages awarded in any such action will be first applied to reimburse the costs and expenses (including reasonable legal fees) incurred by Licensors and Licensees on account of such action on a pro-rata basis, and the balance of such award will be allocated equitably among the parties based on costs incurred.

(b) Upon receipt of notice, Licensors shall jointly and severally defend and hold Licensee harmless from and against any and all liabilities, damages, losses, claims, actions, proceedings and expenses, including, without limitation, reasonable legal fees (collectively "Liabilities") of whatsoever kind and nature, imposed upon, incurred by, asserted, threatened or awarded against Licensee directly or indirectly arising out of, relating to or resulting from actions or proceedings commenced against Licensee for the infringement of any patent, trademark or trade secret or other intellectual or proprietary property right based on the sale, use or manufacture of any Product or the intellectual property rights or other rights relating thereto (collectively, the "Infringement Actions"). In the event Licensors fail to promptly defend any Infringement Action, Licensee shall have the right, but not the obligation, to defend such action or proceeding, and take any other appropriate action, in Licensee's own name, to protect and defend such products and rights. In such event, any such suit may be settled or defended without the consent of Licensors. Any and all amounts due for indemnity shall be paid as Liabilities are incurred, and in any event, within ten (10) days after written demand therefor.

Notwithstanding anything to the contrary contained in this Agreement, with respect to the Default License, Licensors will not be liable for Liabilities incurred by Licensee pursuant to an Infringement Action if such liability is as a result of Licensee's modifications to the method of selling Products traditionally utilized by Licensors.

7. Section 365(n). All rights and licenses granted under this Agreement by Licensors to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (11 U.S.C.
Section 101 et seq.)(the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code. The parties agree that Licensee, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against any of Licensors under the Bankruptcy Code, Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) the Specifications and all intellectual property rights and all embodiments of such intellectual property rights relating to the Products and License, including, without limitation, all patents, trademarks and patent and trademark applications. Same, if not already in Licensee's possession, shall be promptly delivered to Licensee: (i) upon the commencement of any bankruptcy proceeding upon written request therefor by Licensee unless such Licensor continues to perform its obligations, if any, under the licenses granted hereunder; or (ii) if not delivered under sub-paragraph (i) above, upon the rejection of this Agreement by or on behalf of Licensor upon written request therefor by Licensee.

8. Representations and Warranties of Licensors. Licensors each hereby represents and warrants to Licensee that:

(a) Corporate Existence. IGI is duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the corporate power to engage in the business now conducted by it; IGEN is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to engage in the business now conducted by it; and EVSCO is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to engage in the business now conducted by it.

(b) Authorization. Licensors each have the corporate power and authority to enter into this Agreement and to grant the License to Licensee and to execute, deliver, and perform this Agreement and has taken all necessary corporate action to authorize the grant of the License.

This Agreement upon the delivery thereof will constitute valid and binding obligations of Licensors and will be enforceable in accordance with its terms. No consent, license, approval or authorization of any third party or governmental authority is required in connection with the granting of the License and the execution, delivery and performance of this Agreement.

(c) No Conflicts. The granting of the License and the execution, delivery and performance of this Agreement by Licensors does not conflict with or result in a breach of or constitute a default under the Certificate of Incorporation or by-laws of Licensors or any indenture, pledge or any other agreement by which Licensors is bound, or any law, rule, or regulation of any governmental authority or any injunction or order of any court or governmental agency applicable to Licensors.

(d) Intellectual Property Rights. (i) The intellectual property rights relating to the Products (including, without limitation, all trade secrets relating thereto) are subsisting and are not invalid or unenforceable, in whole or in part; (ii) Licensors are the owners of the intellectual property rights relating to the Products, and no other person or entity has or shall have any claim of ownership with respect to such intellectual property rights whatsoever which would adversely affect Licensee's rights hereunder; (iii) the Products and the intellectual property rights relating thereto do not infringe any rights owned or possessed by any third party; (iv) there are no claims, judgments or settlements to be paid by Licensors or pending claims or litigation relating to such intellectual property rights; and (v) Licensors have taken and are taking all reasonable steps to protect their respective legitimate interests in its trade secrets relating to the Products and that such trade secrets constitute valid and enforceable trade secrets under applicable law.

For purposes of this Agreement, the term "intellectual property rights" shall have the meaning specified in Section 101 (35A) of the Bankruptcy Code.

9. Confidentiality. Each of the parties hereby agrees to keep confidential and not to disclose any of the trade secrets pertaining to the Products to any person or entity, except that Licensee may disclose same to: (i) those of its employees who need to know such information for the purpose of enabling Licensee to fully utilize the License (it being understood that those employees will be informed of the confidential nature of such trade secrets and the obligations assumed under this paragraph 9); and (ii) sub-licensees or transferees of Licensee provided that they agree in writing not to disclose such information to any other person or entity. Licensors acknowledge that a violation by any of them of the obligations of this provision shall constitute a material breach of this Agreement.

10. Miscellaneous.

(a) Notices. All notices permitted, required or provided for by this Agreement shall be made in writing, and shall be deemed adequately delivered if delivered by the mailing of the notice in the U.S. mail, pre- paid certified or registered mail, return receipt requested, or by a nationally recognized overnight courier service that regularly maintains records of its pick-ups and deliveries, to the parties at their respective addresses set forth above or to any other address designated by a party hereto by written notice of such address change. Notices delivered by mail shall be deemed given when mailed and received two (2) days thereafter. Notices sent by overnight courier service shall be deemed given when delivered to the courier service and received one (1) day later.

(b) Modification or Amendment. This Agreement may not be modified or amended except by an instrument in writing signed by the party or parties against whom enforcement is sought.

(c) Assignability. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and permitted assigns.

(d) Further Assurances. Each of the parties hereto hereby agrees to execute and deliver any further instruments, agreements, certificates and documents and do such other acts and things as may be reasonably requested by any other party hereto to carry out the terms and conditions of this Agreement and the transactions contemplated hereby and to protect the rights granted to Licensee hereunder, including, but not limited to, filing a copy of this Agreement with the United States Patent and Trademark Office or such other federal or state agency, department or other office reasonably determined by Licensee to be appropriate to protect its rights granted hereby.

(e) Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

(f) Invalidity. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

(g) Governing Law; Venue. All questions pertaining to the validity, construction, execution and performance of this Agreement shall be construed and governed in accordance with the laws of the State of New York, without giving effect to provisions thereof regarding conflicts or choice of laws. Any action or proceedings commenced in connection with this Agreement shall be brought in a federal or state court located in the State of New York, County of Suffolk, and to the extent not otherwise subject to the jurisdiction of such courts, each of the parties agrees to waive any objection to such jurisdiction and to subject itself to the jurisdiction of such courts.

(h) Waiver. Any waiver of any of the provisions of this Agreement, or of any inaccuracy in or non-fulfillment of any of the representations, warranties or obligations hereunder or contemplated hereby, shall not be effective unless made in writing and signed by the party against whom the enforcement of any such waiver is sought. A waiver given in any case shall only apply with respect to that particular act, omission or breach, and shall not be effective as to any further or subsequent act, omission or breach, regardless of whether they be of the same or similar nature.

(i) For purposes of paragraph 3(b), Damages includes, without limitation, repayment or recovery of any amount received by Licensee from Licensors in connection with any insolvency or bankruptcy of any of the Licensors. In the event any such repayment or recovery occurs the expiration of or earlier termination of this Agreement, this Agreement shall be deemed to be reinstated and in full force and effect.

(j) Entire Agreement. This Agreement, together with the Supply Agreement, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, understandings, letters of intent, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party hereto or by any related or unrelated third party.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by a duly authorized officer all on the day and year first above written.

Corwood Laboratory, Inc.               IGI Inc.

By:  /s/ Irwin Thaler                  By:  /s/ John Ambrose
     Name:  Irwin Thaler                    Name:  John Ambrose
     Title: President                       Title: President

                                       IGEN, INC.

                                       By:  /s/ John Ambrose
                                            Name:  John Ambrose
                                            Title: President

                                       EVSCO Pharmaceutical Corp.

                                       By:  /s/ John Ambrose
                                            Name:  John Ambrose
                                            Title: President

SCHEDULE 1.(e)

Customer List

Exhibit 10.63

Employment Agreement between
Domenic N. Golato ("Executive") and
IGI, Inc, ("Corporation")

1. Position: Executive is to serve as Senior Vice President and Chief Financial Officer of Corporation.

2. Term: The term of the employment under this Agreement is for a period ending June 30, 2001, unless sooner terminated in accordance with the provisions hereof. The term of employment under this Agreement shall, on each June 30 beginning June 30, 2001, be automatically extended for an additional year unless either party gives written notice to the other, by no later than the preceeding April 30. If neither party gives notice of non-concurrence in such extension, the term will automatically extend for one additional year.

3. Base Sa1ary: Executive's Initial base salary will be $168,600.00 per year, with review for possible merit increases, not less than annually, and with no reduction permitted. Executive will also be entitled to participate in the Senior Management Incentive Compensation Plan as established by the Board of Directors. Executive will also receive an automobile allowance of $7,200 per year payable in equal monthly installments.

4. Group/Executive Benefits: Executive and his family may participate on terms no less favorable to Executive than the terms provided to other senior executives of the Corporation, (with all waiting periods waived) in any group and/or executive life, hospitalization or disability insurance plan, health program, pension, profit sharing, ESOP, 401(k) and similar benefit plans (qualified, non- qualified and supplemental) or other fringe benefits of the Corporation, including three weeks of vacation annually, and a monthly vehicle allowance.

The company will pay all healthcare premiums for the Executive and his immediate family.

5. Equity Based Incentive Compensation: It will be recommended to the Board of Directors that you be granted options to purchase 60,000 shares of the company's stock at the closing price on the date of the grant. Any equity-based awards will fully vest upon a Change of Control (as defined below).

6. Termination: Employment under the agreement may be terminated:

(a) By Executive's death or disability.

(b) By the Corporation, upon written notice to Executive if for Cause (as described in paragraph 9, below), or by giving at least l5 days' written notice to Executive if not for Cause.

7. Cause for Termination by the Corporation: "Cause" for the Corporation to terminate Executive's employment shall mean:

(a) Executive's commission of an act materially and demonstrably detrimental to the interests (including the goodwill) of the Corporation or any of its subsidiaries, including violation of any statutory or regulatory requirements applicable to the business of the Corporation or any of its subsidiaries, which act constitutes willful misconduct by Executive in the performance of his material duties to the Corporation or any of its subsidiaries, or

(b) Executive's commission of any material act of dishonesty or breach of trust resulting or intended to result in material personal gain or enrichment of Executive at the expense of the Corporation or any of its subsidiaries, or

(c) Executive's conviction of a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious liability.

No act or failure to act will be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that his action or omission was in the best interests of the Corporation.

8. Change of Control: A "Change of Control" will be deemed to have occurred if:

(a) Any "person" (as defined in Section 13(d) and 14 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding for the purpose the Corporation or any subsidiary of the Corporation, or any employee benefit plan of the Corporation or any subsidiary of the Corporation, or any person or entity organized, appointed or established by the Corporation for or pursuant to the terms of such plan which acquires beneficial ownership of voting securities of the Corporation, is or becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly of securities of the Corporation representing thirty-five percent (35%) or more of the combined voting power of the Corporation's then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Corporation; provided further that no Change of Control will be deemed to have occurred if a person inadvertently acquires an ownership interest of 35% or more but then promptly reduces that ownership interest below 35%;

(b) During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such two-year period constitute the Board of Directors of the Corporation and no new director(s) (except for a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described elsewhere in this paragraph 10) whose election by the Board or nomination for election by the Corporation's shareholders was approved by a vote by at least two- thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously approved, cease for any reason to constitute at least a majority thereof; or

(c) The shareholders of the Corporation approve a plan of complete liquidation of the Corporation, an agreement for the sale of disposition of the Corporation or all or substantially all of the Corporation's assets, or a plan of merger or consolidation of the Corporation with any other corporation, except for a merger or consolidation in which the security owner of the Corporation immediately prior to the merger or consolidation continue to own at least sixty-five (65%) of the voting securities of the new (or continued) entity immediately after such merger or consolidation.

9. Benefits Upon Termination of Employment;

(a) If Executive's employment is terminated by death, disability, discharged by the Corporation for Cause, or resignation by Executive, executive will be entitled to receive his base salary through the date of termination, any bonus or incentive or deferred compensation accrued as of the date of termination, and all other benefits which have accrued as of the date of termination.

(b) If Executive's employment is terminated by death or disability, Executive will be entitled to receive, in addition to the compensation and benefits described in paragraph (a), above, the following benefits:

(i) Immediate full vesting of all of Executive's otherwise unvested options to purchase shares of the Corporation, which options will be exercisable for a period of at least 2 years after the date of termination of employment, and

(ii) Immediate vesting of all other equity or incentive compensation awards to Executive, which are not otherwise vested.

(c) If executive's employment is terminated by the corporation other than for cause or disability, Executive will be entitled to receive, in addition to the compensation and benefits listed in (a) and (b) above, the following severance benefits:

(i) Payment in a lump sum of an amount equal to executives twelve months salary as in effect prior to termination

(ii) Continuation for a period of twelve months after the date of termination of benefits and perquisites equal to those that would have been provided had employment continued, including auto allowance

(iii) Outplacement services at the expense of the Corporation from a provider reasonable selected by Executive.

10. Indemnification: To the full extent permitted by law, the Corporation will indemnify Executive (including the advancement of expenses) for any judgements, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred by Executive in connection with the defense of any lawsuit or other claim to which he is made a party by reason of being an officer, director or employee of the Corporation or any of its subsidiaries. The Corporation will maintain reasonable director and officer liability insurance coverage for all acts or omissions of Executive during his employment with the Corporation.

11. Binding of Successors: The Corporation will be required to have any successor to all or substantially all of its business and/or assets expressly assume and agree to perform Executive's employment agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

______________________                 8/31/00
IGI, Inc.                              Date

/s/ Domenic A. Golato                  8/31/00
Executive                              Date