Exhibit 10.5

                       MANUFACTURING AND SUPPLY AGREEMENT

     This Manufacturing And Supply Agreement (this "AGREEMENT"), effective as of
July 28, 2004 (the "EFFECTIVE DATE"), is made by and between Chiron Corporation,
a Delaware corporation with offices at 4560 Horton Street, Emeryville,
California 94608 ("CHIRON"), and BioMimetic Pharmaceuticals, Inc., a Delaware
corporation with offices at 330 Mallory Station, Suite A-l, Franklin, Tennessee
37067 ("BMPI").

                                   BACKGROUND

     BMPI and Chiron are parties to an exclusive, Clinical Manufacturing Supply
Agreement effective March 28, 2001, under which Chiron has manufactured and
supplied BMPI with purified bulk recombinant human platelet derived growth
factor (PDGF), as described in Chiron's FDA-approved Biological License
Application therefor ("CHIRON'S BLA"), for use in product development and
clinical testing and in the Fields (as defined below). That agreement provides
that, not less than one year prior to the commencement of commercial sales of
products containing purified bulk recombinant human platelet derived growth
factor, the parties shall negotiate a commercial manufacturing agreement on
certain terms specified therein and other commercially reasonable terms. The
parties have now completed negotiations and hereby agree to the terms and
conditions set forth herein, including Exhibit A and B, which are attached
hereto and incorporated herein, by reference. (Specific sections of Exhibit A
are cited hereinafter as "A-l," "A-2", etc. In the event of any conflict between
Exhibit A and this Agreement, this Agreement shall be controlling.)

                                    AGREEMENT

1.   DEFINITIONS. For purposes of this Agreement, the following definitions
     shall apply, and the terms defined herein in plural shall include the
     singular and vice-versa.

     1.1. "Affiliate" means any corporation or other entity that controls, is
          controlled by or is under common control with Chiron, BMPI or Novartis
          AG, as applicable, as of the Effective Date or during the term of this
          Agreement. "Control" means the ownership, directly or indirectly, of
          50% or more of the voting stock of a corporate entity, or of 50% or
          more of the beneficial interest of an entity other than a corporation.
          Notwithstanding the foregoing, "Affiliates" of Chiron exclude Novartis
          AG, a Swiss corporation, and any Affiliates thereof, regardless of the
          percentage of ownership interest that Novartis AG may hold in Chiron,
          unless and until such time as Novartis AG exercises its rights to
          control Chiron in accordance with the terms and conditions of the
          November 20, 1994 Governance Agreement between them.

     1.2. "Approval Date" has the meaning given in Section 4.4.

     1.3. "cGMPs" means the then-current Good Manufacturing Practices applicable
          to the manufacture, processing, packaging, testing and release of bulk
          pharmaceutical products for human use, established by regulatory
          authorities of the United States, Canada and the European Union, as
          applicable.


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     1.4. "Changed Services" has the meaning given in Section 2.3.

     1.5. "Chiron's BLA" has the meaning given in the first paragraph, above.

     1.6. "Claims" has the meaning given in Section 8.3.

     1.7. "Confidential Information" has the meaning given in Section 7.1.

     1.8. "Conforming" or "Conformity," (a) in reference to Product, means
          Product that is shown, solely by the related written Deliverables, to
          have been manufactured in accordance with applicable cGMPs and the
          Procedures, to meet the Specifications, and to have a remaining
          shelf life, at the time of delivery to BMPI's designated carrier, of
          not less than eighteen (18) months, and (b) in reference to other
          Deliverables, means Deliverables conforming to all criteria
          established for them herein.

     1.9. "Deliverables" means Product and the other items identified in A-5.

     1.10. "FDA" means the U.S. Food And Drug Administration.

     1.11. "Facilities" means Chiron's licensed biological production facilities
          located in Vacaville and Emeryville, California, and its warehouses
          located in Emeryville, California.

     1.12. "Fields" means the treatment of periodontal and dental diseases,
          craniomaxillofacial applications and other skeletal applications
          including the healing of bone, cartilage, tendon and ligaments of the
          skeletal systems in humans and animals.

     1.13. "Nonconforming" or "Nonconformity," with respect to Deliverables,
          means Deliverables that are not Conforming.

     1.14. "Notice Period" has the meaning given in Section 11.1.

     1.15. "Product" means Saccharomyces derived cGMP purified bulk recombinant
          human platelet derived growth factor, **, as specified in Chiron's
          BLA.

     1.16. "Procedures" means those procedures identified in A-3.

     1.17. "Specifications" means the assay specifications set forth in the
          relevant certificate of analysis of the Product, as further described
          A-8.


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**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



2.   PRODUCT MANUFACTURE, SUPPLY AND USE.

     2.1. Product Supply And Purchase. During the term of this Agreement, Chiron
          shall manufacture and supply exclusively to BMPI, and BMPI shall
          purchase exclusively from Chiron, Product for use in the Fields.
          Forecasting requirements, and minimum and maximum quantities of
          Product to be purchased and supplied, are provided in A-6 and A-7,
          respectively.

     2.2. Use Restrictions. BMPI understands and acknowledges that Chiron's
          rights to supply Product are derived in part from third-party licenses
          that restrict the uses of Product; accordingly, BMPI agrees not to
          use, sell or import Product, or to make, use, sell or import any
          product incorporating Product, other than in the Fields.

     2.3. Changed Services. If material additions to or changes in the services
          to be provided hereunder are required ("CHANGED SERVICES"), to the
          extent practicable and subject to the change control procedures set
          forth in A-1 and A-3, Chiron shall prepare a written statement that
          describes in detail the proposed Changed Services and anticipated
          changes in costs resulting therefrom and provides such other
          information as BMPI may reasonably require. BMPI's written consent to
          Changed Services shall subject the accepted Changed Services to all
          provisions of this Agreement, other than any that such consent
          expressly supersedes.

3.   DELIVERY, INSPECTION, ACCEPTANCE AND REJECTION.

     3.1. Delivery. Chiron shall make Product and related Deliveries available
          to BMPI's designated shipper within ** days of receipt of a binding
          purchase order from BMPI. All shipments shall be EXW (Incoterms 2000)
          the Emeryville Facility.

     3.2. Acceptance And Rejection. BMPI shall have ** business days from the
          date of receipt of Deliverables to determine whether they are
          Confirming. Such determination shall be made solely based on the
          written Deliverables and not on assays or other tests of the Product.
          BMPI shall promptly notify Chiron, in writing, of any Nonconforming
          Deliverables and the specific reasons for such Nonconformity. Failure
          to reject Deliverables within such ** business day period shall be
          deemed acceptance of the Deliverables.

     3.3. Disputes Re Conformity. If BMPI notifies Chiron of any alleged
          Nonconformity of Deliverables, the invoice for such Deliverables shall
          not be due or payable until the Nonconformity issue is resolved, and
          BMPI has accepted such Deliverables or replacement Deliverables. The
          parties shall in good faith attempt to resolve the issue within **
          days of BMPI's notice, and if unable to do so, shall follow the
          Dispute Resolution process set forth in Section 13.9.

     3.4. Exclusive Remedy. If any Deliverables received by BMPI are
          Nonconforming, Chiron, shall replace the Nonconforming Deliverables as
          soon as is reasonably commercially practicable, at no additional
          charge to BMPI. Such replacement shall be Chiron's sole liability and
          BMPI's sole remedy with respect to Nonconforming Deliverables.


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**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




4.   COMPENSATION.

     4.1. Product Pricing. BMPI will pay Chiron the amounts set forth in A-7, at
          the times specified therein.

     4.2. Taxes. Prices and fees do not include any national, state or local
          sales, use, value-added or other taxes, customs duties, or similar
          tariffs or fees that Chiron may be required to pay or collect upon the
          delivery of Deliverables hereunder or upon collection of the prices
          and fees or otherwise. Should any tax or levy be made (other than any
          such tax based on the income of Chiron), BMPI agrees to pay such tax
          or levy and to indemnify Chiron for any claim for such tax or levy
          demanded, including applicable penalties and interest, other than to
          the extent (if any) due to Chiron's failure to comply with its
          obligations to collect or to remit such tax. BMPI agrees to provide
          Chiron with appropriate resale certificate numbers and other
          documentation satisfactory to the applicable taxing authorities to
          substantiate any claim of exemption from any such taxes or fees.

     4.3. Third Party Royalties. BMPI shall reimburse Chiron for all royalties
          that Chiron is required to pay to third parties, in order to
          manufacture and supply Product to BMPI, including the royalties
          described in A-7.2. If either party is put on notice by a third party
          of alleged infringement by Chiron in the manufacture of Product, such
          party shall promptly inform the other party thereof. BMPI shall
          promptly resolve any matter relating to such alleged infringement and
          shall timely pay all amounts due resulting from or relating to the
          manufacture of Product or the commercial sale of any product
          incorporating Product. These payments shall be in addition to the
          compensation provided in A-7.

     4.4. Milestone Fees. Subject to Article 5, within thirty (30) days of the
          date of issuance by the U.S. Food And Drug Administration of the first
          approval to market a product containing Product (the "APPROVAL DATE"),
          and each year thereafter for a period of three (3) years, BMPI shall
          pay Chiron a milestone fee of **.

     4.5. Payments. All payments shall be made in United States Dollars by wire
          transfer of immediately available funds to an account as specified by
          Chiron in writing from time to time. If any payment due hereunder is
          not paid in full on the due date, interest at the prime rate (as
          announced from time to time by Bank of America NT & SA) plus two
          percent, or the maximum permitted by law, whichever is lower, shall
          accrue and become payable upon any unpaid balance from the date such
          payment was due until it is paid in full.

5.   LOAN OPTION. BMPI may opt to take a loan from Chiron on the terms and
     conditions provided in Exhibit B hereto.

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**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



6.   QUALITY AND REGULATOR MATTERS.

     6.1. Right to Review Processes. Chiron shall maintain all quality assurance
          manufacturing records, batch production records and other records
          directly related to Product manufacture, as required by applicable
          regulations. BMPI personnel shall have the right to review such
          records at the Facilities during regular business hours and upon at
          least ** days advance written request to Chiron's Corporate Regulatory
          Compliance Group, for the sole purpose of auditing Chiron's compliance
          with cGMPs and the Procedures in manufacturing Product; provided,
          however, that Chiron may delay such inspection for a period of up to
          ** days if, in its good faith judgment, such delay is necessary to
          avoid a significant disruption in Chiron's business. In the event that
          a regulatory inspection occurs during a time schedule for a BMPI
          audit, Chiron may reschedule the audit to a date within ** days of the
          originally-scheduled audit. Each BMPI audit shall be completed within
          three (3) days and shall be conducted by no more than three reviewers,
          who shall comply with all reasonable Chiron policies and procedures
          regarding the Facilities. BMPI shall be entitled to one such audit per
          year during the term of this Agreement and one during the year
          following expiration or termination of this Agreement, at no charge.
          Chiron shall respond to all audit findings, in writing, within ** days
          of receipt or as otherwise agreed by the parties, in writing. All
          information obtained by BMPI pursuant to this Section 6.1 shall be
          subject to the confidentiality provisions of Article 7.

     6.2. Product Complaints. Subject to Subject 8.3, BMPI shall be responsible
          for handling all complaints regarding products that incorporate
          Product. Chiron will promptly forward any such complaints it receives
          to BMPI and will provide, at BMPI's expense, such assistance in
          investigating such complaints as BMPI may reasonably request. Should
          such investigation show that the complaint was a result of Product
          manufacturing under the control of Chiron, expenses owed or paid
          pursuant to this Section 6.2 for Chiron's assistance shall be
          cancelled or refunded to BMPI. The parties shall in good faith freely
          exchange information that will enable them to determine the nature and
          cause of such complaints. BMPI shall have the authority to resolve any
          outstanding complaints. BMPI shall promptly notify Chiron if such a
          complaint is based upon an alleged defect in the manufacture of
          Product.

     6.3. Recalls. The handling of recalls and withdrawals of products
          incorporating Product shall be within the sole discretion of BMPI.
          Chiron will cooperate fully with BMPI in the event of any such recall
          or withdrawal and will provide, at BMPI's expense, such assistance in
          connection therewith as BMPI may reasonably request. Should an
          investigation establish that the product defect or other problem that
          gave rise to the recall or withdrawal arose out of the manufacture of
          Product by Chiron, any expenses owned or paid to Chiron pursuant to
          this Section 6.3 shall be cancelled or refunded to BMPI, as
          applicable.


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**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




     6.4. U.S. Cross-Reference Rights.**

     6.5. European Cross-Reference Rights.**

     6.6. Safety and Waste Handling Procedures. Chiron shall be responsible for
          maintaining safety and environmental procedures that comply with all
          material applicable laws.

     6.7. Quality Agreement. As soon as reasonably practicable, the parties
          shall execute an appropriate quality assurance agreement to fulfill
          applicable legal and regulatory requirements.

7.   CONFIDENTIAL INFORMATION.

     7.1. Definition. During the term of this Agreement, the parties may provide
          to one another confidential information, including but not limited to
          each party's proprietory materials and/or technologies, economic
          information, business or research strategies, trade secrets and
          material embodiments thereof. As used herein. "CONFIDENTIAL
          INFORMATION" of a party means any information disclosed by such party
          to the other party which (a) if in written form, is clearly marked
          "confidential," (b) if in oral form, is summarized in a writing marked
          "confidential" delivered to the recipient within thirty (30) days
          after the oral disclosure, (c) if further disclosed, could reasonably
          be expected to result in competitive harm to the disclosing party, or
          (d) consists of or relates to any unpublished patent application.

     7.2. Exclusions. Confidential Information shall not include information
          that (a) is shown by contemporaneous documentation of the recipient to
          have been in its possession prior to receipt from the disclosing
          party, (b) is or becomes, through no fault of the recipient, publicly
          known, (c) is furnished to the recipient by a third party without
          breach of an obligation of confidentiality, (d) is independently
          developed by the recipient without use of the disclosing party's
          Confidential Information or (e) is required to be disclosed by law,
          provided that the recipient gives the disclosing party as much advance
          notice of the requirement as is reasonably possible to give.


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**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



     7.3. Obligations. During the term of this Agreement and for five (5) years
          thereafter, the recipient shall maintain the disclosing party's
          Confidential Information in confidence, except that BMPI may disclose
          this Agreement in its entirety to parties evaluating a business
          relationship with BMPI, provided that such parties are under written
          obligations of confidentiality and non-use with respect to this
          Agreement at least as restrictive as those set forth herein with
          respect to Chiron's Confidential Information. The recipient shall use
          the disclosing party's Confidential Information solely to exercise its
          rights and perform its obligations under this Agreement, unless
          otherwise mutually agreed in writing, and shall at all times protect
          the disclosing party's Confidential Information with at least the same
          degree of care it uses to protect its own Confidential Information,
          such care to be of the type and degree that would be used by a
          reasonable and prudent business person. The recipient acknowledges
          that breach of confidentiality may result in irreparable financial
          harm to the disclosing party and that the disclosing party may seek
          all remedies in law or equity for such a breach.

     7.4. Return of Confidential Information. Upon request by the disclosing
          party, the recipient shall return or destroy (as evidenced by a
          written certificate of destruction) all Confidential Information of
          the disclosing party in its possession; provided, however, that one
          copy of such Confidential Information may be retained in the
          recipient's legal files for purposes of monitoring compliance with the
          provisions hereof.

8.   INSURANCE; INDEMNITY; LIMITATIONS ON LIABILITY.

     8.1. Insurance of Chiron. Chiron shall procure and maintain in full force
          and effect, at its own cost and expense, insurance against the risks
          arising hereunder as follows:

          (a) products liability, with annual liability limits of not less than
          $5,000,000 per claim and in the aggregate,

          (b) general liability, with annual liability limits of not less than
          $5,000,000 per claim and in the aggregate,

          (c) Worker's compensation insurance in compliance with the worker's
          compensation laws of the state or states in which Chiron has employees
          performing work under this Agreement, and employer's liability
          insurance with respect to such employees, with a minimum limit of
          One Million Dollars ($1,000,000) per occurrence, and

          (d) motor vehicle insurance for vehicles owned, leased or operated by
          Chiron or its employees or agents performing work under this
          Agreement, with a minimum limit of One Million Dollars ($1,000,000)
          per occurrence, combined single limit.


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     8.2. BMPI Insurance. BMPI shall procure and maintain in full force and
          effect, at is own cost and expense, products liability insurance, with
          annual liability limits of not less than $5,000,000 per claim and in
          the aggregate, and comprehensive general liability insurance, with
          annual liability limits of not less than $5,000,000 million per claim
          and in the aggregate. Terms of such coverage shall be evidenced by
          certificates of insurance to be furnished to Chiron within 30 days of
          the Effective Date and as may be reasonably requested thereafter. Such
          certificates shall name Chiron, its Affiliates and their respective
          agents, employees and directors as additional insureds and shall
          provide that thirty (30) days' written notice shall be given to Chiron
          prior to cancellation or expiration of any of the terms of coverage or
          any policy.

     8.3. Indemnification. BMPI shall indemnify and hold Chiron, its Affiliates
          and their respective directors, officers, employees and agents,
          harmless against all claims, damages, liabilities, losses, costs and
          expenses, including reasonable attorneys' fees (collectively,
          "CLAIMS"), to the extent arising from (a) the manufacture, use or sale
          of any deliverable hereunder or of any product incorporating Product,
          including but not limited to any such Claim for product liability
          (whether based on strict liability, inherent design defect,
          negligence, failure to warn, breach of contract or any other theory of
          liability) or (b) any act or omissions of BMPI or any of its
          directors, officers, employees or agents, and from any Claim alleging
          that the manufacture, use or sale of any Deliverable, or product
          incorporating Product infringes any intellectual property rights of a
          third party.

     8.4. Limitation on Damages. EXCEPT WITH RESPECT TO SECTION 8.3, IN NO EVENT
          SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS AFFILIATES OR ANY
          THIRD PARTY FOR LOST PROFITS OR FOR ANY SPECIAL, CONSEQUENTIAL,
          INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ARISING FROM A BREACH OF THIS
          AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF A WARRANTY
          CONTAINED HEREIN OR OF ANY OBLIGATION TO PERFORM SERVICES OR TO
          PROVIDE DELIVERABLES BY A SPECIFIED TIME.

9.   REPRESENTATIONS AND WARRANTIES.

     9.1. Of Chiron. Chiron warrants that (a) at the time of delivery to BMPI's
          designated carrier, Deliverables will be Conforming and (b) as of the
          Effective Date, to the best of Chiron's knowledge, there are no legal
          actions pending or threatened to be filed against Chiron that would
          prevent the manufacture or commercial sale of Product, as contemplated
          hereunder.

     9.2. Of Each Party. Each party represents and warrants to the other party
          that (a) such party has full power and authority to execute and
          deliver this Agreement and to perform its obligations hereunder, (b)
          the execution, delivery and performance by such party of this
          Agreement has been duly and validly authorized, and no additional
          authorization or consent is required in connection with the execution,
          delivery and performance by such party of this Agreement and (c) this
          Agreement has been duly executed and delivered by such party and
          constitutes a valid and legally binding obligation of such party,
          enforceable in accordance with its terms.


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     9.3. No Other Warranties. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS
          ARTICLE 9, CHIRON MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE
          DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING
          THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR
          THEIR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD
          PARTIES. ANY REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON OR
          ENTITY, INCLUDING EMPLOYEES OR REPRESENTATIVES OF CHIRON, THAT ARE
          INCONSISTENT HEREWITH, SHALL BE DISREGARDED AND SHALL NOT BE BINDING
          ON CHIRON.

10.  TERM AND TERMINATION.

     10.1. Term. The term of this Agreement shall be seven (7) years from the
          Effective Date, unless sooner terminated pursuant to Section 10.2, and
          shall automatically renew thereafter for consecutive one-year periods,
          unless either party has notified the other in writing, at least two
          (2) years prior to the renewal date, of its intention to terminate the
          Agreement.

     10.2. Termination. This Agreement may be terminated:

          10.2.1. By either party:

               (a)  upon any material breach of this Agreement by the other
                    party; provided, however, that the party alleging such
                    breach must first give the other party written notice
                    thereof, which notice must state the nature of the breach in
                    reasonable detail and that the party giving such notice
                    views such alleged breach as a basis for terminating this
                    Agreement under this Section 10.2.1 (a), and the party
                    receiving such notice must have failed, within sixty (60)
                    days after receipt of such notice, (i) to cure such alleged
                    breach or (ii) to develop and implement a plan reasonably
                    acceptable to the aggrieved party to remedy the breach
                    within a reasonable period of time, or

               (b)  if (i) the other party makes an assignment for the benefit
                    of its creditors or files a voluntary petition under federal
                    or state bankruptcy or insolvency laws, (ii) a receiver or
                    custodian is appointed for all or substantially all of the
                    other party's business, (iii) proceedings are instituted
                    against the other party under federal or state bankruptcy or
                    insolvency laws that have not been stayed or dismissed
                    within sixty (60) days, (iv) all or substantially all of the
                    other party's business or assets become subject to
                    attachment, garnishment or other process or (v) a court or
                    other governmental authority of competent jurisdiction
                    determines that the other party is insolvent, such early
                    termination to be effective immediately upon the occurrence
                    of the applicable event.


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     10.2.2. By Chiron:

          (a)  effective upon written notice to BMPI, that Chiron is in receipt
               of notice from a third party that the manufacture or supply of
               Product infringes a patent or other intellectual property right
               of such party, unless BMPI obtains the consent of such party for
               Chiron to continue to manufacture and supply Product, whether
               such consent is by license or other written agreement, within
               ninety (90) days of the written notice from Chiron of the alleged
               infringement,

          (b)  upon sixty (60) days notice to BMPI, if BMPI fails to use
               commercially reasonable efforts to obtain Product marketing
               approvals from regulatory authorities of the United States,
               Canada and the European Union, unless BMPI demonstrates, within
               such 60-day period, that it is using commercially reasonable
               efforts to obtain such marketing approvals or

          (c)  pursuant to Section 11.l(c).

     10.2.3. By BMPI:

          (a)  effective upon written notice to Chiron, subject to payment of
               the fees specified in A-7,

          (b)  upon 60 days written notice to Chiron that BMPI cannot obtain
               commercially reasonable terms for any third-party license
               required by Chiron to manufacture Product, in which case, no
               compensation shall be payable to Chiron other than amounts due
               and owing under any outstanding Binding Requirements and purchase
               orders,

          (c)  upon written notice to Chiron if Chiron has failed to deliver the
               Binding Requirements of a Purchase Order (as those terms are
               defined in A-6.1(C) - D)) within one hundred twenty (120) days of
               the delivery date requested therein or

          (d)  pursuant to Section 11.2.

10.3. Survival. Expiration or termination of this Agreement for any reason shall
     not release either party from any liability, obligation or agreement that
     has already accrued or preclude either Party from pursuing all rights and
     remedies it may have hereunder at law or in equity with respect to any
     breach of this Agreement prior to such expiration or termination. The
     provisions of Articles 5, 6, 7 and 8, and Sections 2.2, 3.3, 3.4, 4.2, 4.3,
     10.3, 11.3, 13.5, 13.8 and 13.9 shall survive expiration or termination of
     this Agreement.


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11. CHIRON'S OPTION TO SUBCONTRACT, ASSIGN OR TERMINATE.

     11.1. Option. Notwithstanding anything to the contrary stated herein, if
          Chiron decides to sell or otherwise transfer ownership of its
          Vacaville Facility to a third party or to discontinue all manufacture
          of rhPDGF-BB, upon at least six (6) months prior written notice
          ("NOTICE PERIOD") to BMPI, Chiron may (a) subcontract the manufacture
          of Product hereunder to a qualified third-party, (b) assign Chiron's
          rights and obligations hereunder, to a qualified third-party
          manufacturer or (c) terminate this Agreement, subject to Sections 11.2
          and 11.3.

     11.2. Minimum Supply Obligation. Prior to any subcontracting, assignment
          or termination pursuant to Section 11.1, Chiron shall manufacture, for
          supply to BMPI:

               (a) that quantity of Product ordered during the twelve (12) month
               period immediately preceding Chiron's notice multiplied by:

                    (i)  4, if such subcontracting, assignment or termination
                         becomes effective prior to the 6th anniversary of the
                         Effective Date, and

                    (ii) 3, if such subcontracting, assignment or termination
                         becomes effective following the 6th anniversary of the
                         Effective Date

               (with any partial years pro-rated), provided, however, that the
               total quantity of Product to be supplied shall not exceed 1,260
               grams,

               (b) any lesser quantities of Product requested by BMPI (but no
               less than BMPI is required to purchase pursuant to A-6(C)) or

               (c) such other quantities of Product upon which the parties may
               agree, in writing.

          BMPI shall be obligated to purchase from Chiron all Conforming Product
          so ordered, pursuant to the terms hereof, within three (3) years of
          the date of Chiron's notice.

     11.3 Technology Transfer. If Chiron terminates this Agreement pursuant to
          Section 11.1(c), upon request by BMPI, Chiron shall timely transfer
          all Chiron technology required or useful for Product manufacture to a
          qualified third-party manufacturer selected by BMPI, provided that
          such manufacturer agrees in writing to treat all such technology and
          related information as confidential, under terms at least as
          restrictive as those contained herein, and to limit its use of such
          technology to Product manufacture for BMPI. Chiron shall not charge
          BMPI for such services; however, BMPI shall be responsible for all
          third-party charges.


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12.  NOTICES. Any notice to be given hereunder shall be in writing and shall be
     deemed given when so delivered in person, by overnight courier (with
     receipt confirmed) or by facsimile transmission (with receipt confirmed by
     telephone or by automatic transmission report) or, if given by mail, upon
     receipt, as follows (or to such other persons and/or addresses as may be
     specified in writing to the other party hereto):

If to BMPI:                           With a copy to:
BioMimetic Pharmaceuticals, Inc.      BioMimetic Pharmaceuticals, Inc.
330 Mallory Station, Suite A-I        330 Mallory Station, Suite A-I
Franklin, TN 37067                    Franklin, TN 37067
Attention: Chairman and CEO           Attention: Executive Vice President
Facsimile: (615) 844-1281             Facsimile: (615) 844-1281

If to Chiron, to:                     With a Copy to:
Chiron Corporation                    Chiron Corporation
4560 Horton Street                    4560 Horton Street
Emeryville, CA 94608                  Emeryville, CA 94608
Attn: President, BioPharmaceuticals   Attn: General Counsel
Facsimile: (510)923-3832              Facsimile: (510)654-5360

13. MISCELLANEOUS.

     13.1. Force Majeure. Failure or delay by a party in the performance of its
          obligations hereunder shall be excused to the extent that performance
          is rendered impossible by strike, fire, flood, earthquake, windstorm,
          power or utilities shortage, governmental acts, orders or
          restrictions, or any other cause, to the extent that the failure to
          perform is beyond the reasonable control and not caused by the
          negligence or willful misconduct of the non-performing party,
          provided that if such Force Majeure event extends beyond one hundred
          and twenty (120) days, the unaffected party may forthwith terminate
          this Agreement.

     13.2. Independent Contractors. The relationship of BMPI and Chiron
          hereunder is that of independent contractors, and nothing contained
          herein shall be construed (a) to give either party the power to direct
          or control the day-to-day activities of the other, (b) to constitute
          the parties as partners, joint venturers, co-owners or otherwise as
          participates in a joint or common undertaking or (c) to allow a party
          to create or assume any obligation on behalf of the other party for
          any purpose whatsoever.

     13.3. Assignment. Other than as provided in Section 11.1(a), neither party
          may transfer or assign, whether directly or indirectly, this Agreement
          or its rights or obligations herein, without the prior written consent
          of the other party, which consent shall not be unreasonably withheld,
          except that either party may transfer or assign any of its rights and
          obligations hereunder to any Affiliate or to any corporation or a
          person that acquires all or substantially all of the business or
          assets of such party to which this Agreement relates or pursuant to a
          merger or consolidation. Each party shall notify the other promptly
          following any such transfer, assignment, merger or consolidation. Any
          purported assignment in contravention of this Section 13.3. shall, at
          the option of the non-assigning party, be null and void. This
          Agreement shall be binding upon and inure to, the benefit of the
          parties hereto, their successors and permitted assigns.


                                       12-



     13.4. Waiver. No waiver of any term or condition of this Agreement shall be
          valid or binding on either party unless agreed in writing by the party
          to be charged. The failure of either party to enforce at any time any
          of the provisions of the Agreement, or the failure to require at any
          time performance by the other party of any of the provisions of this
          Agreement, shall in no way be construed to be a present or future
          wavier of such provisions, nor in any way affect the validity of
          either party to enforce each and every such provision thereafter.

     13.5. Severability. If any provisions of this Agreement are held to be void
          or unenforceable in any particular country, then such void or
          unenforceable provisions shall be replaced in such country by valid
          and enforceable provisions that will achieve, as far as possible, the
          economic business intensions of the parties. Those provisions not held
          to be void or unenforceable shall remain in full force and effect, to
          the extent consistent with such economic business intensions.

     13.6. Publicity. Except as provided in Section 7.2(e), neither party shall
          disclose this Agreement or any of the terms hereof to any third party,
          whether in writing or orally, without the prior written consent of the
          other party, except that either party may disclose the existence and
          the general subject matter, but not the financial or other terms, of
          this Agreement in any circumstances that such party deems desirable
          from a business standpoint. In addition, either party may make any
          disclosure if but only to the extent such disclosure is, on advice of
          counsel, required by applicable law. The disclosing party shall use
          all commercial reasonable efforts to preserve the confidentiality of
          this Agreement and the terms hereof notwithstanding any such required
          disclosure and shall give the other party as much advance written
          notice of such required disclosure as is reasonably practicable. If
          either party is required to file this Agreement with the Securities
          and Exchange Commission or any other regulatory agency, such party
          shall apply for confidential treatment of this Agreement to the
          fullest extent permitted by law, shall provide the other party a copy
          of the confidential treatment request far enough in advance of its
          filing to give the other party a meaningful opportunity to comment
          thereon, and shall incorporate in such confidential treatment request
          any reasonable comments of the other party.

     13.7. No Implied Rights in Intellectual Property. Except as expressly
          provided herein, neither party shall have any right, title or interest
          in or to any patents, patent applications, know-how (whether or not
          patentable) or other intellectual property rights of the other party,
          including but not limited to rights to the other party's biological
          materials, manufacturing processes or formulations, analytical methods
          or assays.

     13.8. Governing Law. This Agreement and the performance of the parties
          thereunder shall be construed in accordance with and governed by the
          laws of the State of California, as applied to agreements between
          California residents to be performed entirely within California.


                                      13-



     13.9. Dispute Resolution. Except as otherwise provided in Section 3.3. any
          dispute arising under this Agreement shall be submitted for resolution
          to be responsible executive of each party. Such executives shall
          endeavor, diligently and in good faith, to resolve the dispute within
          thirty (30) days. If the dispute has not been resolved by that time,
          either party may pursue its legal remedies.

     13.10. Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original and all of
          which together shall constitute one instrument.

     13.11. Entire Agreement. This Agreement, including the exhibits hereto,
          constitutes the entire agreement of the parties with respect to the
          subject matter hereof, and supersedes all prior or contemporaneous
          understandings or agreements, whether written or oral, between BMPI
          and Chiron with respect to such subject matter. No amendment or
          modification hereof shall be valid or binding upon the parties unless
          made in writing and signed by the duly authorized representatives of
          both parties.

CHIRON CORPORATION                         BIOMIMETIC PHARMACEUTICALS, INC.


By: /s/ Craig Wheeler                      By: /s/ Samuel E. Lynch
    ---------------------------------          ---------------------------------
    Craig Wheeler                              Samuel E. Lynch
    President, BioPharmaceuticals              Chairman and CEO

Date: 7/31/2004                            Date: Aug. 5th, 2004


                                      14-



                                   EXHIBIT- A

                         SERVICES AND ADDITIONAL TERMS

TABLE OF CONTENTS

DEFINITIONS ...............................................................    2

1. SERVICES ...............................................................    3

2. DIVISION OF RESPONSIBILITIES ...........................................    4

3. DOCUMENTATION AND PROCEDURES ...........................................    7

   TABLE 3.2: PROCEDURES ..................................................    8

4. REGULATORY .............................................................    9

5. DELIVERABLES AND SHIPMENT ..............................................   12

   TABLE 5.1: CHIRON DELIVERABLES .........................................   12

6. FORECASTS, PURCHASE ORDERS AND SHIPMENT ................................   13

7. COMPENSATION ...........................................................   14

8. SAMPLE FORMS (DRAFTS) ..................................................   17

   FORM A) CLIENT-INITIATED CHANGE ORDER REQUEST FORM .....................   17
   FORM B) CHANGE ORDER TEMPLATE ..........................................   18
   FORM C) SAMPLE QA LOT DISPOSITION MEMORANDUM ...........................   19
   FORM D) SAMPLE CERTIFICATE OF ANALYSIS .................................   20
   FORM E) SAMPLE CERTIFICATE OF COMPLIANCE ...............................   23
   FORM F) SAMPLE FIFTEEN MONTH ROLLING FORECAST ..........................   24
   FORM G) SAMPLE BMPI PURCHASE ORDER .....................................   25
   FORM H) SAMPLE CHIRON INVOICE ..........................................   26


                                        1



                                  DEFINITIONS

     o    Capitalized terms used herein have the meanings provided in the
          Agreement to which this Exhibit A is attached (the "AGREEMENT"),
          unless otherwise indicated.

     o    The following additional terms are used herein:

--------------------------------------------------------------------------------
ADDITIONAL
SERVICES RATE   Defined in Section 7.6
--------------------------------------------------------------------------------
BMP1            BioMimetic Pharmaceuticals Inc.
--------------------------------------------------------------------------------
BLA             Biologics License Application
--------------------------------------------------------------------------------
BPD(s)          Batch production document(s) - the banks forms used to create
                BPRs.
--------------------------------------------------------------------------------
BPR(s)          Batch production record(s) - BPDs that have been completed
                during batch production.
--------------------------------------------------------------------------------
CFR             Code of Federal Regulations
--------------------------------------------------------------------------------
cGMPs           current Good Manufacturing Practices
--------------------------------------------------------------------------------
CMF             Chiron's licensed biological production facility located at 4560
                Horton Street, Emeryville, California
--------------------------------------------------------------------------------
COA             Certificate of Analysis
--------------------------------------------------------------------------------
COC             Certificate of Compliance
--------------------------------------------------------------------------------
DMF             Drug Master File
--------------------------------------------------------------------------------
HVAC            heating, ventilation, and air conditioning
--------------------------------------------------------------------------------
L               Liter
--------------------------------------------------------------------------------
MAA             Marketing Authorization Application
--------------------------------------------------------------------------------
MPD(s)          Manufacturing production document(s) - the blank forms used to
                create MPRs
--------------------------------------------------------------------------------
MPR(s)          Manufacturing production record(s) relating to components or
                materials not specific to Product (e.g., buffers and column
                packaging).
--------------------------------------------------------------------------------
PMA             Premarket Approval
--------------------------------------------------------------------------------
QA              Quality assurance
--------------------------------------------------------------------------------
QC              Quality Control
--------------------------------------------------------------------------------
SOP(s)          Chiron's approved Standard Operating Procedure(s)
--------------------------------------------------------------------------------
USP             United States Pharmacopoeia
--------------------------------------------------------------------------------
VMF             Chiron's licensed biological production facility located at
                Cessna Drive, Vacaville, California
--------------------------------------------------------------------------------


                                        2



                                   1. SERVICES

1.1 SUMMARY

Chiron will manufacture Product at the Facilities and will supply it to BMPI for
clinical and (following regulatory marketing approval) commercial use in the
United States, Canada and European Union, in the Fields, as follows. **

**

**

1.2 OPERATION STANDARDS

Chiron shall operate its facilities, process equipment, software and programs
such as environmental monitoring, calibration, validation, compliance, cGMP
training and maintenance in accordance with cGMPs, SOPs, BPDs and Chiron's
applicable regulatory licenses.

1.3 CHANGED SERVICES

If BMPI desires services outside the scope of the Agreement, BMPI may submit to
Chiron a change order request, in the form provided in Section 8, below (Form
A). If the request is approved, Chiron shall generate a change order in the form
provided in Section 8 (Form B), detailing the scope of work, deliverables,
schedule impact and cost impact, if any. The change order shall be sent to BMPI
for its concurrence and signature. Once both parties have signed a change order,
services covered thereunder shall be fully subject to the terms of the
Agreement.

                                        3

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



                        2. DIVISION OF RESPONSIBILITIES

2.1 PURPOSE

The purpose of this section is to identify certain responsibilities of each
party. It is not meant to be a complete list of all the activities; other
responsibilities are mentioned elsewhere in this Exhibit A. Not generally
included in this section are responsibilities related solely to the manufacture
of products incorporating Product, following delivery of Product to BMPI,
including without limitation process validation, final release, preparation of
regulatory submissions and the handling of customer complaints and adverse
events with respect to such products. Such responsibilities are beyond the scope
of the Agreement and belong solely to BMPI, except as is otherwise expressly
provided herein.

2.2 RESPONSIBILITIES OF BMPI

A. Quality Assurance

     o    Accept or reject the Deliverables

     o    Conduct periodic audits of Chiron and provide Chiron with a report of
          findings of non-conformities

B. Logistics

     o    Perform shipping validation studies, if necessary

     o    Provide shipping methods and documentation thereof to Chiron

     o    Designate a reputable shipping company to receive Product from
          Chiron for delivery to BMPI, at BMPI's cost

C. Regulatory

     o    Report to Chiron QA and appropriate regulatory authorities, within the
          time limits required by law, rules or regulations for reporting to
          such regulatory authorities, any serious adverse events or complaints
          related to Product manufacture

     o    Report to Chiron as soon as reasonably practicable after learning of
          any inspection by a regulatory authority relating a product containing
          the Product

     o    Advise Chiron Regulatory Affairs within 15 days of filing with
          regulatory authorities any documents relating to a product
          incorporating Product

     o    Conduct annual audits of the Facilities (as provided in Section 6.1 of
          the Agreement).

D. Project Planning/Business

     o    Authorize change orders

     o    Submit rolling forecast to Chiron at the beginning of each month

     o    Provide five-year forecast to Chiron at the beginning of each calendar
          year

E. Medical Affairs

     o    Respond to medical or regulatory questions, non-quality complaints and
          comments, customer complaints and adverse events regarding products
          incorporating Product and receive and maintain records relevant
          thereto, including all complaint and adverse event report files


                                        4



2.3 RESPONSIBILITIES OF CHIRON

A. Quality Control

     o    Perform all Product in-process and release assays

     o    Test raw materials per specifications

     o    Retain reserve samples according to 21 CFR Section 211.170

     o    Maintain raw material retention samples per cGMPs

     o    Conduct stability programs and associated testing for Product

B. Quality Assurance

     o    Review and approve relevant SOPs, MPDs, BPDs and other documents
          associated with the operation of the Facilities for Product-specific
          manufacturing and testing processes

     o    Test and release working cell banks for Product, and generate a COA

     o    Review and approve equipment validation protocols, cleaning validation
          protocols, associated reports and other documents, if necessary

     o    Release all raw materials and supplies

     o    Perform Facility, air and water testing and environmental monitoring

     o    Review all BPRs, deviation reports and appropriate analytical data
          required to produce a COC and a COA for Product before releasing
          Product to BMPI for further processing

     o    Maintain, prior to any batch release, the following documentation:
          BPRs, in-process and final analytical data, Deviation/Out of
          Specification Investigation Records, Chiron release documents and COC

     o    Provide BMPI with Chiron QA release memorandum, COC and COA

     o    Resolve deviations per SOPs

     o    Maintain records necessary to trace specific Product lots

     o    Perform tasks associated with ongoing MPD, BPD and SOP preparation,
          review and approval

     o    Conduct audits of operations per SOPs and Chiron policies

     o    Assist BMPI with investigations relating to customer complaints,
          recalls or withdrawals specific to the manufacture of Product (charged
          at the Additional Services Rate)

C. Validation

     o    Perform Product cleaning validation

     o    Perform ongoing revalidation of equipment and systems used in Product
          manufacture, per SOPs

     o    Conduct change control for Facilities and equipment, per SOPs and
          Chiron policies Perform validations on any Facility or equipment
          changes, per SOPs


                                        5



D. Logistics

     o    Schedule production campaigns and Product shipments

     o    Order, obtain and store all raw materials and supplies

     o    Package Product and other materials, according to agreed shipping
          procedures, and make available to BMPI's designated carrier at the
          Facilities

     o    Arrange for carrier to pick up Product at the Facilities for delivery
          to BMPI.

     o    Submit invoices and supporting documentation to BMPI

E. Manufacturing

     o    Prepare necessary MPDs, BPDs and SOPs

     o    Conduct operations per MPRs, BPRs, SOPs and cGMPs

     o    Manufacture Product, including fermentation, purification and bulk
          packaging

F. Regulatory

     o    Assist BMPI in cross-referencing Chiron's BLA for Product and any
          amendments thereto.

     o    Assist BMPI with international registration documents (charged at the
          Additional Services Rate)

     o    Notify BMPI of any modifications to the Establishment Description or
          other regulatory filing that directly and materially affect the
          Product manufacture or Product

     o    Coordinate and assist with US, European and Canadian Pre-approval
          Inspections (charged at the Additional Services Rate)

     o    Coordinate any routine inspections of the Facilities by regulatory
          authorities.

2.4 JOINT RESPONSIBILITIES

     Participate in record audits requested by BMPI, as provided in Section 6.1
     of the agreement.


                                        6



                        3. DOCUMENTATION AND PROCEDURES

3.1 SUMMARY

If necessary, Chiron will generate and revise its controlled documents such as
BPDs, MPDs and SOPs used to manufacture the Product, in accordance with Chiron's
approved change control procedures. Chiron will generate and maintain a master
document list to manufacture the Product. Chiron may redact any
non-Product-specific information prior to providing documentation to BMPI.

The procedures listed on Table 3.2 are for illustrative purposes only. Table 3.2
is not a comprehensive list of procedures used to make or release the Product.

3.2 DOCUMENT CHANGE PROCEDURE

Chiron, in its sole discretion, will determine whether or not to modify BPDs,
MPDs and/or SOPs to incorporate changes to specifications and procedures
requested by BMPI. Any such modifications will be charged at the Additional
Services Rate. Chiron will notify BMPI prior to implementing any change that
reasonably would be expected to have an impact on the process, procedures,
facilities, equipment, systems, starting materials, ingredients, packaging or
testing materials involved in the production or testing of Product.


                                        7



TABLE 3.2: PROCEDURES

ILLUSTRATIVE ONLY

CHIRON:
--------------------------------------------------------------------------------
PROCEDURE #      TYPE   PROCEDURE TITLE
--------------------------------------------------------------------------------
ANALYTICAL
--------------------------------------------------------------------------------
**
--------------------------------------------------------------------------------
MANUFACTURING
--------------------------------------------------------------------------------
**
--------------------------------------------------------------------------------
GENERAL
--------------------------------------------------------------------------------
**
--------------------------------------------------------------------------------


                                        8


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



                                  4. REGULATORY

4.1 FACILITIES, SYSTEM, VALIDATION AND CLEANING

A.   In accordance with SOPs, Chiron shall be responsible for ongoing
     re-validations of (i) critical Facility systems, **

B.   As a commercially licensed pharmaceutical manufacturer, Chiron is in
     compliance with 21 CFR Section 210 and 211 and operates its Facilities,
     utility systems and process equipment in a fully validated and
     cGMP-compliant manner. Chiron will make any changes to the foregoing that
     are necessary for it to remain in compliance with cGMPs. Chiron shall
     notify BMPI, within ** of receipt, of any notice from a regulatory
     authority, mandating changes(s) that reasonably would be expected to
     directly affect Product.

C.   Equipment in the Facilities, **

4.2 REGULATORY INSPECTIONS

     If a regulatory authority performs an inspection directly related to the
     Product (whether or not directly related to other products or services):

     A.   Chiron shall notify BMPI promptly thereof. Chiron shall be solely
          responsible for coordinating and conducting such inspection, and its
          time spent thereon shall be charged at the Additional Services Rate.
          If the inspection directly relates to the manufacture of multiple
          products, BMPI shall be charged only for that portion of Chiron's
          assistance specific to the Product.

     B.   Chiron will provide BMPI with a copy of any inspectional observations
          received from the regulatory authority (e.g., those contained in a FDA
          Form 483) that are specific to the production or testing of Product,
          within ** of Chiron's receipt thereof, with any proprietary
          information not specific to the production or testing of the Product
          redacted.

     C.   Chiron will be solely responsible for communicating any responses to
          questions or issues raised by the regulatory authority that are
          specific to Chiron's facilities, processes or products (including
          Product). Chiron will notify and consult with BMPI prior to submitting
          any responses to regulatory authorities that are directly related to
          the production or testing of Product.


                                        9


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



4.3 CROSS-REFERENCE RIGHTS

     A.   Each party shall authorize the other to cross-reference its
          manufacturing-related regulatory submissions specific to Product (in
          the case of Chiron) or to products incorporating Product (in the case
          of BMPI), as needed, as well as any other documents necessary to
          comply with regulatory requirements for cross-referencing
          manufacturing processes. (Such authorization shall not include filings
          made by third parties, such as Chiron's marketing partners.) Chiron
          may redact confidential information from these documents that is not
          relevant to Product manufacture.

     B.   BMPI shall have the right to cross-reference, but not to review,
          Chiron's BLA for Product and any amendments thereto, **

          BMPI shall not be entitled to receive copies of any of the foregoing
          documents or portions thereof without the prior written consent of an
          authorized Chiron representative, or to receive toxicology or
          technical reports regarding Product chemistry, manufacturing or
          controls.

     C.   Labelling of products incorporating Product shall not indicate that
          either has been manufactured by Chiron, unless required by regulatory
          authorities.

4.4 ASSISTANCE WITH PRODUCT MARKETING APPROVALS. Upon request by BMPI, Chiron
will assist it with pre-approval inspections and/or new product approvals in the
United States, Canada and the European Union, provided that (a) BMPI shall pay
Chiron for such assistance, at the Additional Services Rate**

                                       10

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



4.5 ENVIRONMENTAL, HEALTH AND SAFETY. Chiron will be responsible for developing,
implementing and following safety procedures for the handling and manufacture of
Product and waste handling procedures for the generation, treatment, storage and
treatment, or disposal of wastes relating thereto. Such procedures will
materially comply with all applicable federal, state and local environmental and
occupational safety and health requirements. Appropriately trained Chiron
Environmental Health and Safety staff will provide sufficient support to Chiron
operations for production of Product. (Chiron may be required to provide
Product-specific information to governmental agencies for the purpose of
obtaining air and water permits. If it is Confidential Information, Chiron shall
comply with Article 7 of the Agreement.)


                                       11



                          5. DELIVERABLES AND SHIPMENT

5.1 DELIVERABLES. Deliveries are described in Table 5.1. During Product
production and storage. Chiron shall operate the Facilities in accordance with
cGMPs. SOPs Product-specific BPDs. Deviations will be resolved in accordance
with applicable SOPs.

TABLE 5.1: CHIRON DELIVERABLES

--------------------------------------------------------------------------------
          CHIRON DELIVERABLE                            COMMENTS
--------------------------------------------------------------------------------
QA Release Memorandum, COC and COA      Within ** business days of receipt of
indicating that the bulk lot has        BMPI's Purchase Order
been reviewed and internally released
to make the Product available for       **
shipping
--------------------------------------------------------------------------------
Product                                 As provided in Section 6.1D(ii), below

                                        **
--------------------------------------------------------------------------------
Shipping Records                        Includes Product name, lot number,
                                        quantity made available for shipment,
                                        carrier tracking number and name, and
                                        date of acceptance by the carrier
--------------------------------------------------------------------------------
Invoice for completed work              Invoice will be sent **
--------------------------------------------------------------------------------

5.2 SHIPMENT: Deliverables will be shipped EXW (Incoterms 2000), Chiron's
Emeryville V-warehouse, at BMPI's risk and cost. Product will be shipped
pursuant to Chiron's currently-approved and validated shipping procedures. If
BMPI desires that Product be shipped pursuant to other procedures, development
and validation of such procedures shall be charged to BMPI at Additional
Services Rate. If BMPI desires to ship the Product outside of the United States
for further processing, BMPI shall be responsible for obtaining and paying for
any necessary permits and tariffs. BMPI shall identify its carrier and account
number sufficiently in advance of the relevant delivery date so that freight
charges may be billed directly to BMPI at the time of delivery of Product to the
carrier.


                                       12


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




                   6. FORECASTS, PURCHASE ORDERS AND SHIPMENT

6.1 FORECASTS

A.   Upon execution of the Agreement, BMPI shall provide Chiron with a
     non-binding, long-term, written forecast of the quantities of Product that
     BMPI will require during each of the following five (5) calendar years.
     BMPI shall update this forecast on or before July 1 of each year
     thereafter, stating its requirements for the shorter of (i) the (5)
     following calendar years or (ii) the remainder of the term of the
     Agreement.

B.   Upon execution of the Agreement, BMPI shall provide Chiron with a rolling,
     15-month, monthly forecast (the "FORECAST") of the number of grams of
     Product that BMPI will require in each month of the 15-month period (the
     "FORECASTED REQUIREMENTS"), and the requested delivery date(s). **

C.   The first six months of the Forecast shall be binding upon BMPI (the
     "BINDING REQUIREMENTS") and may not be changed without Chiron's prior
     written consent. The seventh through ninth months of the Forecast shall be
     binding on BMPI to the extent that BMPI may not increase or decrease the
     monthly requirements for Product by more than **), without Chiron's prior
     written consent.

D.   (i) At least ** days prior to the date on which BMPI would like Product
     delivered, BMPI shall submit to Chiron a binding purchase order covering
     the Binding Requirements and, if desired, any, additional Product ** that
     BMPI would like to receive at that time (each, a "PURCHASE ORDER"). The
     Purchase Order shall specify the requested dates of and locations of
     delivery of the ordered Product. ** Chiron will acknowledge receipt of all
     Purchase Orders received hereunder within ** days.

     (ii) Chiron will fill each properly-submitted Purchase Order, to the extent
     of the Binding Requirement, by the delivery date requested therein or
     another date mutually agreed upon by the parties, in writing. Chiron will
     use commercially reasonable efforts to supply any additional Product
     ordered but does not guarantee that such Product will be supplied. All
     additional Product so supplied will be charged at the price provided in
     Section 7.1, below, plus **.

6.2 MAXIMUM SUPPLY OBLIGATION

Chiron shall be under no obligation to supply BMPI more than ** grams of
Product per year.

6.3 MINIMUM SHELF LIFE

At the time of delivery to BMPI's designated carrier, Product shall have a
remaining shelf life of not less than ** months.


                                       13


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




                                 7. COMPENSATION

7.1  PRODUCT PRICES

A.   2004 Prices. Annual Product Prices will vary depending on the quantity
     ordered during the relavant year, as shown below. Prices for 2004 shall be
     as follows:

Quantity Ordered in 2004   Price
------------------------   -----
**                         ** / gram
**                         ** / gram
**                         ** / gram

These prices shall be adjusted annually, in accordance with Section 7.10, below.

B.   Adjustment for Dosage Changes. **

C.   Items Included in Product Price. Product Price will include:

     **

**

7.2  THIRD PARTY ROYALTIES

BMPI shall pay Chiron for third-party royalties in accordance with its License
Agreements, as provided in Section 4.3 of the Agreement, including the
following:

License                   Royalty
-------                   -------
**                        **
**                        **
**                        **

                                       14

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



7.3  MINIMUM PURCHASE REQUIREMENTS

A.   BMPI shall purchase at least the following quantities of Product (the
     "MINIMUM PURCHASE REQUIREMENTS") during the time periods indicated.

Time Period           Minimum Purchase Requirement
-----------           ----------------------------
2004-2005                          **
2006:                           ** grams
2007 and thereafter          ** grams / year

B.   **

7.4  MILESTONE FEES

Subject to Article 5 of the Agreement, within thirty (30) days of the date of
issuance by the U.S. Food And Drug Administration of the first approval to
market a product containing Product, and each year thereafter for a period of 3
years, BMPI shall pay Chiron a milestone fee of **.

7.5  TRAVEL

BMPI shall pay Chiron for any travel authorized by BMPI, at **.

7.6  ADDITIONAL SERVICES

Subject to Section 7.10, below, BMPI shall pay Chiron for any additional
services approved in writing by BMPI at the rate of **, for service performed by
Chiron, and at **, for services performed by independent contractors (jointly,
the "ADDITIONAL SERVICES RATE").

7.7  PAYMENT TERMS

Prior to receipt of marketing approval in both the United States and the
European Union for the first product incorporating Product, BMPI shall pay
Chiron **, at the time of submission of the relevant Purchase Order to Chiron,
and the remainder within 30 days of receipt of the applicable invoice. Following
receipt of such marketing approval, payments shall be due within 30 days of
BMPI's receipt of the applicable invoice.

                                       15

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



7.9  EARLY TERMINATION FEE

If BMPI terminates the Agreement pursuant to Section 10.2.3(a) thereof, BMPI
shall pay Chiron a non-refundable, non-creditable termination fee **,

7.10 INFLATION ADJUSTMENT

Beginning January 1, 2005, all fees to be paid pursuant to Sections 6.1D (ii),
7.1 and 7.6 shall be adjusted annually by any amount of increase in the United
States Producer Price Index ** during the preceding year.


                                       16

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



                            8. SAMPLE FORMS (DRAFTS)

FORM A) CLIENT-INITIATED CHANGE ORDER REQUEST FORM

Process:

1.   The Change Order Request Form is initiated by the client and sent to Chiron
     Contract Manufacturing Manager to request a change to the scope of the
     Agreement.

2.   Once received, Chiron Business Development analyzes the request and
     generates a change order (See Form 2). The change order is sent to the
     client for approval.

3.   The client accepts or rejects the change order. If accepted, the authorized
     change-order is returned to Chiron Business Development.

Chiron only performs work that is supplied in the Agreement or after a change
order has been executed by both parties.

CHIRON CONTRACT MANUFACTURING CHANGE ORDER REQUEST TO THE COMMERCIAL
MANUFACTURING SUPPLY AGREEMENT DATED 7/28/04
CHANGE ORDER REQUEST ##

--------------------------------------------------------------------------------
REQUESTED CHIRON SERVICES:
--------------------------------------------------------------------------------

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
EXPECTED CHIRON DELIVERABLES:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                TO BE SIGNED BY AN AUTHORIZED BMPI REPRESENTATIVE

___________________________________     ____________________
REQUESTED BY                            DATE

___________________________________
NAME

___________________________________
TITLE



                                       17





FORM B) CHANGE ORDER TEMPLATE

A change order is generated to provide authorization for additional Chiron
services outside of the scope specified in the Agreement. All change orders are
sent to the client for acceptance or rejection. Chiron starts the work detailed
on the change order when a signed copy is returned by the client.

   CHANGE ORDER TO THE COMMERCIAL MANUFACTURING SUPPLY AGREEMENT DATED 7/28/04

SCOPE: (High level scope of services to be performed)   CHANGE ORDER ##

--------------------------------------------------------------------------------
SERVICES                                   FEE
--------------------------------------------------------------------------------

DETAILED LIST OF SERVICES AND ACTIVITIES   CALCULATED IN ACCORDANCE
PERFORMED BY CHIRON                        WITH PROVISIONS OF THE AGREEMENT



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

--------------------------------------------------------------------------------
DELIVERABLES
--------------------------------------------------------------------------------

LIST OF DELIVERABLES PROVIDED TO THE CLIENT BY CHIRON



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

PAYMENT TERMS: Net 30 upon completion of deliverables specified above.

AUTHORIZATION

--------------------------------------------------------------------------------
CHIRON CORPORATION                      BMPI
--------------------------------------------------------------------------------


By:                                     By:
--------------------------------------------------------------------------------

Name:                                   Name:
--------------------------------------------------------------------------------

Title:                                  Title:
--------------------------------------------------------------------------------




                                       18





FORM C) SAMPLE QA LOT DISPOSITION MEMORANDUM
ILLUSTRATIVE ONLY

CHIRON CORPORATION                             Document #: xxxxxx
CONFIDENTIAL                                   Revision #: xxxxxx
QA Standard Operating Procedure                Valid Date: xxxxxx
EMERYVILLE                                          Form 1:1 of 1

                        QUALITY ASSURANCE LOT DISPOSITION

QAD#: __________________

________________________________________________________________________________
Disposition date:
________________________________________________________________________________
Disposition:
________________________________________________________________________________
Product name:
________________________________________________________________________________
Lot number:
________________________________________________________________________________
Product part number:
________________________________________________________________________________
NDC/DIN #:
________________________________________________________________________________
Quantity:
________________________________________________________________________________
Intended use:
________________________________________________________________________________
Size, concentration:
________________________________________________________________________________
Protocol/Study #:
________________________________________________________________________________
Date of manufacture:
________________________________________________________________________________
Expiration date:
________________________________________________________________________________

Comments: ______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Prepared by: __________________________________   Date: ________________________

Checked by: ___________________________________   Date: ________________________

Approved by: __________________________________   Date: ________________________


                                       19




FORM D) SAMPLE CERTIFICATE OF ANALYSIS
ILLUSTRATIVE ONLY

CHIRON CORPORATION                             Document #: xxxxxx
CONFIDENTIAL                                   Revision #: xxxxxx
QA STANDARD OPERATING PROCEDURE                Valid Date: xxxxxx
EMERYVILLE                                              Page: xxx

                            CERTIFICATE OF ANALYSIS

================================================================================
Product name: rhPDGF-BB Bulk Drug Substance   Part number: ____________________

Lot: ______________________________________   Date of manufacture: ____________

================================================================================

================================================================================
                                    QUALITY
--------------------------------------------------------------------------------
TEST/TEST CODE           SPECIFICATION                    RESULT           P/F
--------------------------------------------------------------------------------
**                       **                          _________________   _______


**                       **                          _________________   _______


================================================================================
                                     SAFETY
--------------------------------------------------------------------------------
TEST/TEST CODE           SPECIFICATION                    RESULT           P/F
--------------------------------------------------------------------------------
**                       **                          _________________   _______
                                                          CFU/ml
================================================================================

================================================================================
                                    STRENGTH
--------------------------------------------------------------------------------
TEST/TEST CODE           SPECIFICATION                    RESULT           P/F
--------------------------------------------------------------------------------
**                       **                          _________________   _______
                                                           mg/ml

**                       **                          _________________   _______
                                                             %

================================================================================





                                      20

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



================================================================================
                                     PURITY
--------------------------------------------------------------------------------
TEST/TEST CODE              SPECIFICATION                   RESULT         P/F
--------------------------------------------------------------------------------
**                          **

                            **                          _______________  _______


                            **                          _______________  _______
                                                               %
                            **                          _______________  _______
                                                               %
                            **                          _______________  _______


**                          **                          _______________  _______



**                          **                          _______________  _______
                                                               %

                            **                          _______________  _______
                                                               %

**                          **                          _______________  _______
                                                          % Main Peak

                            **


**                          **                          _______________  _______
                                                                %

                            **                          _______________  _______
                                                                %

                            **                          _______________  _______
                                                                %

                            **                          _______________  _______
                                                                %

================================================================================
                               PURITY (CONTINUED)
--------------------------------------------------------------------------------
TEST/TEST CODE              SPECIFICATION                   RESULT         P/F
--------------------------------------------------------------------------------
**                          **                          _______________  _______
                                                             EU/mg


**                          **                          _______________  _______
                                                             pg/mg


**                          **                          _______________  _______
                                                             ng/mg


**                          **                          _______________  _______
                                                           moles/mole

================================================================================


                                       21


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



================================================================================
                                    IDENTITY
--------------------------------------------------------------------------------
TEST/TEST CODE              SPECIFICATION                    RESULT        P/F
--------------------------------------------------------------------------------
**                          **



                            **                           ______________  _______





                            **                           ______________  _______
                                                             minutes




                            **                           ______________  _______




                            **                           ______________  _______



================================================================================

================================================================================
                           EXCIPIENT/CHEMICAL TESTING
--------------------------------------------------------------------------------
TEST/TEST CODE              SPECIFICATION                    RESULT        P/F
--------------------------------------------------------------------------------
**                          **
                                                         ______________  _______

================================================================================

Prepared by:                                             Date:
             ------------------------------------------        -----------------

QC Testing Disposition:
                        -------------------------------

By:                                                      Date:
    ---------------------------------------------------        -----------------

QA Lot Release:
                ---------------------------------------

By:                                                      Date:
    ---------------------------------------------------        -----------------




                                       22


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




FORM E) SAMPLE CERTIFICATE OF COMPLIANCE
ILLUSTRATIVE ONLY



                             CHIRON CORPORATION MEMO
                                  CONFIDENTIAL

Date:    xx/xx/xx

To:      BMPI QA

From:    Chiron QA

Subject: CERTIFICATE OF COMPLIANCE FOR THE PRODUCT LOT NUMBER XXXXX

The Product lot XXXXX was manufactured in compliance with FDA cGMP regulations,
Code of Federal Regulations 21 and Chiron's internal specifications and
standards.

The batch production records, applicable Quality Control testing data and
environmental data have been reviewed and found acceptable for this lot.

All discrepancies have been noted, completed and appropriate documentation filed
with Quality Assurance.

The following requested information is also provided for this lot:

Part Number:        XXXX-XXX

Lot Number          XXXXX

Batch Size          XXX

Manufacturing Date: XX/XX/XX



                                       23





Form F) SAMPLE FIFTEEN MONTH ROLLING FORECAST
ILLUSTRATIVE ONLY


**

                                       24


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




FORM G) SAMPLE BMPI PURCHASE ORDER
ILLUSTRATIVE ONLY



PURCHASE ORDER #1                               DATE 8/15/05

VENDOR:                                         SEND INVOICE TO:

Chiron Corporation                              BioMimetic Pharmaceuticals, Inc.
Wire Transfer Only                              330 Mallory Station. Suite A-l

Attention: Manufacturing Business Development   Franklin, TN 37067
4560 Horton Street                              Phone: (615) 844-1280
Emeryville, CA 94608                            Fax:   (615) 844-1281

                                                SHIP TO:
                                                Same as Address above

DESCRIPTION     QTY   UNIT   DOCK DATE   UNIT PRICE   EXT. AMOUNT
-----------     ---   ----   ---------   ----------   -----------
**              **    **     **          **           **

PAYMENT TERMS:

**



NOTES:

Delivery in accordance with the terms specified in the Commercial Manufacturing
Supply Agreement dated 7/28/04.


AUTHORIZED BMPI SIGNATURE


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



                                       25


**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.




FORM H) SAMPLE CHIRON INVOICE
ILLUSTRATIVE ONLY


**


                                      26

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



                                    EXHIBIT B

                       LOAN OPTION AND CONVERSION RIGHTS

1.1  CERTAIN DEFINITIONS. For purposes of this Exhibit B, the additional
     definitions shall apply. (References herein following "Section" shall be to
     sections of this Exhibit B.

     1.1.1 "Accrual Date" has the meaning given in Section 1.2.1, below.

     1.1.2 "Board" means BMPI's board of Directors.

     1.1.3 "Change in Control" means a change in the beneficial ownership of
          BMPI's voting stock or a change in the composition of the Board that
          occurs when:

               (a) any "person" (as such term is used in Sections 13(d) and
               14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
               beneficial owner, directly or indirectly, of stock of the BMPI
               representing fifty-one percent (51%) or more of the total voting
               power of BMPI's then-outstanding stock (other than any
               shareholder as of the date hereof);

               (b) BMPI's shareholders approve a plan of merger, or liquidation
               of BMPI or an agreement for the sale, lease or other transfer by
               BMPI of all or substantially all of BMPI's assets (or any
               transaction having similar effect); or

               (c) individuals who were the Board's nominees for election as
               Board members immediately prior to a meeting of the shareholders
               of BMPI involving a contest for the election of Board members, do
               not constitute a majority of the Board following the election.

          Notwithstanding the foregoing, a "Change of Control" shall not occur
          as a result of any public or private offering or series of public or
          private offerings of the capital stock of BMPI, in connection with a
          financing transaction, or any distribution, spin-off or other transfer
          to BMPI's shareholders of the capital stock of BMPI.

     1.1.4 "Fair Market Value" means (a) the average of the closing bid and
          asked prices of BMPI Registered Shares, as quoted in the
          over-the-counter market summary or the last reported sale price of the
          stock, or (b) the closing sale price quoted on the public securities
          exchange on which the stock is listed, whichever is applicable.

     1.1.5 "IPO" has the meaning given in Section 1.2.2.

     1.1.6 "Maturity Date" has the meaning given in Section 1.2.2.

     1.1.7 "Milestone Equivalent" has the meaning given in Section 1.2.1.

     1.1.8 "Note" has the meaning given in Section 1.2.


                                        1



     1.1.9 "Registered Shares" means shares of common stock that have been
          registered under the Securities Act of 1933, as amended, and that are
          freely tradable.

1.2  LOAN OPTION. Within fifteen (15) days following the Approval Date, BMPI may
     irrevocably elect to receive credit against the first three milestone
     payments referred to in Section 4.4 of the Agreement (but not the 4th
     payment, which shall remain due and payable in accordance therewith), in
     exchange for the issuance of a secured promissory note to Chiron in the sum
     of ** (the "NOTE"). The Note shall be issued on the following terms and
     conditions, in addition to those customarily contained in promissory notes
     of a similar nature.

     1.2.1 Security for the Note shall be a lien on all assets of BMPI, with
          priority over all other obligations of BMPI. Annual interest at the
          lesser of Twelve Percent (12%) or the maximum rate allowed by law,
          compounded semi-annually, shall accrue on each of the three principal
          amounts shown below (each, a "MILESTONE EQUIVALENT"), beginning on the
          date described in the left column (each an "ACCRUAL DATE") and
          continuing until such principal amount has been paid in full.

Accrual Date                          Principal Accruing Interest
------------                          ---------------------------
Date of the Note                      ** ("1ST MILESTONE EQUIVALENT")
1st Anniversary of Date of the Note   ** ("2ND MILESTONE EQUIVALENT")
2nd Anniversary of Date of the Note   ** ("3RD MILESTONE EQUIVALENT")

     1.2.2 Payment of all principal and accrued interest owing on the Note
          shall be due upon the earlier of (a) thirty-seven (37) months
          following the Approval Date (the "MATURITY DATE"), (b) an initial
          public offering of shares of BMPI common stock (an "IPO"), (c) a
          Change in Control or (d) a material breach of this Agreement by BMPI.
          (In the event of a Change in Control, BMPI's successor shall pay to
          Chiron, in addition to the foregoing, a supplement of 20% of any and
          all principal then owing on the Note.)

     1.2.3 BMPI may make payment(s) on the Note prior to the Maturity Date, in
          which case, each payment shall be credited first to accrued interest,
          second to the 1st Milestone Equivalent, third to the 2nd Milestone
          Equivalent and last to the 3rd Milestone Equivalent.

     1.2.4 Not later than two (2) weeks following BMPI's election to receive
          credit pursuant to Section 1.2, BMPI shall amend its May 19, 2003
          Amended And Restated Information And Registration Rights Agreement
          with Burrill BioTechnology Capital Fund, L.P., et al., to be effective
          no later than the date of such election, to include Chiron as a party
          thereto and to define Chiron as an "Investor" and the Note as
          "Convertible Securities," as those terms are defined therein.

                                        2

**   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.



1.3  CONVERSION RIGHTS.

     1.3.1 Either party may elect at any time, by written notice to the other
          party, to have all or part of the sum of those unpaid Milestone
          Equivalents on which interest has begun to accrue, convert to
          Registered Shares of BMPI, effective on the later of (a) the date of
          the IPO or (b) the date of the notice of election to convert. The
          number of Registered Shares received pursuant to such conversion shall
          be equal to (A + B)/P, where:

               A = the sum of all Milestone Equivalents to be converted, plus
               20%,

               B = the sum of all unpaid interest accrued on the Note, as of
               conversion date, and

               P = (i) the opening price of one such share on the date of the
               IPO, if the conversion is effective on the IPO date, or (ii) the
               Fair Market Value of one such share on the date of the notice of
               election to convert, if the conversion is effective following the
               IPO date.

     1.3.2 BMPI shall notify Chiron, in writing, at least forty-five (45) but
          not more than ninety (90) days prior to the anticipated date of the
          filing with the relevant securities regulatory authority of a
          registration statement associated with an IPO.


                                        3