Consulting Agreement - Versicor Inc. and David V. Milligan


                         CONSULTING AGREEMENT

     This Consulting Agreement ("AGREEMENT"), effective as of January 1, 
1997, is between VERSICOR INC. ("VERSICOR"), a Delaware corporation having 
its principal office at 111 Locke Drive, Marlborough, Massachusetts 01752, 
and David V. Milligan, Ph.D. ("CONSULTANT").

     WHEREAS, VERSICOR wishes to engage the services of the CONSULTANT in the
area of anti-infective drug discovery ("FIELD"); and,

     WHEREAS, the CONSULTANT wishes to provide consulting services to 
VERSICOR on the terms herewith set forth;

     THEREFORE, VERSICOR and CONSULTANT agree that:

1.   TERM

     The term of this AGREEMENT shall be until December 31, 1997, commencing 
on January 1, 1997, unless sooner terminated in accordance with the 
provisions of Section 9. It may be extended for additional periods of time as 
agreed by the mutual consent of VERSICOR and CONSULTANT.

2.   SERVICES

     During the term of this AGREEMENT, CONSULTANT agrees to diligently and 
conscientiously use his best efforts to discharge projects in the FIELD as may 
be reasonably requested from time to time by VERSICOR. Responsibilities of 
CONSULTANT include providing such advice and information relating to the 
FIELD as VERSICOR may reasonably request from time to time, and communicating 
with various third parties on behalf of VERSICOR on matters related to the 
FIELD. During the term of this AGREEMENT, CONSULTANT shall not take part in 
any activity in the FIELD which is a conflict of interest with his activities 
on behalf of VERSICOR, and he shall not assist any other person or 
organization that competes, or intends to compete with VERSICOR in this 
FIELD. Notwithstanding the provisions of this Section 2, nothing in this 
AGREEMENT shall preclude CONSULTANT from providing consulting services to any 
other person or entity for such projects which are not within the FIELD. It 
is understood that provision of these services would not preclude 
CONSULTANT'S full time employment by another, non-competing, organization 
(e.g. as CEO or senior officer).

3.   COMPENSATION

     VERSICOR shall pay CONSULTANT at the rate of US$8,333.33 per month 
VERSICOR shall also reimburse CONSULTANT for all travel, office and related 
expenses reasonably incurred in connection with the performance of duties as 
a consultant to VERSICOR.

                                       1


     In a monthly invoice, CONSULTANT shall document the time spent and 
expenses incurred in connection with providing consulting service to 
VERSICOR. VERSICOR shall pay such invoice within thirty (30) days of its 
receipt.

     The CONSULTANT shall not be entitled to any benefits, coverages, or 
privileges, including, without limitation, social security, unemployment, 
workers' compensation, medical or pension payments, or holiday/vacation pay 
or other such benefits made available to employees of VERSICOR.

4.   INDEPENDENT CONTRACTOR

     CONSULTANT shall be considered to be an independent contractor and not 
an agent or employee of VERSICOR and has no authority to bind VERSICOR.

5.   RECORDS AND REPORTS

     CONSULTANT agrees to keep records, in such form as the parties may 
agree, to make reports in writing to VERSICOR at VERSICOR's reasonable 
request and to deliver to VERSICOR upon termination of the AGREEMENT or at 
any other time upon request by VERSICOR all records, files, memoranda, notes, 
designs, data, reports, drawings, plans, software, software documentation, 
sketches, laboratory and research notebooks and other documents (and all 
copies or reproductions of such materials) relating to the business of 
VERSICOR. Such written records shall be available to and remain the sole 
property of VERSICOR.

6.   REPRESENTATIONS AND WARRANTEES

     CONSULTANT represents and warrants that CONSULTANT is free to enter into 
this AGREEMENT and perform the consulting services provided for in this 
AGREEMENT. CONSULTANT agrees that all information CONSULTANT discloses to 
VERSICOR shall be received by VERSICOR without further obligation to 
CONSULTANT than as provided herein. CONSULTANT also represents that, except 
as he has disclosed in writing to VERSICOR, he is not bound by the terms of 
any agreement with any previous employer or other party to refrain from using 
or disclosing any trade secret or confidential or proprietary information in 
the course of his performance of services under this AGREEMENT or to refrain 
from competing, directly or indirectly, with the business of such previous 
employer or any other party.

CONSULTANT further represents that his performance of all the terms of this 
AGREEMENT does not and will not breach any agreement to keep in confidence 
proprietary information, knowledge or data acquired by him in confidence or 
in trust prior to the commencement of this AGREEMENT, and he will not 
disclose to VERSICOR or induce VERSICOR to use any confidential or 
proprietary information or material belonging to any previous employer or 
others.

                                       2



         If CONSULTANT is aware of circumstances under which VERSICOR may not 
be free to use CONSULTANT's  information without liability of any kind, or 
the use of which by VERSICOR would result in a possible infringement of one 
or more unexpired patents or other proprietary rights known to CONSULTANT, 
then CONSULTANT agrees to disclose such circumstances to VERSICOR and, upon 
disclosure of such circumstance, CONSULTANT shall be under no obligation to 
disclose further related information to VERSICOR.

7.       NON-DISCLOSURE AND OTHER RESTRICTIONS

         While serving as a CONSULTANT to VERSICOR, CONSULTANT may obtain 
knowledge or private information belonging to, or possessed or used by, 
VERSICOR and its business. This knowledge or information (the "PROPRIETARY 
INFORMATION") may include, but is not limited to, knowledge or information in 
the form of proprietary, confidential or trade secret processes, plans, 
materials, formulas, and the like relating to VERSICOR's business, products 
and other activities.

         CONSULTANT agrees to treat such knowledge or information as 
confidential.

         CONSULTANT agrees that he will not, without the prior written 
consent of VERSICOR, at any time during the term of this AGREEMENT or 
extensions thereof as provided in Section 1, and for a period of five (5) 
years after termination of this AGREEMENT, directly or indirectly reveal, 
furnish or make known to any person or use for CONSULTANT'S benefit or the 
benefit of others any PROPRIETARY INFORMATION of VERSICOR, disclosed to, 
learned of, developed, or otherwise acquired by CONSULTANT while performing 
services for VERSICOR. CONSULTANT is permitted to disclose the information 
obtained under the terms of this AGREEMENT to third parties only on a 
need-to-know basis related to the performance of work under this AGREEMENT, 
provided that VERSICOR has approved the disclosure in advance, and only if 
such persons are bound to protect the confidentiality of such information to 
the same extent as the CONSULTANT pursuant to this AGREEMENT.

         This obligation is specifically qualified and limited by the 
understanding that CONSULTANT will not have any obligation or liability of 
any kind with respect to any PROPRIETARY INFORMATION which:

         (a)   is generally known to the public at the time of disclosure or 
               becomes generally known through no wrongful act on the part of 
               the CONSULTANT;

         (b)   becomes known to the CONSULTANT through disclosure by sources 
               other than VERSICOR having the legal right to disclose such 
               PROPRIETARY INFORMATION;

         (c)   has been independently developed by the CONSULTANT without 
               reference to or use of the PROPRIETARY INFORMATION; or



                                      3





         (d)   is required to be disclosed by the CONSULTANT to comply with 
               applicable laws or governmental regulations, PROVIDED THAT the 
               CONSULTANT provides prior written notice of such disclosure to 
               VERSICOR and takes reasonable and lawful actions to avoid 
               and/or minimize the extent of such disclosure.

8.       INTELLECTUAL PROPERTY

         CONSULTANT agrees that all inventions, data, works, discoveries, 
designs, technology and improvements, (whether or not protectable by a patent 
or a copyright) ("INVENTIONS") related to the business of the VERSICOR, which 
are conceived of, made, reduced to practice, created, written, designed or 
developed, authored or made by CONSULTANT, alone or in combination with 
others, in the course of the performance of services under this AGREEMENT, 
shall be the sole and exclusive property of VERSICOR. The inventions are to 
be promptly reported to VERSICOR but otherwise maintained in confidence by 
CONSULTANT. All works authored by the CONSULTANT under this Agreement shall 
be deemed "works made for hire" to the extent permitted by the copyright law.

         CONSULTANT hereby assigns to VERSICOR all INVENTIONS and any and all 
related patents, copyrights, trademarks, trade names, and other industrial and 
intellectual property rights and applications therefor, in the United States 
and elsewhere, and appoints any officer of VERSICOR as his duly authorized 
agent to execute, file, prosecute and protect the same before any government 
agency, court or authority.

         CONSULTANT agrees to cooperate fully with VERSICOR and its nominees 
to obtain patents or register copyrights in any and all countries for these 
INVENTIONS, and to execute all papers for use in applying for and obtaining 
such protection thereon as VERSICOR may desire, together with assignments 
thereof to confirm VERSICOR's ownership thereof, all at VERSICOR's expense.

         No rights are hereby given to VERSICOR in any inventions conceived 
and evidenced in an invention record or disclosure, or under any patents or 
patent applications that CONSULTANT may own prior to the effective date of 
this AGREEMENT or may subsequently acquire which do not arise out of the work 
performed by CONSULTANT during the term of this AGREEMENT.

9.       TERMINATION

         VERSICOR or CONSULTANT may terminate this AGREEMENT upon fourteen 
(14) days written notice to other party. Such termination will be without 
prejudice to any right or remedy either VERSICOR or CONSULTANT might have as 
a result of this AGREEMENT or due to a failure of the other to perform its 
obligations under this AGREEMENT.



                                      4




     If this AGREEMENT is terminated by VERSICOR, CONSULTANT shall be entitled 
to full payment for all expenses already incurred and for performance of 
consulting services prior to the date of termination, for which VERSICOR is 
obligated to pay as described in Section 3 of this AGREEMENT, subject to the 
limitations on reimbursement of expenses paid or incurred prior to the 
effective date of termination. Such payments shall constitute full settlement
of any and all claims of CONSULTANT of every description against VERSICOR. 
Notwithstanding the foregoing, VERSICOR may terminate this AGREEMENT, effective 
immediately upon receipt of written notice, if CONSULTANT breaches or threatens 
to breach any provision of this AGREEMENT.

10.  NOTICES

     Notices, and other communications required to be given hereunder shall be 
effective when sent by either party by registered or certified mail to the 
other party at the address set forth below or to such other address as one party
may from time-to-time designate by written notice to the other.

     ------------------------              ------------------------
     Versicor Inc.                         David V. Milligan, Ph.D.
     111 Locke Drive                       801 Interlaken Lane
     Marlborough, MA 01752                 Libertyville, IL 60048
     Phone: (508) 481-6700                 Phone: (847) 367-0895
     Fax: (508) 460-9765                   Fax: (847) 367-1342

     Invoices are to be sent directly to:

     ACCOUNTS PAYABLE
     Versicor Inc.
     111 Locke Drive
     Marlborough, MA 01752

Invoices must be submitted with full letterhead information. They must be 
signed, and clearly marked as an "INVOICE." If appropriate, invoices should also
reference either a protocol or purchase order number.

11.  IMPOSSIBILITY OF PERFORMANCE

     Neither of the parties hereto shall be liable in damages for any delay or 
default which is caused by conditions beyond its control, including but not 
limited to Acts of God, governmental restrictions, continuing domestic or 
international problems such as war or insurrections, strikes, fires, floods, 
work stoppages, embargoes, and/or lack of materials; provided however that any 
party hereto shall have the right to terminate this AGREEMENT if the other party
is unable to fulfill its obligations hereunder due to any of the above-mentioned
causes.


                                       5


12.  SEPARABILITY AND WAIVER

     If any of the terms, provisions, or conditions of this AGREEMENT or the 
application thereof to any circumstances shall be ruled invalid or 
unenforceable, the validity or enforceability of the remainder of this AGREEMENT
shall not be affected thereby, and each of the other terms, provisions, and 
conditions of this AGREEMENT shall be valid and enforceable to the fullest 
extent permitted by law.

     A waiver or consent regarding any term, provision, or condition of this 
AGREEMENT given by VERSICOR on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any 
other occasion.

13.  AMENDMENT

     This AGREEMENT may be amended or modified only by a written instrument 
executed by both VERSICOR and CONSULTANT.

14.  SUCCESSORS AND ASSIGNS

     This AGREEMENT shall be binding upon, and inure to the benefit of, both 
parties and their respective successors and assigns, including any 
corporation with which, or into which, VERSICOR may be merged or which may 
succeed to its assets or business, provided, however, that the obligations of 
CONSULTANT are personal and shall not be assigned by CONSULTANT.

15.  ENTIRE AGREEMENT

     This AGREEMENT constitutes the entire agreement between the parties and 
supersedes all prior agreements and understandings, whether written or oral, 
relating to the subject matter of this AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this six (6) page 
AGREEMENT to be executed in duplicate.

VERSICOR INC.                          CONSULTANT

By: /s/ Timothy J. Barberich           By: /s/ David V. Milligan
    ------------------------               ---------------------
Name:                                  Name: David V. Milligan
     -----------------------                 -------------------
Title: Director                        Title: --
      ----------------------                 -------------------
Date: 1-16-97                          Date: 2-11-97
      ----------------------                  -------------------


                                       6