EXHIBIT 10(u)

     Written description of employment agreement between the Registrant and
                            Michael P. Kelty, Ph.D.





At its meeting in September 2001, the Compensation and Organization Committee of
the Board of Directors of the Company agreed to certain employment, severance
and change in control agreements relating to Michael P. Kelty, Ph.D., Vice
Chairman and Executive Vice President of the Company. Dr. Kelty's annual salary
was increased to $350,000 effective October 1, 2001; his target bonus remained
at 50%. It was also agreed that he continue to be entitled to participate in the
various benefit programs available to senior executive officers of the Company.
If Dr. Kelty's employment is terminated within 18 months following a change in
control of the Company (as defined in the Company's 1996 Stock Option Plan), Dr.
Kelty will be entitled to receive a lump sum payment equal to two times his base
salary plus two times his target incentive. If Dr. Kelty's employment is
terminated other than as a result of a change in control and other than for
cause, he will be entitled to receive two times his base salary in effect at the
date of termination in a lump sum within 90 days after termination. As of
December 14, 2001, these agreements had not been reduced to writing.