<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)
[X]               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1997

                                       OR

[ ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from ____ to ____

Commission file number: 0-19311


                        IDEC PHARMACEUTICALS CORPORATION
             (Exact name of registrant as specified in its charter)


Delaware                                                           33-0112644
- -------------------------------                           --------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification No.)


                    11011 Torreyana Road, San Diego, CA 92121
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (619) 550-8500
                              ---------------------
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of October 31, 1997, the Registrant had 19,092,493 shares of its common
stock, $.001 par value, issued and outstanding.





<PAGE>   2


                        IDEC PHARMACEUTICALS CORPORATION

                          FORM 10-Q -- QUARTERLY REPORT
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

PART I.        FINANCIAL INFORMATION

<S>                                                                                                         <C>

Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets -- September 30, 1997 and December 31, 1996 ..................1
         Condensed Consolidated Statements of Operations -- Three months ended September 30, 1997 and
             1996 and nine months ended September 30, 1997 and 1996 .........................................2
         Condensed Consolidated Statements of Cash Flows -- Nine months ended September 30, 1997 and
             1996 ...........................................................................................3
         Notes to Condensed Consolidated Financial Statements ...............................................4


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ..............6

         Risk Factors .......................................................................................9


PART II        OTHER INFORMATION


Item 1.  Legal Proceedings .................................................................................15


Item 2.  Changes in Securities .............................................................................15


Item 3.  Defaults upon Senior Securities ...................................................................15


Item 4.  Submission of Matters to a Vote of Security Holders ...............................................15


Item 5.  Other Information .................................................................................15


Item 6.  Exhibits and Reports on Form 8-K ..................................................................15

</TABLE>







<PAGE>   3



                                PART I -- FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS.


IDEC PHARMACEUTICALS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>

                                                             September 30,       December 31,
                                                                1997                 1996
                                                             ----------          -----------
                                                            (unaudited)
<S>                                                         <C>                 <C> 
ASSETS
Current assets:
  Cash and cash equivalents                                   $   7,389           $  25,337
  Securities available-for-sale                                  41,033              53,390
  Current portion of note receivable                                672                 804
  Contract research revenue receivables                           3,549               3,635
  Due from related party                                          6,790               1,532
  Inventories                                                     6,917               4,384
  Prepaid expenses and other current assets                       1,473               2,533
                                                              ---------           ---------
        Total current assets                                     67,823              91,615

Property and equipment, net                                      23,310              21,453
Note receivable, less current portion                              --                   445
Investment and other assets                                       3,365                 316
                                                              ---------           ---------
                                                              $  94,498           $ 113,829
                                                              =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of notes payable                            $   4,520           $   3,830
  Accounts payable                                                  915               3,106
  Due to related party, current                                     800                 800
  Accrued expenses and other liabilities                          8,017               5,951
  Deferred revenue                                                1,804                --
                                                              ---------           ---------
        Total current liabilities                                16,056              13,687
Notes payable, less current portion                               4,374               5,015

Other long-term liabilities                                       1,889               1,513
Due to related party, noncurrent                                  1,000               1,000

Stockholders' equity:
  Convertible preferred stock, $.001 par value                     --                  --
  Common stock, $.001 par value                                      19                  18
  Additional paid-in capital                                    178,767             176,448
  Unrealized losses on securities available-for-sale               (113)                (37)
  Accumulated deficit                                          (107,494)            (83,815)
                                                              ---------           ---------
        Total stockholders' equity                               71,179              92,614
                                                              ---------           ---------
                                                              $  94,498           $ 113,829
                                                              =========           =========
</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                        1



<PAGE>   4



IDEC PHARMACEUTICALS CORPORATION AND SUBSIDIARY 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(In thousands, except per share data)
(unaudited)


<TABLE>
<CAPTION>

                                                       Three months                 Nine months
                                                    ended September 30,         ended September 30,
                                                 -----------------------      -----------------------
                                                    1997           1996           1997           1996
                                                --------       --------       --------       --------
<S>                                             <C>           <C>             <C>           <C>
Revenues:
  Revenue from unconsolidated joint business    $  2,332       $   --         $  4,210       $   --
  Contract research revenues                       2,595          2,902          7,783          8,902
  License fees                                     1,500           --            6,500          9,500
  Sales                                             --             --             --            1,505
                                                --------       --------       --------       --------
                                                   6,427          2,902         18,493         19,907

Operating expenses:
  Manufacturing expenses                           5,261           --           10,475          1,384
  Research and development                         7,988          6,292         25,754         19,011
  Selling, general and administrative              3,477          1,844          8,183          5,305
                                                --------       --------       --------       --------
                                                  16,726          8,136         44,412         25,700
                                                --------       --------       --------       --------
    Loss from operations                         (10,299)        (5,234)       (25,919)        (5,793)

Interest income (expense), net                       723            730          2,240           (354)
                                                --------       --------       --------       --------

Net loss                                        $ (9,576)      $ (4,504)      $(23,679)      $ (6,147)
                                                ========       ========       ========       ========

Net loss per share common share                 $  (0.51)      $  (0.26)      $  (1.27)      $  (0.38)
                                                ========       ========       ========       ========

Shares used in computing net loss
  per common share                                18,875         17,528         18,601         16,127
                                                ========       ========       ========       ========
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                        2



<PAGE>   5


IDEC PHARMACEUTICALS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

<TABLE>
<CAPTION>

                                                                         Nine months ended
                                                                           September 30,
                                                                    -------------------------
                                                                       1997            1996
                                                                    --------         --------
<S>                                                                <C>              <C>
Cash flows from operating activities:
         Net cash used in operating activities                      $(25,146)        $ (5,926)
                                                                    --------         --------

Cash flows from investing activities:
    Purchase of property and equipment                                (4,729)          (1,993)
    Investment in Cytokine Networks, Inc.                             (3,000)            --
    Purchase of securities available-for-sale                        (27,141)         (31,324)
    Sales and maturities of securities available-for-sale             39,434           14,274
                                                                    --------         --------
         Net cash provided by (used in) investing activities           4,564          (19,043)
                                                                    --------         --------

Cash flows from financing activities:
    Proceeds from issuance of common stock                             2,585           47,513
    Proceeds from issuance of preferred stock                           --             12,500
    Proceeds from notes payable                                        3,003            1,790
    Payments on notes payable                                         (2,954)          (2,557)
                                                                    --------         --------
         Net cash provided by financing activities                     2,634           59,246
                                                                    --------         --------

Net increase (decrease) in cash and cash equivalents                 (17,948)          34,277
Cash and cash equivalents, beginning of period                        25,337           18,828
                                                                    --------         --------
Cash and cash equivalents, end of period                            $  7,389         $ 53,105
                                                                    ========         ========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



                                        3



<PAGE>   6


IDEC PHARMACEUTICALS CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation 
    The information at September 30, 1997, and for the three and nine month
periods ended September 30, 1997 and 1996, is unaudited. In the opinion of
management, these condensed consolidated financial statements include all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of results for the interim periods presented. Interim results are
not necessarily indicative of results for a full year. These financial
statements should be read in conjunction with IDEC Pharmaceuticals(R)
Corporation's (the "Company") Annual Report to Shareholders incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, which was filed with the United States Securities and
Exchange Commission on March 31, 1997.

New Accounting Standard
    On March 3, 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 "Earnings per Share" ("Statement No.
128"). Statement No. 128 supersedes Accounting Principles Board Opinion No. 15
("APB No. 15") and replaces "primary" and "fully diluted" earnings per share
("EPS") under APB No. 15 with "basic" and "diluted" EPS. Unlike primary EPS,
basic EPS excludes the dilutive effects of options, warrants and other
convertible securities. Diluted EPS reflects the potential dilution of
securities that could share in the earnings of an entity, similar to fully
diluted EPS. Statement No. 128 is effective for years ending after December 15,
1997. The Company is currently evaluating the impact of the implementation of
Statement No. 128.

Reclassification
   The prior year balances in preferred stock, common stock and additional
paid-in capital have been reclassified to effect the change in par value to
$.001 per share resulting from stockholder approval on May 22, 1997, of a change
in the state of incorporation of the Company from the State of California to the
State of Delaware.

NOTE 2. RELATED PARTY ARRANGEMENTS

   In March 1995, the Company and Genentech, Inc. ("Genentech") entered into a
collaborative agreement for the clinical development and commercialization of
the Company's anti-CD20 monoclonal antibody, Rituxan(TM) (formerly IDEC-C2B8),
for the treatment of non-Hodgkin's B-cell lymphomas. Concurrent with the
collaborative agreement, the Company and Genentech also entered into an
expression technology license agreement for a proprietary gene expression
technology developed by the Company and a preferred stock purchase agreement
providing for certain equity investments in the Company by Genentech. Under the
terms of these agreements, the Company may receive payments totaling
$57,000,000, subject to the attainment of certain milestone events. Genentech
may terminate this agreement for any reason. For the nine months ended September
30, 1997, the Company recognized $1,500,000, in license fees under these
agreements.

    In addition, the Company and Genentech will co-promote Rituxan in the United
States under a joint business arrangement, with the Company receiving a share of
the profits. Additionally, the Company has an obligation to supply Rituxan for
the first two years after regulatory approval of Rituxan with an option to
continue supplying Rituxan thereafter. Included in inventories at September 30,
1997, is $3,002,000 in finished goods inventory that will be sold to Genentech.
Included in revenue from unconsolidated joint business for the three and nine
months ended September 30, 1997 is $2,332,000 and $4,210,000, respectively, for
bulk Rituxan sold to Genentech.

   Under the terms of separate agreements with Genentech, commercialization of
Rituxan outside the United States will be the responsibility of F. Hoffmann-La
Roche Ltd, except in Japan where Zenyaku Kogyo Co., Ltd. ("Zenyaku") will be
responsible for development, marketing and sales. The Company will receive
royalties on sales outside the U.S. and Canada. Additionally, the Company will
receive royalties on sales of any Genentech products manufactured using the
Company's proprietary gene expression system.


                                       4


<PAGE>   7


IDEC PHARMACEUTICALS CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3. STOCKHOLDERS EQUITY

    In September 1997, the Company entered into an agreement with a financial
institution under which the Company purchased in a private transaction a capped
call option, exercisable only at maturity, representing the Company's right to
purchase from the financial institution up to 600,000 shares of the Company's
common stock. The Company has the right to settle the capped call option with
cash or stock. The capped call option which the Company purchased is expected to
be settled, if exercised, with cash paid to the Company in an amount equal to
the difference between the strike price and the market price, subject to caps
which will limit the total amount of cash the Company could receive.

    Simultaneously, the Company sold to the same financial institution a call
option, exercisable only at maturity, entitling the financial institution to
purchase from the Company up to 900,000 shares of the Company's common stock.
The Company has the right to settle the call option with cash or stock and, if
exercised, the Company expects the call option to be settled by the issuance of
up to 900,000 shares of the Company's common stock. The financial institution
has advised the Company that it has engaged, and may engage, in transactions,
including buying and selling shares of the Company's common stock, to offset its
risk relating to the call options, which could affect the market price of the
Company's common stock.



                                       5


<PAGE>   8



I
TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF OPERATIONS.

OVERVIEW

    IDEC Pharmaceuticals Corporation (the "Company") is primarily engaged in the
research and development of targeted therapies for the treatment of cancer and
autoimmune and inflammatory diseases. To date, the Company has not received any
revenues from the commercial sale of its products. The Company has funded its
operations primarily through the sale of equity securities as well as through
contract research and license fee revenues received in connection with
collaborative arrangements entered into with the Company's strategic partners.

    The Company has incurred increasing annual operating expenses and, as the
Company prepares for product commercialization, it expects such trends to
continue. The Company has incurred annual operating losses since its inception
in 1985, and the transition of the Company to profitability will be dependent
upon the timing of regulatory approval and the commercial success of
Rituxan(TM)(formerly IDEC-C2B8). As of September 30, 1997, the Company had an
accumulated deficit of $107.5 million.

RESULTS OF OPERATIONS

   Revenue from unconsolidated joint business consist of bulk Rituxan sales to
Genentech, Inc. ("Genentech"), the Company's development partner.

    Contract research revenues for the three and nine months ended September 30,
1997 totaled $2.6 million and $7.8 million, respectively, compared to $2.9
million and $8.9 million for the comparable periods in 1996. The decrease in
contract research revenues for the three and nine months ended September 30,
1997 is primarily due to the expiration in December 1996 of a collaborative and
license agreement with Mitsubishi Chemical Corporation.

   License fees for the three months ended September 30, 1997, totaled $1.5
million and decreased to $6.5 million from $9.5 million for the nine months
ended September 30, 1997 and 1996, respectively. License fees for the three
months ended September 30, 1997 resulted from the achievement of a product
development milestone event under the Company's collaboration with Seikagaku
Corporation ("Seikagaku") for the development of PRIMATIZED(R) anti-CD23
antibodies. License fees for the nine months ended September 30, 1997 consist of
a license fee received from Boehringer Ingelheim GmbH for the license of the
Company's proprietary gene expression technology for the manufacture of
recombinant proteins ("gene expression technology") and the aforementioned
development milestone from Seikagaku. License fees for the nine months ended
September 30, 1996, resulted from the achievement of product development
milestone events under collaborations with Genentech and Seikagaku, a license
fee from Chugai Pharmaceutical Co., Ltd. for the Company's gene expression
technology and a license fee from Genentech for the expansion of its
collaboration with the Company. The Company continues to pursue other
collaborative and license arrangements; however, no assurance can be given that
discussions in this regard will result in any such arrangements or that the
Company will receive significant revenues from any such collaborative or license
arrangements.

   Sales for the nine months ended September 30, 1996 were a result of the
Company completing a contract manufacturing arrangement.

   Manufacturing expenses for the three months ended September 30, 1997, totaled
$5.2 million and increased to $10.5 million from $1.4 million for the nine
months ended September 30, 1997 and 1996, respectively. Manufacturing expenses
for 1997 consist of manufacturing costs related to production of bulk Rituxan
sold to Genentech and includes a charge of approximately $2.0 million made
during the second quarter of 1997, for costs associated with the start-up of the
Company's manufacturing facility. Manufacturing expenses for 1996 were a result
of the Company completing a contract manufacturing arrangement. The Company
expects to continue incurring substantial additional manufacturing expenses as
the Company continues to build Rituxan inventory in anticipation of marketing
clearance from the United States Food and Drug Administration.

   Research and development expenses totaled $8.0 million and $25.8 million for
the three and nine months ended September 30, 1997, respectively, compared to
$6.3 million and $19.0 million for the comparable periods in 1996. Research and
development expenses for the three months ended September 30, 1997 increased
primarily due to a 


                                       6



<PAGE>   9

license fee payment for Anti-MIF antibody technology rights and the completion
of contract manufacturing for IDEC-Y2B8 in preparation for a Phase III trial in
1998. Research and development expenses for the nine months ended September 30,
1997 increased primarily due to a $3.0 million up-front licensing fee to
Pharmacia & Upjohn for exclusive rights to 9-aminocamptothecin, a broad spectrum
anti-cancer agent, the aforementioned license fee payment for Anti-MIF antibody
technology rights and contract manufacturing costs for IDEC-Y2B8. Research and
development expenses for the three and nine months ended September 30, 1997 were
partially offset by the utilization of the Company's manufacturing facility for
bulk production of Rituxan inventory in 1997 compared to research and
development manufacturing production in 1996 of clinical material used for
clinical trials. The Company expects to continue incurring substantial
additional research and development costs in the future, due to expansion or
addition of research and development programs; technology inlicensing costs and
regulatory-related costs; preclinical and clinical testing of the Company's
various products under development; and production scale-up and manufacturing of
products used in clinical trials.

    Selling, general and administrative expenses totaled $3.5 million and $8.2
million for the three and nine months ended September 30, 1997, compared to $1.8
million and $5.3 million for the comparable periods in 1996. Selling, general
and administrative expenses increased in 1997 due to higher personnel costs to
support expanded manufacturing operations and initial costs incurred for the
creation of a marketing and sales organization. Selling, general and
administrative expenses necessary to support expanded manufacturing capacity,
expanded clinical trials, research and development and the potential expansion
of the marketing and sales organization are expected to increase in the
foreseeable future.

    Net interest income totaled $0.7 million and $2.2 million for the three and
nine months ended September 30, 1997, respectively, compared to net interest
income of $0.7 million for the three months ended September 30, 1996 and net
interest expense of $0.4 million for the nine months ended September 30, 1996.
The increase in net interest income for the nine months ended September 30, 1997
from net interest expense for the nine months ended September 30, 1996 is due to
higher balances in cash, cash equivalents and securities available-for-sale, a
decrease in noncash interest charges for common stock warrants issued in
connection with certain debt financings and a decrease in interest expense due
to lower balances in notes payable.

LIQUIDITY AND CAPITAL RESOURCES

   The Company has financed its operations and capital expenditures since
inception principally through the sale of equity securities, license fees,
contract research revenues, lease financing transactions and interest income.
The Company expects to finance its current and planned operating requirements
principally through cash on hand, funds from the commercialization of Rituxan
and with funds from existing collaborative agreements and contracts which the
Company believes will be sufficient to meet its near-term operating
requirements. Existing agreements and contracts, however, could be canceled by
the contracting parties. In addition, the Company may pursue additional capital
through a combination of new collaborative agreements, strategic alliances and
equity and debt financings. However, no assurance can be provided that
additional capital will be obtained through these sources on favorable terms or
at all. Should the Company not enter into any such arrangements, the Company
anticipates its cash, cash equivalents and securities available-for-sale,
together with the existing agreements and contracts, will be sufficient to
finance the Company's currently anticipated needs for operating and capital
expenditures through early commercialization of its first product. If adequate
funds are not available from additional sources of financing, or if the
commercialization of Rituxan is not approved or delayed, the Company's business
could be materially and adversely affected.

   The Company's working capital and capital requirements will depend upon
numerous factors, including the progress of the Company's preclinical and
clinical testing; manufacturing; research and development programs; timing and
cost of obtaining regulatory approvals; levels of resources that the Company
devotes to the development of manufacturing and marketing capabilities;
technological advances; status of competitors; and the ability of the Company to
establish collaborative arrangements with other organizations.

   Until required for operations, the Company's policy under established
guidelines is to keep its cash reserves in bank deposits, certificates of
deposit, commercial paper, corporate notes, United States government instruments
and other readily marketable debt instruments, all of which are investment-grade
quality.

   At September 30, 1997, the Company had $48.4 million in cash, cash
equivalents and securities available-for-sale compared to cash, cash equivalents
and securities available-for-sale of $78.7 million at December 31, 1996. Sources
of cash, cash equivalents and securities available-for-sale during the nine
months ended September 30, 1997 


                                       7


<PAGE>   10

include $2.6 million from the issuance of common stock under employee stock
option and employee stock purchase plans and $3.0 million from funding under a
loan to finance equipment purchases. Uses of cash, cash equivalents and
securities available-for-sale during the nine months ended September 30, 1997
include $25.1 million used in operations, $4.7 million used to purchase capital
equipment, a $3.0 million preferred equity investment in Cytokine Networks, Inc.
and $3.0 million used to pay notes payable.

   In September 1997, the Company entered into an agreement with a financial
institution under which the Company purchased in a private transaction a capped
call option, exercisable only at maturity, representing the Company's right to
purchase from the financial institution up to 600,000 shares of the Company's
common stock. The Company has the right to settle the capped call option with
cash or stock. The capped call option which the Company purchased is expected to
be settled, if exercised, with cash paid to the Company in an amount equal to
the difference between the strike price and the market price, subject to caps
which will limit the total amount of cash the Company could receive.

   Simultaneously, the Company sold to the same financial institution a call
option, exercisable only at maturity, entitling the financial institution to
purchase from the Company up to 900,000 shares of the Company's common stock.
The Company has the right to settle the call option with cash or stock and, if
exercised, the Company expects the call option to be settled by the issuance of
up to 900,000 shares of the Company's common stock. The financial institution
has advised the Company that it has engaged, and may continue to engage, in
transactions, including buying and selling shares of the Company's common stock,
to offset its risk relating to the call option, which could affect the market
price of the Company's common stock.

    In August 1995, the Company completed receipt of funding under a $10.0
million lease financing agreement to finance both equipment and facility
improvements. Terms of the financing agreement require final principal payments
of $1.1 million and $0.4 million in July 1998 and January 1999, respectively.

    This quarterly report contains predictions, estimates and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve a number of risks and uncertainties. Such risk and
uncertainties are set forth below under the caption "Risk Factors" and elsewhere
in this report and in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996. While this outlook represents our current judgment
on the future direction of the business, such risks and uncertainties could
cause actual results to differ materially from any future performance suggested
above.


                                       8

<PAGE>   11

                                  RISK FACTORS

      Lengthy Regulatory Process; No Assurance of Regulatory Approvals

   The testing, manufacturing, labeling, advertising, promotion, export, and
marketing, among other things, of IDEC Pharmaceuticals Corporation's ("IDEC
Pharmaceuticals" or the "Company") products are subject to extensive regulation
by governmental authorities in the United States and other countries. In the
United States, pharmaceutical products are regulated by the United States Food
and Drug Administration ("FDA") under the Federal Food, Drug, and Cosmetic Act
and other laws, including, in the case of biologics, the Public Health Service
Act. The nature and extent of regulation by governmental authorities in the
United States differs with respect to different products. At the present time,
with the exception of 9-aminocamptothecin ("9-AC"), the Company believes that
its products will be regulated by the FDA as biologics. 9-AC will be regulated
by the FDA as a drug which will require the submission of a New Drug Application
("NDA") for approval by the FDA. The regulatory approval process for a NDA is
similar to the approval process for a BLA discussed below. Manufacturers of
biologics and drugs may also be subject to state regulations.

   The steps required before a biologic may be approved for marketing in the
United States generally include (i) preclinical laboratory tests and animal
tests, (ii) the submission to the FDA of an Investigational New Drug application
("IND") for human clinical testing, which must become effective before human
clinical trials may commence, (iii) adequate and well-controlled human clinical
trials to establish the safety and efficacy of the product, (iv) the submission
to the FDA of a Biological License Application ("BLA"), (v) FDA review of the
BLA, and (vi) satisfactory completion of a FDA inspection of the manufacturing
facility or facilities at which the product is made to assess compliance with
current Good Manufacturing Practices ("cGMP"). The testing and approval process
requires substantial time, effort and financial resources and there can be no
assurance that any approval will be granted on a timely basis, if at all. The
FDA may suspend clinical trials at any time on various grounds, including a
finding that the subjects or patients are being exposed to an unacceptable
safety risk.

    The results of the preclinical studies and clinical studies, together with
detailed information on the manufacture and composition of the product, are
submitted to the FDA in the form of a BLA requesting approval to market the
product. Before approving a BLA, the FDA will inspect the facilities at which
the product is manufactured, and will not approve the product unless safety and
efficacy criteria and cGMP compliance is satisfactory. The FDA may deny a BLA if
applicable regulatory criteria are not satisfied, may require additional testing
or information, and/or may require postmarketing testing and surveillance to
monitor the safety or efficacy of a product. There can be no assurance that FDA
approval of any BLA submitted by the Company will be granted on a timely basis,
if at all. Also, if regulatory approval of a product is granted, such approval
may entail limitations on the indicated uses for which the product may be
marketed.

   Both before and after approval is obtained, violations of regulatory
requirements may result in various adverse consequences, including the FDA's
delay in approving or refusal to approve a product, withdrawal of an approved
product from the market, and/or the imposition of criminal penalties against the
manufacturer and/or license holder. For example, license holders are required to
report certain adverse reactions among patients who use the Company's products
to the FDA, and to comply with certain requirements concerning advertising and
promotional labeling for their products. Also, quality control and manufacturing
procedures must continue to conform to cGMP regulations after approval, and the
FDA periodically inspects manufacturing facilities to assess compliance with
cGMP. Accordingly, manufacturers must continue to expend time, monies and effort
in the area of production and quality control to maintain cGMP compliance. In
addition, discovery of problems may result in restrictions on a product,
manufacturer or holder, including withdrawal of the product from the market.
Also, new government requirements may be established that could delay or prevent
regulatory approval of the Company's products under development.

    The Company will also be subject to a variety of foreign regulations
governing clinical trials and sales of its products. Whether or not FDA approval
has been obtained, approval of a product by the comparable regulatory
authorities of foreign countries must be obtained prior to the commencement of
marketing of the product in those countries. The approval process varies from
country to country and the time may be longer or shorter than that required for
FDA approval. At least initially, the Company intends, to the extent possible,
to rely on foreign licensees, other than in Canada, to obtain regulatory
approval for marketing its products in foreign countries.



                                       9



<PAGE>   12

   In February 1997, the Company and Genentech, Inc. ("Genentech") submitted
BLAs to the FDA for Rituxan(TM) (formerly IDEC-C2B8) as a single agent therapy
for the treatment of relapsed low grade or follicular non-Hodgkin's lymphoma and
in July 1997, Rituxan was recommended unanimously for marketing clearance by the
Biological Response Modifiers Advisory Committee to the FDA. F. Hoffmann-La
Roche Ltd ("Hoffmann-La Roche"), also submitted, through one of its subsidiaries
in the European Union, a Marketing Authorization Application ("MAA") with the
European Medicines Evaluation Agency ("EMEA") for marketing Rituxan in Europe
under the trade name Mabthera. There can be no assurance that the FDA and the
EMEA approval of the BLAs and MAA submitted by the Company, Genentech and
Hoffmann-La Roche will be granted on a timely basis, if at all, and delays in
receipt or failure to receive regulatory approval could have a material adverse
effect on the Company's business, financial condition and results of operations.

   Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs
intended to treat a "rare disease or condition," which generally is a disease or
condition that affects fewer than 200,000 individuals in the United States.
Orphan drug designation must be requested before submitting a BLA. After the FDA
grants orphan drug designation, the generic identity of the therapeutic agent
and its potential orphan use are publicly disclosed by the FDA. Orphan drug
designation does not convey any advantage in, or shorten the duration of, the
regulatory review and approval process. If a product that has an orphan drug
designation subsequently receives FDA approval for the indication for which it
has such designation, the product is entitled to orphan drug status, i.e., the
FDA may not approve any other applications to market the same drug for the same
indication, except in certain very limited circumstances, for a period of seven
years.

   In 1994, the Company obtained orphan drug designation for Rituxan, IDEC-Y2B8
and IDEC-In2B8 from the FDA to treat low grade B-cell lymphoma. There can be no
assurance that any of these compounds will receive orphan drug status for the
low grade B-cell lymphoma indication, and it is possible that competitors of the
Company could obtain approval, and attendant orphan drug status, for these same
compounds for the low grade B-cell lymphoma indication, thus precluding the
Company from marketing its products for the same indication in the United
States. In addition, even if the Company does obtain orphan drug status for any
of its compounds for low grade B-cell lymphoma, there can be no assurance that
competitors will not receive approval of other, different drugs or biologics for
low grade B-cell lymphoma. Although obtaining FDA approval to market a product
with orphan drug status can be advantageous, there can be no assurance that the
scope of protection or the level of marketing exclusivity that is currently
afforded by orphan drug status will remain in effect in the future.

      Reliance on Third Party Development and Marketing Efforts

   The Company has adopted a research, development and product commercialization
strategy that is dependent upon various arrangements with strategic partners and
others. The success of the Company's products is substantially dependent upon
the success of these outside parties in performing their obligations, which
include, but are not limited to, providing funding, performing research and
development, fulfilling long term manufacturing demands and marketing,
distribution and sales with respect to the Company's products. The Company's
strategic partners may also develop products that may compete with the Company.
Although the Company believes that its partners have an economic incentive to
succeed in performing their contractual obligations, the amount and timing of
resources that they devote to these activities is not within the control of the
Company. There can be no assurance that these parties will perform their
obligations as expected or that any revenue will be derived from such
arrangements. The Company has entered into collaborative research and
development and license agreements with Genentech, Zenyaku Kogyo, Ltd.
("Zenyaku"), SmithKline Beecham p.l.c. ("SmithKline Beecham"), Mitsubishi
Chemical Corporation ("Mitsubishi"), Seikagaku Corporation ("Seikagaku") and
Eisai Co., Ltd. ("Eisai"). These agreements generally may be terminated at any
time by the strategic partner, typically on short notice to the Company. If one
or more of these partners elect to terminate their relationship with the
Company, or if the Company or its partners fail to achieve certain milestones,
it could have a material adverse effect on the Company's ability to fund the
related programs and to develop and market any products that may have resulted
from such collaborations. There can be no assurance that these collaborations
will be successful. In addition, some of the Company's current partners have
certain rights to control the planning and execution of product development and
clinical programs, and there can be no assurance that such partners' rights to
control aspects of such programs will not impede the Company's ability to
conduct such programs in accordance with the schedules currently contemplated by
the Company for such programs and will not otherwise impact the Company's
strategy.



                                       10


<PAGE>   13
      Limited Manufacturing Experience and Dependence on Contact Manufacturer

   The Company has not yet commercialized any therapeutic products. To conduct
clinical trials on a timely basis, to obtain regulatory approval and to be
commercially successful, the Company must manufacture its products either
directly or through third parties in commercial quantities in compliance with
regulatory requirements and at an acceptable cost. Although the Company has
produced its products in the laboratory, scaled its production process to pilot
levels and has the ability to manufacture limited commercial bulk quantities of
certain of its products, the Company has not received regulatory approval for
such commercial production. The Company anticipates that production of its
products in commercial quantities will create technical as well as financial
challenges for the Company. The Company has limited experience in manufacturing
and no fill/finish experience and capacity. No assurance can be given as to the
ultimate performance of the Company's manufacturing facility in San Diego, its
suitability for approval for commercial production or the Company's ability to
make a successful transition to commercial production.

    The Company has an obligation to supply Rituxan in the United States for
the first two years after regulatory approval of Rituxan. The Company has the
ability to manufacture limited commercial bulk quantities of Rituxan and is
dependent upon Genentech to manufacture worldwide requirements and to complete
all the fill/finish production of Rituxan. There can be no assurance that the
Company and/or Genentech can manufacture sufficient quantities of Rituxan to
meet yet undetermined market demands or that Genentech will be able to
fill/finish Rituxan on a timely and costs effective basis to avoid an
insufficient supply of Rituxan inventory, any of which could materially and
adversely affect the Company's business. In addition, there can be no assurance
that there will be sufficient sales of Rituxan, if approved, to achieve
profitable operations.

    The Company is dependent upon Genentech to fulfill fill/finish and long term
manufacturing demands for Rituxan and SmithKline Beecham to fulfill all of the
manufacturing requirements for IDEC-CE9.1 and/or IDEC-151. Genentech is
currently constructing a larger manufacturing plant to satisfy long term demands
for Rituxan and SmithKline Beecham has constructed a larger manufacturing plant
for IDEC-CE9.1 and/or IDEC-151. The Company is considering the addition of
another manufacturing facility to meet its long term requirements for additional
products under development. Failure by the Company or its strategic partners to
establish additional manufacturing capacity on a timely basis would have a
material adverse effect on the Company.

   The Company is also dependent upon contract manufacturers to fulfill the
Company's manufacturing demands for clinical quantities of 9-aminocamptothecin
("9-AC") and long term manufacturing demands for IDEC-Y2B8 and IDEC-In2B8. There
can be no assurance that the Company will be able to establish any such contract
manufacturing arrangements or that contract manufacturers will be able to
complete any such manufacturing contracts in a timely or cost-effective manner,
if at all, or that the Company could obtain such capacity from others. Failure
by the Company to establish contract manufacturing arrangements or failure by
contract manufacturers to meet the Company's manufacturing needs will result in
delayed clinical trials for 9-AC and may have a material adverse effect on the
Company.

      Patents and Proprietary Rights

   The Company's success will depend, in large part, on its ability to maintain
a proprietary position in its products through patents, trade secret and orphan
drug status. The Company has title or exclusive rights to four issued and 16
allowed United States patents, 19 United States patent applications and numerous
corresponding foreign patent applications, and has licenses to patents or patent
applications of other entities. No assurance can be given, however, that the
patent applications of the Company or the Company's licensors will be issued or
that any issued patents will provide competitive advantages for the Company's
products or will not be successfully challenged or circumvented by its
competitors. Moreover, there can be no assurance that any patents issued to the
Company or the Company's licensors will not be infringed by others or will be
enforceable against others. In addition, there can be no assurance that the
patents, if issued, would not be held invalid or unenforceable by a court of
competent jurisdiction. Enforcement of the Company's patents may require
substantial financial and human resources. Moreover, the Company may have to
participate in interference proceedings if declared by the United States Patent
and Trademark Office to determine priority of inventions, which typically take
several years to resolve and could result in substantial cost to the Company.

   A substantial number of patents have already been issued to other
biotechnology and biopharmaceutical companies. Particularly in the monoclonal
antibody field, competitors may have filed applications for or have been issued
patents and are likely to obtain additional patents and proprietary rights
relating to products or processes competitive with or similar to those of the
Company. To date, no consistent policy has emerged regarding the breadth of
claims allowed in biopharmaceutical patents, however, patents may issue with
claims that conflict with the Company's own patent filings or read on its own
products. There can be no assurance that patents do not already exist in the
United States or in foreign countries or that patents will not be issued that
would entail substantial costs to challenge and that, if unsuccessfully
challenged, would have a material adverse effect on the Company's ability to
market its products. Specifically, the Company is aware of several patents and
patent applications which may affect the Company's ability to make, use and sell
its products. Accordingly, the Company expects that commercializing monoclonal
antibody-based products may require licensing and/or cross-licensing of patents
with other companies in 


                                       11



<PAGE>   14

this field. There can be no assurance that the licenses, which might be required
for the Company's processes or products, would be available, if at all, on
commercially acceptable terms. The ability to license any such patents and the
likelihood of successfully contesting infringement or validity of such patents
are uncertain and the costs associated therewith may be significant. If the
Company is required to acquire rights to valid and enforceable patents but
cannot do so at a reasonable cost, the Company's ability to manufacture or
market its products would be materially adversely affected.

    The owners, or licensees of the owners, of these patents may assert that one
or more of the Company's products infringe one or more claims of such patents.
If legal action is commenced against the Company to enforce any of these patents
and the plaintiff in such action prevails, the Company could be prevented from
practicing the subject matter claimed in such patents. In such event or under
other appropriate circumstances, the Company may attempt to obtain licenses to
such patents. However, no assurance can be given that any owner would license
the patents to the Company at all or on terms that would permit
commercialization of the Company's products. An inability to commercialize such
products could have a material adverse effect on the Company's operations and
ability to pursue its long term objectives.

      Limited Sales and Marketing Experience

   Commercialization of the Company's products is expensive and time-consuming.
The Company has adopted a strategy of pursuing collaborative agreements with
strategic partners that provide for co-promotion of certain of the Company's
products. In the event that the Company elects to participate in co-promotion
efforts in the United States or Canada, and, in those instances where the
Company has retained exclusive marketing rights in specified territories, the
Company will need to build a sales and marketing capability in the targeted
markets. The Company currently has limited marketing and sales personnel. There
can be no assurance that the Company will be able to establish a successful
direct sales and marketing capability in any or all targeted markets or that it
will be successful in gaining market acceptance for its products. To the extent
that the Company enters into co-promotion or other licensing arrangements, any
revenues received by the Company will be dependent on the efforts of third
parties and there can be no assurance that such efforts will be successful.
Outside of the United States and Canada, the Company has adopted a strategy to
pursue collaborative arrangements with established pharmaceutical companies for
marketing, distribution and sale of its products. There can be no assurance that
any of these companies or their sublicensees will successfully market,
distribute or sell the Company's products or that the Company will be able to
establish and maintain successful co-promotion or distribution arrangements.
Failure to establish a sales capability in the United States or outside the
United States may have a material adverse effect on the Company.

      Uncertainties Associated with Clinical Trials

   The Company has conducted and plans to continue to undertake extensive and
costly clinical testing to assess the safety, efficacy and applicability of its
potential products. The rate of completion of the Company's clinical trials is
dependent upon, among other factors, the rate of patient enrollment. Patient
enrollment is a function of many factors, including the nature of the Company's
clinical trial protocols, existence of competing protocols, size of the patient
population, proximity of patients to clinical sites, changes in managed care and
eligibility criteria for the study. Delays in patient enrollment will result in
increased costs, which could have a material adverse effect on the Company. The
Company cannot ensure that patients enrolled in the Company's clinical trials
will respond to the Company's product candidates. Setbacks are to be expected in
conducting human clinical trials. Failure to comply with the FDA regulations
applicable to such testing can result in delay, suspension or cancellation of
such testing, and/or refusal by the FDA to accept the results of such testing.
In addition, the FDA may suspend clinical trials at any time if it concludes
that the subjects or patients participating in such trials are being exposed to
unacceptable health risks. Thus, there can be no assurance that Phase I, Phase
II or Phase III testing will be completed successfully within any specific time
period, if at all, with respect to any of the Company's potential products.
Further, there can be no assurance that human clinical testing will show any
current or future product candidate to be safe and effective or that data
derived therefrom will be suitable for submission to the FDA or will support the
Company's submission of a BLA/NDA.

      Additional Financing Requirements and Uncertain Access to Capital Markets

    The Company has expended and will continue to expend substantial funds to
complete the research, development, manufacturing and marketing of its products.
The Company may seek additional funding for these purposes through a combination
of new collaborative arrangements, strategic alliances, additional equity or
debt


                                       12



<PAGE>   15

financings or from other sources. There can be no assurance that such additional
funds will be available on acceptable terms, if at all. Even if available, the
cost of funds may result in substantial dilution to current stockholders. If
adequate funds are not available from operations or additional sources of
financing, the Company's business could be materially and adversely affected.

      History of Operating Losses; Accumulated Deficit

    The Company has incurred annual operating losses since its inception in
1985. As of September 30, 1997, the Company's accumulated deficit was
approximately $107.5 million. Such losses have been and will be principally the
result of the various costs associated with the Company's research and
development, clinical and manufacturing activities. The Company has not
generated operating profits from the sale of its products. All revenues to date
have resulted from collaborative research, development and licensing
arrangements, contract manufacturing arrangements, research grants and interest
income. The Company has no products approved by the FDA or any foreign authority
and does not expect to achieve profitable operations on an annual basis unless
product candidates now under development receive FDA and foreign regulatory
approval and are thereafter commercialized successfully.

      Possible Volatility of Stock Price

   The stock market has from time to time experienced significant price and
volume fluctuations that may be unrelated to the operating performance of
particular companies. In addition, the market price of the Company's common
stock, like the stock prices of many publicly traded biotechnology companies,
has been highly volatile. Announcements of technological innovations or new
commercial products by the Company or its competitors, developments or disputes
concerning patent or proprietary rights, publicity regarding actual or potential
medical results relating to products under development by the Company or its
competitors, regulatory developments in both the United States and foreign
countries, public concern as to the safety of biotechnology products and
economic and other external factors, as well as period-to-period fluctuations in
financial results may have a significant impact on the market price of the
Company's common stock. It is likely that, in some future quarter, the Company's
operating results will be below the expectations of public market analysts and
investors. In such event, the price of the Company's common stock would likely
be materially adversely affected.

      Uncertainties Regarding Health Care Reimbursement and Reform

    The future revenues and profitability of biopharmaceutical companies as well
as the availability of capital may be affected by the continuing efforts of
government and third party payors to contain or reduce costs of health care
through various means. For example, in certain foreign markets pricing or
profitability of prescription pharmaceuticals is subject to government control.
In the United States, there have been, and the Company expects that there will
continue to be, a number of federal and state proposals to implement similar
government controls. While the Company cannot predict whether any such
legislative or regulatory proposals will be adopted, the announcement or
adoption of such proposals could have a material adverse effect on the Company's
business, financial condition or prospects.

   The Company's ability to commercialize its products successfully will depend,
in part, on the extent to which appropriate reimbursement levels for the cost of
such products and related treatment are obtained from governmental authorities,
private health insurers and other organizations, such as health maintenance
organizations ("HMOs"). Third party payors are increasingly challenging the
prices charged for medical products and services. Also, the trend toward managed
health care in the United States and the concurrent growth of organizations such
as HMOs, which could control or significantly influence the purchase of health
care services and products, as well as legislative proposals to reform health
care or reduce government insurance programs may all result in lower prices for
the Company's products. The cost containment measures that health care payors
and providers are instituting and the effect of any health care reform could
materially adversely affect the Company's ability to operate profitably.

      Product Liability Exposure

    Clinical trials, manufacturing, marketing and sale of any of the Company's
or its strategic partners' pharmaceutical products or processes licensed by the
Company may expose the Company to product liability claims. The Company
currently carries limited product liability insurance. There can be no assurance
that the Company or its strategic partners will be able to continue to maintain
or obtain additional insurance or, if available, that sufficient coverage can be
acquired at a reasonable cost. An inability to obtain sufficient insurance
coverage at an 


                                       13


<PAGE>   16

acceptable cost or otherwise protect against potential product liability claims
could prevent or inhibit the commercialization of pharmaceutical products
developed by the Company or its strategic partners. A product liability claim or
recall would have a material adverse effect on the business and financial
condition of the Company.

      Environmental Concerns

    The Company's research and development involves the controlled use of
hazardous materials, chemicals and radioactive compounds. Although the Company
believes that its safety procedures for handling and disposing of such materials
comply with the standards prescribed by state and federal regulations, the risk
of accidental contamination or injury from these materials cannot be completely
eliminated. In the event of such an accident, the Company could be held liable
for any damages that result and any such liability could exceed the resources of
the Company. In addition, disposal of radioactive materials used by the Company
in its research efforts may only be made at approved facilities. Approval of a
site in California has been delayed indefinitely. The Company currently stores
such radioactive materials on site. The Company may incur substantial cost to
comply with environmental regulations.


                                       14

<PAGE>   17


 
                                PART II -- OTHER INFORMATION



ITEM 1.        LEGAL PROCEEDINGS.  None


ITEM 2.        CHANGES IN SECURITIES.  None


ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.  None


ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None


ITEM 5.        OTHER INFORMATION.  None


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.

  (a)          Exhibits.

                    The following exhibits are referenced.

                    Exhibit
                    Number    Description 

                     4.10*    Agreement Regarding Registration Rights and
                              Related Obligations pursuant to the ISDA Master
                              Agreement between the Company and Swiss Bank
                              Corporation, London Branch. 

                    10.72     ISDA Master Agreement between the Company
                              and Swiss Bank Corporation, London Branch dated
                              August 26, 1997, together with Schedules thereto.
                              
                    10.73*    Confirmation for Contract A entered into pursuant
                              to the ISDA Master Agreement between the Company
                              and Swiss Bank Corporation, London Branch.

                    10.74*    Confirmation for Contract B entered into pursuant
                              to the ISDA Master Agreement between the Company
                              and Swiss Bank Corporation, London Branch. 

                    27.1      Financial Data Schedule.
                    -----------
                    * Confidential treatment requested as to certain portions 
                      of this agreement.

  (b)           Report on Form 8-K.  None




                                       15


<PAGE>   18


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             IDEC PHARMACEUTICALS CORPORATION


Date: November 12, 1997                      By: /s/ William H. Rastetter
      ----------------                           -------------------------------
                                                 William H. Rastetter
                                                 Chairman of the Board, 
                                                 President and Chief Executive 
                                                 Officer (Principal Executive 
                                                 Officer)

Date: November 12, 1997                      By: /s/ Phillip M. Schneider
      -----------------                          -------------------------------
                                                 Phillip M. Schneider
                                                 Vice President and
                                                 Chief Financial Officer
                                                 (Principal Financial and 
                                                 Accounting Officer)

                                       16






<PAGE>   1
                                  EXHIBIT 4.10

                                                                       EXHIBIT I

                               AGREEMENT REGARDING
                   REGISTRATION RIGHTS AND RELATED OBLIGATIONS

        This Agreement Regarding Registration Rights and Related Obligations
(this "Agreement") is entered into this __th day of ________, 199_, between IDEC
PHARMACEUTICALS CORPORATION, a DELEWARE corporation (the "Company"), and Swiss
Bank Corporation, a Swiss banking corporation, acting by and through its London
Branch ("SBC").

        WHEREAS, on *____* Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with Secretary of the Commission in the Company's
Application Requesting Confidential Treatment pursuant to Rule 246-2 under the
Securities Exchange Act of 1934, as amended. *_____*, the Company issued to SBC,
and SBC acquired from the Company, the Call Warrant, as defined in Section 1.2
hereof, in consideration of the cash premium amount specified in the Call
Warrant, as well as the other undertakings and obligations of the Company set
forth therein; and

        WHEREAS, pursuant to the terms and conditions of the Call Warrant, on
*____*(the "Maturity Date"), SBC has the right to purchase from the Company,
and, upon exercise of that right by SBC, the Company has the obligation,
 at its
election, either (i) to sell to SBC, at the exercise price provided for in the
Call Warrant, the number of shares of the Company's common stock, par value
$46.40 per share (the "Common Stock"), underlying the Call Warrant ("Physical
Settlement") or (ii) to pay to SBC an amount of cash calculated as provided in
the Call Warrant ("Cash Settlement"); and

        WHEREAS, pursuant to the terms and conditions of the Call Warrant, in
the event the Company elects to discharge its obligations thereunder by Physical
Settlement, the Company and SBC shall enter into this Agreement; and

        WHEREAS, SBC's right under the Call Warrant has been exercised, and the
Company has elected to discharge its obligations thereunder by Physical
Settlement;

        NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the Company and SBC hereby agree as follows:

                             ARTICLE I DEFINITIONS

        For purposes of this Agreement, the following terms shall have the
following meanings:

- ----------
*_____* Indicates that material has been omitted and confidential treatment has 
been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.


<PAGE>   2

        1.1 Call Warrant. "Call Warrant" shall mean the warrant to purchase
Common Stock issued by the Company to SBC pursuant to the terms and conditions
of the Warrant Agreement.

        1.2 Commission. "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency thereto.

        1.3 Exchange Act. "Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended. 

        1.4 Expiration Date. "Expiration Date" shall mean*____*.

        1.5 Local Business Day. "Local Business Day" shall mean a day on which
commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) in London, England, New York, New York and
_____________. 

        1.6 Preliminary Prospectus. "Preliminary Prospectus" shall mean any
preliminary prospectus, including all documents incorporated by reference
therein, included in the Registration Statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission under the
Securities Act; any reference to any amendment or supplement to the Preliminary
Prospectus shall be deemed to include any documents filed under the Exchange Act
after the date of such Preliminary Prospectus and incorporated by reference
therein; and any reference to the Preliminary Prospectus as amended or
supplemented shall be deemed to include the Preliminary Prospectus as amended or
supplemented by any such documents filed under the Exchange Act after the date
of such Preliminary Prospectus and incorporated by reference therein.

        1.7 Prospectus. "Prospectus" shall mean any prospectus, including all
documents incorporated by reference therein, (i) included in the Registration
Statement as of the time that the Registration Statement is declared effective
or (ii) filed with the Commission in connection with the Registration Statement
pursuant to Rule 424(b) of the rules and regulations of the Commission under the
Securities Act; any reference to any amendment or supplement to the Prospectus
shall be deemed to include any documents filed under the Exchange Act after the
date of 

- ----------
*_____* Indicates that material has been omitted and confidential treatment has 
been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.

                                       2

<PAGE>   3

such Prospectus and incorporated by reference therein; and any reference to the
Prospectus as amended or supplemented shall be deemed to include the Prospectus
as amended or supplemented by any such documents filed under the Exchange Act
after the date of such Prospectus and incorporated by reference therein.

        1.8 Registration Statement. "Registration Statement" shall mean a
registration statement on Form S-3 (or any applicable successor form then in
effect; provided that if, at the time a registration statement is to be filed,
the Company is not eligible to use Form S-3 or applicable successor form for a
primary offering by or on behalf of the Company, "Registration Statement" shall
mean a registration statement on such form as is then available to the Company),
which is to be filed with the Commission pursuant to Section 4.1 hereof,
covering the resale of the Shares from time to time, including all exhibits
thereto and all documents incorporated by reference in the Prospectus contained
in such Registration Statement at the time it is declared effective, each as
amended at the time the Registration Statement is declared effective.

        1.9 Securities Act. "Securities Act" shall mean the United States
Securities Act of 1933, as amended.

        1.10 Shares. "Shares" shall mean the shares of Common Stock issuable
upon exercise of the Call Warrant. 

        1.11 Warrant Agreement. "Warrant Agreement" shall mean the confirmation
setting forth the terms of the Call Warrant, together with the Master Agreement
incorporated therein, dated as of August 26, 1997. 


            ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to SBC that the following are true
and correct as of the date hereof:

        2.1 Organization and Existence of the Company. The Company has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of Deleware with power and authority (corporate and other) to
own its properties and conduct its business as described in the 1934 Act
Reports, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction;
and each subsidiary of the Company has been duly incorporated and is validly
existing as a corporation and is in good standing under the laws of its
jurisdiction of incorporation, except where the failure to be so would not have
a material adverse effect on the Company and the subsidiaries taken as a whole.


                                       3

<PAGE>   4

        2.2 Authorization of Transactions and Agreement. The execution, delivery
and performance of this Agreement have been duly authorized by the board of
directors of the Company in accordance with the Company's Certificate of
Incorporation and by-laws and governing law. Assuming the due execution thereof
by SBC, this Agreement constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms. The
Company has the corporate power to execute and deliver this Agreement and to
consummate the transactions contemplated herein.

        2.3 Capitalization. (a) The authorized capital stock of the Company
consists of (i) ___________ shares of Common Stock and (ii) _________ shares of
preferred stock, par value $___ per share (the "Preferred Stock"), of which
[SPECIFY SERIES OF PREFERRED STOCK]. As of _______, 199_, ______________ shares
of Common Stock and _________ shares of Preferred Stock were issued and
outstanding, and ____________ shares of Common Stock were reserved for issuance
upon exercise of outstanding stock options and [SPECIFY OTHER RESERVED SHARES].

        (b) The outstanding shares of Common Stock have been duly and validly
authorized and issued and are fully paid and non-assessable. The Company's
stockholders have no preemptive rights with respect to the Shares. All of the
issued shares of capital stock of each subsidiary of the Company that is a
"significant subsidiary" (as defined in Rule 12b-2 under the Exchange Act) have
been duly and validly authorized and issued, are fully paid and non-assessable
and (except for directors' qualifying shares) are owned directly or indirectly
by the Company, free and clear of all liens, encumbrances, equities or claims,
with such exceptions as would not have a material adverse effect on the
Company's ownership of a significant subsidiary.

        (c) The Shares have been duly authorized and, when issued upon exercise
of the Call Warrant in accordance with the terms and conditions thereof, will be
validly issued, fully paid and nonassessable.

        2.4 SEC Filings and Financial Statements. (a) The Company has heretofore
delivered to SBC copies of the Company's (i) Annual Report on Form 10-K for the
fiscal year ended [THEN MOST RECENTLY ENDED FISCAL YEAR], and (ii) the proxy
statement for its 199_ Annual Meeting of Stockholders, in each case,
substantially in the form filed by the Company with the Commission
(collectively, together with any other reports filed, as of the date of this
Agreement, by the Company under the Exchange Act and the rules and regulations
of the Commission since [TWO YEARS BEFORE DATE IN CLAUSE (I)] (the "1934 Act
Reports"). All of the 1934 Act Reports have complied in all material respects,
as of their respective filing dates, with all applicable requirements of the
Exchange Act and the related rules and regulations thereunder. As of their
respective filing dates, none of the 1934 Act Reports contained any untrue
statement of a material fact or omitted to state a material fact required to be


                                       4


<PAGE>   5

stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

        (b) The audited consolidated financial statements and unaudited interim
financial statements of the Company contained or incorporated by reference in
the Company's 1934 Act Reports have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis and, together with
the notes thereto, present fairly the consolidated financial position of the
Company and its subsidiaries at the dates shown and the consolidated results of
their operations, changes in stockholders' equity and cash flows for the periods
then ended.

        2.5 No Material Adverse Change. Neither the Company nor any of its
subsidiaries has sustained since the date of the latest audited financial
statements included or incorporated by reference in the 1934 Act Reports any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the 1934 Act Reports. Since the date of the latest audited
financial statements included or incorporated by reference in the 1934 Act
Reports, and except as may be set forth or contemplated in the 1934 Act Reports,
there has not been (i) any material change in the capital stock of the Company
or material increase in consolidated short-term debt of the Company and its
consolidated subsidiaries (other than a change solely attributable to, or
resulting from, the issuance of Common Stock pursuant to a director, officer or
employee stock option, benefit or compensation plan), (ii) any material increase
in the long-term consolidated debt of the Company and its consolidated
subsidiaries or (iii) any material adverse change, or any development involving
a prospective material adverse change, in the general affairs, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries, taken as a whole.

        2.6 No Conflicts. The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
sale/leaseback agreement, loan agreement, similar financing agreement or
instrument or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject; nor will such actions result in any violation of the
provisions of the Certificate of Incorporation or by-laws of the Company or any
statute applicable to the Company or any of its subsidiaries or any order, rule
or regulation applicable to the Company or any of its subsidiaries of any court
or governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for 

                                       5

<PAGE>   6

the consummation by the Company of the transactions contemplated by this
Agreement, except such as may be required under the Securities Act prior to the
resale of Shares and any such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in
connection with the resale of Shares.

        2.7 Litigation. Other than as set forth or contemplated in the 1934 Act
Reports, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries, would individually or in the
aggregate have a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; and to the best of the Company's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others.

        2.8 Title to Property. The Company and its subsidiaries have good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them, in each case free and clear of all
liens, encumbrances and defects, except such as are described in the 1934 Act
Reports or as do not have a material adverse effect on the value of such
property and do not interfere with the use made and proposed to be made of such
property by the Company and its subsidiaries. Any real property and buildings
held under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and its subsidiaries.

        2.9 Independence of Public Accountants. [AUDITORS], who have audited
certain financial statements of the Company and its subsidiaries, are
independent public accountants as required by the Securities Act and the
Exchange Act and the rules and regulations of the Commission thereunder.

        2.10 Not an Investment Company. The Company is not subject to regulation
under the Investment Company Act of 1940, as amended. 

        2.11 No Registration Rights. Except as provided herein or in other
agreements with SBC, no person has any right to request or demand to have any
shares of Common Stock or other securities of the Company registered pursuant to
the Registration Statement or another registration statement pursuant to the
Securities Act.

        2.12 Anticipated Effectiveness of the Registration Statement. The
Company meets the registrant requirements of General Instruction I.A. of Form
S-3 under the 

                                       6

<PAGE>   7

Securities Act, as in effect on the date of this Agreement. As of the date of
this Agreement, there is no reason that would lead the Company to believe the
Registration Statement will not become effective on a timely basis and remain
effective, as contemplated by Section 5.1 hereof.

               ARTICLE III REPRESENTATIONS AND WARRANTIES OF SBC

        SBC represents and warrants to the Company that the following are true
and correct as of the date hereof:

        3.1 Organization and Existence of SBC. SBC is a banking corporation
organized under the laws of Switzerland, with power and authority (corporate and
other) to own its properties and conduct its business.

        3.2 Authorization of Transactions and Agreement. The execution, delivery
and performance of this Agreement have been duly authorized by SBC in accordance
with its charter and by-laws and governing law. Assuming the due execution
thereof by the Company, this Agreement constitutes the legal, valid and binding
obligation of SBC, enforceable against SBC in accordance with its terms. SBC has
the corporate power to execute and deliver this Agreement and to consummate the
transactions contemplated herein.

        3.3 No Conflicts. The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any agreement or instrument to which SBC is a party
or by which SBC is bound or to which any of the property or assets of SBC is
subject, nor will such action result in any violation of the charter or by-laws
of SBC or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over SBC or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the consummation by SBC of the transactions contemplated by this
Agreement, except such as may be required under the Securities Act prior to the
resale of Shares and any such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in
connection with the resale of Shares.

                      ARTICLE IV AGREEMENTS OF THE COMPANY

        The Company agrees, with respect to the period beginning on the date
hereof through and including the earlier of the Expiration Date or the date on
which the 

                                       7



<PAGE>   8

Company receives written notice from SBC that all of the Shares have
been resold (except that the provisions of Section 4.10 may continue by its
terms after such date), as follows:

        4.1 Filing of Registration Statement. (a) The Company shall, as soon as
practicable but in no event later than 15 business days after the date hereof,
file with the Commission a registration statement, covering the resale of the
Shares from time to time by SBC and such affiliated entities as SBC may
designate on securities exchanges or over-the-counter or in such other lawful
manner as SBC may specify, in a form previously reviewed by SBC.

        (b) The Company shall (i) use its best efforts to cause such
registration statement to become effective no later than the Maturity Date and
to remain in effect until the earlier of the Expiration Date or the date on
which the Company receives written notice from SBC that all of the Shares have
been resold, (ii) inform SBC promptly upon notice from the Commission that the
Registration Statement has been declared effective, (iii) advise SBC promptly of
any proposed amendment or supplement to the Prospectus after the effective date
thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so
long as delivery of a prospectus is required in connection with the offering or
sale of any of the Shares, (A) unless the Company is legally required to so
amend or supplement the Prospectus, make no further amendment or any supplement
to the Prospectus after the effective date thereof to which SBC reasonably
objects within two business days after receipt of a draft of the proposed
amendment or supplement and (B) file promptly all reports and any definitive
proxy or information statements required to be filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same
period, advise SBC, promptly after the Company receives notice thereof, (A) of
the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended Prospectus
has been filed with the Commission, (B) of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of any prospectus
relating to the Shares, (C) of the suspension of the qualification of the Shares
for offering or sale in any jurisdiction, (D) of the initiation or threatening
of any proceeding for any such purpose, or (E) of any request by the Commission
for the amending or supplementing of the Registration Statement or the
Prospectus or for additional information, and (vi) in the event of the issuance
of any such stop order or of any such order preventing or suspending the use of
any prospectus relating to the Shares or suspending any such qualification, use
promptly its best efforts to obtain the withdrawal of such order. The Company
shall not include in the Registration Statement any securities other than the
Shares.

        4.2 Qualification of the Shares under State Securities Laws. The Company
shall promptly take, from time to time, such action as SBC may reasonably
request to 


                                       8



<PAGE>   9

qualify the Shares for offering and sale under the securities laws of
such of the United States as SBC may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the resale of the Shares (but not to
exceed the period specified in the first paragraph of this Article IV); provided
that, in connection therewith, the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction.

        4.3 Preparation of Registration Statement; Reasonable Investigation. The
Company shall (a) give SBC and its representatives the opportunity to
participate in the preparation of the Registration Statement and, to the extent
practicable, each amendment or supplement thereto and document incorporated by
reference therein which is filed with the Commission after the filing of the
Registration Statement, (b) give SBC and its representatives such access to the
books, records and properties of the Company and its subsidiaries (to the extent
customarily given to those who are underwriters of the Company's securities) and
such opportunities to discuss the business of the Company with its officers and
the independent public accountants who have certified its financial statements
and will have such officers and accountants supply such information as shall be
reasonably requested by SBC or its representatives in connection with a
"reasonable investigation" within the meaning of Section 11(b) of the Securities
Act and (c) furnish SBC with copies of any press release or other public
announcement which it intends to issue, or any report or document which it
intends to file under the Exchange Act with the Commission or other regulatory
agency, insofar as such press release, public announcement, report or other
document regards this Agreement and the Call Warrant promptly (where
practicable, at least two business days prior to the proposed issuance or filing
thereof), and consider in good faith any comments received from SBC concerning
the timing and content of such press release, public announcement, report or
other document.

        4.4 Compliance with Applicable Law and Commission Requirements. (a) The
Registration Statement and Prospectus and all amendments or supplements thereto
shall conform in all material respects to the requirements of the Securities Act
and the rules and regulations of the Commission thereunder and shall not, as of
the applicable effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date of the Prospectus and any amendment
or supplement thereto, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements made therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this covenant shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by SBC expressly for use in
the Prospectus or any amendment or supplement thereto.


                                       9

<PAGE>   10

        (b) All of the documents incorporated by reference in the Registration
Statement and Prospectus, or any amendment or supplement thereto, whether
previously filed with the Commission or filed with the Commission following the
date hereof, at their respective times of filing, (i) shall have conformed or
shall conform, as applicable, in all material respects to the requirements of
the Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and (ii) shall not have contained or
shall not contain, as applicable, an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements made therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by SBC
expressly for use in the Prospectus or any amendment or supplement thereto.

        4.5 Furnishing of Prospectuses; Notice to SBC of Need for Amendment. The
Company shall furnish SBC with copies of the Prospectus, including any
amendments or supplements thereto, in such quantities as SBC may from time to
time reasonably request. If, while the Registration Statement is effective, the
delivery of a prospectus is required at any time during the period specified in
the first paragraph of this Article IV in connection with the offering and sale
of the Shares by SBC and if, at such time, any event shall have occurred as a
result of which the Prospectus, including the Prospectus as then amended or
supplemented, would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus or to file under
the Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Securities Act or the Exchange Act, the Company shall
notify SBC in writing and, as promptly as reasonably possible (and, where
possible, no later than three business days following notice thereof to SBC),
provided that where such report is required under this Section 4.5 solely to
comply with the periodic reporting provisions under the Exchange Act, such
report need not be filed sooner than required by such provisions and no such
written notice to SBC shall be required, shall amend or supplement the
Prospectus or file such document so as to correct such statement or omission or
effect such compliance and shall prepare and furnish to SBC without charge as
many copies as SBC may from time to time reasonably request of any amended
Prospectus or supplement to the Prospectus.

        4.6 Listing of the Shares. The Company shall use its best efforts to
list the Shares on the [APPLICABLE STOCK EXCHANGE].

        4.7 Delivery of Opinion and Comfort Letter. On the effective date of the
Registration Statement, the Company shall cause to be furnished to SBC (i) an



                                       10


<PAGE>   11

opinion or opinions of counsel for the Company, addressed to SBC and dated as of
the effective date of the Registration Statement, in substantially the form of
Exhibit A hereto, and (ii) a letter signed by [AUDITORS], addressed to SBC and
dated as of the effective date of the Registration Statement, in substantially
the form set forth in Exhibit B hereto.

        4.8 Delivery of Prospectuses to the [APPLICABLE STOCK EXCHANGE]. The
Company shall deliver to the [APPLICABLE STOCK EXCHANGE], for delivery to its
members upon their request, such number of prospectuses as the [APPLICABLE STOCK
EXCHANGE] may require or request in order to permit SBC to rely on Rule 153
under the Securities Act in meeting the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act.

        4.9 Furnishing of Additional Information. Until the earlier of the
Expiration Date or completion of resale of the Shares, the Company shall furnish
to SBC copies of all reports or other communications (financial or other)
generally furnished to stockholders and, as soon as they are available, copies
of any reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which the Shares or any class
of securities of the Company are listed and such additional information
concerning the business and financial condition of the Company as SBC may from
time to time reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to its stockholders generally
or to the Commission).

        4.10 Payment of Expenses. The Company shall pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Shares and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, the Prospectus and any amendments and supplements
thereto and the mailing and delivering of copies thereof, (ii) any fees incurred
in connection with the listing of the Shares on the [APPLICABLE STOCK EXCHANGE],
(iii) all expenses in connection with the qualification of the Shares for
offering and sale under Section 4.2 hereof, (iv) the cost of preparing
certificates for the Shares, (v) the cost and charges of any transfer agent or
registrar or dividend disbursing agent, and (vi) all other costs incident to the
performance of the Company's obligations under Article IV hereof which are not
otherwise specifically provided for in this Section. It is understood, however,
that except as provided in this Section 4.10, SBC will pay all of its own costs
and expenses, including the fees of its counsel and brokerage fees and
commissions and transfer taxes on resale of any of the Shares by SBC.

                                       11


<PAGE>   12



                           ARTICLE V AGREEMENTS OF SBC

        SBC agrees, with respect to the period beginning on the date hereof
through and including the Expiration Date, as follows:

        5.1 Information for Use in the Prospectus. As soon as practicable but in
no event later than the third business day following the receipt of a written
request from the Company, SBC shall furnish the Company with such information
regarding SBC and its proposed dispositions of Shares as the Company may from
time to time reasonably request for use in preparing the Registration Statement
and Prospectus, including any amendments or supplements thereto.

        5.2 Suspension of Disposition of Shares. Upon receipt of written notice
from the Company pursuant to Section 4.5 that an event has occurred as a result
of which, or that the Company has discovered that, the Prospectus, including the
Prospectus as then amended or supplemented, includes an untrue statement of a
material fact or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or that for any other reason it shall be necessary to
amend or supplement the Prospectus, SBC shall immediately discontinue
disposition of the Shares pursuant to the Registration Statement until such time
as SBC shall have received copies of an amended or supplemented Prospectus or
until it receives notice from the Company that dispositions of Shares may be
resumed without amendment or supplementation of the Prospectus.

        5.3 Notice of Completion. SBC shall promptly notify the Company upon
completion of its disposition of the Shares. 

        5.4 Resales of Shares. SBC agrees that it will not offer, transfer,
sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of any
Shares), except in compliance with the Securities Act and the rules and
regulations of the Commission thereunder, and in compliance with applicable
state securities or Blue Sky laws. 

                                       12
  

<PAGE>   13

                           ARTICLE VI INDEMNIFICATION

        The Company and SBC further agree as follows:

        6.1 Indemnification with Respect to the Registration Statement. (a) The
Company will indemnify and hold harmless SBC against any losses, claims, damages
or liabilities, joint or several, to which SBC may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse SBC for any legal or
other expenses reasonably incurred by SBC in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any supplement thereto, the Registration
Statement, the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by SBC
expressly for use therein.

        (b) SBC will indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus and any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus and any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by SBC expressly
for use therein and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

        (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) 


                                       13



<PAGE>   14

above of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party under
such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.

        (d) If the indemnification provided for in this Section 6.1 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and SBC on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or SBC on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
SBC agree that it would not be just and equitable if contribution pursuant to
this subsection (d) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.



                                       14

<PAGE>   15

        (e) The obligations of the Company under this Section 6.1 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each "affiliate" (as defined under the
Securities Act) of SBC, to each director and each officer of SBC and of its
affiliates, to each person, if any, who controls SBC or any of its affiliates
within the meaning of the Securities Act; and the obligations of SBC under this
Section 6.1 shall be in addition to any liability which SBC may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the Company
within the meaning of the Securities Act.


                               ARTICLE VII GENERAL

        7.1 Notices. (a) Any notice or other communication in respect of this
Agreement may be given in any manner set forth below to the address or number
specified in paragraph (b) of this Section 7.1 and will be deemed effective as
indicated: (i) if in writing and delivered in person or by courier, on the date
it is delivered; (ii) if sent by facsimile transmission, on the date that
transmission is received by a responsible employee of the recipient in legible
form (it being agreed that the burden of proving receipt will be on the sender
and will not be met by a transmission report generated by the sender's facsimile
machine); or (iii) if sent by certified or registered mail or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery
is attempted; unless that delivery (or attempted delivery) or that receipt, as
applicable, is not on a Local Business Day or occurs after the close of business
on a Local Business Day, in which case that notice or communication shall be
deemed given and effective on the first following day that is a Local Business
Day.

        (b) Notices shall be given to the addresses or facsimile numbers
reflected below:

If to SBC, to:               Swiss Bank Corporation, London Branch
                             c/o SBC Warburg Inc.
                             141 West Jackson Boulevard
                             Chicago, Illinois  60604

                             Attention: Legal Department
                             Facsimile: (312) 554-5734
                             Telephone: (312) 554-5376

                                       15


<PAGE>   16

If to the Company, to:       -------------------------------

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

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

                             -------------------------------
  
                              
                             Attention:     _________
                             Facsimile:     _________
                             Telephone:     _________

        (c) Either party may by notice to the other change the address or
facsimile number at which notices or other communications are to be given to it.

        7.2 Entire Agreement. This Agreement, together with the Warrant
Agreement, constitute the entire agreement and understanding of the parties with
respect to their subject matter and supersede all oral communications and prior
writings with respect thereto.

        7.3 Governing Law and Jurisdiction. (a) This Agreement shall be governed
by and construed in accordance with New York law (without reference to choice of
law doctrine). 

        (b) With respect to any suit, action or proceedings relating to this
Agreement ("Proceedings"), each party irrevocably (i) submits to the
non-exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in New York City, and
(ii) waives any objection which it may have at any time to the laying of venue
of any Proceedings brought in any such court, waives any claim that such
Proceedings have been brought in an inconvenient forum and further waives the
right to object, with respect to such Proceedings, that such court does not have
any jurisdiction over such party. Nothing in this Agreement precludes either
party from bringing Proceedings in any other jurisdiction, nor will the bringing
of Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

        (c) SBC hereby appoints Swiss Bank Corporation, New York Branch, 222
Broadway, New York, New York 10038, Attention: Legal Affairs, to receive, for it
and on its behalf, service of process of any Proceedings. The parties
irrevocably consent to service of process given in the manner provided for
notices in Section 7.1. Nothing in this Agreement will affect the right of
either party to serve process in any other manner permitted by law.

        7.4 Amendments and Waivers. No amendment, modification or waiver in
respect of this Agreement shall be effective unless in writing and executed by
each of the parties. A failure or delay in exercising any right, power or
privilege in respect of 


                                       16



<PAGE>   17

this Agreement shall not be presumed to preclude any subsequent or further
exercise of that right, power or privilege or the exercise of any other right,
power or privilege.

        7.5 Remedies Cumulative. The rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights,
powers, remedies and privileges provided by law.

        7.6 Headings. The headings used in this Agreement are for convenience of
reference only and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement. 

        7.7 No Third-Party Beneficiaries. Except as expressly provided in
Section 6.1(e), nothing in this Agreement is intended or shall be construed to
confer upon any person other than the parties hereto any right, remedy or claim
under or by reason of this Agreement. 

        7.8 Survival. The representations, warranties, indemnities and
agreements contained in this Agreement shall remain in full force and effect,
regardless of any investigation by or on behalf of any party, and shall survive
delivery of the Shares to SBC and resale of the Shares by SBC or any affiliated
entity. 

        7.9 Counterparts. This Agreement may be executed in one or more
counterparts with the same effect as if the signatures to each counterpart were
upon the same instrument. 

        7.10 Assignability. This Agreement is not assignable by either party
without the prior written consent of the other; provided that, with the consent
of the Company, which consent shall not be unreasonably withheld, SBC may assign
this Agreement and SBC's rights and obligations hereunder to SBC Warburg Inc.,
an indirect, wholly owned subsidiary of SBC. 

                                       17

<PAGE>   18



        IN WITNESS WHEREOF, [ISSUER] and Swiss Bank Corporation, London Branch,
have executed this Agreement as of the day and year first written above.


                                        [ISSUER]



                                        By:
                                           ------------------------------------
                                        Title:
                                              ---------------------------------


                                        SWISS BANK CORPORATION,
                                          LONDON BRANCH


                                        By:
                                           ------------------------------------
                                        Title:
                                              ---------------------------------



                                        By:
                                           ------------------------------------
                                        Title:
                                              ---------------------------------



                                       18

<PAGE>   19


                                                                       EXHIBIT A

                           Form of Opinion of Counsel
                    In Connection With Registration Statement


        Counsel reasonably satisfactory to SBC shall have furnished to SBC his
or their written opinion, dated the effective date of the Registration
Statement, in form and substance reasonably satisfactory to SBC, to the effect
that:

        (i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of _______, with
corporate power and authority to own its properties and conduct its business as
described in the prospectus; and each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation and is in good standing
under the laws of its jurisdiction of incorporation, except where the failure to
be so would not have a material adverse effect on the Company and the
subsidiaries taken as a whole;

        (ii) The Company has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each
jurisdiction other than the State of _____________ in which it owns or leases
properties, or conducts any business, so as to require such qualification, or is
subject to no material liability or disability by reason of the failure to be so
qualified in any jurisdiction (such counsel being entitled to rely in respect of
the opinion in this clause upon opinions of local counsel and in respect of
matters of fact upon certificates of officers of the Company, provided that such
counsel shall state that they believe that both SBC and they are justified in
relying upon such opinions and certificates);

        (iii) The Company has authorized capital stock as set forth in the
prospectus, and all of the issued shares of capital stock of the Company
(including the Shares delivered in exercise of the Call Warrant and registered
pursuant to the Registration Statement) have been duly and validly authorized
and issued and are fully paid and non-assessable; the Common Stock conforms in
all material respects to the description thereof incorporated by reference in
the Prospectus; all of the issued shares of capital stock of the subsidiaries of
the Company have been duly and validly authorized and issued, are fully paid and
non-assessable, and (except for directors' qualifying shares) are owned directly
or indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims; and the Company's stockholders have no preemptive rights
with respect to the Shares delivered in exercise of the Call Warrant (such
counsel being entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon certificates of
officers of the Company or its subsidiaries, provided that such counsel shall
state that they believe that both SBC and they are justified in relying upon
such opinions and 

                                       19

<PAGE>   20

certificates);

        (iv) To the best of such counsel's knowledge and other than as set forth
or incorporated by reference in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material adverse
effect on the business operations, consolidated financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of such counsel's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;

        (v) The documents incorporated by reference in the Prospectus (other
than the financial statements, related schedules and other financial information
therein, as to which such counsel need express no opinion), when they were filed
with the Commission complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder; and

        (vi) The Registration Statement and the Prospectus (other than the
financial statements, related schedules and other financial information therein,
as to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Securities Act and the rules and
regulations thereunder; and such counsel do not know of any amendment to the
Registration Statement required to be filed or any contracts or other documents
of a character required to be filed as an exhibit to the Registration Statement
or required to be incorporated by reference into the Prospectus or required to
be described in the Registration Statement or the Prospectus which are not filed
or incorporated by reference or described as required.

        [(vii) Each of the Company and each of its subsidiaries has all
consents, approvals, authorizations, orders, registrations and all statutes,
orders, rules and regulations of, all courts and governmental agencies and
bodies having jurisdiction over it and any of its properties, except where the
failure to have any such consent, approval, authorization, order, registration
or qualification, or so to comply, would not, individually or in the aggregate
with all other such failures, have a material adverse effect on the business
operations, consolidated financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole; and, to the
best of such counsel's knowledge, there is no pending or threatened action,
suit, proceeding or investigation that reasonably could lead to the revocation,
termination or suspension of, or render invalid or otherwise ineffective, any
such license, consent, approval, authorization, order, registration or
qualification, other than any such revocation, termination, suspension,
invalidity or ineffectiveness that would not, individually or in the aggregate
with all other such revocations, terminations, 


                                       20



<PAGE>   21

suspensions, invalidity and ineffectiveness, have a material adverse effect on
the business operations, consolidated financial position, shareholders' equity
or results of operations of the Company and its subsidiaries, taken as a whole.]

        In addition to the matters set forth above, the opinion shall also
contain a statement to the effect that while such counsel are not passing upon,
and do not assume responsibility for, the accuracy, completeness or fairness of
the Registration statement or the Prospectus, including the documents
incorporated by reference therein, based upon the procedures referred to in such
opinion nothing has come to the attention of such counsel which leads him or
them to believe (i) that the Registration Statement as of its effective date to
the Prospectus as of its date (other than the financial statements, related
schedules and other financial information therein as to which such counsel need
express no belief) contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) that any of the documents incorporated
by reference in the Prospectus which were filed with the Commission prior to
such effective time (other than the financial statements, related schedules and
other financial information therein, as to which such counsel need express no
belief), as of the respective dates when they were filed with the Commission in
each case after excluding any statement in any such document which does not
constitute part of the Registration Statement or the Prospectus pursuant to Rule
412 of Regulation C under the Securities Act and after substituting therefor any
statement modifying or superseding such excluded statement, contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not misleading.


                                       21



<PAGE>   1
                                                                   EXHIBIT 10.72



(Multicurrency-Cross Border)

                                      ISDA
                  International Swap Dealers Association, Inc.


                                MASTER AGREEMENT

                           dated as of August 26, 1997

Swiss Bank Corporation,
London Branch                               and IDEC PHARMACEUTICALS CORPORATION

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.   INTERPRETATION

(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(e) Single Agreement. All Transactions are entered into in reliance on the fact
that this
 Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a) General Conditions.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement in freely transferable
     funds and in the manner customary for payments in the required currency.
     Where settlement is by delivery (that is, other than by payment), such
     delivery will be made for receipt on the due date in the manner customary
     for the relevant obligation unless otherwise specified in the relevant
     Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.


Copyright  1992 by International Swap Dealers Association, Inc.



                                       1

<PAGE>   2
(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:--

     (i) in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d) Deduction or Withholding for Tax.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that such
          deduction or withholding is required or receiving notice that such
          amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise entitled under this Agreement, such
          additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes, whether
          assessed against X or Y) will equal the full amount Y would have
          received had no such deduction or withholding been required. However,
          X will not be required to pay any additional amount to Y to the extent
          that it would not be required to be paid but for:--

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d): or

               (B) the failure of a representation made by Y pursuant to Section
               3(f) to be accurate and true unless such failure would not have
               occurred but for (I) any action taken by a taxing authority, or
               brought in a court of competent jurisdiction, on or after the
               date on which a Transaction is entered into (regardless of
               whether such action is taken or brought with respect to a party
               to this Agreement) or (II) a Change in Tax Law.



                                       2

<PAGE>   3
     (ii) Liability. If:--

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any deduction
          or withholding in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount. for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a) Basic Representations.

     (i) Status. It is duly organised and validly existing under the laws of the
     jurisdiction of its organisation or incorporation and, if relevant under
     such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).



                                       3

<PAGE>   4
(b) Absence of Certain Events. No Event of Default or Potendal Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payer Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with sucb deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     local or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it witb respect to tbis Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in tbe future.

(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of tbis
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax 



                                       4

<PAGE>   5
Jurisdiction") and will indemnify tbe other party against any Stamp Tax levied
or imposed upon the otber party or in respect of the other party's execution or
performance of this Agreement by any such Stamp Tax Jurisdiction which is not
also a Stamp Tax Jurisdiction with respect to the other party.


5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) Events of Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support Provider of such party
          to comply with or perform any agreement or obligation to be complied
          with or performed by it in accordance with any Credit Support Document
          if such failure is continuing after any applicable grace period has
          elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction of
          all obligations of such party under each Transaction to which such
          Credit Support Document relates without the written consent of the
          other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the validity
          of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation under
     Section 3(e) or (f) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specified Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
     Threshold Amount (as specified in the 



                                       5

<PAGE>   6
     Schedule) which has resulted in such Specified Indebtedness becoming, or
     becoming capable at such time of being declared, due and payable under such
     agreements or instruments, before it would otherwise have been due and
     payable or (2) a default by such party, such Credit Support Provider or
     such Specified Entity (individually or collectively) in making one or more
     payments on the due date thereof in an aggregate amount of not less than
     the applicable Threshold Amount under such agreements or instruments (after
     giving effect to any applicable notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:--

          (1) is dissolved (other than pursuant to a consolidation, amalgamation
          or merger); (2) becomes insolvent or is unable to pay its debts or
          fails or admits in writing its inability generally to pay its debts as
          they become due; (3) makes a general assignment, arrangement or
          composition with or for the benefit of its creditors; (4) institutes
          or has instituted against it a proceeding seeking a judgment of
          insolvency or bankruptcy or any other relief under any bankruptcy or
          insolvency law or other similar law affecting creditors' rights, or a
          petition is presented for its winding-up or liquidation, and, in the
          case of any such proceeding or petition instituted or presented
          against it, such proceeding or petition (A) results in a judgment of
          insolvency or bankruptcy or the entry of an order for relief or the
          making of an order for its winding-up or liquidation or (B) is not
          dismissed, discharged, stayed or restrained in each case within 30
          days of the institution or presentation thereof; (5) has a resolution
          passed for its winding-up, of official management or liquidation
          (other than pursuant to a consolidation, amalgamation or merger); (6)
          seeks or becomes subject to the appointment of an administrator,
          provisional liquidator, conservator, receiver, trustee, custodian or
          other similar official for it or for all or substantially all its
          assets; (7) has a secured party take possession of all or
          substantially all its assets or has a distress, execution, attachment,
          sequestration or other legal process levied, enforced or sued on or
          against all or substantially all its assets and such secured party
          maintains possession, or any such process is not dismissed,
          discharged, stayed or restrained, in each case within 30 days
          thereafter; (8) causes or is subject to any event with respect to it
          which, under the applicable laws of any jurisdiction, has an analogous
          effect to any of the events specified in clauses (1) to (7)
          (inclusive); or (9) takes any action in furtherance of, or indicating
          its consent to, approval of, or acquiescence in, any of the foregoing
          acts; or

     (viii) Merger Without Assumption. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and at the
     time of such consolidation, amalgamation, merger or transfer--

          (1) the resulting, surviving or transferee entity fails to assume all
          the obligations of such party or such Credit Support Provider under
          this Agreement or any Credit Support Document to which it or its
          predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i) Illegality. Due to the adoption of or any change in, any applicable law
     after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in the interpretation by any court, tribunal
     or regulatory authority with competent jurisdiction of any applicable law
     after such date, it becomes unlawful (other than as a result of a breach by
     the party of Section 4(b)) for such party (which will be the Affected
     Party):--



                                       6

<PAGE>   7
          (1) to perform any absolute or contingent obligation to make a payment
          or delivery or to receive a payment or delivery in respect of such
          Transaction or to comply with any other material provision of this
          Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event X or its successor or transferee, as appropriate, will
     be the Affected Party); or


     (v) Additional Termination Event. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying, the occurrence
     of such event (and, in such event, the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

6.   EARLY TERMINATION

(a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).



                                       7

<PAGE>   8
(b) Right to Terminate Following Termination Event.

     (i) Notice. If a Termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that Termination Event and each Affected Transaction and will also give
     such other information about that Termination Event as the other party may
     reasonably require.

     (ii) transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there arc two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv) Right to Terminate. If:--

          (l) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i): or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
          or an Additional Termination Event occurs, or a Tax Event Upon Merger
          occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then continuing, designate
     a day not earlier than the day such notice is effective as an Early
     Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

     (i) If notice designating an Early Termination Date is given under Section
     6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).



                                       8

<PAGE>   9
(d) Calculations.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date. each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that Market Quotation or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (i) Events of Default. If the Early Termination Date results from an Event
     of Default:--

          (1) First Method and Market Quotation. If the First Method and Market
          Quotation apply, the Defaulting Party will pay to the Non-defaulting
          Party the excess, if a positive number, of (A) the sum of the
          Settlement Amount (determined by the Non-defaulting Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the
          Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the Non-defaulting Party) in
          respect of the Terminated Transactions and the termination Currency
          Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
          less (B) the Termination Currency Equivalent of the Unpaid Amounts
          owing to the Defaulting Party. If that amount is a positive number,
          the Defaulting Party will pay it to the Non-defaulting Party; if it is
          a negative number, the Non-defaulting Party will pay the absolute
          value of that amount to the Defaulting Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute value
          of that amount to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date results from a
     Termination Event:--

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3) if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and to
          the Non-defaulting Party will be deemed to be references to the
          Affected Party and 



                                       9

<PAGE>   10
          the party which is not the Affected Party, respectively, and, if Loss
          applies and fewer than all the Transactions are being terminated, Loss
          shall be calculated in respect of all Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties:--

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions, and
               an amount will be payable equal to (1) the sum of (a) one-half of
               the difference between the Settlement Amount of the party with
               the higher Settlement Amount ("X") and the Settlement Amount of
               the party with the lower Settlement Amount ("Y") and (b) the
               Termination Currency Equivalent of the Unpaid Amounts owing to X
               less (II) the Termination Currency Equivalent of the Unpaid
               Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the Transactions
               are being terminated, in respect of all Terminated Transactions)
               and an amount will be payable equal to one-half of the difference
               between the Loss of the party with the higher Loss ("X") and the
               Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if it
          is a negative number, X will pay the absolute value of that amount to
          Y.

     (iii) Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

7.   TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party except that:--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   CONTRACTUAL CURRENCY

(a) Payment in the Contractual Currency. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in convening the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to 



                                       10

<PAGE>   11
compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in
respect of this Agreement, the party receiving the payment will refund promptly
the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a Judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation herein the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.


9.   MISCELLANEOUS

(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii) the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights powers remedies and privileges provided by law.

(e) Counterparts and Confirmations.

     (i) This Agreement (and each amendment, modification and waiver in respect
     of it) may he executed and delivered in counterparts (including by
     facsimile transmission) each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart telex or electronic message
     constitutes a Confirmation.



                                       11

<PAGE>   12
(f) No Waiver of Rights. A failure or delay in exercising any right power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.  OFFICES: MULTIBRANCH PARTIES

(a) If Section 10(a) is specified in the Schedule as applying each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of holding office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.  EXPENSES

A Defaulting Party will on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.  NOTICES

(a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i) if in writing and delivered in person or by courier on the date it is
     delivered;

     (ii) if sent by telex, on the date the recipient's answerback is received:

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested) on the date that mail is delivered or
     its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(h) Change of Address. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.



                                       12

<PAGE>   13
13.  GOVERNING LAW AND JURISDICTION

(a) Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i) submits to the jurisdiction of the English courts, if this Agreement is
     expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of New
     York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.  DEFINITIONS

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate:



                                       13

<PAGE>   14
(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"Law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the ease of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.



                                       14

<PAGE>   15
"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
6(e)(ii)(2)(A) applies. Loss does not include a party's Legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or paces from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to he excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four Leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is 



                                       15

<PAGE>   16
incorporated, organised, managed and controlled or considered to have its seat,
(b) where an Office through which the party is acting for purposes of this
Agreement is located, (c) in which the party executes this Agreement and (d) in
relation to any payment. from or through which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this agreement
another contract, applicable law, or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means; any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto) that
is imposed by any government or other taxing authority in respect of; toy
payment under this Agreement other than a stamp, registration, documentation or
similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as 



                                       16

<PAGE>   17
being required to purchase such amount of such Other Currency as at the relevant
Early Termination Date, or, if the relevant Market Quotation or Loss (as the
case may be), is determined as of a later date, that later date, with the
Termination Currency at the rate equal to the spot exchange rate of the foreign
exchange agent (selected as provided below) for the purchase of such Other
Currency with the Termination Currency at or about 11:00 a.m. (in the city in
which such foreign exchange agent is located) on such date as would be customary
for the determination of such a rate for the purchase of such Other Currency for
value on the relevant Early Termination Date or that later date. The foreign
exchange agent will, if only one party is obliged to make a determination under
Section 6(e), be selected in good faith by that party and otherwise will be
agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

SWISS BANK CORPORATION,                 IDEC PHARMACEUTICALS CORPORATION
LONDON BRANCH


By: /s/ Amelia Sicilia                  By: /s/ Phillip Schneider
   --------------------------------        --------------------------------
   Name: Amelia Sicilia                    Name: Phillip Schneider
   Title: Attorney-In-Fact                 Title: Vice President & C.F.O.
   Date: August 26, 1997                   Date: September 4, 1997



By: /s/ Bernd E. Kallmeyer
   --------------------------------
   Name: Bernd E. Kallmeyer
   Title: Attorney-In-Fact
   Date:



                                       17

<PAGE>   18
                                    SCHEDULE
                             to the Master Agreement
                           dated as of August 26, 1997
                                     between

SWISS BANK CORPORATION,                and     IDEC PHARMACEUTICALS CORPORATION,
LONDON BRANCH                                            a corporation organized
                                         under the laws of the State of Delaware
("Party A")                                                          ("Party B")



                                     PART 1
                             TERMINATION PROVISIONS


In this Agreement:



(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

         Section 5(a)(v),                                              NONE
         Section 5(a)(vi),                                             NONE
         Section 5(a)(vii),                                            NONE
         Section 5(b)(iv),                                             NONE

         and in relation to Party B for the purpose of:

         Section 5(a)(v),                                              NONE
         Section 5(a)(vi),                                             NONE
         Section 5(a)(vii),                                            NONE
         Section 5(b)(iv),                                             NONE

(b) The definition of "SPECIFIED TRANSACTION" shall have the meaning specified
in Section 14 of the Agreement.

(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to both
parties but shall exclude any default that results solely from wire transfer
difficulties or an error or omission of an administrative or operational nature
(so long as sufficient funds are available to the relevant party on the relevant
date), but only if payment is made within three Business Days after such
transfer difficulties have been corrected or the occurrence of an error or
omission has been discovered.

         If such provisions apply:

         "SPECIFIED INDEBTEDNESS" means any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise) in respect
of borrowed money or any Derivative Transaction other than any Specified
Transaction.

         "THRESHOLD AMOUNT" means

         (i) with respect to Party A, 2% of "Total Capital and Reserves" of
         Swiss Bank Corporation as shown on the most recent annual audited
         financial statements of Swiss Bank Corporation and

         (ii) with respect to Party B, or any Specified Entity or Credit Support
         Provider, the lesser of U.S. Dollars 1Omm or 2% of the stockholders'
         equity (however described) of Party B or the relevant Specified Entity
         or the Credit Support Provider as shown on the most recent annual
         audited financial statements of Party B or the relevant Specified
         Entity or the Credit Support Provider.



                                       1

<PAGE>   19
(d) "THE CREDIT EVENT UPON MERGER" provisions of Section 5 (b)(iv) will not
apply to Party A or Party B.

(e) THE "AUTOMATIC EARLY TERMINATION" provision of Section 6 (a) will not apply
to Party A or Party B.

(f) "PAYMENTS ON EARLY TERMINATION". For the purpose of Section 6 (e) of this
Agreement:

         (i) Loss will apply.

         (ii) The Second Method will apply.

(g) "TERMINATION CURRENCY" means United States Dollars.

(h) "ADDITIONAL TERMINATION EVENT" will not apply.

                                     PART 2
                               TAX REPRESENTATIONS

(a) Payer Representation. For the purpose of Section 3(e) of this Agreement,
Party A will make the following representation and Party B will make the
following representation:-

                  It is not required by any applicable law, as modified by the
         practice of any relevant governmental revenue authority, of any
         Relevant Jurisdiction to make any deduction or withholding for or on
         account of any Tax from any payment (other than interest under Section
         2(e), 6 (d) (ii) or 6 (e) of this Agreement) to be made by it to the
         other party under this Agreement. In making this representation, it may
         rely on (i) the accuracy of any representations made by the other party
         pursuant to Section 3 (f) of this Agreement, (ii) the satisfaction of
         the agreement contained in Section 4 (a)(iii) of this Agreement and the
         accuracy and effectiveness of any document provided by the other party
         pursuant to Section 4 (a)(i) or 4 (a)(iii) of this Agreement and (iii)
         the satisfaction of the agreement of the other party contained in
         Section 4 (d) of this Agreement, provided that it shall not be a breach
         of this representation where reliance is placed on clause (ii) and the
         other party does not deliver a form or document under Section 4
         (a)(iii) by reason of material prejudice to its legal or commercial
         position.

(b) Payee Representations. For the purpose of Section 3(f) of this Agreement,
Party A makes the following representation:

         Each payment received or to be received by it in connection with this
         Agreement will be effectively connected with its conduct of a trade or
         business in the United States of America.

                                     PART 3
                         AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a) (i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:

(a) Tax forms, documents or certificates to be delivered are:


<TABLE>
 PARTY REQUIRED TO
 DELIVER DOCUMENT         FORM/DOCUMENT/CERTIFICATE          DATE BY WHICH TO BE DELIVERED
 <S>                      <C>                                <C>
 Party A                  Department of the Treasury         On or before execution of this
                          Internal Revenue Service           Agreement and on an annual
                          Form 4224                          basis thereafter

 Party B                  Department of the Treasury         On or before execution of this
                          Internal Revenue Service           Agreement
                          Form W-9
</TABLE>




                                       2

<PAGE>   20
(b) Other documents to be delivered are:


<TABLE>
<CAPTION>
 PARTY REQUIRED                                                                              COVERED BY
 TO DELIVER                                                       DATE BY WHICH TO           SECTION 3(D)
 DOCUMENT                 FORM/DOCUMENT/CERTIFICATE               BE DELIVERED               REPRESENTATION
 <S>                      <C>                                     <C>                        <C>
 Party A and              Signature authentication                On or before               YES
 Party B                  satisfactory to the other party         execution of this
                          hereto                                  Agreement

 Party B                  Copy (certified by an officer)          On or before               YES
                          of the board resolution (or             execution of this
                          equivalent authorizing                  Agreement
                          documentation) permitting the
                          entering into of this
                          Agreement and Transactions
                          hereunder

 Party B                  Legal opinion satisfactory to           On or before               YES
                          Party A regarding (inter alia)          execution of this
                          the ability of Party B to enter         Agreement
                          into this Agreement and
                          Transactions hereunder
</TABLE>



                                     PART 4
                                  MISCELLANEOUS

(a) ADDRESSES FOR NOTICES. For the purposes of Section 12(a) of this Agreement:

         (i) All notices or communications to Party A shall be sent to the
         address, telex number, or facsimile number reflected below:

         Address: Swiss Bank Corporation, London Branch, 1 High Timber Street,
         London EC4V 3SB, Attention: Swaps Group, Telex: 887434, Answerback:
         SBCO G

         (ii) All notices or communications to Party B shall be sent to the
         address, telex number, or facsimile number reflected below:

         Address:          IDEC Pharmaceuticals Corporation
                           3030 Callan Road
                           San Diego, CA 92121

         Attention: Phillip Schneider, Vice President and Chief Financial
         Officer

         Facsimile: (619) 458-8439 Telephone No: (619) 458-8813

(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent: Swiss Bank Corporation, New York
         Branch, 222 Broadway, New York, NY 1 003G, Attention: Legal Affairs

         Party B appoints as its Process Agent: N/A

(c) OFFICES. The provisions of Section 10(a) will apply to Party A and Party B,
it being the understanding of the parties that while obligations entered into by
an Office of a party pursuant to this Agreement constitute obligations of the
company (and not merely of such Office), each party will, in respect of any
Transaction and in the ordinary course of business, send payments and notices to
and receive payments and notices from the Office of the other party specified in
the Confirmation of such Transaction rather than any other office of such party.
A party (the "owed party") may seek payment from the head office of the other
party (the "owing party") with respect to this Agreement in the event that an
amount payable to the owed party by the owing party pursuant to this Agreement
(including any amount payable as a result of the occurrence or designation of an
Early Termination Date) has not been paid in full when due.



                                       3

<PAGE>   21
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement
neither Party A nor Party B is a Multibranch Party.

(e) CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.

(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document: NONE

(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means: NOT APPLICABLE

(h) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE
OF LAW DOCTRINE).

(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply.

(j) "AFFILIATE" will have the meaning specified in Section 14 of this Agreement.

                                     PART 5
                                OTHER PROVISIONS

(a) SET-OFF. Without affecting the provisions of the Agreement requiring the
calculation of certain net payment amounts, all payments under this Agreement
will be made without set-off or counterclaim; provided, however, that upon the
designation of any Early Termination Date, in addition to and not in limitation
of any other right or remedy (including any right to set off, counterclaim, or
otherwise withhold payment or any recourse to any Credit Support Document) under
applicable law the Non-defaulting Party or Non-affected Party (in either case,
"X") may without prior notice to any person set off any sum or obligation
(whether or not arising under this Agreement and whether matured or unmatured,
whether or not contingent and irrespective of the currency, place of payment or
booking office of the sum or obligation) owed by the Defaulting Party or
Affected Party (in either case, "Y") to X or any Affiliate of X against any sum
or obligation (whether or not arising under this Agreement, whether matured or
unmatured, whether or not contingent and irrespective of the currency, place of
payment or booking office of the sum or obligation) owed by X or any Affiliate
of X to Y and, for this purpose, may convert one currency into another at a
market rate determined by X. If any sum or obligation is unascertained, X may in
good faith estimate that sum or obligation and set-off in respect of that
estimate, subject to X or Y, as the case may be, accounting to the other party
when such sum or obligation is ascertained.

(b) PAYMENT AND DELIVERY OBLIGATIONS. Section 2(a)(iii) is amended by deleting
the words "or Potential Event of Default" from subsection (1) thereof.

(c) REPRESENTATIONS AND WARRANTIES. Section 3(a) is amended by adding the
following paragraphs (vi) and (vii):

         (vi) NO AGENCY. It is entering into this Agreement and each Transaction
         as principal (and not as agent or in any other capacity, fiduciary or
         otherwise).

         (vii) ELIGIBLE SWAP PARTICIPANT. It is an eligible swap participant as
         that term is defined by the United States Commodity Futures Trading
         Commission in 17 C.F.R. ss. 35.1 (b)(2) and it has entered into this
         Agreement and it is entering into each Transaction in connection with
         its line of business (including financial intermediation services) or
         the financing of its business; and the material terms of this Agreement
         and such Transaction have been individually tailored and negotiated.

(d) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to the
other party on the date on which it enters into a Transaction that (absent a
written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):

         (i) NON-RELIANCE. It is acting for its own account, and it has made its
         own independent decisions to enter into that Transaction and as to
         whether that Transaction is appropriate or proper for it based upon its
         own judgment and upon advice from such advisers as it has deemed
         necessary. It is not relying on any communication (written or oral) of
         the other party as investment advice or as a recommendation to enter
         into that Transaction; it being understood that information and
         explanations related to the terms and conditions of a 



                                       4

<PAGE>   22
         Transaction shall not be considered investment advice or a
         recommendation to enter into that Transaction. No communication
         (written or oral) received from the other party shall be deemed to be
         an assurance or guarantee as to the expected results of that
         Transaction.

                  (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing
         the merits of and understanding (on its own behalf or through
         independent professional advice), and understands and accepts the
         terms, conditions and risks of that Transaction. It is also capable of
         assuming, and assumes, the risks of that Transaction.

                  (iii) STATUS OF PARTIES. The other party is not acting as a
         fiduciary for or an adviser to it in respect of that Transaction.

(e) TRANSFER. Section 7 is amended by the deletion of "and" at the end of
paragraph (a), the deletion of the full stop at the end of paragraph (b) and the
insertion of a semi-colon followed by "and" in its place, and the insertion of a
new paragraph after paragraph (b) at the end thereof "(c) Party A may transfer
its rights and obligations under this Agreement in whole (but not in part) to
any branch of Swiss Bank Corporation provided that as a result of such transfer:

         (i)      it does not become unlawful for either party to perform any
                  obligation under this Agreement;

         (ii)     neither party is required to pay to the other party an
                  additional amount under Section 2(d)(i)(4) or to receive a
                  payment from which an amount is required to be deducted or
                  withheld for or on account of a Tax and no additional amount
                  is required to be paid in respect of such Tax under Section
                  2(d)(i)(4); and

         (iii)    no Event of Default occurs in respect of either party."

(f) WAIVER OF JURY TRIAL. Each party hereby irrevocably waives any and all right
to trial by jury in any suit, action or proceeding arising out of or relating to
this Agreement or any Transaction and acknowledges that this waiver is a
material inducement to the other party's entering into this Agreement.

(g) CONSENT TO RECORDING. The parties agree that each may electronically record
all telephonic conversations between them and that any such recordings may be
submitted in evidence to any court or in any Proceedings for the purpose of
establishing any matters pertinent to any Transaction.

(h) SEVERANCE. In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, such
provisions shall be severed from this Agreement to the extent of such
invalidity, illegality or unenforceability, unless such severance shall
substantially impair the benefits of the remaining portions of this Agreement.
The Agreement after such severance shall remain the valid, binding and
enforceable obligation of the parties hereto.

(i) NETTING PROVISIONS. If an Early Termination Date occurs, amounts determined
in respect of all Terminated Transactions shall be aggregated with and netted
against one another in performing the calculations contemplated by Section 6(e).
If the calculation of the amount payable pursuant to Section 6(e) in respect of
an Early Termination Date would involve the aggregation or netting of amounts
determined in respect of Transactions of different types, and under applicable
law amounts determined in respect of one or more types of Transactions hereunder
may not be aggregated with or netted against amounts determined in respect of
one or more other types of Transactions in performing such calculation, then,
notwithstanding the foregoing or any other provision of this Agreement,
aggregation and netting will be performed within and between types of
Transactions to the fullest extent permitted by law in performing such
calculation, and the setoff provisions of this Agreement and applicable law
shall be applied to the resulting amount or amounts.

(j) DEFINITIONS. The following definition shall appear in Section 14 after the
definition of "Defaulting Party":

         "Derivative Transaction means:

                  (a) any transaction (including an agreement with respect
                  thereto) which is a rate swap transaction, basis swap, forward
                  rate transaction, commodity swap, commodity option, equity or
                  equity index swap, equity or equity index option, bond option,
                  interest rate option, foreign exchange transaction, repurchase
                  transaction, reverse 



                                       5

<PAGE>   23
                  repurchase transaction, precious metals transaction, cap
                  transaction, floor transaction, collar transaction, currency
                  swap transaction, cross-currency rate swap transaction,
                  currency option or any other similar transaction (including
                  any option with respect to any of these transactions); and

                  (b) any combination of these transactions."

(k) ONE-WAY TRANSACTION. Party B agrees that in the event the parties enter into
a Transaction, other than a call option transaction written by either Party A or
Party B where the property underlying the transaction is the common stock of
Party B, then Party B will enter into a new Master Agreement with Party A or
will amend this Agreement, in either case in a form satisfactory to Party A and
Party B.

                                     PART 6
            ADDITIONAL TERMS FOR EQUITY AND EQUITY INDEX TRANSACTIONS

Notwithstanding anything to the contrary in this Agreement, the following
provisions will apply for the purposes of any Transaction which is an option on
a single security, a basket of securities or an index, including any Transaction
which contemplates by its terms the physical delivery of shares, participation
certificates or other equity securities ("Shares"):

(a) DIVIDENDS AND EXPENSES. The following provision shall be included as Section
2(f):

         (f) DIVIDENDS AND EXPENSES ON DELIVERY: All dividends on the Shares to
be delivered shall be payable to and all costs and expenses incurred in
connection with the delivery of Shares (including, without prejudice to Section
2(d), any Tax or Stamp Tax and any interest or penalties payable in connection
therewith) shall be payable by the party who would customarily receive such
dividend or bear such costs or expenses under a contract for the purchase of the
Shares by the deliveree through the clearance system specified in the relevant
Confirmation.

(b) DEFAULT INDEMNITY. If prior to the occurrence or effective designation of an
Early Termination Date in respect of any Transaction a party defaults in the
performance of any obligation under such Transaction required to be settled by
delivery, it will indemnify the other party on demand for any costs, losses or
expenses (including the costs of borrowing Shares, if applicable) resulting from
such default.

(c) REPRESENTATIONS. Each party acknowledges that (i) certain Transactions may
be securities that have not been registered under the Securities Act of 1933 of
the United States of America, as amended (the "1933 Act"), or underthe laws of
any state, (ii) no federal or state agency has passed upon such Transactions or
made any finding or determination as to the fairness of such Transactions and
(iii) such Transactions are intended to be exempt from registration under the
1933 Act. In addition to the representations made pursuant to Section 3 of this
Agreement, each party represents to the other party with respect to any such
Transaction that (i) it is an accredited investor, as such term is defined in
Regulation D promulgated under the 1933 Act, (ii) it has had access to such
information regarding such Transaction and the other party as it requested,
(iii) it has knowledge and experience in financial and business matters and is
capable of evaluating the merits and risks of such Transaction and is able to
bear the economic risk of its investment, including without limitation the risk
of complete loss on the investment, (iv) it acquired its interest in such
Transaction for its own account for investment and not with a view to, or in
connection with, any distribution of such interests, (v) it will not sell,
transfer, assign or otherwise dispose such Transaction or interests herein and
therein in violation of the 1933 Act and the rules and regulations promulgated
thereunder, and (vi) with respect to any Transaction which contemplates by its
terms the physical delivery of Shares, at the time of the delivery of any such
Shares to the other party, it possesses full legal and beneficial title thereto
and it is delivering the same free and clear of any lien, claim, encumbrance or
security interest of any kind whatsoever created by the deliveror.



                                       6



<PAGE>   1
CONTRACT A                                                         EXHIBIT 10.73

                                  CONFIRMATION

Date:               September 11, 1997

To:                 IDEC Pharmaceuticals Corporation ("Party B")

Attention:          Phillip Schneider

From:               Swiss Bank Corporation, London Branch ("Party A")

Re:                 Equity Option Confirmation 
                    Reference Number 1262211/ 1262212
- --------------------------------------------------------------------------------
The purpose of this communication is to confirm the terms and conditions of the
transaction (the "Transaction") entered into between us on the Trade Date
specified below.

The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc. (formerly
known as the International Swap Dealers Association, Inc.) ("ISDA")) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of August 26, 1997, as amended and supplemented from time to
time (the "Agreement"), between you and Swiss Bank Corporation. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.

The terms of the Transaction to which this Confirmation relates
 are as follows:

Trade Date            :      *________* 

Buyer                 :      Party B

Seller                :      Party A

Option Style          :      European Option

- ----------

 *________* Indicates that material has been omitted and confidential
treatment has been requested therefor. All such omitted material has been filed
separately with Secretary of the Commission in the Company's Application
Requesting Confidential Treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


<PAGE>   2


Option Type                  :      Capped Call

Shares                       :      Common Stock of IDEC Pharmaceuticals 
                                    Corporation (Symbol: IDPH)

Number of Options            :      600,000

Contract Multiplier          :      1.00

Strike Price                 :      *________*

Cap Price                    :      USD 46.40

Total Premium                :      *________*.

Expiration Date              :      *________*, or, if that date is not an 
                                     Exchange Business Day, the following day
                                     that is an Exchange Business Day.

Currency
Business Day                 :       Any day on which commercial banks are open
                                     for business (including dealings in foreign
                                     exchange and foreign currency deposits) in
                                     the cities from which and in which a
                                     payment is to be made.

Exchange
Business Day                 :       A day that is (or but for the occurrence of
                                     a Market Disruption Event, would have been)
                                     a trading day on the Exchange and the
                                     Pacific Stock Exchange (other than a day on
                                     which trading on any such exchange is
                                     scheduled to close prior to its regular
                                     weekday closing time, first announced on
                                     the day of such closing).

Normal
Trading Day                  :       An Exchange Business Day on which no Market
                                     Disruption Event has occurred or is
                                     continuing.

Market
Disruption Event             :       The occurrence or existence on any Exchange
                                     Business Day during the one-half hour
                                     period that ends at the close of business
                                     of any suspension of or limitation imposed
                                     on trading (by reason of 
- ----------

 *________* Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.

                                       2

<PAGE>   3

                                     movements in price exceeding levels
                                     permitted by the relevant exchange or
                                     otherwise), provided that any such event is
                                     material in the reasonable determination of
                                     the Calculation Agent, on: (i) the Exchange
                                     in the Shares; or (ii) the Pacific Stock
                                     Exchange in options contracts on the
                                     Shares.

Exchange                     :       Nasdaq National Market

Clearance System
Business Day                 :       Any day on which the Clearance System is
                                     open for the acceptance and execution of
                                     settlement instructions.

Clearance System             :       Depository Trust Company, or any successor
                                     to or transferee of such clearance system.

Calculation Agent            :       Party A, whose calculations shall be
                                     binding absent manifest error.

Procedure for Exercise

Exercise Date                :       The Expiration Date.

Expiration Time              :       5:00 p.m. local time in New York City

Automatic Exercise           :       The Transaction will be deemed to be
                                     automatically exercised if it is
                                     In-the-Money on the Expiration Date, unless
                                     (i) the Buyer has notified the Seller or
                                     its agent (by telephone or in writing)
                                     prior to 5:00 p.m. local time in New York
                                     City on the Expiration Date that it does
                                     not wish to exercise the Transaction; or
                                     (ii) the Closing Value cannot be determined
                                     on the Expiration Date. If the Transaction
                                     is to be cash settled, "In-the-Money" means
                                     that the Cash Settlement Amount is greater
                                     than zero. If the Transaction is to be
                                     physically settled, "In-the-Money" means
                                     that the Closing Value is greater than the
                                     Strike Price. "Closing Value" means the
                                     closing price of the Shares, as reported on
                                     the Exchange, on the Expiration Date.

Telephone or
facsimile number
of Seller's agent
for purposes of
giving notice                :       Telephone:  312-554-5249
                                     Fax:        312-554-6271
                                     Attention:  David P. Stowell

Settlement Terms

Settlement                   :       The Transaction will be cash settled;
                                     provided, however, that Party B may elect
                                     to physically settle the Transaction by
                                     giving notice to Party A no later than
                                     twenty Exchange Business Days before the
                                     Expiration Date.

Physical Settlement          :       If the Transaction is to be physically
                                     settled, on the Settlement Date, the Seller
                                     shall deliver to the Buyer the number of
                                     Shares equal to the Contract Multiplier
                                     multiplied by the number of Options
                                     exercised against payment by the Buyer to
                                     the Seller of an amount equal to the
                                     product of (a) the Strike Price, adjusted
                                     as hereinafter 


                                       3

<PAGE>   4

                                     provided, multiplied by (b) the Contract
                                     Multiplier multiplied by (c) the number of
                                     Options exercised. If the Closing Value
                                     exceeds the Cap Price, the Strike Price
                                     shall be increased by the amount by which
                                     the Closing Value exceeds the Cap Price; if
                                     the Closing Value is equal to or less than
                                     the Cap Price, no adjustment will be made
                                     to the Strike Price. Such payment and such
                                     delivery will be made through the Clearance
                                     System at the accounts specified below, on
                                     a delivery versus payment basis.

Cash Settlement              :       If the Transaction is to be cash settled,
                                     on the Settlement Date, Party A shall pay
                                     to Party B the Cash Settlement Amount, if
                                     any. The "Cash Settlement Amount" shall be
                                     the greater of (a) zero and (b) an amount
                                     calculated by the Calculation Agent equal
                                     to (i) the Contract Multiplier multiplied
                                     by (ii) the number of Options exercised
                                     multiplied by (iii) the Price Differential.
                                     "Price Differential" means (x) if the
                                     Reference Price exceeds the Cap Price, the
                                     result of subtracting the Strike Price from
                                     the Cap Price, and (y) if the Reference
                                     Price is equal to or less than the Cap
                                     Price, the result of subtracting the Strike
                                     Price from the Reference Price.

Reference Price              :       (a) If the Valuation Period contains *__*
                                     Normal Trading Day, the Reference Price
                                     shall be the arithmetic average of the
                                     Share Prices on those *___* Normal Trade
                                     Days.

                                     (b) If the Valuation Period does not
                                     contain *______* Normal Trading Days, the
                                     parties shall jointly determine the Share
                                     Price for the Valuation Date and as many
                                     Exchange Business Days immediately
                                     preceding the Valuation Date as shall be
                                     necessary, when such Share Prices are taken
                                     together with the Share Prices on all
                                     Normal Trading Days occurring within the
                                     Valuation Period, to provide *______* Share
                                     Prices, and in such case the Reference
                                     Price shall be the arithmetic average of
                                     those *_______* Share Prices. If the
                                     parties are unable to reach agreement on
                                     the foregoing determination, then the
                                     parties will negotiate in good faith to
                                     agree on an independent third party that
                                     will make such determination, and, if they
                                     cannot agree within three Exchange Business
                                     Days each of Party A and Party B will
                                     promptly choose an independent third party
                                     and instruct the parties so chosen to agree
                                     on another independent third party that
                                     will make such determination. The
                                     determination of an independent third party
                                     will be binding absent manifest error. The
                                     costs of such independent third party will
                                     be borne equally by Party A and Party B.

Share Price                  :       The closing price of the Shares as reported
                                     on the Exchange.

Valuation Period             :       The period from and including the * ____*
                                     Exchange Business Day immediately preceding
                                     the Expiration Date (the "Initial Date") to
                                     and including the Expiration Date, provided
                                     that if any Exchange Business Day in the
                                     Valuation Period as so determined, shall
                                     not be a Normal Trading Day, the Valuation
                                     Period shall be extended so that the
                                     Valuation Period includes *______* Normal
                                     Trading 

- ----------

 *________* Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.

                                       4

<PAGE>   5


                                     Days, but in no event shall the last day of
                                     the Valuation Period be later than the
                                     *____* Exchange Business Day following the
                                     Expiration Date, and in no event shall the
                                     Valuation Period include any day before the
                                     Initial Date.

Valuation Date               :       The last day of the Valuation Period.

Settlement Date              :       If the Transaction is to be cash settled,
                                     the Settlement Date shall be three Currency
                                     Business Days after the Valuation Date. If
                                     the Transaction is to be physically
                                     settled, the Settlement Date shall be three
                                     Clearance System Business Days after the
                                     Exercise Date.

Adjustment Events

Adjustments                  :       During the life of the Transaction, if any
                                     adjustment is made by The Options Clearing
                                     Corporation or its successors ("OCC") in
                                     the terms of outstanding OCC-issued options
                                     ("OCC Options") on the Shares which are the
                                     subject of the Transactions, an equivalent
                                     adjustment shall be made in the terms of
                                     the Transaction. Except as provided in the
                                     following paragraph and in the "Additional
                                     Adjustment Provisions" below, no adjustment
                                     shall be made in the terms of the
                                     Transaction for any event that does not
                                     result in an adjustment to the terms of
                                     outstanding OCC Options on the Shares.
                                     Without limiting the generality of the
                                     foregoing, NO ADJUSTMENT SHALL BE MADE IN
                                     THE TERMS OF THE TRANSACTIONS FOR ORDINARY
                                     CASH DIVIDENDS ON THE SHARES EXCEPT AS
                                     PROVIDED IN THE "ADDITIONAL ADJUSTMENT
                                     PROVISIONS" BELOW.

                                     If at any time during the life of the
                                     Transaction there shall be no outstanding
                                     OCC Options on the Shares, and an event
                                     shall occur for which an adjustment might
                                     otherwise be made under the By-Laws, Rules,
                                     and stated policies of the OCC applicable
                                     to the adjustment of OCC Options (the "OCC
                                     Adjustment Rules"), the parties shall use
                                     their best efforts, applying the principles
                                     set forth in the OCC Adjustment Rules, to
                                     jointly determine whether to adjust the
                                     terms of the Transaction and the nature of
                                     any such adjustment.

Additional
Adjustments                  :       Notwithstanding the foregoing, if upon the
                                     occurrence of the following events during
                                     the life of the Transaction no adjustment
                                     is required to be made to the terms of the
                                     Transaction in accordance with the
                                     foregoing provisions or if an adjustment
                                     has been made but such adjustment is, in
                                     the determination of the Calculation Agent,
                                     insufficient to preserve the economic
                                     benefit of the Transaction for the parties,
                                     the following additional adjustments shall
                                     be made to the terms of the Transaction:

                                     (a) If (i) an ordinary cash dividend is
                                     declared or paid on the 

- ----------

 *________* Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.

                                       5

<PAGE>   6

                                     Shares or (ii) a special cash dividend is
                                     declared or paid on the Shares and in
                                     either case the Ex-Dividend Date with
                                     respect to such dividend occurs during the
                                     period from, and including, the Effective
                                     Date to, but excluding, the Expiration Date
                                     (each, a "Dividend Event"), the Strike
                                     Price and the Contract Multiplier shall
                                     each be adjusted for each Dividend Event in
                                     accordance with the following formulas:

                                                       SP[0] (CP[0] - DA)
                                                       ------------------ 
                                            SP[1]    =        CP[0]

                                                        SP[0]
                                                       --------
                                            CM[1]    =  SP[1]

                                            Where:

                                     (i) SP[1] = Strike Price after the Dividend
                                                    Event

                                     (ii) CM[1]= Contract Multiplier after the
                                                    Dividend Event

                                     (iii) SP[0] =  Strike Price on the Exchange
                                     Business Day immediately preceding the
                                     Ex-Dividend Date with respect to the
                                     Dividend Event

                                     (iv) CP[0] = The closing price of the 
                                     Shares, as reported on the Exchange, on the
                                     Exchange Business Day immediately preceding
                                     the Ex-Dividend Date with respect to the
                                     Dividend Event

                                     (vi) DA = The amount of the ordinary cash
                                     dividend or the special cash dividend, as
                                     the case may be

                                     (b) If there occurs a tender offer, by the
                                     issuer of the Shares (the "Issuer") or a
                                     third party, for the Shares, and the date
                                     of the expiration of such offer (the
                                     "Termination Date") occurs during the
                                     period from, and including, the Effective
                                     Date to, but excluding, the Expiration Date
                                     (an "Adjustment Event"), the Strike Price
                                     and the Contract Multiplier shall each be
                                     adjusted for each Adjustment Event in
                                     accordance with the following formulas:

                                                          (CP[0] x N[0]) - C
                                                          ----------------
                                     SP[1]      = SP[0] x [CP[0] x (N[0]-N[1])]

                                                  SP[0]
                                                  -----
                                     CM[1]      = SP[1]

                                            Where:

                                     (i)   SP[1] = Strike Price after the
                                           Adjustment Event

                                     (ii)  CM[1] = Contract Multiplier after the
                                           Adjustment Event

                                     (iii) SP[0] = Strike Price on the
                                           Completion Date (as hereinafter 
                                           defined)


                                       6


<PAGE>   7
                                     (iv)   CP[0] = The closing price of the
                                            Shares, as reported on the Exchange,
                                            on the Completion Date

                                     (v)    N[0] = Total number of shares of 
                                            common stock of the Issuer 
                                            outstanding on the Completion Date

                                     (vi)   C = Price paid by the offeror per
                                            share of common stock of the Issuer
                                            multiplied by the total number of
                                            shares purchased by the offeror
                                            pursuant to the Adjustment Event

                                     (vii)  N[1] = Total number of shares of 
                                            common stock of the Issuer purchased
                                            by the offer or pursuant to the 
                                            Adjustment Event

                                     (viii) "Completion Date" means the
                                            Termination Date; provided, however,
                                            that if the period following the
                                            Termination Date within which
                                            delivery of tendered shares may be
                                            guaranteed is less than the
                                            customary settlement period for a
                                            sale of the Shares executed through
                                            the Clearance System, the Completion
                                            Date shall be the date which
                                            precedes the Termination Date by the
                                            number of Exchange Business Days
                                            equal to such difference

Miscellaneous
Transfer              :              Neither party may transfer the Transaction,
                                     in whole or in part, without the prior
                                     written consent of the non-transferring
                                     party.

Account Details

Payments and deliveries to Party A: Previously provided

Payments and deliveries to Party B: Previously provided 


                                       7

<PAGE>   8

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us or by sending to us a letter or telex substantially
similar to this letter, which letter or telex sets forth the material terms of
the Transaction to which this Confirmation relates and indicates your agreement
to those terms.

Yours sincerely,

SWISS BANK CORPORATION, LONDON BRANCH


By:                                            By:
  -------------------------------------           ------------------------------
Name:                                          Name:
Title:                                         Title:



Confirmed as of the ___ day
of ____________, 199__

IDEC PHARMACEUTICALS CORPORATION



By: 
   ------------------------------------
Name:
Title:



                                       8




<PAGE>   1
CONTRACT B                                                         EXHIBIT 10.74
                                  CONFIRMATION


Date:       September 11, 1997

To:         IDEC Pharmaceuticals Corporation ("Party B")

Attention:  Phillip Schneider

From:       Swiss Bank Corporation, London Branch ("Party A")

Re:         Equity Option Confirmation
            Reference Number 1262213
- --------------------------------------------------------------------------------
The purpose of this communication is to confirm the terms and conditions of the
transaction (the "Transaction") entered into between us on the Trade Date
specified below.

The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc. (formerly
known as the International Swap Dealers Association, Inc.) ("ISDA")) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of August 26, 1997, as amended and supplemented from time to
time (the "Agreement"), between you and Swiss Bank Corporation. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.

The terms of the Transaction to which this Confirmation relates are as follows:


Trade Date                   :      *_________*

Buyer                        :      Party A

Seller                       :      Party B

Option Style                 :      European Option

- ----------

*________*Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.


<PAGE>   2


Option Type                  :      Call

Shares                       :      Common Stock of IDEC Pharmaceuticals 
                                    Corporation  (Symbol: IDPH)

Number of Options            :      900,000

Contract Multiplier          :      1.00

Strike Price                 :      USD 46.40

Total Premium                :      *__________*.

Expiration Date              :      *__________*, or, if that date is not an 
                                    Exchange Business Day, the following day 
                                    that is an Exchange Business Day

Currency
Business Day                 :      Any day on which commercial banks are open 
                                    for business (including dealings in foreign 
                                    exchange and foreign currency deposits) in 
                                    the cities from which and in which a payment
                                    is to be made.

Exchange
Business Day                 :      A day that is (or but for the occurrence of
                                    a Market Disruption Event, would have been)
                                    a trading day on the Exchange and the
                                    Pacific Stock Exchange (other than a day on
                                    which trading on any such exchange is
                                    scheduled to close prior to its regular
                                    weekday closing time, first announced on the
                                    day of such closing).

Normal
Trading Day                  :      An Exchange Business Day on which no Market
                                    Disruption Event has occurred or is
                                    continuing.

Market
Disruption Event             :      The occurrence or existence on any Exchange
                                    Business Day during the one-half hour period
                                    that ends at the close of business of any
                                    suspension of or limitation imposed on
                                    trading (by reason of movements in price
                                    exceeding levels permitted by the relevant
                                    exchange or otherwise), provided that any
                                    such event is material in the reasonable
                                    determination of the Calculation Agent, on:
                                    (i) the Exchange in the Shares; or (ii) the
                                    Pacific Stock Exchange in 

- ----------

 *________* Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.


                                       2

<PAGE>   3

                                    options contracts on the Shares.

Exchange                     :      Nasdaq National Market

Clearance System
Business Day                 :      Any day on which the Clearance System is
                                    open for the acceptance and execution of
                                    settlement instructions.

Clearance System             :      Depository Trust Company, or any successor
                                    to or transferee of such clearance system.

Calculation Agent            :      Party A, whose calculations shall be binding
                                    absent manifest error.

Procedure for Exercise

Exercise Date                :      The Expiration Date.

Expiration Time              :      5:00 p.m. local time in New York City

Automatic Exercise           :      The Transaction will be deemed to be
                                    automatically exercised if it is
                                    In-the-Money on the Expiration Date, unless
                                    (i) the Buyer has notified the Seller (by
                                    telephone or in writing) prior to 5:00 p.m.
                                    local time in New York City on the
                                    Expiration Date that it does not wish to
                                    exercise the Transaction; or (ii) the
                                    Closing Value cannot be determined on the
                                    Expiration Date. If the Transaction is to be
                                    cash settled or net share settled,
                                    "In-the-Money" means that the Cash
                                    Settlement Amount is greater than zero. If
                                    the Transaction is to be physically settled,
                                    "In-the-Money" means that the Closing Value
                                    is greater than the Strike Price. "Closing
                                    Value" means the closing price of the
                                    Shares, as reported on the Exchange, on the
                                    Expiration Date.

Seller's telephone
or facsimile number
for purposes of
giving notice                :      Telephone:   619-458-8813
                                    Fax:         619-458-8439
                                    Attention:   Phil Schneider

Settlement Terms

Settlement                   :      The Transaction will be physically settled;
                                    provided, however, that Party B may elect to
                                    cash settle or net share settle the
                                    Transaction by giving notice to Party A no
                                    later than 20 Exchange Business Days before
                                    the Expiration Date (the date of such
                                    notice, the "Election Date").
                                    Notwithstanding the foregoing, if on the
                                    Initial Date the registration statement
                                    referred to in Section 4.1 of the Agreement
                                    Regarding Registration Rights and Related
                                    Obligations (the "Registration Agreement")
                                    attached hereto as Exhibit I has not become
                                    effective, the Transaction will be cash
                                    settled and the parties shall have no
                                    further obligations under the Registration
                                    Agreement.

Physical Settlement          :      If the Transaction is to be physically 
                                    settled:



                                       3


<PAGE>   4

                                    (a) within three Exchange Business Days
                                    after the Election Date, Party A and Party B
                                    will enter into the Registration Agreement
                                    attached hereto as Exhibit I; and

                                    (b) on the Settlement Date, the Seller shall
                                    deliver to the Buyer the number of Shares
                                    equal to the Contract Multiplier multiplied
                                    by the number of Options exercised against
                                    payment by the Buyer to the Seller of an
                                    amount equal to the product of (A) the
                                    Strike Price multiplied by (B) the Contract
                                    Multiplier multiplied by (C) the number of
                                    Options exercised. Such payment and such
                                    delivery will be made through the Clearance
                                    System at the accounts specified below, on a
                                    delivery versus payment basis.

Cash Settlement              :      If the Transaction is to be cash settled:

                                    (a)   within one Currency Business Day after
                                    written notice by Party A, Party B will pay 
                                    to Party A the Prepayment Amount.  The 
                                    "Prepayment Amount" shall be an amount 
                                    calculated by the Calculation Agent equal 
                                    to (i) the Contract Multiplier multiplied 
                                    by (ii) the number of Options to be
                                    exercised multiplied by (iii) the result of
                                    subtracting the Strike Price from the
                                    closing price of the Shares, as reported on
                                    the Exchange, on the Election Date.

                                    (b) on the Settlement Date, the following
                                    payment shall be made:

                                         (i) if a Prepayment Amount has been
                                         paid by Party B, then (A) if the Final
                                         Payment Amount is a positive number,
                                         Party B shall pay to Party A an amount
                                         equal to the Final Payment Amount and
                                         (B) if the Final Payment Amount is a
                                         negative number, Party A shall pay to
                                         Party B an amount equal to the absolute
                                         value of the Final Payment Amount. The
                                         "Final Payment Amount" shall be an
                                         amount, which may be less than zero,
                                         calculated by the Calculation Agent
                                         equal to (A) the Cash Settlement Amount
                                         minus (B) the Prepayment Amount minus
                                         (C) the Interest Amount. The "Cash
                                         Settlement Amount" shall be the greater
                                         of (A) zero and (B) an amount
                                         calculated by the Calculation Agent
                                         equal to (1) the Contract Multiplier
                                         multiplied by (2) the number of Options
                                         exercised multiplied by (3) the result
                                         of subtracting the Strike Price from
                                         the Reference Price. The "Interest
                                         Amount" shall be an amount calculated
                                         by the Calculation Agent equal to the
                                         aggregate sum of the amounts of
                                         interest calculated for each day in the
                                         period from (and including) the date
                                         the Prepayment Amount is received by
                                         Party A to (but excluding) the
                                         Settlement Date, determined as follows:
                                         (A) the Prepayment Amount multiplied by
                                         (B) the overnight Federal Funds Rate
                                         for such day as reported in Federal
                                         Reserve Publication H.15-519 divided by
                                         (C) 360.

                                         (ii) if a Prepayment Amount has not
                                         been paid by Party B, Party B shall pay
                                         to Party A the Cash Settlement Amount,
                                         if any.

                                       4

<PAGE>   5

Reference Price              :      (a) If the Valuation Period contains
                                    *______* Normal Trading Days, the Reference
                                    Price shall be the arithmetic average of the
                                    Share Prices on those *_____* Normal Trading
                                    Days.

                                    (b) If the Valuation Period does not contain
                                    *_____* Normal Trading Days, the parties
                                    shall jointly determine the Share Price for
                                    the Valuation Date and as many Exchange
                                    Business Days immediately preceding the
                                    Valuation Date as shall be necessary, when
                                    such Share Prices are taken together with
                                    the Share Prices on all Normal Trading Days
                                    occurring within the Valuation Period, to
                                    provide *______* Share Prices, and in such
                                    case the Reference Price shall be the
                                    arithmetic average of those *______* Share
                                    Prices. If the parties are unable to reach
                                    agreement on the foregoing determination,
                                    then the parties will negotiate in good
                                    faith to agree on an independent third party
                                    that will make such determination, and, if
                                    they cannot agree within three Exchange
                                    Business Days each of Party A and Party B
                                    will promptly choose an independent third
                                    party and instruct the parties so chosen to
                                    agree on another independent third party
                                    that will make such determination. The
                                    determination of an independent third party
                                    will be binding absent manifest error. The
                                    costs of such independent third party will
                                    be borne equally by Party A and Party B.


Share Price                  :      The closing price of the Shares as reported
                                    on the Exchange.


Valuation Period             :      The period from and including the *______*
                                    Exchange Business Day immediately preceding
                                    the Expiration Date (the "Initial Date") to
                                    and including the *______* Exchange
                                    Business Day immediately following the
                                    Expiration Date, provided that if any
                                    Exchange Business Day in the Valuation
                                    Period as so determined, shall not be a
                                    Normal Trading Day, the Valuation Period
                                    shall be extended so that the Valuation
                                    Period includes *___* Normal Trading Days, 
                                    but in no event shall the last day of the
                                    Valuation Period be later than the *____*
                                    Exchange Business Day following the
                                    Expiration Date, and in no event shall the
                                    Valuation Period include any day before the
                                    Initial Date.

Valuation Date               :      The last day of the Valuation Period.

Net Share
Settlement                   :      If a Transaction is to be net share settled,

                                    (a) within three Exchange Business Days
                                    after the Election Date, Party A and Party B
                                    will enter into the Registration Agreement
                                    attached hereto as Exhibit I; and

                                    (b) on the Settlement Date, Party B shall
                                    deliver to Party A the number of whole
                                    Shares (the "Settlement Shares") equal to
                                    (i) the Cash Settlement Amount divided by
                                    (ii) the Closing Value, plus cash in lieu of
                                    any fractional Shares. If within ten
                                    Exchange Business Days after the Settlement
                                    Date, Party A resells all or any 

- ----------

*________* Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with Secretary of the Commission in the Company's Application Requesting
Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.


                                       5

<PAGE>   6

                                    portion of the Settlement Shares and the net
                                    proceeds received by the Party A upon resale
                                    of such Shares exceed the Cash Settlement
                                    Amount (or if less than all of the
                                    Settlement Shares are resold, the applicable
                                    pro rata portion of the Cash Settlement
                                    Amount), Party A shall promptly refund in
                                    cash such difference to Party B. In the
                                    event that such net proceeds are less than
                                    the Cash Settlement Amount (or if less than
                                    all of the Settlement Shares are resold, the
                                    applicable pro rata portion of the Cash
                                    Settlement Amount), Party B shall pay in
                                    cash or additional Shares such difference
                                    (the "Make-whole Amount") to Party A
                                    promptly after receipt of notice thereof. In
                                    the event that Party B elects to pay the
                                    Make-whole Amount in additional Shares,
                                    Party B shall deliver to Party A the number
                                    of whole Shares (the "Make-whole Shares")
                                    equal to (i) the Make-whole Amount divided
                                    by (ii) the closing price of the Shares as
                                    reported on the Exchange on the Exchange
                                    Business Day prior to delivery of such
                                    Shares. If within ten Exchange Business Days
                                    after the delivery of the Make-whole Shares
                                    to Party A, Party A resells all or any
                                    portion of such Shares and the net proceeds
                                    received by Party A exceed or are less than
                                    the Make-whole Amount (or if less than all
                                    of the Make-whole Shares are resold, the
                                    applicable pro rata portion of the
                                    Make-whole Amount), the provisions set forth
                                    above with respect to payment of the
                                    Settlement Payment in Shares, including
                                    Make-whole requirements, shall apply.

Settlement Date              :      If the Transaction is to be cash settled,
                                    the Settlement Date shall be three Currency
                                    Business Days after the Valuation Date. If
                                    the Transaction is to be physically settled
                                    or net share settled, the Settlement Date
                                    shall be three Clearance System Business
                                    Days after the Exercise Date.

Change in Expiration Date

Delay of Expiration
Date                         :      At any time prior to fifteen days prior to
                                    the date that otherwise would have been the
                                    Expiration Date, Party B may notify Party A
                                    that it would like to delay the Expiration
                                    Date to a date (the "Termination Date") not
                                    less than ten Exchange Business Days after
                                    the date of such notice and not more than 90
                                    days after the original Expiration Date.
                                    Promptly after receipt of such notice, Party
                                    A shall notify Party B of the additional
                                    amount, if any, required to be paid (the
                                    "Settlement Amount") by the Buyer of the
                                    Transaction to compensate the Seller of the
                                    Transaction for such delay. The Settlement
                                    Amount shall be reasonably determined by
                                    Party A based upon Party A's then current
                                    methodology for pricing options. Within five
                                    Exchange Business Days after receipt of
                                    notice of the Settlement Amount from Party
                                    A, Party B shall notify Party A whether it
                                    agrees to the Settlement Amount (the date of
                                    such notice, the "Agreement Date"). If Party
                                    B agrees to the Settlement Amount (i) the
                                    Termination Date shall be deemed to be the
                                    Expiration Date for all purposes of this
                                    Confirmation; and (ii) the Settlement
                                    Amount, which shall be in addition to any
                                    payment or delivery, if any, otherwise
                                    required to be made under the terms of the
                                    Transaction, shall be paid by the Buyer on
                                    the third Currency Business Day after the
                                    Agreement Date. If Party B does not agree to
                                    the


                                        6


<PAGE>   7


                                    Settlement Amount, the Expiration Date shall
                                    not be delayed.

Adjustment Events

Adjustments                  :      During the life of the Transaction, if any
                                    adjustment is made by The Options Clearing
                                    Corporation or its successors ("OCC") in the
                                    terms of outstanding OCC-issued options
                                    ("OCC Options") on the Shares which are the
                                    subject of the Transactions, an equivalent
                                    adjustment shall be made in the terms of the
                                    Transaction. Except as provided in the
                                    following paragraph and in the "Additional
                                    Adjustment Provisions" below, no adjustment
                                    shall be made in the terms of the
                                    Transaction for any event that does not
                                    result in an adjustment to the terms of
                                    outstanding OCC Options on the Shares.
                                    Without limiting the generality of the
                                    foregoing, NO ADJUSTMENT SHALL BE MADE IN
                                    THE TERMS OF THE TRANSACTIONS FOR ORDINARY
                                    CASH DIVIDENDS ON THE SHARES EXCEPT AS
                                    PROVIDED IN THE "ADDITIONAL ADJUSTMENT
                                    PROVISIONS" BELOW.

                                    If at any time during the life of the
                                    Transaction there shall be no outstanding
                                    OCC Options on the Shares, and an event
                                    shall occur for which an adjustment might
                                    otherwise be made under the By-Laws, Rules,
                                    and stated policies of the OCC applicable to
                                    the adjustment of OCC Options (the "OCC
                                    Adjustment Rules"), the parties shall use
                                    their best efforts, applying the principles
                                    set forth in the OCC Adjustment Rules, to
                                    jointly determine whether to adjust the
                                    terms of the Transaction and the nature of
                                    any such adjustment.

Additional
Adjustments                  :      Notwithstanding the foregoing, if upon the
                                    occurrence of the following events during
                                    the life of the Transaction no adjustment is
                                    required to be made to the terms of the
                                    Transaction in accordance with the foregoing
                                    provisions or if an adjustment has been made
                                    but such adjustment is, in the determination
                                    of the Calculation Agent, insufficient to
                                    preserve the economic benefit of the
                                    Transaction for the parties, the following
                                    additional adjustments shall be made to the
                                    terms of the Transaction:

                                    (a) If (i) an ordinary cash dividend is
                                    declared or paid on the Shares or (ii) a
                                    special cash dividend is declared or paid on
                                    the Shares and in either case the
                                    Ex-Dividend Date with respect to such
                                    dividend occurs during the period from, and
                                    including, the Effective Date to, but
                                    excluding, the Expiration Date (each, a
                                    "Dividend Event"), the Strike Price and the
                                    Contract Multiplier shall each be adjusted
                                    for each Dividend Event in accordance with
                                    the following formulas:

                                                       SP[0] (CP[0] - DA)
                                                       ------------------
                                            SP[1]    =        CP[0]

                                                          SP[0]
                                                          -----
                                            CM[1]    =    SP[1]


                                            Where:




                                       7


<PAGE>   8

                         (i)   SP[1] = Strike Price after the Dividend Event

                         (ii)  CM[1] = Contract Multiplier after the Dividend
                                       Event

                         (iii) SP[0] = Strike Price on the Exchange Business
                                       Day immediately preceding the
                                       Ex-Dividend Date with respect to the
                                       Dividend Event

                         (iv)  CP[0] = The closing price of the Shares, as
                                       reported on the Exchange, on the
                                       Exchange Business Day immediately
                                       preceding the Ex-Dividend Date with
                                       respect to the Dividend Event

                         (vi)  DA    = The amount of the ordinary cash
                                       dividend or the special cash dividend,
                                       as the case may be

                          (b) If there occurs a tender offer, by the issuer
                          of the Shares (the "Issuer") or a third party,
                          for the Shares, and the date of the expiration of
                          such offer (the "Termination Date") occurs during
                          the period from, and including, the Effective
                          Date to, but excluding, the Expiration Date (an
                          "Adjustment Event"), the Strike Price and the
                          Contract Multiplier shall each be adjusted for
                          each Adjustment Event in accordance with the
                          following formulas:

                                                  (CP[0] x N[0])-C
                                                  --------------
                               SP[1]  =   SP[0] x [CP[0] x (N[0]-N[1])]

                                          SP[0]
                                          -----
                               CM1    =   SP[1]


                                      Where:

                          (i) SP[1] = Strike Price after the Adjustment
                                      Event

                          (ii) CM[1] = Contract Multiplier after the
                                       Adjustment Event

                          (iii) SP[0] = Strike Price on the Completion Date
                                        (as hereinafter defined)

                          (iv) CP[0]  = The closing price of the Shares, as
                                        reported on the Exchange, on the 
                                        Completion Date

                          (v) N[0] =    Total number of shares of common 
                                        stock of the Issuer outstanding on 
                                        the Completion Date

                          (vi) C   =    Price paid by the offeror per share
                                        of common stock of the Issuer 
                                        multiplied by the total number of 
                                        shares purchased by the offer or
                                        pursuant to the Adjustment Event

                          (vii) N[1] =  Total number of shares of common 
                                        stock of the Issuer purchased by 
                                        the offeror pursuant to the 
                                        Adjustment Event



                                       8

<PAGE>   9

                               (viii) "Completion Date" means the Termination
                                      Date; provided, however, that if the
                                      period following the Termination Date
                                      within which delivery of tendered shares
                                      may be guaranteed is less than the
                                      customary settlement period for a sale of
                                      the Shares executed through the Clearance
                                      System, the Completion Date shall be the
                                      date which precedes the Termination Date
                                      by the number of Exchange Business Days
                                      equal to such difference

Miscellaneous

Transfer              :        Neither party may transfer the Transaction, in
                               whole or in part, without the prior written
                               consent of the non-transferring party.

Account Details

Payments and deliveries to Party A: Previously provided

Payments and deliveries to Party B: Previously provided



                                       9


<PAGE>   10


Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us or by sending to us a letter or telex substantially
similar to this letter, which letter or telex sets forth the material terms of
the Transaction to which this Confirmation relates and indicates your agreement
to those terms.

Yours sincerely,

SWISS BANK CORPORATION, LONDON BRANCH


By:                                   By: 
   --------------------------------      -------------------------------------
Name:                                 Name:
Title:                                Title:



Confirmed as of the ___ day
of ____________, 199__

IDEC PHARMACEUTICALS CORPORATION



By: 
   --------------------------------
Name: 
Title:


                                       10



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS CONTAINED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTER ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIALS STATEMENTS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           7,389
<SECURITIES>                                    41,033
<RECEIVABLES>                                    3,549
<ALLOWANCES>                                         0
<INVENTORY>                                      6,917
<CURRENT-ASSETS>                                67,823
<PP&E>                                          34,787
<DEPRECIATION>                                  11,477
<TOTAL-ASSETS>                                  94,498
<CURRENT-LIABILITIES>                           16,056
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            19
<OTHER-SE>                                      71,160
<TOTAL-LIABILITY-AND-EQUITY>                    71,179
<SALES>                                              0
<TOTAL-REVENUES>                                18,493
<CGS>                                                0
<TOTAL-COSTS>                                   10,475
<OTHER-EXPENSES>                                25,754
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 699
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (23,679)
<EPS-PRIMARY>                                   (1.27)
<EPS-DILUTED>                                        0
        

</TABLE>