RECITALS A. ALZA and Crescendo are parties to a Services Agreement (the "Agreement") dated as of September 5, 1997. B. Pursuant to the Agreement, ALZA provides various administrative services to Crescendo. C. The parties wish to amend the Agreement as...

                                
EXHIBIT 10.1 

                         AMENDMENT NO. 1
                      TO SERVICES AGREEMENT



     This AMENDMENT NO. 1 (the "Amendment") to Services Agreement is
entered into this 24th day of August, 1998, effective as of
September 5, 1997, between ALZA Corporation ("ALZA") and
Crescendo Pharmaceuticals Corporation ("Crescendo").

                            RECITALS
     A.   ALZA and Crescendo are parties to a Services Agreement
(the "Agreement") dated as of September 5, 1997.
     B.   Pursuant to the Agreement, ALZA provides various
administrative services to Crescendo.
     C.   The parties wish to amend the Agreement as set forth
herein.

     NOW, THEREFORE, the parties agree as follows:

     1.   Section 4 of the Agreement is eliminated in its
entirety and the following is substituted therefor:
          "4.  Indemnification.  Crescendo hereby agrees to
     indemnify, protect and hold ALZA harmless from any and all
     liabilities, costs or expenses incurred by ALZA as a result
     of the services rendered by it under this Agreement,
     including, without limitation, lawsuits of and claims by
     third parties, except for liabilities, costs or expenses
     resulting from ALZA's gross negligence or willful
     misconduct.  ALZA hereby agrees to indemnify, protect and
     hold Crescendo harmless from any and all liabilities, costs
     or expenses incurred by Crescendo resulting from the gross
     negligence or willful misconduct of ALZA or any of its
     employees or agents in the performance of services rendered
     by ALZA under this Agreement.  The party claiming the right
     to indemnification under this Section 4 shall give the
     indemnifying party prompt written notice, in the manner set
     forth in Section 6.7 below, of any claim or demand made
     against the party seeking indemnity for which such party may
     be entitled to indemnification under this Section 4."

     2.   Except as set forth in this Amendment No. 1, the
Agreement remains in full force and effect as originally
executed.

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

                            Crescendo Pharmaceuticals Corporation

                              By:       /s/ Xxxx X. Xxxx

                              Its: President and Chief Executive
                                   Officer


                              ALZA Corporation

                              By:       /s/ Xxxxx Xxxxxx

                              Its: Senior Vice President and
                                   Chief Financial Officer