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 andthe 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
     Section4."

     2.   Except as set forth in this Amendment No. 1, the
Agreementremains 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 & Chief Executive Officer





                     ALZA Corporation

                             

                             

          By:                /s/ Xxxxx X. Xxxxxx

          Its: Sr. Vice Pres. & Chief Financial Officer