WITNESSETH:

                                                                    Exhibit 7(c)

                         FORWARD VENTURES VANGUARD FUND
                          GENERAL PARTNERSHIP AGREEMENT

      This General Partnership Agreement of Forward Ventures Vanguard Fund, a
California general partnership (the "Partnership"), by and among Forward III
Associates, L.L.C. and Biotechvest L.P. (each a "General Partner" and
collectively, the "General Partners") is entered into as of the 4th day of June,
1996 as follows:

                                   WITNESSETH:

      WHEREAS, the General Partners desire to establish and operate a general
partnership for the purpose set forth below;

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and sufficient consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                     GENERAL

      1.1 Purpose. The primary purposes of the Partnership are to buy, hold and
manage interests in other entities for investment purposes. The general purposes
of the Partnership are to buy, sell, hold, and otherwise invest in securities,
whether readily marketable or not; to exercise all rights, powers, privileges,
and other incidents of ownership or possession with respect to securities held
or owned by the Partnership; to buy, sell, hold, and otherwise invest in assets
other than securities; to exercise all rights, powers, privileges, and other
incidents of ownership or possession with respect to such assets held or owned
by the Partnership; and to engage in all activities and transactions as may be
necessary, advisable, or desirable, as shall be determined by unanimous approval
of the General Partners.

      1.2 Title to Property. Title to all property purchased or otherwise
acquired by the Partnership shall be held in the name of the Partnership, unless
all of the General Partners shall otherwise agree.

      1.3 Principal Office, Registered Office. The principal office of the
Partnership shall be 00000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx
00000, or such other place or places within the United States as all of the
General Partners may from time to time designate.


                                     . . . .


                                   ARTICLE IV
                                   MANAGEMENT

      4.1 Management. The General Partners, acting by unanimous approval, shall
have the sole and exclusive right to manage, control and conduct the business of
the Partnership and to do any and all acts on behalf of the Partnership, except
as otherwise specifically provided in this Agreement.




      4.2 Indebtedness. The General Partners, acting by unanimous approval, may
borrow money or otherwise incur indebtedness, on behalf of the Partnership, or
guaranty indebtedness of companies of which the Partnership holds Securities.