EXHIBIT 10.43


                               M E M O R A N D U M



TO:                        Wolfgang Oster, M.D.

FROM:                      H. Charles Ford

RE:                        Severance Arrangement

DATE:                      March 4, 1997

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This will confirm the arrangement between you and U.S. Bioscience, Inc. (the
"Company") whereby the Company will provide not less than six months notice
prior to termination for any reason other than serious misconduct (which is
defined for this purpose as fraud, embezzlement, excessive unauthorized
absences, or other serious acts of impropriety).

                                                  H.C.F.