<PAGE>

                                                                    EXHIBIT 10.1

                                LICENSE AGREEMENT

     THIS AGREEMENT is made as of April 11, 2000 (the "Effective Date"), by and
between MGI PHARMA, INC., a Minnesota corporation having its principal place of
business at Suite 110, 6300 West Old Shakopee Road, Bloomington, Minnesota
55438-2318 ("MGI"); and CIBA Vision AG, a Novartis company, organized under the
laws of Switzerland having a place of business at Grenzstrasse 10, CH-8180
Bulach, Switzerland ("CIBA Vision").

                                    Recitals
                                    --------

     A. MGI has acquired certain rights, and developed certain data, relating to
the manufacture, use and sale of medicinal products in which a substance known
generically as pilocarpine hydrochloride is the active substance.

     B. MGI has obtained from the United States Food and Drug Administration
("FDA") regulatory approval to market and sell pilocarpine hydrochloride as a
treatment for post-radiation xerostomia and xerostomia associated with Sjogren's
syndrome, and, through its previous licensee, has obtained additional marketing
authorizations in the Territory for xerophthalmia associated with Sjogren's
syndrome.

     C. CIBA Vision possesses the resources, skill and experience required to
register, market and sell medicinal products incorporating pilocarpine
hydrochloride in such territory;

     D. MGI has entered into an agreement with Merck KGaA (successor
organization to E. Merck) pursuant to which MGI has been granted the exclusive
right and license to refer to information contained in regulatory dossiers owned
by Merck KGaA for the purpose of obtaining marketing authorizations throughout
the world for certain medicinal products in which pilocarpine drug substance is
an active substance.

     E. MGI is willing to grant to CIBA Vision, and CIBA Vision wishes to obtain
from MGI the right to register, market and sell such medicinal products in the
Territory, all upon and subject to the terms and conditions set forth in this
Agreement.

     NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto have agreed as follows:

                                    Article 1
                             INTRODUCTORY PROVISIONS

          1.1 Defined Terms. The following terms, when used in capitalized form
     in this Agreement, shall have the meanings set forth below:

          (a)  "Adverse Experience Data" shall mean all data concerning any
               serious or unexpected adverse effects, side-effects and
               contraindications of any Licensed Product which come to the
               attention of either Party or of any Sublicensee of either Party
               and which is of such a nature and magnitude that it is required
               under the laws of the United States or of any country in the
               Territory to be collected, maintained and reported to Competent
               Authority.


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          (b)  "Affiliate" when used with reference to either Party shall mean
               any entity controlling, controlled by or under common control
               with such Party. For purposes hereof, "control" shall mean
               ownership, directly or indirectly, of more than fifty percent
               (50%) of the securities having the right to vote for election of
               directors, in the case of a corporation, and more than fifty
               percent (50%) of the beneficial interest in the capital, in the
               case of an entity other than a corporation.

          (c)  "Best Efforts" shall mean those efforts that would be made by a
               reasonably prudent business person acting in good faith and in
               the exercise of reasonable commercial judgment.

          (d)  "CIBA Vision Sublicensee" shall mean any entity to which CIBA
               Vision has granted, a sublicense pursuant to Article 9.

          (e)  "Competent Authority" shall mean, in respect of any country, any
               agency responsible for the issuance of Marketing Authorizations
               for medicinal products marketed in that country.

          (f)  "Confidential Information" shall mean all information, including
               but not limited to Proprietary Product Information, including any
               information on the markets, customers, suppliers, patents or
               patent applications, inventions, products, procedures, designs,
               formulas, business plans, financial projections, organizations,
               employees, consultants or any other similar aspects of a Party's
               present or future business, the secrecy of which confers a
               competitive advantage upon that Party.

          (g)  "Drug Master File" shall mean Type II Drug Master File No. 8453
               on file with the FDA, any supplementary or successor drug master
               file in respect of pilocarpine drug substance that may hereafter
               be submitted by Merck KGaA to the FDA, or any corresponding drug
               master file or similar file in respect of pilocarpine drug
               substance that may hereafter be submitted by Merck KGaA to any
               Competent Authority in any country other than the United States.

          (h)  "E. Merck Agreement" shall mean the Supply and License Agreement
               dated as of March 19, 1992 between Merck KGaA and MGI.

          (i)  "Health Registration Dossier" shall mean all documentation which
               is now or shall hereafter be on file with the FDA, or any
               Competent Authority, which comprises the information and data
               submitted to such agency in support of an application made by
               either Party, or a Sublicensee of either Party, to such agency
               for Marketing Authorization for any Licensed Product for
               treatment of any Indication.

          (j)  "Indication" shall mean any medical condition or set of symptoms
               for the treatment of which a medicinal product may be determined
               to be useful.


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          (k)  "Know-How" shall mean all information and data, regardless of
               form, which is necessary or useful (i) to the manufacture of the
               Licensed Products or (ii) to the development or manufacture of
               dose forms or means of delivery of the Licensed Products, and
               which is owned, developed, acquired or otherwise licensable by
               either Party or any Sublicensee of either Party during the term
               of this Agreement.

          (l)  "Licensed Products" shall mean pharmaceutical products having as
               an active substance pilocarpine and including any other forms and
               strengths of pilocarpine for parenteral administration, as
               described and defined in Exhibit A.

          (m)  "Marketing Authorization" shall mean any authorization which is
               legally required under applicable laws, regulations or
               administrative decisions to put a proprietary medicinal product
               on the market in any country for use in treatment of any
               Indication; including, without limitation, any governmental price
               approval or reimbursement approved under a national health
               insurance system.

          (n)  "MGI Sublicensee" shall mean any third party to which MGI shall
               have granted a sublicense under the E. Merck Agreement or a
               license to use Proprietary Product Information, Know-How or the
               Trademark in respect of any country outside the Territory.

          (o)  "MAT" (or Moving Annual Total) shall mean total cumulative actual
               Net Sales Revenue for any consecutive twelve (12) month period
               starting with the first day of any month and running through the
               last day of any calendar month twelve months later.

          (p)  "Net Sales Revenue" shall mean the total amount invoiced by CIBA
               Vision to third parties for sale of Licensed Product in the
               Territory, less (i) allowance or credit for returns, including
               withdrawals and recalls; (ii) sales rebates allowed or paid;
               (iii) volume and/or cash discounts to the extent that the same
               are not reflected in the invoiced price; (iv) sales, value-added
               and other taxes that are payable by the buyer and are included in
               the invoiced price; (v) transportation, handling and insurance
               costs that are payable by the buyer related to such sales and
               separately identified and included in the invoice; and (vi)
               customs duties related to sales made by the seller to its
               customers if separately identified and included in the invoice.

          (q)  "Party" shall mean either of the two parties to this Agreement.

          (r)  "Patents" shall mean any and all patents under the laws of any
               country or countries which are owned, acquired or otherwise
               licensable by either Party or its Sublicensees during the term of
               this Agreement and which are necessary or useful (i) to the
               manufacture of the Licensed Products, (ii) to the development or
               manufacture of dose forms or means of delivery of the Licensed
               Products, or (iii) to the use of the Licensed Products in
               conjunction with other products.


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          (s)  "Sublicensee" shall mean either an MGI Sublicensee or a CIBA
               Vision Sublicensee.

          (t)  "Product Launch" shall mean, in respect of each country in the
               Territory, the first commercial sale of the Licensed Products for
               resale or use in such country.

          (u)  "Proprietary Product Information" shall mean (i) all information
               and data now or hereafter contained in any Drug Master File or
               Health Registration Dossier to which either Party, or any
               Sublicensee of either Party, shall have the right under
               applicable law, regulations and administrative decisions to
               refer, to authorize third parties to refer and to prohibit third
               parties from referring, for purposes of any application for
               Marketing Authorization for any Licensed Product and (ii) all
               other information and data now or hereafter in existence which
               relates to the development, testing, manufacture, marketing or
               use of any Licensed Product and which shall not have entered into
               the public domain.

          (v)  "Supply Agreement" shall mean that certain Supply Agreement, in
               the form set forth in Exhibit B hereto, entered into between MGI
               and CIBA Vision contemporaneously with the execution of this
               Agreement.

          (w)  "Supporting Data" shall mean all data and information in the
               possession of either Party or Sublicensee relating to (i) the
               pharmacological or toxicological properties of any Licensed
               Product, (ii) pre-clinical or clinical testing and experience in
               relation to any Licensed Product, which is not included in any
               Health Registration Dossier and (iii) to the extent reasonably
               required for purposes of any application for Marketing
               Authorization, the chemical composition, manufacturing processes
               and quality control testing of the Licensed Products.

          (x)  "Territory" shall mean the following countries as constituted on
               the Effective Date, exclusive of any overseas territories,
               departments or possessions of any of such countries: Albania,
               Armenia, Austria, Azerbaijan, Belgium, Belarus, Bosnia and
               Herzegovina, Bulgaria, Croatia, Cyprus, The Czech Republic,
               Denmark, Estonia, Finland, France, Georgia, Germany, Greece,
               Hungary, Iceland, Ireland, Italy, Kazakhstan, Kyrgyzstan, Latvia,
               Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Moldova,
               the Netherlands, Norway, Poland, Portugal, Romania, The Russian
               Federation, Slovakia, Slovenia, Spain, Sweden, Switzerland,
               Tajikistan, Turkey, Turkmenistan, Ukraine, the United Kingdom,
               Uzbekistan and Yugoslavia.

          (y)  "Trademark" shall mean the trademarks listed in Exhibit D for
               each Country or as otherwise agreed on by both parties in
               writing, and shall have the same meaning without regard to
               whether such trademark is at any given time registered or
               otherwise protected under the laws of any country.

          1.2 Other Rules of Interpretation. Unless the context clearly
     indicates otherwise, the following rules shall govern the interpretation of
     this Agreement:


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          (a)  The definitions of all terms defined herein shall apply equally
               to the singular, plural, and possessive forms of such terms.

          (b)  All references to "Sections," or "Exhibits" shall mean the
               corresponding Sections of and Exhibits to this Agreement.

                                    Article 2
                                  LICENSE GRANT

          2.1 License to Market and Sell. Subject to the terms and conditions of
     this Agreement, MGI hereby grants to CIBA Vision an exclusive right and
     license under all Patents, Know-How and Proprietary Product Information
     which are or shall hereafter be owned, controlled or otherwise licensable
     by MGI, upon and subject to the conditions under which MGI has or shall
     have the right to grant such right and license, to apply for Marketing
     Authorizations for Licensed Products in each country in the Territory and
     to use, market, promote and sell Licensed Products in the Territory. Such
     right and license includes, but is not limited to, a sublicense under the
     rights and license granted to MGI under the E. Merck Agreement. The right
     and license granted herein shall be further subject to the following terms
     and conditions:

          (a)  Such right and license shall include the right of CIBA Vision to
               refer to and/or otherwise use, in applications for Marketing
               Authorization for Licensed Products in the Territory, to the Drug
               Master File as well as any MGI Health Registration Dossier for
               any Indication.

          (b)  Such right and license shall be exclusive to CIBA Vision, and MGI
               shall not market, promote or sell Licensed Products within the
               Territory or license, supply or otherwise assist any third party
               to do so, except as expressly provided herein.

          (c)  Such right and license shall include the right to grant
               sublicenses in accordance with Article 9.

          (d)  CIBA Vision acknowledges that it shall purchase all of its
               requirements for the Licensed Products from MGI as the sole
               supplier, on the terms set forth in the Supply Agreement;
               provided, however, that its right and license hereunder shall
               include the right to specify in its purchase orders for delivery
               of Licensed Product which alternate manufacturer, previously
               validated and approved as provided in the Supply Agreement, shall
               be used by MGI to manufacture such order, as provided in such
               Supply Agreement.


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          2.2 License Grant-Back. CIBA Vision hereby grants to MGI an
     irrevocable, nonexclusive, royalty-free right and license, with right of
     sublicense, under (i) all Proprietary Product Information developed by CIBA
     Vision or its Sublicensees during the term of this Agreement; and (ii) all
     Patents and Know-How conceived and reduced to practice by CIBA Vision or
     its Sublicensees during the term of this Agreement in connection with the
     use, sale or manufacture of Licensed Products, except for Patents and
     Know-How developed by CIBA Vision or its Sublicensees without use of MGI
     Confidential Information, as shown by reasonable proof; to apply for
     Marketing Authorizations for the Licensed Products in respect of each
     country outside the Territory, for all Indications, to market, promote and
     sell the Licensed Products in each country outside the Territory pursuant
     to such Marketing Authorizations and to manufacture or have manufactured
     Licensed Products anywhere in the world. Such right and license shall
     include the right to refer, in any application for Marketing Authorization
     for the Licensed Products in respect of any country outside the Territory,
     to any and all Health Registration Dossiers which CIBA Vision shall
     establish with Competent Authorities in the Territory.

          2.3 MGI Health Registration Dossiers. MGI shall provide or cause to be
     provided to CIBA Vision complete and accurate copies of all documentation
     contained in each Health Registration Dossier for the Licensed Products, as
     of the Effective Date, within thirty (30) days after MGI's receipt of the
     payment provided for in Section 5.1. MGI shall thereafter update such
     information to CIBA Vision with any additional documentation it may add to
     such Health Registration Dossiers, within thirty (30) days after the date
     on which it was submitted to the FDA or other Competent Authority, subject
     to Section 2.5. In addition, MGI will furnish or cause to be furnished to
     CIBA Vision any information contained in the Drug Master File that is
     required to be furnished to any Competent Authority, upon and subject to
     the terms and conditions of the E. Merck Agreement.

          2.4 CIBA Vision Health Registration Dossiers. CIBA Vision shall
     provide to MGI complete and accurate copies of all documentation contained
     in CIBA Vision's or its Sublicensee's Health Registration Dossier, within
     reasonable time, but no more than sixty (60) days. CIBA Vision shall
     thereafter update such information to MGI with any additional documentation
     it or any CIBA Vision Sublicensee may add to such Health Registration
     Dossiers, within thirty (30) days after the date on which it was submitted
     to the respective Competent Authority, subject to Section 2.5.

          2.5. Adverse Experience Data Information. Both Parties agree to
     mutually exchange, in English, all information relating to the safety of
     the Licensed Product (including publications from/in their respective
     Territory) in a manner consistent with FDA and ICH guidelines, enabling
     both Parties to fully meet their obligations towards regulatory authorities
     and to enable them to continuously assess the Licensed Products' safety
     profile. Case reports shall be exchanged in a type-written CIOMS or
     FDA-3500 format. CIBA Vision will maintain its own Safety Database for the
     Territory. Copies of Adverse Experience Data shall be forwarded in English
     by facsimile or courier as quickly as may be necessary to permit the
     recipient to comply with any applicable legal requirements and within
          (i)  seven (7) days for fatal or life threatening cases,
          (ii) ten (10) days for all other serious events,
          (iii) quarterly for all non-serious events,


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     after such Adverse Experience data is acquired but in no event later than
     the date on which such Adverse Experience Data is provided to any Competent
     Authority. All adverse events received by MGI, a Marketing Authorization
     Holder (MAH) of Salagen Tablets in the United States, will be relayed to
     CIBA Vision and to all other authorized MAH partners outside the Territory
     in concert with approved FDA and ICH Guidelines and Regulations. CIBA
     Vision shall from time to time provide MGI with a written list of the MAHs
     in each country in the Territory to which CIBA Vision will be relaying all
     Adverse events.

     The details and timelines for the exchange of pharmacovigilance information
     will be outlined in a separate agreement between the pharmacovigilance
     departments of both parties.

          2.6 Other Information and Data. Each Party shall provide to the other
     Party complete and accurate copies of all documentation containing
     Supporting Data, Clinical Study Reports or other Study Reports, and other
     data relating to the Licensed Products, which is prepared or acquired by
     such Party or any of its respective Sublicensees during the term of this
     Agreement.

          2.7. English Translation. Both parties shall take best efforts to
     provide any information to the other in English. In case a document needs
     to be translated exclusively for one party's needs, the same party shall
     bear the costs of such translation.

                                    Article 3
                               MARKET DEVELOPMENT

          3.1 Regulatory Approvals and Product Launch. Attached hereto as
     Exhibit C is a list of the Marketing Authorizations received for the
     Licensed Products as of the Effective Date. CIBA Vision shall prepare and
     submit to MGI, within thirty (30) days of the Effective Date, a written
     plan for obtaining other Marketing Authorizations for the Licensed Products
     in the Territory. CIBA Vision shall submit to Health Authorities all other
     applications and supporting data and information that may be necessary to
     obtain any other Marketing Authorizations for the Licensed Products in the
     Territory in accordance with the approved plan. In particular, CIBA Vision
     shall use its Best Efforts, where commercially reasonable, to obtain,
     maintain and renew such Marketing Authorizations for the Licensed Products
     in each country in the Territory. CIBA Vision shall provide MGI with
     written semi-annual reports of its progress in obtaining and maintaining
     such Marketing Authorizations, due at marketing meetings according to
     section 4.4. CIBA Vision shall also use its Best Efforts, where
     commercially reasonable and justifiable, to launch Licensed Products in
     each country in the Territory after obtaining Marketing Authorization.

          3.2 Mutual Assistance. Each of the Parties shall use its Best Efforts
     to provide such assistance as the other Party shall reasonably request for
     purposes of obtaining Marketing Authorizations for the Licensed Products,
     as follows:


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          (a)  Each Party shall make its personnel available, both in person and
               by telephone, for reasonable periods of time, to advise personnel
               of the other Party in connection with its applications for
               Marketing Authorization for the Licensed Products. Where such
               assistance will require travel of the Party requested to provide
               such assistance, the requesting Party shall notify the other
               Party of its need therefor at least fifteen (15) days in advance
               of the day on which it desires such personnel to be made
               available to it, provided that, should unusual circumstances
               arise such that either Party requires immediate assistance
               hereunder, the other Party shall use its Best Efforts to provide
               such assistance without regard to such notice requirement.

          (b)  The scope of the cooperation between the Parties hereunder shall
               include collaboration and assistance in (i) interpretation of any
               Health Registration Dossier or other Supporting Data provided by
               either Party to the other, (ii) and review of regulatory
               documentation and submissions prepared by the other Party.

          (c)  Each Party shall bear the expenses of its own personnel engaged
               in the cooperative efforts provided for in this Section 3.2.
               However, it is the intent of the Parties that the scope and
               duration of such efforts shall not be such as to require the
               hiring of additional personnel or as to conflict with the
               efficient operation of either Party's other business. In the
               event that more extensive cooperation may be required than can be
               achieved in a manner consistent with these criteria, the Parties
               will jointly consider possible cost-sharing or other mutually
               beneficial solutions.

          3.3 Coordination of Testing and Trials. The Parties shall keep one
     another fully and currently informed as to all tests and trials that they
     intend to carry out for purposes of compliance with regulatory requirements
     and shall cooperate in the design of such tests and trials in order to
     ensure to the maximum possible extent that duplication of effort will be
     avoided, and, that the results will be suitable for filing both with the
     FDA and with Competent Authorities in the Territory and will otherwise be
     usable for purposes of meeting all applicable regulatory requirements.
     Without limiting the generality of the foregoing, the Parties shall use
     their Best Efforts to ensure that all clinical trials of the Licensed
     Products that they shall undertake after the Effective Date shall be
     designed and conducted in accordance with good clinical practices and good
     laboratory practices as established for both the United States and the
     European Community. Except as otherwise agreed, however, supporting trials
     conducted by CIBA Vision in Europe shall be required to meet European
     requirements only.


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                                    Article 4
                                    MARKETING

          4.1 Promotion and Marketing. CIBA Vision shall commit adequate funding
     and use its Best Efforts to fund and support Product Launch, marketing and
     sale of Licensed Products throughout the Territory. Within thirty (30) days
     after the Effective Date and thereafter each calendar year during the term
     of this Agreement within the budget timelines as agreed by both parties,
     CIBA Vision shall provide MGI with an annual plan and budget, detailing its
     proposed marketing of the Licensed Products in the Territory, on a
     country-by-country basis, during the upcoming year. MGI shall be entitled
     to review and comment on such plan. In addition, by January 20 of each
     calendar year during the term of this Agreement, CIBA Vision shall provide
     MGI with a report comparing its actual performance against the annual plan
     and budget for the previous calendar year.

          4.2 Competing Products. CIBA Vision agrees that it will not, and will
     require its Sublicensees not to, during the term of this Agreement develop
     or cause to be developed, market, promote or sell within the Territory any
     other medicinal product other than Licensed Product with the same mechanism
     of action, namely the stimulation of the activity of the exocrine glands by
     agonism on cholinergic receptors, and oral administration.

          4.3 Assistance by MGI. MGI shall provide reasonable assistance to CIBA
     Vision by providing marketing information and sales training materials
     relating to the Licensed Products, whether generated by MGI or its
     Sublicensees. In addition, MGI shall invite a reasonable number of CIBA
     Vision's sales personnel to attend any MGI sales training programs on the
     Licensed Products. CIBA Vision shall bear the travel and living expenses
     for such of its personnel and any incremental training costs.

          4.4 Meetings. Representatives of CIBA Vision and MGI shall meet on a
     semi-annual basis, alternating between meeting sites in Europe and the
     United States, to discuss CIBA Vision's promotional and marketing efforts
     relating to the Licensed Products in the Territory, as well as MGI's
     corresponding efforts in the United States.

          4.5 Compliance with Laws. CIBA Vision shall ensure that the marketing,
     promotion and sale of the Licensed Products complies with the conditions
     and requirements of an applicable Marketing Authorizations, and with all
     other applicable legal and regulatory requirements in the Territory.

                                    Article 5
                           LICENSE FEES AND ROYALTIES

          5.1 License Fees. CIBA Vision shall pay to MGI a license fee, to be
     paid as follows:

          (a)  one and one half million US Dollars (US$ 1,500,000), within five
               (5) business days after CIBA Vision is enabled, as a wholesaler,
               to sell Licensed Product in the United Kingdom with the UK Health
               Authorities (hereinafter MCA) having approved the 12-month shelf
               life extension (36 months) to all existing inventory.


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          (b)  one and one half million US Dollars (US$ 1,500,000), within five
               (5) business days after (i) Global Pharm Inc. has been approved
               as a new manufacturer by MCA and (ii) all necessary documents
               have been provided to CIBA Vision and/or the MCA in order to
               effect a change of the Marketing Authorization Holder in the U.K.

          5.2 Milestone Payments. CIBA Vision shall pay to MGI in the following
     milestone payments within thirty (30) days of the occurrence of the
     applicable milestone

         Milestone Payment            Milestone Event
         ----------------             ---------------
         US$ 1,000,000                Net Sales Revenues for Licensed Products
                                      reach US$ 5 Million on a MAT basis, but
                                      not due before January 1, 2002

         US$ 1,000,000                Net Sales Revenues for Licensed Products
                                      reach US$ 10 million on a MAT basis, but
                                      not due before January 1, 2003

         US$ 1,000,000                Net Sales Revenues for Licensed Products
                                      reach US$ 15 million on a MAT basis, but
                                      not due before January 1, 2004

         US$ 1,000,000                Cumulative Net Sales Revenues for
                                      Licensed Products reach US$ 35 million,
                                      but not due before January 1, 2005

          5.3 Royalties. In addition to the license fees and the milestone
     payments provided for under Sections 5.1 and 5.2, CIBA Vision shall pay to
     MGI royalties of twenty percent (20%) of Net Sales Revenue on Licensed
     Products. Such royalty rate shall be reduced to eight percent (8%) on a
     country-by-country basis if and when a generic substitute for the Licensed
     Products is sold in a country in the Territory and CIBA Vision loses 20% or
     more within previous twenty-four (24) months (on a moving basis), anytime
     after the introduction of the generic product in that country. CIBA Vision
     shall be entitled to specify delivery of Licensed Product from the approved
     manufacturer of Licensed Product with the lower cost. In the event the
     higher cost manufacturer is selected, such higher cost will be borne
     entirely by CIBA Vision.

          5.4 Minimum Sales. In each calendar year, CIBA Vision agrees to sell
     the following minimum amounts of the Licensed Products:

           Year                       Minimum Net Sales Revenues
           ----                       --------------------------
           2000                       No Minimum Sales
           2001                       Euro 2 million
           2002                       Euro 4 million
           2003                       Euro 5 million
           Thereafter                 Euro 5 million in each calendar year.


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<PAGE>

     If CIBA Vision fails to sell the above minimum amounts, and such failure is
     not due to insufficient supply by MGI under the Supply Agreement for
     whatever reason, MGI may, at its option and effective upon forty-five (45)
     days written notice to CIBA Vision, as the sole remedy, convert this
     Agreement and the licenses granted under section 2 (but not the Trademark
     license according to section 8) to non-exclusive. CIBA Vision's obligations
     under this Section 5.4 shall be reduced, country-by-country, on a pro rata
     basis (in accordance to the country relative weight as indicated in Exhibit
     F) if and when a generic substitute for the Licensed Products is sold in
     any country in the Territory.

          5.5 Reports. CIBA Vision shall provide to MGI, on or before the date
     which shall be forty-five (45) days after the end of each calendar quarter
     during the term of this Agreement, a report which shall show Net Sales
     Revenue for such calendar quarter by country and the calculation of the
     royalties payable. If actual Net Sales Revenue of any Sublicensee for that
     quarter is unavailable at the time such quarterly report is due, CIBA
     Vision shall include in its report for that quarter a good faith estimate
     of such Net Sales Revenue, and an appropriate adjustment for the difference
     between the actual and estimated Net Sales Revenue shall be made in the
     report for the following quarter, with a corresponding adjustment in the
     amount of royalties payable in respect of that quarter.

          5.6 Exchange Rates. All payments related to Milestones and Royalties
     shall be made in US Dollar currency. For purposes of determining the amount
     of Net Sales Revenue during any calendar month, the total of all sales in
     each other currency during such month shall be converted into US Dollar
     currency at the rate in effect at the close of the last business day of the
     month, as reported by the Wall Street Journal.

          5.7 Books and Records. During the term of the Agreement and for three
     (3) years thereafter, CIBA Vision shall keep accurate and complete records
     showing all sales of Licensed Products by CIBA Vision and its Sublicensees.
     Such records shall include all information necessary to verify the total
     amount and computation of earned royalties hereunder, and shall be open to
     inspection and audit, during reasonable business hours, to the extent
     necessary to verify the amount of such royalties. Such inspection and audit
     shall be conducted at the request and expense of MGI by an independent
     Certified Public Accountant appointed by MGI and reasonably acceptable to
     CIBA Vision. In the normal course, such inspection and audit shall be made
     not more often than once in each calendar year. Such Certified Public
     Accountant shall undertake a confidentiality obligation to CIBA Vision
     permitting it to disclose to MGI, and only MGI, the amount of the royalties
     due hereunder, and no other information. MGI shall bear the costs of any
     such inspection and audit; provided that if any inspection and audit
     reveals an underpayment of more than five percent (5%), CIBA Vision shall
     reimburse MGI for its out-of-pocket costs for such inspection and audit.

          5.8 Taxes. All payments to be made by CIBA Vision will be paid from
     its place of business in Switzerland to MGI in the United States pursuant
     to this Agreement, and represent net amounts that MGI is entitled to
     receive, and shall not be subject to withholding or deduction for any
     reason whatever. In the event that such payments become subject to duties,
     taxes or charges of whatever kind or nature levied by any country other
     than the United States, such payments shall be increased to such an extent
     as to allow MGI to receive the net amounts due under this Agreement.


                                      -11-
<PAGE>

          5.9 Payments.

          (a)  All amounts related to goods shall be payable according to the
               terms agreed on in the Supply Agreement (Exhibit B).

          (b)  All amounts related to royalties payable for any calendar quarter
               under Section 5.3 shall be due on the same date as the report
               relating to that quarter, as provided in that section 5.5.

          (c)  All amounts related to License Fees and Milestone payments shall
               be due on the dates and in the currencies as indicated in section
               5.1 and 5.2.

          (d)  Each such payment shall be made by wire transfer to the account
               of the Party receiving same at a bank designated in writing by
               that Party from time to time. Any overdue amounts hereunder shall
               bear interest at the rate of twelve percent (12%) per annum, or
               the maximum legal interest rate, whichever is lower.

                                    Article 6
                                 INDEMNIFICATION

          6.1 Product Liability Claims. Each of the Parties shall indemnify and
     hold harmless the other Party, its Affiliates and its Sublicensees from and
     against all liabilities, damages, losses, costs and expenses (including
     reasonable attorneys' fees) arising out of claims, suits or proceedings
     brought by third parties wherein it is alleged that personal injury or
     death has resulted from use of the Licensed Product, as follows:

          (a)  MGI shall indemnify and hold harmless CIBA Vision, its Affiliates
               and its Sublicensees if and to the extent that any such claim,
               suit or proceeding is based upon alleged or actual (i)
               negligence, gross negligence or willful misconduct of or
               attributable to MGI in connection with the conduct of preclinical
               or clinical testing of any Licensed Product; (ii) negligence,
               gross negligence or willful misconduct of or attributable to MGI,
               E. Merck, or any contractor of MGI in the manufacture of any
               Licensed Product supplied by MGI to CIBA Vision or any of its
               Sublicensees; (iii) failure of any Licensed Product supplied by
               MGI to CIBA Vision or any of its Sublicensees to conform to the
               Product Release Specifications (as defined in the Supply
               Agreement) for such Licensed Products or to comply with the
               warranties as set forth in the Supply Agreement or with
               applicable laws, regulations or administrative decisions; or (iv)
               failure of MGI to comply with any provision of this Agreement,
               the Supply Agreement or with any applicable laws, regulations
               and/or administrative decisions relating to the Licensed
               Products; or otherwise arises from the sale or provision of any
               Licensed Product by MGI to any third party, except to the extent
               subject to indemnification by CIBA Vision pursuant to Section
               6.1(b).


                                      -12-
<PAGE>

          (b)  CIBA Vision shall indemnify and hold harmless MGI, its Affiliates
               and its Sublicensees if and to the extent that any such claim,
               suit or proceeding is based upon alleged or actual (i)
               negligence, gross negligence or willful misconduct of or
               attributable to CIBA Vision or any of its Sublicensees in
               connection with the conduct of any pre-clinical or clinical
               testing of any Licensed Product; (ii) negligence, gross
               negligence or willful misconduct of or attributable to CIBA
               Vision or any of its Sublicensees in the promotion, marketing,
               packaging, labeling or sale of any Licensed Product, whether or
               not supplied by MGI or (iii) failure of CIBA Vision or any of its
               Sublicensees to comply with any provision of this Agreement or
               with any applicable laws, regulations and/or administrative
               decisions relating to the Licensed Products; or otherwise arises
               from the sale or provision of any Licensed Product by CIBA Vision
               or its Sublicensees to any third party, except to the extent
               subject to indemnification by MGI pursuant to Section 6.1(a).

          (c)  Whenever either Party shall become aware of a claim, suit or
               proceeding in respect of which such Party or any of its
               Sublicensees shall be entitled to indemnification under the
               provisions of this Agreement, such Party shall give notice in
               writing to the other Party, shall permit the other Party to
               assume control of the defense or settlement of the matter, and
               shall provide, at the expense of the other Party, all authority,
               information and assistance which the other Party shall reasonably
               request for purposes thereof.

          6.2 Further Indemnification. Notwithstanding any other provision
     hereof, each Party agrees to indemnify and hold harmless the other Party
     from and against any loss, liability, damage or expense (including
     reasonable attorney's fees) which the other Party shall suffer, sustain or
     become subject to as a direct and proximate result of (i) any gross
     negligence or willful misconduct on the part of employees or agents of the
     indemnifying Party, its Affiliates or any of its Sublicensees, (ii) any
     breach of any covenant or agreement of the indemnifying Party contained in
     this Agreement, or (iii) any misrepresentations by the indemnifying Party
     in or in connection with this Agreement.

          6.3 Subrogation. In the event that either Party shall have indemnified
     the other Party under Section 6.1 or Section 6.2, the indemnifying Party
     shall be subrogated to the rights of the indemnified Party against any
     third party, and such indemnified Party hereby assigns to the indemnifying
     Party all claims, causes of action and other rights which the indemnified
     Party may then have against any third party, including Sublicensees and, in
     the case of MGI, Merck KGaA, or against any contract manufacturer of
     Licensed Products supplied under the Supply Agreement, with respect to the
     claim, suit or proceeding. Conversely, and without in any way limiting the
     obligation of either Party to indemnify the other Party as herein provided,
     to the extent that either Party shall fail to perform its indemnification
     obligations under Section 6.1 or Section 6.2, such Party owing a duty of
     indemnification hereby assigns to the other Party all claims, cause of
     action and other rights which the Party owing such duty may then have
     against any third party, including Sublicensees and, in the case of MGI,
     Merck KGaA, or against any contract manufacturer of Licensed Products
     supplied under the Supply Agreement, with respect to the claim, suit or
     proceeding.


                                      -13-
<PAGE>

          6.4 Insurance. Both parties shall procure and maintain adequate
     insurance or equivalent coverage in order to be able to cover claims under
     this agreement. Upon request, each party shall provide proof of adequate
     coverage to the other party.

                                    Article 7
                                 CONFIDENTIALITY

          7.1 Non-Use and Non-Disclosure. Each Party acknowledges and agrees
     that all the other Party's Confidential Information is confidential and
     proprietary to the disclosing Party. Each Party shall not use or disclose
     to any third party the other Party's Confidential Information for any
     purpose other than as permitted or required hereunder. Each Party shall
     take the same reasonable measures necessary to prevent any disclosure by
     its employees, agents, contractors, or consultants of the other Party's
     Confidential Information as it applies to the protection of its own
     Confidential Information.

          7.2 Marking. To be entitled to protection as Confidential Information,
     all MGI or CIBA Vision documents containing that Party's Confidential
     Information shall be appropriately and clearly marked as "Proprietary,"
     "Secret," "Confidential," or other words to similar effect. If a disclosure
     of Confidential Information is made orally, as in a meeting, the disclosing
     Party shall indicate the nature of that information at the time of its
     disclosure and shall confirm such designation in writing within ten (10)
     days of the date of such disclosure to the receiving Party.

          7.3 Exclusions. Information shall not be considered Confidential
     Information hereunder if it:

          (a)  was already in the possession of the receiving Party prior to its
               receipt from the disclosing Party, as shown by the receiving
               Party's books and records;

          (b)  is, or becomes, part of the public knowledge or literature
               through no fault, act or omission of the receiving Party,
               provided, Proprietary Product Information shall not be deemed to
               have entered the public domain by reason of its having been filed
               with any Competent Authority;

          (c)  is, or becomes, available to the receiving party from a source
               other than the disclosing party, which source has rightfully
               obtained the same information and has no obligation of
               confidentiality to the disclosing party with respect to it;

          (d)  is made available on an unrestricted basis by the disclosing
               Party to a third party unaffiliated with the disclosing Party; or

          (e)  is required to be revealed pursuant to law; provided, however,
               the receiving Party which is under any such requirement of law
               shall give reasonable notice to the disclosing Party of such
               requirement and shall cooperate with the disclosing Party in
               reasonable legal efforts to limit or mitigate any such revelation
               so as to preserve the proprietary nature of any Confidential
               Information contained therein.


                                      -14-
<PAGE>

          7.4 Duration; Surviving Obligation. Each Party's obligations of
     non-use and non-disclosure of the other Party's Confidential Information
     shall apply during the term of this Agreement and shall also survive for a
     period of five (5) years after its termination for any reason.

                                    Article 8
                                TRADEMARK LICENSE

          8.1 License Grant. MGI hereby grants to CIBA Vision an exclusive,
     royalty-free right and license, during the term of this Agreement, to use
     the Trademark in connection with the marketing, promotion, advertising and
     sale or other distribution of the Licensed Products within the Territory
     and for no other purpose. Such right and license shall include the right to
     grant sublicenses in accordance with Article 9. In the event that the
     execution and filing of one or more registered user agreements is required
     in connection with the license grant to CIBA Vision or the sublicensing of
     any Sublicensee of CIBA Vision under the laws of any country in the
     Territory, CIBA Vision shall cause such an agreement to be executed and
     filed and provide MGI with evidence of such filing, and MGI shall sign such
     documents and otherwise cooperate as necessary to facilitate the filing of
     any such agreement.

          8.2 Quality Standards. All Licensed Products sold under the Trademark
     by CIBA Vision or its Sublicensees, or Co-promotion Partners, shall comply
     with reasonable standards adhered to by MGI in its own manufacture and sale
     of Licensed Products, which standards shall be provided to CIBA Vision in
     writing as soon as feasible, and in any event prior to the filing by CIBA
     Vision or its Sublicensees, of the first application for Marketing
     Authorization of the Licensed Products in the Territory. Any subsequent
     changes in such standards shall be provided to CIBA Vision in writing
     sufficiently in advance to permit CIBA Vision reasonably to comply. In
     particular, and without limiting the generality of the foregoing, the
     following terms and conditions shall apply:

          (a)  Upon request by MGI, CIBA Vision shall provide MGI with samples
               of Licensed Products bearing the Trademark, as well as copies of
               all materials, including but not limited to brochures,
               professional literature, packaging and consumer instructions,
               which are created or intended for use by CIBA Vision or any of
               its Affiliates in the advertising, promotion, marketing or sale
               of Licensed Products, for examination and testing to verify
               compliance with the standards of this Section 8.2. CIBA Vision
               shall also permit MGI, at reasonable times, to examine stocks of
               Licensed Products held by it or its Sublicensees to verify
               compliance with such standards. MGI shall notify CIBA Vision in
               writing CIBA Vision shall take reasonable steps to correct the
               problem in consultation with MGI.

          (b)  If MGI notifies CIBA Vision in writing of any nonconformity with
               such standards in the Licensed Products sold by CIBA Vision or
               its Sublicensees, CIBA Vision shall take all reasonable steps or
               measures necessary to ensure that such products are brought into
               compliance with the applicable standards.


                                      -15-
<PAGE>

          8.3 Use of Trademark. CIBA Vision shall market the Licensed Products
     under the Trademark; provided, however that if the Trademark is unavailable
     or unusable in a particular country in the Territory, the Parties shall
     mutually agree on a suitable alternative. In addition, all packages in
     which Licensed Products are to be sold to consumers shall, where legally
     permissible, bear a legend, stating that Licensed Products are "Sold by
     [CIBA Vision or Sublicensee] under License from MGI PHARMA, INC.". CIBA
     Vision shall provide to MGI samples of packages bearing the Trademark.

          8.4 Registration and Approvals. Attached hereto as Exhibit D is a list
     of the registrations and pending applications for registration for the
     Trademarks. MGI shall have the sole right to file applications for
     trademark registration, and to maintain registrations and pending
     applications for the Trademarks in the Territory. However, if MGI fails to
     file for a trademark application or to maintain a trademark registration or
     pending application in a country in the Territory for more than thirty (30)
     days after a respective request by CIBA Vision, CIBA Vision shall have the
     right to file for such trademark application or to maintain the trademark
     registration or pending application in the name of MGI, and at reasonable
     and customary costs to be paid by MGI.

          8.5 Reservation of Rights. CIBA Vision acknowledges MGI's proprietary
     rights in and to the Trademark, subject to the licenses granted pursuant to
     this Agreement. CIBA Vision acknowledges that nothing in this Agreement
     shall constitute a grant of any license or right in or to any trademarks,
     tradenames or logotypes owned by MGI other than the Trademark. CIBA Vision
     shall not adopt, use or register any words, phrases or symbols which are
     identical to or confusingly similar to the Trademark and shall not use the
     Trademark as part of its corporate or trade name, or in combination with
     any other trademark or trade name or permit any third party to do so.

          8.6 Infringements. CIBA Vision shall promptly notify MGI upon becoming
     aware of any use in the Territory by any third party of the Trademark or of
     any similar mark which may constitute an infringement or passing off of the
     Trademark. MGI shall have the first right, at its option, to institute
     proceedings against third party infringers in respect of infringements
     occurring in the Territory. If MGI elects not to institute such proceedings
     within a period of thirty (30) days after its discovery of the
     infringement, CIBA Vision shall have the right at its option to do so. MGI
     shall have the exclusive right in its sole discretion to institute
     proceedings against third party infringers in respect of infringements
     occurring outside the Territory. Each Party shall cooperate fully with the
     other Party in connection with any such proceedings against third-party
     infringers, provided that all expenses of such proceedings shall be borne
     by the Party instituting the same and any damages which may be awarded or
     agreed upon in settlement of such action shall accrue to such Party.

                                    Article 9
                                   SUBLICENSES

          9.1 Sublicense Rights. CIBA Vision shall have the right to sublicense
     its rights hereunder and shall notify MGI of any sublicense agreement.

          9.2 Terms and Conditions of Sublicense Agreements. Each sublicense
     agreement with a CIBA Vision Sublicensee shall include terms insuring the
     protection of MGI's rights under this Agreement.


                                      -16-
<PAGE>

                                   Article 10
                                  FORCE MAJEURE

          10.1 Definition and Notice. "Force Majeure" shall mean any event, not
     existing as of the Effective Date and not reasonably within the control of
     the Parties as of such date, which, in whole or in material part, prevents
     or makes commercially unreasonable one Party's performance of its
     obligations under this Agreement. Force Majeure shall include, without
     limitation: fire, storm, earthquake, flood, acts of State or other
     governmental action, war or civil unrest, strikes, and prolonged shortage
     of energy or any other supplies. A Party affected by an event of Force
     Majeure shall promptly provide the other Party with written notice
     describing the event, its cause and foreseeable duration, and its possible
     consequences upon performance under this Agreement.

          10.2 Suspension of Performance. After an affected Party has given
     notice under Section 10.1, that Party shall be relieved of any liability
     under this Agreement, except for the obligation to pay amounts due and
     owing, but only to the extent and only for so long as the Force Majeure
     prevents performance. The other Party may likewise suspend the performance
     of all or part of its obligations, except for the obligation to pay any
     amounts due and owing, to the extent that such suspension is commercially
     reasonable.

          10.3 Termination. If the period of Force Majeure continues for more
     than one (1) year, either Party may terminate this Agreement upon giving
     notice to the other Party without incurring liability other than the
     obligation to make payments due to such date.

                                   Article 11
                              TERM AND TERMINATION

          11.1 Term of Agreement. The term of this Agreement shall commence on
     the Effective Date and unless earlier terminated in accordance with the
     provisions of Article 11, shall continue in full force and effect until the
     twelfth (12th) anniversary of the Effective Date. Thereafter the term of
     this Agreement shall automatically be extended for additional two (2) year
     terms, unless written notice of termination is given by one party. Notice
     of intent to terminate on the anniversary of the original term or any
     subsequent extension shall be provided no later than 180 days prior to such
     anniversary date.

          11.2 Termination.

          (a)  Either Party shall have the right to terminate this Agreement by
               written notice to the other Party with immediate effect:

                    (i) If such other Party (the "breaching party") is in
               material breach of its obligations under this Agreement and has
               failed to cure such breach within sixty (60) days after its
               receipt of written notice thereof from the non-breaching party in
               the case of breach of any obligation to make payment as and when
               due hereunder, or within ninety (90) days after its receipt of
               such written notice in the case of breach of any other material
               obligation hereunder.


                                      -17-
<PAGE>

                    (ii) At any time in the event that the other Party has filed
               a petition of any type as to its bankruptcy or insolvency, been
               declared bankrupt, become insolvent, made an assignment for the
               benefit of creditors, gone into liquidation or receivership, or
               had a trustee or receiver appointed.

          (b)  CIBA Vision shall be entitled to terminate this Agreement with
               immediate effect if the Supply Agreement is terminated and CIBA
               Vision has not been supplied with Licensed Product by for a
               period of more than on hundred eighty (180) days.

          11.3 Effect of Termination or Expiration. Upon any termination or
     expiration of this Agreement; the following provisions shall apply:

          (a)  Termination or expiration of this Agreement shall not release
               either Party from the obligation to make payment of all amounts
               then or thereafter due and payable to the other Party hereunder.

          (b)  The licenses granted to CIBA Vision hereunder shall terminate on
               the effective date of such termination; provided, however, that
               notwithstanding any such termination or expiration, CIBA Vision
               and its Sublicensees shall have the right to sell any remaining
               inventory of Licensed Products in the ordinary course of business
               and subject to the payment of royalties hereunder. CIBA Vision
               shall transfer to MGI all Marketing Authorizations, Health
               Registration Dossiers and any other materials prepared for
               purposes of or in connection with applications for Marketing
               Authorization in the Territory, whether or not such materials
               shall have been submitted to any Competent Authority, as promptly
               as possible, and shall take such other steps as may be necessary
               or useful in order to permit MGI to pursue each existing
               application or a substitute application with the minimum possible
               loss of the lead-time acquired by reason of CIBA Vision's
               application. In addition, within sixty (60) days after the
               termination or expiration of this Agreement, CIBA Vision shall
               furnish MGI with a list of all of CIBA Vision's customers to whom
               it sold Licensed Products in the last year prior to such
               termination.

          (c)  Subject to its rights to sell remaining inventory, upon any
               termination or expiration, CIBA Vision shall cease and desist
               from use of the Trademark in any manner. CIBA Vision hereby
               grants to MGI in the event of such termination or expiration,
               full power of attorney, with the right of substitution, to
               cancel, revoke or withdraw any governmental registration or
               authorization permitting CIBA Vision to use the Trademark in the
               Territory and agrees to provide such further documentation and
               assistance as MGI may reasonably request in connection therewith.

          (d)  The Parties' respective rights and obligations under Article 6
               (Indemnification) shall survive termination or expiration of this
               Agreement. The Parties' respective rights and obligations under
               Article 7 (Confidentiality) shall survive termination or
               expiration for a period of three (3) years following expiration
               of this Agreement.


                                      -18-
<PAGE>

          (e)  Such termination shall be without prejudice to any other remedies
               to which the Parties may be entitled in respect of breach of this
               Agreement.

                                   Article 12
                             LIMITATION OF LIABILITY

          12.1 Limitation of Liability. EXCEPT FOR ANY BREACH OF SECTION 4.2
     (LOYALTY) OR ARTICLE 7 (CONFIDENTIALITY) OR PERSONAL INJURY, IN NO EVENT
     SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL,
     INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SUCH PARTY
     SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH POTENTIAL
     LOSS OR DAMAGE.

                                   Article 13
                               DISPUTE RESOLUTION

          13.1 Negotiation. The Parties agree to consult and negotiate in good
     faith to try to resolve any dispute, controversy or claim that arises out
     of or relates to this Agreement. Except as provided in Section 13.2, no
     formal dispute resolution shall be used by either Party unless and until
     the chief executive officers of each Party shall have attempted to meet in
     person to achieve such an amicable resolution.

          13.2 Reservation for Litigation. Notwithstanding Section 13.3 below,
     each Party expressly reserves the right to seek judicial relief (including,
     without limitation, an injunction or other preliminary relief) from a court
     of competent jurisdiction.

          13.3 Arbitration. Subject to the reservation of the Parties under
     Section 13.2 above, any dispute, controversy or claim that arises out of or
     relates to this Agreement that is not resolved under Section 13.1 shall be
     settled by final and binding arbitration in accordance with the
     International Arbitration Rules of the American Arbitration Association
     ("AAA") in effect on the Effective Date, as modified by Section 13.4 below.
     Judgment upon the award rendered by the arbitrators may be entered in any
     court of competent jurisdiction. The place of arbitration shall be
     Minneapolis, Minnesota, U.S.A. The arbitration shall be conducted in the
     English language by three (3) neutral arbitrators selected by mutual
     agreement of the Parties or, if that is not possible within thirty (30)
     days of the initial demand for such arbitration, by the AAA. At least one
     (1) arbitrator shall have knowledge of and experience in the ethical
     pharmaceutical industry, and at least one (1) arbitrator shall have
     knowledge of and experience in international law and technology licensing.

          13.4 Special Rules. Notwithstanding any provision to the contrary in
     the AAA's International Arbitration Rules, the Parties hereby stipulate
     that any arbitration hereunder shall be subject to the following special
     rules:

          (a)  The arbitrators may not award or assess punitive damages against
               either Party; and


                                      -19-
<PAGE>

          (b)  Each Party shall bear its own costs and expenses of the
               arbitration and one-half (1/2) of the fees and costs of the
               arbitrators, subject to the power of the arbitrators, in their
               sole discretion, to award all such reasonable costs, expenses and
               fees to the prevailing Party.

                                   Article 14
                         REPRESENTATIONS AND WARRANTIES

          14.1 By MGI. MGI hereby represents and warrants to CIBA Vision as
     follows:

          (a)  MGI has been duly organized and is validly existing as a
               corporation in good standing under the laws of the State of
               Minnesota, with corporate power to conduct any lawful business
               activity. MGI has the corporate power and authority to enter into
               this Agreement and the Supply Agreement and to consummate the
               transactions contemplated by this Agreement and the Supply
               Agreement.

          (b)  The execution, delivery and performance of this Agreement and the
               Supply Agreement, and the consummation of the transactions
               contemplated by this Agreement and the Supply Agreement, by MGI
               have been duly and validly authorized by all requisite corporate
               action. This Agreement and the Supply Agreement have been duly
               executed and delivered by MGI and constitute the legal, valid and
               binding obligations of MGI, enforceable against MGI in accordance
               with their respective terms, except as enforceability thereof may
               be limited by bankruptcy, insolvency, reorganization or other
               similar laws relating to or affecting the rights of creditors
               generally, and by general principles of equity.

          (c)  The execution, delivery and performance of this Agreement and the
               Supply Agreement, and the consummation of the transactions
               contemplated by this Agreement and the Supply Agreement, by MGI
               do not conflict with or result in any breach of any of the
               provisions of, constitute a default under, result in a violation
               of, or require any authorization, consent (except as may have
               been obtained), approval, exemption or other action by or notice
               to any court or governmental body, under the provisions of MGI's
               Restated Articles of Incorporation or bylaws or any indenture,
               mortgage, lease, loan agreement, license or other agreement or
               instrument to which MGI is a party, or of any law, statute, rule
               or regulation or order, judgment or decree to which MGI is
               subject.

          (d)  MGI has received no notice from E. Merck that it is in material
               breach of any of its obligations under the E. Merck Agreement;
               and MGI is in compliance in all material respects with the E.
               Merck Agreement.


                                      -20-
<PAGE>

          (e)  It is the owner of, or is otherwise entitled to provide to CIBA
               Vision and to authorize CIBA Vision to use in the manner
               contemplated in this Agreement, all information and data,
               including but not limited to any applicable Drug Master Files
               and/or Health Registration Dossiers, which it shall provide to
               CIBA Vision under and for purposes of this Agreement. Such
               warranty shall be deemed to have been reaffirmed, upon each
               delivery of information and/or data hereunder, by MGI.

          (f)  To the best knowledge of MGI, and after diligent research by MGI
               with respect to the countries listed in Exhibit D, the use,
               marketing, promotion and sale of the Licensed Products under the
               Trademark in those countries do not infringe any third party
               Patents and/or Trademark rights.

          14.2 By CIBA Vision. CIBA Vision hereby represents and warrants to MGI
     as follows:

          (a)  CIBA Vision has been duly organized and is validly existing as a
               corporation under the laws of Switzerland, with full corporate
               power to conduct the business contemplated by this Agreement and
               the Supply Agreement. CIBA Vision has the corporate power and
               authority to enter into this Agreement and the Supply Agreement
               and to consummate the transactions contemplated by this
               Agreement.

          (b)  The execution, delivery and performance of this Agreement and the
               Supply Agreement, and the consummation of the transactions
               contemplated by this Agreement and the Supply Agreement, by CIBA
               Vision have been duly and validly authorized by all requisite
               corporate action. This Agreement and the Supply Agreement have
               been duly executed and delivered by CIBA Vision and constitute
               the legal, valid and binding obligations of CIBA Vision,
               enforceable against CIBA Vision in accordance with their
               respective terms, except as enforceability thereof may be limited
               by bankruptcy, insolvency, reorganization or other similar laws
               relating to or affecting the rights of creditors generally, and
               by general principles of equity.

          (c)  The execution, delivery and performance of this Agreement and the
               Supply Agreement, and the consummation of the transactions
               contemplated by this Agreement and the Supply Agreement, by CIBA
               Vision do not conflict with or result in any breach of any of the
               provisions of, constitute a default under, result in a violation
               of, or require any authorization, consent (except as may have
               been obtained), approval, exemption or other action by or notice
               to any court or governmental body, under the provisions of CIBA
               Vision's Articles of Association or any indenture, mortgage,
               lease, loan agreement, license or other agreement or instrument
               to which CIBA Vision is a party, or of any law, statute, rule or
               regulation or order, judgment or decree to which CIBA Vision is
               subject.


                                      -21-
<PAGE>

          (d)  It is the owner of, or is otherwise entitled to provide to MGI
               and to authorize MGI to use in the manner contemplated in this
               Agreement, all information and data, including but not limited to
               any applicable Drug Master Files and/or Health Registration
               Dossiers, which it shall provide to MGI under and for purposes of
               this Agreement. Such warranty shall be deemed to have been
               reaffirmed, upon each delivery of information and/or data
               hereunder, by CIBA Vision.

                                   Article 15
                           ADDITIONAL COVENANTS OF MGI

     E. Merck Agreement. During the term of this Agreement, MGI agrees fully to
comply with its obligations and to diligently enforce its rights under the E.
Merck Agreement to the extent necessary to preserve its exclusive rights in the
Territory thereunder and to preserve its rights to the supply of pilocarpine
drug substance, except to the extent that such compliance is dependent upon CIBA
Vision and its Sublicensee or is commercially unreasonable. MGI agrees to
provide CIBA Vision with copies of any amendments to or modifications of the E.
Merck Agreement which may be proposed from time to time, sufficiently in advance
of execution to allow CIBA Vision a reasonable time to comment. MGI shall not
terminate the E. Merck Agreement, or agree to any amendment to or modification
of the E. Merck Agreement which may adversely affect any rights of CIBA Vision
under this Agreement or the ability of MGI to perform its obligations under this
Agreement, without the prior written consent of CIBA Vision, which consent shall
not unreasonably be withheld.

                                   Article 16
                                  MISCELLANEOUS

          16.1 Entire Agreement. This Agreement, including Exhibits A through F
     attached hereto and incorporated as an integral part of this Agreement, and
     the Supply Agreement constitute the entire agreement of the Parties with
     respect to the subject matter hereof, and supersede all previous agreements
     by and between the Parties as well as all proposals, oral or written, and
     all prior or contemporaneous negotiations, conversations or discussions
     between the Parties related to this Agreement.

          16.2 Relationship. The Parties are independent contractors and shall
     not be deemed to have formed any partnership, joint venture or other
     relationship. Neither Party shall make, or represent to any other person
     that it has the power or authority to make, any financial or other
     commitment on behalf of the other Party.

          16.3 Assignment. Subject to section 9 of this agreement, neither Party
     shall have the right to assign or otherwise transfer its rights and
     obligations under this Agreement except with the prior written consent of
     the other Party, provided that a successor in interest by merger, operation
     of law, assignment, purchase or otherwise of substantially all of the
     business and assets of either Party shall acquire all rights and
     obligations of such Party hereunder without any such consent.


                                      -22-
<PAGE>

          16.4 Notices; Language. Except as may be otherwise provided in this
     Agreement, any notice, demand or request given, made or required to be made
     shall be in writing and shall be effective, unless otherwise provided
     herein, when received after delivery by (a) registered air mail, postage
     prepaid; (b) facsimile with electronic confirmation of receipt; or (c) a
     reputable international courier such as Federal Express or DHL at the
     addresses set forth below or to any other address that a Party specifies in
     writing. All reports, notices and communications required or permitted
     hereunder shall be in the English language.

     If to MGI:            MGI PHARMA, INC.
                           6300 West Old Shakopee Road
                           Bloomington, MN 55438-2318
                           USA
                           Facsimile 612-346-4800
                           Attention:  Legal Department

         With copy to:     Dorsey & Whitney LLP
                           220 South Sixth Street
                           Minneapolis, Minnesota 55402
                           Facsimile: 612-340-8827
                           Attention:  Tim Hearn, Corporate Counsel

     If to CIBA Vision:    CIBA Vision AG
                           Grenzstrasse 10
                           CH-8180 Bulach
                           Switzerland
                           Facsimile: 41-1-862 03 85
                           Attention:  Head Ophthalmic Business Unit

         With copy to:     Legal Department
                           Facsimile: 41-1-862 03 84

          16.5 Governing Law. This Agreement shall be governed by, and
     interpreted and construed in accordance with, the law of the State of
     Minnesota, USA, excluding Minnesota's choice of law rules.

          16.6 Amendment. This Agreement may not be modified or amended, in
     whole or in part, except by written agreement signed by both Parties.

          16.7 Severability. If one or more of the provisions of this Agreement
     is subsequently declared invalid or unenforceable, this Agreement shall be
     treated as though that provision were not in this Agreement, and this shall
     not affect the validity or enforceability of the remaining provisions of
     this Agreement (unless those provisions that are invalidated or
     unenforceable are clearly material and inseparable from the other
     provisions). The Agreement as modified shall be applied and construed to
     reflect substantially the good faith intent of the Parties and to achieve
     the economic effects originally intended by the terms hereof.

          16.8 Counterparts. This Agreement shall be executed in two or more
     counterparts , and each such counterpart shall be deemed an original
     hereof.


                                      -23-
<PAGE>

          16.9 Waiver. No failure by either Party to take any action or assert
     any right hereunder shall be deemed to be a waiver of such right in the
     event of the continuation or repetition of the circumstances giving rise to
     such right.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the Effective Date.

MGI PHARMA, INC.                               CIBA VISION AG


By /s/ Charles N. Blitzer                      By  /s/ Luzi von Bidder
   -------------------------------------           -------------------
   Charles N. Blitzer                              Luzi von Bidder
   President and Chief Executive Officer           President, Ophthalmic
                                                       Business Unit

By /s/ Robert M. Johnson                       By  /s/ Simon Martin
   -------------------------------------           ----------------
   Robert M. Johnson, Vice President               Simon Martin, Vice President
   Manufacturing & International                   Business Development and
       Operations                                      Licensing


                                      -24-