[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

Exhibit 10.7

                 FEASIBILITY STUDY, OPTION AND LICENSE AGREEMENT
                                     between
                          ARDENT PHARMACEUTICALS, INC.

                                       and

                                ALZA CORPORATION

                                       i

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                                TABLE OF CONTENTS

I.       CERTAIN DEFINITIONS...................................................4
II.      MATERIALS TRANSFER AND FEASIBILITY STUDY.............................13
2.1      Materials Delivery and Use...........................................13
2.2      Evaluation Period....................................................14
2.3      Feasibility Study Reports............................................14
2.4      Performance Obligations..............................................14
      2.4.1    ALZA Obligations...............................................14
      2.4.2    Ardent Obligations.............................................15

III.     OPTION...............................................................15
3.1      Option Grant.........................................................15
3.2      Option Fee...........................................................15
3.3      Option Exercise Fee..................................................16
3.4      Exclusivity..........................................................16

IV.      LICENSE..............................................................16
4.1      License Grant........................................................16

V.       CONSIDERATION........................................................16
5.1      Milestone Payments...................................................16
      5.1.1    Intravenous Product or [***] Product...........................16
      5.1.2    Termination of Intravenous Product.............................17
      5.1.3    [***] Product..................................................17
      5.1.4    [***]..........................................................17
5.2      Royalties............................................................17
      5.2.1    Royalty Payments...............................................18
      5.2.2    Intravenous Products...........................................18
      5.2.3    All Other Products.............................................18
      5.2.4    [***]..........................................................18
      5.2.5    Ardent's Responsibilities......................................18
      5.2.6    Payment Procedures.............................................18
      5.2.7    Foreign Exchange...............................................19
      5.2.8     Books; Audit..................................................19

VI.      COLLABORATION COMMITTEE, PRODUCT DEVELOPMENT, CLINICAL
           TRIALS AND REGULATORY APPROVALS....................................20
6.1      Collaboration Committee..............................................20
      6.1.1    Formation......................................................20
      6.1.2    Duties of the Collaboration Committee..........................20
6.2      Product Development..................................................20
6.3      Trademarks...........................................................22
6.4      Regulatory Activities................................................22

VII.     OWNERSHIP AND INTELLECTUAL PROPERTY..................................23
7.1      Ownership............................................................23
7.2      Patent Applications on Ardent Know-How...............................23
7.3      Patent Applications on Program Improvements..........................24
7.4      Cooperation..........................................................24
7.5      Public Disclosure....................................................25
7.6      Patent Filing Procedures.............................................25

VIII.    INFRINGEMENT BY OR CLAIMS AGAINST THIRD PARTIES......................25
8.1      Notices..............................................................26
8.2      Control of Defense...................................................26


                                       i

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

IX.      INFRINGEMENT OF THIRD PARTY RIGHTS...................................27
9.1      Third Party Claims...................................................27
9.2.     Payments to Third Parties............................................27

X.       OPTION TO ADDITIONAL COMPOUNDS.......................................28
10.1     Additional Compounds.................................................28

XI.      REPRESENTATIONS AND WARRANTIES.......................................29
11.1     Representations and Warranties of Both Parties.......................29
11.2     Representations and Warranties of Ardent.............................30
11.3     Mutual Limitations on Warranties.....................................30

XII.     COVENANTS............................................................30
12.1     Covenants of the Parties.............................................31
12.2     Ardent Covenants.....................................................31
12.3     ALZA Covenant........................................................32

XIII.    CONFIDENTIAL INFORMATION.............................................32
13.1     Confidentiality......................................................32
13.2     Disclosure to Investors; Public Announcements........................33
13.3     Required Disclosure..................................................33

XIV.     TERM AND TERMINATION.................................................34
14.1     Term.................................................................34
14.2     Termination by Ardent................................................34
14.3     Termination by ALZA..................................................35
14.4     Effect of Termination Pursuant to Section 14.2 or 14.3(a)............35
14.5     Additional Effect of Termination Pursuant to Section 14.3(a)
           After Exercise of Option...........................................37
14.6     Effect of Termination Pursuant to Section 14.3(b), 14.3(c),
           14.3(d), or 14.3(e)................................................37
14.7     Effect of Termination on Rights to Additional Compounds..............38
14.8     Other Residual Rights................................................39
14.9     Disposal of Inventory................................................40
      14.9.1      Commercial Products.........................................40
      14.9.2      Compound Inventory..........................................40
14.10    Preservation of Rights Upon Termination..............................41

XV.      INDEMNIFICATION AND LIMITATION OF LIABILITY..........................41
15.1     Indemnification by ALZA..............................................41
15.2     Indemnification by Ardent............................................41
15.3     Conditions of Indemnification of Third-Party Claims..................41
15.4     Insurance............................................................42
15.5     Settlements..........................................................42
15.6     Disclaimer of Consequential Damages..................................43

XVI.     CO-PROMOTION RIGHTS..................................................43
16.1     Exercise of Co-Promotion Rights......................................43
16.2     Co-Promotion of Additional Compounds.................................43

XVII.    COMPOUND SUPPLIES....................................................43

XVIII.   MISCELLANEOUS........................................................44
18.1     [***]..................................................................
18.2     Rights in Bankruptcy.................................................44
18.3     Governing Law........................................................45
18.4     Arbitration..........................................................46
18.5     Assignment and Binding Effect........................................46
18.6     Relationship of the Parties..........................................46
18.7     Notices..............................................................46


                                       ii

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

18.8     Waivers..............................................................47
18.9     Entire Agreement.....................................................47
18.10    Amendment............................................................47
18.11    Severability.........................................................47
18.12    Counterparts.........................................................47
18.13    [***]..................................................................
18.14    Headings and References..............................................47
18.15    No Strict Construction...............................................47


                 FEASIBILITY STUDY, OPTION AND LICENSE AGREEMENT

      This Feasibility Study,  Option and License Agreement (the "Agreement") is
made as of  November  2,  2004 (the  "Effective  Date")  by and  between  Ardent
Pharmaceuticals, Inc. ("Ardent") and ALZA Corporation ("ALZA").

                                                                        RECITALS

      A. Ardent is the owner of a compound  identified  as  DPI-125,  as well as
certain intellectual property related to the compound.

      B. ALZA is the  owner of  certain  proprietary  controlled  drug  delivery
systems.

      C. ALZA wishes to have access to the compound and other materials in order
for ALZA and its affiliates to evaluate the compound and the possible use of the
compound  with the ALZA  systems and to obtain an option to license the compound
(and related additional compounds) pursuant to this Agreement.

      D.  Ardent  has  expressed  an  interest  for ALZA to be  involved  in the
development  of potential  successor  compounds in the field of Delta/Mu  Opioid
Receptor  Agonists  (as  defined  herein)  and ALZA is willing to  evaluate  its
interest in the further  development and/or  commercialization  of such Delta/Mu
Opioid  Receptor  Agonists in accordance  with the  mechanisms set forth in this
Agreement.

      NOW, THEREFORE, the parties agree as follows:

                             I. CERTAIN DEFINITIONS

   For purposes of this Agreement, the following definitions apply:

      1.1 "Act" will mean the United States Food, Drug and Cosmetic Act of 1938,
as amended from time to time, and its implementing regulations.

      1.2 "Additional Compound" will be as defined in Article X.

      1.3 "Additional  Compound License  Agreement" will be an agreement between
the parties for an exclusive license to an Additional Compound  substantially in
the same form as this Agreement but revised as described on Exhibit I.

      1.4 "Additional Compound Notice" will be as defined in Article X.

                                      iii

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.5 "Affiliate" will mean a corporation or any other entity that directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, the designated  party, but only for so long as the
relationship  exists.  For  purposes  of  this  definition,  control  will  mean
ownership of shares of stock having at least 50% of the voting power entitled to
vote for the election of directors in the case of a corporation.

      1.6 "ALZA's Manufacturing Cost" means ALZA's cost of manufacturing as more
fully described in Exhibit L.

      1.7  "Application  for  Regulatory  Approval"  will mean each  application
accepted for filing by a Regulatory  Authority to obtain Regulatory  Approval in
the Territory.

      1.8 "Ardent Intellectual Property" will mean Ardent Patents and Ardent
Know-How.

      1.9 "Ardent  Know-How" will mean all know-how and information  relating to
or regarding the Compound that is  Confidential  Information,  including but not
limited to clinical,  technical,  scientific and medical information,  know-how,
methods,  inventions,  practices and trade secrets,  quality control information
and  procedures,  pharmacological,  toxicological  and  clinical  test  data and
results and regulatory information,  and [***], in each case, which know-how and
information  (i)  Ardent  Controls  prior  to the  Effective  Date,  or  (ii) is
developed  or acquired by Ardent  after the  Effective  Date outside the Program
without the use of Program  Improvements.  Ardent  Know-How will not include any
know-how or information  regarding New Compounds or Additional  Compounds except
to the extent that such know-how or  information  relates to or is regarding the
Compound.

      1.10   "Ardent's   Manufacturing   Cost"  will  mean   Ardent's   cost  of
manufacturing as more fully described in Exhibit E.

      1.11 "Ardent  Patents"  will mean:  (a) the patents set forth on Exhibit A
hereto;  (b) any  applications  for patents listed in Exhibit A hereto,  and any
divisional,  continuation,  or continuation-in-part of any such application, and
any patent which will issue based on such application,  divisional, continuation
or  continuation-in-part;  (c) any  application for patent filed hereafter by or
patent issued hereafter to Ardent in any jurisdiction  claiming  priority to any
application for patent or any patent identified in clauses (a) or (b) above; and
(d) all  patents  issued  to and  applications  for  patent  filed by  Ardent in
accordance  with the provisions of Section 7.2.  "Ardent Core Patents" will mean
[***]. "Ardent Secondary Patents" will mean [***].

      1.12 [***].

      1.13  "Claim"  will  mean any  action,  appeal,  petition,  plea,  charge,
complaint,  claim, suit, demand, litigation,  arbitration,  mediation,  hearing,
inquiry, investigation or similar event, occurrence, or proceeding.

      1.14 [***].

      1.15 "Collaboration Committee" will mean the committee described in
Section 6.1.


                                       4

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.16 "Commercially Reasonable and Diligent Efforts" will mean with respect
to   the   research,   development,   manufacture,   regulatory   approval   and
commercialization of the Compound and of Products, such efforts and resources as
are  consistent  with the efforts  and  resources  that ALZA  devotes to similar
products in similar  product  lifecycle  positions,  taking  into  consideration
conditions  then  prevailing  with  respect to the  applicable  Products and the
relevant potential markets,  which  considerations may (but are not required) to
include  a  Product's  safety  and  efficacy  data,  its  cost to  develop,  the
competitiveness  of  alternative  products,   its  proprietary   position,   the
likelihood of regulatory  approval,  its sales  potential or its  profitability;
[***].

      1.17 "Compound" will mean the Delta/Mu  Opioid Receptor  Agonist  compound
known as DPI-125  and  described  in  Exhibit C.  "Compound"  will  include  any
compounds  with  alternative  names but with the same chemical  structure as the
DPI-125 Compound. "Compound" will also include any racemate, salts, solvates and
crystalline  polymorphs  of DPI-125 as well as any chemical  compounds  that are
transformed  following  introduction  into or onto  the  body of a  mammal  into
therapeutic  levels of  DPI-125,  its  racemate,  salts,  solvates,  crystalline
polymorphs or any of its active metabolites.

      1.18 "Compound  Specifications" will mean the lot clearance specifications
for  Compound to be provided  by Ardent  hereunder,  as agreed in writing by the
parties  and as may be  revised  from  time to time by mutual  agreement  of the
parties.

      1.19 "Confidential Information" will mean

            in the case of Ardent,  all know-how and information  relating to or
      regarding the Compound, including but not limited to clinical,  technical,
      scientific  and  medical  information,   know-how,  methods,   inventions,
      practices and trade secrets,  quality control  information and procedures,
      pharmacological,  toxicological  and  clinical  test data and  results and
      regulatory  information,  and the [***], in each case,  which know-how and
      information  (i) Ardent  Controls prior to the Effective  Date, or (ii) is
      developed  or  acquired by Ardent  after the  Effective  Date  outside the
      Program without the use of [***];  information and know-how  regarding New
      Compounds or  Additional  Compounds if  Controlled  by Ardent  pursuant to
      Article X; and financial or other non-scientific or non-technical business
      information  regarding Ardent disclosed to ALZA for the purposes described
      in this Agreement; and

            in the case of ALZA,  Program  Improvements and any and all know-how
      and  information  relating to Systems or  Products or other ALZA  products
      (whether  commercialized or in development),  or the use, manufacturing or
      commercialization  of  any  of  the  foregoing,  or  related  clinical  or
      regulatory  affairs,   the  results  of  the  Feasibility   Studies,   any
      information and know-how  regarding New Compounds or Additional  Compounds
      if  Controlled  by ALZA  pursuant to Article X, and any financial or other
      non-scientific or non-technical business information regarding ALZA or its
      Affiliates  disclosed  to  Ardent  for  the  purposes  described  in  this
      Agreement,

                                       5

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            in each case,  which is (x)  related to the  subject  matter of this
      Agreement and (y) is either (i) Controlled by a party hereto or any of its
      Affiliates  and made available by one party or its Affiliates to the other
      party or its  Affiliates  pursuant to this  Agreement or (ii) is generated
      pursuant to the Program.  Confidential  Information  will be deemed not to
      include:

            (a)  information  which  is or  becomes  part of the  public  domain
      through  no  breach  of  this  Agreement  by the  recipient  or any of its
      Affiliates;

            (b)  information  which the recipient can demonstrate by its written
      records was known by the recipient or any of its  Affiliates  prior to the
      disclosure thereof by the disclosing party;

            (c) information which is independently developed by the recipient or
      any of its Affiliates,  so long as such  development  does not result from
      use of or knowledge of  Confidential  Information of the other party,  and
      such independent  development can be demonstrated  from written records of
      the party claiming such independent  development or any of its Affiliates;
      and

            (d) information that becomes available to the receiving party or any
      of  its  Affiliates  on a  non-confidential  basis,  whether  directly  or
      indirectly, from a Third Party who has the right to make such disclosure.

If a party  discloses to the other party in writing any know-how or  information
the  disclosing  party intends to be treated as  Confidential  Information,  the
disclosing  party will identify such know-how or information as  confidential at
the time it  discloses  such  know-how  or  information  in writing to the other
party.  If a party  discloses to the other party visually or orally  know-how or
information  which it intends to be treated  as  Confidential  Information,  the
disclosing party will, within 30 days after making such disclosure, summarize in
writing the  know-how or  information  it intends to be treated as  Confidential
Information  (referencing  the place and date of disclosure and the names of the
other party's  representatives  to whom such  disclosure was made, and including
therein a description of the information disclosed),  and provide a copy of such
summary to the receiving  party.  The fact that a particular item of know-how or
information  does not at the time of  disclosure  or  generation  qualify as (or
subsequently ceases to qualify as) Confidential  Information by virtue of one or
more of the exclusions  specified in the definition of Confidential  Information
set forth herein (the  "Excluded  Item") will not relieve the party who obtained
or received the Excluded Item from that party's  obligation  of  confidentiality
and non-use as to any other item of Confidential  Information of the other party
or as to the relationship of the Excluded Item to any other item of Confidential
Information of the other party. 1.20 "Confidentiality  Agreements" will mean the
Confidentiality Agreements between [***].

      1.21  "Control" or  "Controlled"  will mean with respect to any  compound,
material, information or intellectual property right, that the party owns or has
a license to such compound, material, information or intellectual property right
and has the  ability  to  grant  to the  other  party  access,  a  license  or a
sublicense (as  applicable  under this  Agreement) to such  compound,  material,
information  or  intellectual  property  right as  provided  for herein  without
violating the terms of any agreement or other  arrangements with any Third Party
existing at the time such party would be first  required  hereunder to grant the
other party such access, license or sublicense.

                                       6

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.22  "Co-Promotion  Agreement"  will  mean the  agreement  regarding  the
promotion of Intravenous Product, attached to this Agreement as Exhibit G.

      1.23 "Co-Promotion" will mean the promotion of Intravenous Product through
Ardent's  and ALZA's  (or ALZA's  Affiliate's)  respective  sales  forces in the
Co-Promotion Territory as further described in the Co-Promotion Agreement.

      1.24  "Co-Promotion  Territory" will mean the United States (including its
territories, commonwealths and possessions).

      1.25 "Damages"  will mean all damages  (excluding  damages  referred to in
Section  15.6),  losses,  liabilities,  payments,  amounts  paid in  settlement,
obligations,  fines, penalties, costs, expenses of any kind or nature whatsoever
incurred or paid in  connection  with any Claim or threatened  Claim  (including
without   limitation   reasonable  fees  and  expenses  of  outside   attorneys,
accountants and other  professional  advisors and of expert  witnesses and other
costs of investigation, preparation and litigation in connection with such Claim
or threatened Claim).

      1.26 [***].

      1.27 [***].

      1.28 "Delta/Mu Opioid Receptor Agonist" will mean a compound that has all
of the following properties: (a) in vitro receptor binding activity [***]; and
(b) in vitro agonist activity [***].

      1.29 "Development and Commercialization  Plan" will mean each written plan
for the development of each Product  developed under this Agreement,  as amended
or supplemented from time to time.

      1.30 "Development  Costs" will mean ALZA's (and its Affiliates')  costs in
developing a Product as more fully described in Exhibit K.

      1.31 [***].

      1.32 "Discontinuation Notice" will be as defined in Section 6.2.3.

      1.33 "Discontinued Product" will be as defined in Section 6.2.3.

      1.34 "Elan" will mean collectively, Elan Corporation, PLC, Elan
International Services, Ltd., Elan Pharma International Limited, and any of
their Affiliates.

      1.35 "Elan Agreements" will mean the License and Financing Agreements by
and Among Elan Corporation, PLC, Elan International Services, Ltd., Elan Pharma
International Limited, Ardent (formerly Delta Pharmaceuticals, Inc.), and Delta
Newco, Ltd., each dated as of October 19, 1999, and the License and Financing
Agreements By and Among the same parties (but with Delta Newco II, Ltd., in
place of Delta Newco, Ltd.) dated as of April 14, 2000.

      1.36 "EMEA" will mean the European  Agency for the Evaluation of Medicinal
Products,   or  any   successors  to  its   responsibilities   with  respect  to
pharmaceutical products, such as the Products.

                                       7

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.37 "Evaluation Period" will mean the period of time provided for ALZA to
conduct the Feasibility Studies as described in Section 2.2.

      1.38 "Excluded Item" will be as defined in Section 1.19.

      1.39 [***].

      1.40 "FDA" will mean the United States Food and Drug Administration or any
successors to its responsibilities with respect to pharmaceutical products, such
as the Products.

      1.41  "Feasibility  Studies" will mean the studies  described on Exhibit D
attached hereto as may be revised from time to time during the Evaluation Period
by ALZA.

      1.42  "Field"  will  mean all uses and  indications,  including  human and
veterinary.

      1.43 [***].

      1.44 "First  Commercial  Sale" will mean,  with  respect to a Product in a
country, the initial transfer of a Product billed or invoiced by ALZA (or one of
its Affiliates or sublicensees) to a non-sublicensee  Third Party. Sales in such
country for clinical study purposes or compassionate, named patient use or under
treatment  IND programs or similar uses will not  constitute a First  Commercial
Sale,  nor will a  commercial  sale in another  country if such  Product is then
imported by a Third Party into such country.

      1.45 "GlaxoSmithKline" will mean GlaxoSmithKline, The Welcome Foundation
Ltd. and any of their Affiliates.

      1.46 "GMPs" will mean current Good Manufacturing Practices as defined from
time  to  time  by the Act and  related  regulations  or any  successor  laws or
regulations  governing  the  manufacture,  handling,  storage and control of the
Compound in the United States.

      1.47 "GSK Agreement" will mean the Assignment Agreement between
GlaxoSmithKline (formerly Glaxo Wellcome, Inc.), The Wellcome Foundation Ltd.
and Ardent (formerly Delta Pharmaceuticals, Inc.) dated January 1, 1996.

      1.48 "Intravenous Product" will mean any Product designed to introduce the
Compound intravenously, intramuscularly, subcutaneously, epidurally or otherwise
into the body of a patient through a needle; provided,  however that Intravenous
Product  will not include any Product  introduced  into the body of a patient by
means of a pump designed for chronic  intrathecal  delivery,  a depot  injection
designed  to  deliver  drugs  over a period  of  days,  weeks  or  months,  or a
transdermal  microprojection  delivery System designed to deliver drugs into the
skin.

      1.49 "Isomer  Patent" will mean a United  States  patent (1) having one or
more  composition  of matter  claims that would be infringed  by making,  using,
importing  or selling  Compound,  and (2)  claiming  priority  to United  States
Provisional Patent Application [***].

      1.50 "License" will mean the licenses described in Article IV.

      1.51 "Milestone Due Date" will be as defined in Section 5.1.4.

      1.52  "Milestone  Measurement  Commencement  Date"  will be as  defined in
Section 5.1.4.

      1.53 "Milestone Reduction Condition" will be as defined in Section 5.1.4.

                                       8

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.54 "NDA" will mean, for a particular Product, its United States New Drug
Application,  filed  with  the  FDA,  as  such  application  may be  amended  or
supplemented from time to time.

      1.55 "Net Sales" will mean the gross amount billed or invoiced by ALZA (or
its Affiliates or sublicensees)  or Ardent (or its Affiliates or  sublicensees),
as the case may be, on sales of Products to non-sublicensee  Third Parties less:
(i) all bona fide allowances for returns, rebates,  chargebacks,  provisions for
bad debts  determined in accordance  with GAAP, and discounts  actually given to
and taken by  non-sublicensee  Third  Parties such  allowances to be adjusted to
actual on a periodic basis, no less frequently than annually;  (ii) all costs of
shipping, freight, transportation and insurance for the Product, but only to the
extent that such costs are included in ALZA's or Ardent's (or their  Affiliate's
or sublicensee's)  invoice price to its customers for the Product; and (iii) all
sales,  use,  excise and other taxes and  compulsory  payments  to  governmental
authorities  that are  included in ALZA's or Ardent's (or their  Affiliate's  or
sublicensee's) invoice price to its customers for the Product.

      1.56 "New Compound" will be as defined in Article X.

      1.57 [***].

      1.58 "Option" will be as defined in Section 3.1.

      1.59 "Option Exercise Fee" will be as defined in Section 3.3.

      1.60 "Option Expiration Date" will be as defined in Section 3.1.

      1.61 [***].

      1.62 "Option Fee" will be as defined in Section 3.2.

      1.63 "Option Term" will be as defined in Section 3.1.

      1.64 "Ongoing Product" will be as defined in Section 6.2.3.

      1.65 "Oral  Product" will mean any Product  introduced  into the body of a
mammal  orally from which the Compound is delivered  and absorbed  into the body
primarily in the intestinal tract.

      1.66 "Orange  Book" will mean the current  edition of the FDA  publication
entitled "Food and Drug  Administration  Center for Drug Evaluation and Research
Approved Drug Products with Therapeutic  Equivalence  Evaluations," as it may be
updated by the FDA from time to time.

      1.67 [***].

      1.68 [***].

      1.69."Other   Information"  will  mean  (a)  information   relating  to  a
disapproval or cancellation of Regulatory  Approval of a Product by the relevant
Regulatory  Authority of any  jurisdiction;  (b)  information  on  modifications
required to be made in the contents of a Regulatory  Approval of a Product or an
application therefor in any jurisdiction in order to prevent, or to warn against
risks of, death,  bodily harm or other severe adverse event;  (c) information on
withdrawal  of  a  Product  from  the  marketplace  in  any  jurisdiction;   (d)
information  on important  revisions of the warnings or precautions in the usage
of a Product as set forth in the labeling  pursuant to a Regulatory  Approval or
an application  therefor in any  jurisdiction;  and (e) any information  related
solely to a Product which would  reasonably be expected to adversely  impact the
continued development or marketing of a Product in any jurisdiction.

                                       9

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.70  "Other  Product"  will mean any  Product  other than an  Intravenous
Product, an Oral Product or a Transdermal Product.

      1.71 "Phase I Clinical  Studies"  will mean those studies that include the
initial  introduction  of a drug into  humans to  determine  the  metabolic  and
pharmacologic  actions of a drug in humans,  the side  effects  associated  with
increasing doses and if possible to gain early evidence on effectiveness.  Phase
I  Clinical  Studies  may  also  evaluate  drug  metabolism,  structure-activity
relationships,  and the mechanism of action in humans.  Phase I Clinical Studies
will not  include  Phase I clinical  studies  designed  to  evaluate  parameters
regarding a transdermal  drug  delivery  system other than  pharmacokinetic  and
pharmacodynamic  parameters of the Compound,  such as  suitability of adhesives,
skin tolerability or irritation.

      1.72 "Phase II Clinical Studies" will mean early controlled human clinical
studies  conducted to obtain some preliminary data on the appropriate dose range
and  effectiveness  of a drug in a disease or condition  under study and to help
determine  the  common  short-term  side  effects  and risks  associated  with a
product.  "Phase IIa Clinical  Studies"  will mean  clinical  studies  primarily
designed to determine the common  short-term  side effects and risks  associated
with a Product,  but may also evaluate whether a Product affects an indicator or
surrogate marker of clinical or pharmacological activity, and may suggest ranges
of efficacious  doses. For purposes of this Agreement a Phase IIa Clinical Study
will involve [***]. Phase IIa Clinical Studies may also seek to determine ranges
of efficacious doses of a Product by comparing the Product to ranges of doses of
other products with known effectiveness and safety. "Phase IIb Clinical Studies"
will mean controlled  clinical studies conducted to evaluate the  dose-dependent
effectiveness  of and  determine  the common  short-term  side effects and risks
associated  with a Product.  For purposes of this Agreement a Phase IIb Clinical
Study will [***].  Phase IIb Clinical  Studies will  provide  efficacy  data and
appropriate  dosing for  inclusion  in Phase III  Clinical  Studies that follow.
Phase IIb Clinical Studies will not include Phase IIa Clinical Studies.

      1.73 "Phase III Clinical  Studies" will mean expanded and controlled human
clinical studies  involving  administration  of a drug to sufficient  numbers of
human patients with the goal of establishing that a drug is safe and efficacious
for its intended use, to define warnings, precautions and adverse reactions that
are  associated  with  the  drug or  label  expansion  of such  drug,  and to be
considered as a pivotal study for submission of an NDA.

      1.74 [***].

      1.75 "Product" will mean any pharmaceutical preparation which incorporates
Compound,  including any formulation thereof, such as intravenous,  transdermal,
oral or other dosage forms.

      1.76  "Product   Marks"  will  mean  the  trademark  or  trademarks   used
exclusively for the Products described in Section 14.4.5.

                                       10

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.77  "Program" will mean all activities  related to the  development  and
commercialization  of the Compound and the Products performed by or on behalf of
Ardent or ALZA pursuant to this Agreement;  provided,  however, that the Program
will not include any activities related to New Compounds or Additional Compounds
which activities are addressed in Article X.

      1.78   "Program   Improvements"   will   mean  any  and  all   inventions,
developments, results, know-how and other information, including but not limited
to clinical, technical,  scientific and medical information,  know-how, methods,
inventions,  practices  and  trade  secrets,  quality  control  information  and
procedures,  pharmacological,  toxicological  and clinical test data and results
and regulatory  information and all intellectual property relating to any of the
foregoing,  that is  developed  by or on behalf of ALZA (or its  Affiliates)  or
Ardent  (or its  Affiliates)  or  jointly  by ALZA  and  Ardent  or any of their
Affiliates,  in connection  with the Program;  provided,  however,  that Program
Improvements   will  not  include   Ardent   Intellectual   Property  or  Ardent
Confidential Information.

      1.79  "Quarter"  will mean each one of four time  periods in any  calendar
year comprising  approximately a three-month  period which will be determined in
accordance  with the  Johnson & Johnson  Universal  Calendar.  The 2004 and 2005
Calendar  is attached  hereto as Exhibit F. For any year  during this  Agreement
after 2005,  ALZA will provide  Ardent with the then  current  Johnson & Johnson
Universal Calendar as requested by Ardent.

      1.80 [***].

      1.81  "Regulatory  Approval" will mean (a) in the United  States,  written
notice or other  written  evidence  of  marketing  approval  by the FDA based on
approval of an NDA and  satisfaction of any related  applicable FDA registration
and  notification  requirements  (if any) and (b) in any  other  country  in the
Territory, written notice or other written evidence of marketing approval by the
Regulatory Authority having jurisdiction in such country of a single application
or set of  applications  comparable  to an NDA and  satisfaction  of any related
applicable regulatory and notification  requirements,  if any, together with any
other approval necessary to make and sell a pharmaceutical  product commercially
in such country including, where necessary or applicable,  satisfactory labeling
and  pricing   approval,   and,  if  necessary   for   commercialization   of  a
pharmaceutical or biological  therapeutic  product,  governmental or Third Party
reimbursement   approval  and/or  inclusion  on  any  governmental   formularies
effective in such country; provided,  however, that if the First Commercial Sale
in a specific  country occurs prior to receipt of such pricing or  reimbursement
approval or inclusion in such  formularies  for such  country,  then  Regulatory
Approval will be deemed to have been obtained.

      1.82 "Regulatory  Authority" will mean the agency, if any, of the national
government of any country with which a pharmaceutical or biological  therapeutic
product  must  be  registered  or  by  which  a  pharmaceutical   or  biological
therapeutic  product must be approved prior to its  manufacture,  use or sale in
such country.

      1.83 "Royalty Report" will be as defined in Section 5.2.6.


                                       11

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      1.84 [***].

      1.85 [***].

      1.86 [***].

      1.87 "System" will mean any drug delivery system developed by or on behalf
of ALZA or any of its  Affiliates or otherwise used by ALZA or its Affiliates in
developing  products,  including  anything  that  affects the  pharmacodynamics,
pharmacokinetics, stability or absorption of a drug or the formulation of a drug
for use in such drug delivery system.

      1.88 "Term" will be as defined in Section 14.1.

      1.89 "Territory" will mean the world.

      1.90 "Third Party" will mean any individual,  estate, trust,  partnership,
joint venture,  association,  firm, corporation,  company or other entity, other
than Ardent or ALZA or an  Affiliate of Ardent or ALZA or an  individual  who at
the time an issue  arises  hereunder  is an  employee  of  Ardent  or ALZA or an
Affiliate of Ardent or ALZA.

      1.91  "Trademark  License  Agreement"  will be an  agreement  in the  form
attached hereto as Exhibit M.

      1.92 "Transdermal Product" will mean any Product designed to introduce the
Compound into the body of a mammal by means of a passive  diffusion  transdermal
System.  Transdermal  Product  will not  include  Products  that  transport  the
Compound through the skin primarily by means of an active driving force, such as
iontophoresis,  electroporation,  sonication,  ballistic  delivery,  or  utilize
microprojections to accomplish delivery of the Compound.

      1.93 [***].

      1.94 "Valid Claim" will mean any claim of an issued and  unexpired  patent
which has neither been held  unenforceable,  unpatentable nor invalid by a final
decision  of  a  court  or  a  governmental  agency  of  competent  jurisdiction
(including  without  limitation  any  competent  patent  office),  from which no
further  appeal is  possible  nor been  admitted  by the  holder  of the  patent
application  or the  patent to be  invalid  or  unenforceable  through  reissue,
disclaimer or otherwise.

                  II. MATERIALS TRANSFER AND FEASIBILITY STUDY

      2.1 Materials Delivery and Use.

            2.1.1 Promptly after execution of this Agreement, Ardent will supply
to ALZA such quantities of Compound and other related materials as are described
in Exhibit D, together with such Ardent  Know-How as may be necessary,  in order
for ALZA to evaluate the Compound  pursuant to the Feasibility  Studies.  Ardent
will supply ALZA from time to time with such  additional  quantities of Compound
as the  parties  reasonably  agree are  necessary  to complete  the  Feasibility
Studies as ALZA may  reasonably  request.  All  Compound  will meet the Compound
Specifications  and  will be  supplied  to ALZA  [***].  Ardent  Know-How  to be
provided  to ALZA will  include a Material  Safety  Data Sheet and all  relevant
information available and known to Ardent concerning the safety,  handling, use,
disposal  and  environmental  effects  of the  provided  Compound.  Ardent  will
complete and return ALZA's Safety and Environmental Evaluation Questionnaire for
the provided  Compound.  Solely for the purpose of  conducting  the  Feasibility
Studies,  Ardent  hereby  grants to ALZA (a) the  exclusive  right  and  license
(except as to Ardent in accordance  with the terms of this Agreement) to use the
Compound in the Territory during the Option Term and (b) the nonexclusive  right
and license to use the other related materials described in Exhibit D and Ardent
Know-How in the Territory during the Option Term.

                                       12

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            2.1.2 [***].

      2.2  Evaluation  Period.  ALZA will have a period of one (1) year from the
date on which [***] (as it may be extended as described  below,  the "Evaluation
Period") to perform the Feasibility  Studies;  provided,  however,  that if ALZA
(and its Affiliates) is unable to complete the  Feasibility  Studies in such one
(1) year period due to delays from the delivery schedule  specified in Exhibit D
in shipments of Compound meeting the Compound  Specifications  during such year,
the period of time will be  extended by an amount of time equal to the length of
the delay(s) in the shipments of Compound  meeting the Compound  Specifications.
Ardent will use commercially reasonable efforts to provide additional quantities
of  Compound  to ALZA as  described  in Section  2.1.1  above,  but  delivery of
quantities  of Compound in addition to those  quantities  described in Exhibit D
will not extend the  Evaluation  Period  unless  agreed to by Ardent in writing.
ALZA  will  own the  results  of the  Feasibility  Studies,  which  will be ALZA
Confidential Information.

      2.3 Feasibility Study Reports. If ALZA does not exercise its Option during
the Option  Term  [***],  then after  written  request by Ardent,  (i) ALZA will
provide  Ardent with all final study  reports of the results of the  Feasibility
Studies  generated  by or on  behalf of ALZA  regarding  the  Compound  and (ii)
effective  as of the date the first  such  final  study  report is  provided  to
Ardent,  ALZA  hereby  grants to Ardent a [***]  license to use the final  study
reports,   and  the  data  included   therein  solely  in  connection  with  the
manufacture,  use and sale of the Compound and any Product;  provided,  however,
that such license  will be limited to the data  generated  from the  Feasibility
Studies  and  will not  include  any  other  information  (such  as  formulation
information) of any Product evaluated and will not include a license to any ALZA
patents;  provided,  further, that if any Regulatory Authority requests an audit
of the  Feasibility  Studies that generated such data,  ALZA will cooperate with
all reasonable requests for support and assistance in connection with such audit
at Ardent's  expense.  If ALZA does  exercise its Option  during the Option Term
[***],  ALZA will provide Ardent with the results of the Feasibility  Studies in
confidence  through  the  Collaboration  Committee  and Ardent will not have any
license to such information,  unless and until Ardent becomes entitled to such a
license pursuant to another provision of this Agreement.

      2.4 Performance Obligations.

            2.4.1 ALZA Obligations.

                                       13

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (a) ALZA will commence the Feasibility  Studies promptly after
[***] and will use Commercially  Reasonable and Diligent Efforts to complete the
Feasibility Studies during the Evaluation Period; provided, however, that during
the Evaluation  Period ALZA will have the right to discontinue  the  Feasibility
Studies and terminate  this  Agreement at any time on 30 days written  notice to
Ardent. Upon the earlier of the completion of the Option Term [***], if ALZA has
not exercised the Option, at Ardent's  request,  ALZA will return or cause to be
returned to Ardent or destroy or cause to be destroyed  all unused  Compound and
all  physical  embodiments  of  Ardent  Confidential  Information,  and a senior
officer of ALZA will certify to Ardent that all such items have been so returned
or  destroyed;  provided,  however,  that ALZA may keep one  complete  record of
Ardent  Confidential   Information  for  the  sole  purpose  of  complying  with
applicable  laws  or  regulations  and its  continuing  obligations  under  this
Agreement.  Notwithstanding  the foregoing,  if Ardent  requests in writing that
ALZA  return to Ardent  all  unused  Compound,  ALZA will  return or cause to be
returned to Ardent the unused  Compound and Ardent will reimburse ALZA its costs
of returning  the Compound and the amounts ALZA paid to Ardent for such returned
Compound.

                  (b) ALZA  will be  responsible  for  compliance  by it and its
Affiliates  with all  federal,  state and  local  laws,  rules  and  regulations
applicable to the Feasibility Studies.

            2.4.2  Ardent  Obligations.  Ardent  may  conduct  [***].  If Ardent
chooses to conduct [***],  Ardent will use  commercially  reasonable  efforts to
commence and to complete [***] as promptly as practicable. If [***] is completed
during the Option Term or after ALZA has been  granted  the license  pursuant to
Section  4.1,  Ardent  will  provide  to ALZA  [***]  within  60 days  after the
completion of [***]. If ALZA exercises (or has previously exercised) the Option,
[***] will be deemed licensed to ALZA as Ardent Know-How.

                                   III. OPTION

      3.1 Option Grant.  Ardent hereby grants to ALZA an exclusive,  irrevocable
option to obtain the  exclusive  license  specified in Section 4.1 hereof on the
terms and conditions specified in this Agreement (the "Option").  The Option may
only be  exercised  by the  delivery  to  Ardent  by ALZA of  written  notice of
exercise  during the Option  Term  [***].  The term of the Option  (the  "Option
Term") will begin on the  Effective  Date and will end on the date (the  "Option
Expiration  Date") that is the earlier of the following (a) or (b): (a) the date
that is the later of (i) [***] days  following  the last date of the  Evaluation
Period  or (ii) if  Ardent  [***]  during  the  Evaluation  Period,  [***]  days
following the date of [***];  and (b) the effective  date of termination of this
Agreement [***]. Failure by ALZA to exercise the Option on or prior to the later
of the Option Expiration Date [***] will result in the automatic  termination of
this  Agreement  (including the Option) on the first date following the later of
the Option  Expiration Date [***], and the effect of such termination will be as
described in Section 2.3.

                                       14

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      3.2 Option Fee. In  consideration  of the grant of the Option by Ardent in
Section  3.1  above,  ALZA will pay to Ardent a  non-refundable  non-recoupable,
non-creditable  [***], fee of one million two hundred and fifty thousand dollars
($1,250,000).  Such  payment  will  be  made by  wire  transfer,  to an  account
specified  in writing by Ardent,  within  ten (10)  business  days after  ALZA's
receipt of this fully executed Agreement.

      3.3 Option  Exercise Fee.  Within ten (10) business days after the date on
which ALZA notifies  Ardent in writing that it is exercising its Option pursuant
to Section 3.1 above, ALZA will pay Ardent [***].

      3.4  Exclusivity.  During  the  Option  Term  [***],  except as  otherwise
contemplated  in this Agreement,  Ardent will not (i) develop or  commercialize,
directly  or  indirectly,  alone or with any Third  Party,  any  Product or (ii)
negotiate with any Third Party or grant any Third Party any rights to develop or
commercialize any Product.

                                   IV. LICENSE

      4.1 License  Grant.  If ALZA  exercises  its Option within the Option Term
[***],  then  effective  upon the date ALZA pays to Ardent [***] the  applicable
Option Exercise Fee and in  consideration  of the payment of the Option Exercise
Fee and the royalties and the milestone payments and other consideration, Ardent
grants ALZA the exclusive right and license, with the right to sublicense, under
all Ardent Intellectual Property to make, have made, use, import, offer to sell,
sell,  and have  sold,  Compound  and  Products  in the  Field in the  Territory
(subject only to Ardent's right to engage in Co-Promotion  under Article XVI and
Ardent's  obligation  to  supply  Compound  to ALZA  under  Article  XVII)  (the
"License").

                                V. CONSIDERATION

As partial  consideration  for the rights and  licenses  granted to ALZA in this
Agreement, ALZA agrees to pay the following amounts:

      5.1  Milestone  Payments.  In  addition  to (and not in lieu  of)  royalty
payments due under this Agreement,  ALZA will pay Ardent the following  one-time
milestone  payments no later than [***] the  occurrence of each of the following
events:

            5.1.1 Intravenous  Product or [***] Product.  Milestone payments for
the first  Intravenous  Product and any [***] Product will not exceed the sum of
[***] in  aggregate,  payable  according to the  following  schedule.  Milestone
payments,  when made, will be non-refundable  non-recoupable  and non-creditable
[***].  Each payment  will be dependent  upon the  attainment  of the  specified
milestone event and will only be payable once no matter how many Products attain
such specified milestone event:

                  (a) [***].

                  (b) [***].

                                       15

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (c) [***].

                  (d) [***].

                  (e) [***].

                  (f) [***].

                  (g) [***].

                  (h) [***].

            5.1.2 Termination of Intravenous Product.  Notwithstanding  anything
in Section 5.1.1 to the contrary,  if ALZA ceases development of the Intravenous
Product  pursuant to Section 6.2.3, and Ardent elects to continue to develop and
commercialize the Intravenous Product,  then as of such date, ALZA will not make
any additional milestone payments to Ardent under Section 5.1.1.

            5.1.3 [***] Product. Milestone payments for the first [***] will not
exceed the sum [***] in aggregate,  payable according to the following schedule.
Milestone   payments,   when  made,  are   non-refundable   non-recoupable   and
non-creditable  [***]. Each payment will be dependent upon the attainment of the
specified  milestone  event and will  only be  payable  once no matter  how many
Products attain such specified milestone event:

                  (a) [***].

                  (b) [***].

                  (c) [***].

                  (d) [***].

                  (e) [***].

                  (f) [***].

                  (g) [***].

                  (h) [***].

                  (i) [***].

            5.1.4 [***].

                  (a) Notwithstanding anything in the Agreement to the contrary,
            but subject to the remainder of this Section  5.1.4,  if at any time
            after  the  date   which  is  [***]  (the   "Milestone   Measurement
            Commencement  Date"),  an event  occurs that  triggers a  particular
            milestone  payment as described in Section 5.1 and if at the time of
            such  occurrence  (the  "Milestone Due Date"),  one of the following
            conditions exists (each a "Milestone  Reduction  Condition")  [***],
            then ALZA will have the right to reduce the milestone payment amount
            payable to Ardent for such event by [***];  provided,  however, that
            if  the  Milestone  Reduction  Condition  relates  to  a  particular
            country,  then the only milestone payment which will be reduced will
            be the milestone payment for that country.  In all other cases, ALZA
            will pay Ardent the full milestone payment amount set forth for such
            event in accordance with the relevant provision of this Agreement.

                                       16

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (b) [***].

      5.2 Royalties.

            5.2.1 Royalty Payments.  Subject to the terms and conditions of this
Agreement and in partial  consideration  of the licenses  granted to ALZA,  ALZA
will pay to Ardent royalties equal to the percentages specified in Section 5.2.2
or 5.2.3  hereof of  aggregate  Net Sales of  Product(s)  in each country in the
Territory,  invoiced  through and up to the date of expiry of the last to expire
of Ardent Patents containing a Valid Claim covering such Product in such country
that would block a generic  equivalent from entering the market in such country,
at which  point the  License  granted to ALZA  hereunder  will be deemed a fully
paid-up   license  in  such  country.   ALZA  will  notify  Ardent  through  the
Collaboration  Committee of any decision to discontinue sales of Products in any
country.

            5.2.2 Intravenous  Products.  For (i) Intravenous  Products and (ii)
other Products [***],  the royalties will be equal to [***] of Net Sales of such
Products;  provided,  however, if at any time Ardent Co-Promotes any Intravenous
Product pursuant to the Co-Promotion Agreement,  ALZA will not owe any Royalties
to Ardent  pursuant to this Section for any sales of Intravenous  Product in the
Co-Promotion  Territory  during  the  period  of time  during  which  Ardent  is
Co-Promoting  the  Intravenous  Product and, in the event that the  Co-Promotion
Agreement is terminated,  for certain  additional periods of time, if any, which
periods are specified in Section 9.1 of the Co-Promotion Agreement.

            5.2.3  All  Other  Products.  For  all  Products  other  than  those
described in Section 5.2.2 above, the royalties will be equal to the following:

      On calendar year aggregate worldwide Net Sales less than [***]     [***]

      On calendar year aggregate worldwide Net Sales beginning at [***]
      and up to all sales less than [***]                                 [***]

      On calendar year aggregate worldwide Net Sales of [***] and above [***]

For example, if Net Sales of [***] in a given calendar year were [***],
royalties would be [***].

            5.2.4  [***].  Notwithstanding  anything  in  the  Agreement  to the
contrary, but subject to the remainder of this Section 5.2.4, if during any time
in which ALZA is required to pay  Royalties to Ardent in a  particular  country:
[***], then the applicable percentages of Royalties due on Net Sales of Products
sold in the relevant  country which are invoiced  after the date of the relevant
event in that  country will be reduced by [***].  In all other cases,  ALZA will
pay Ardent the full  percentages  for  Royalties  due set forth in the  relevant
provision of this Agreement.

                                       17

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            5.2.5  Ardent's  Responsibilities.  Ardent will be  responsible  for
payment of all royalties  and any other  payments,  if any, due to [***].  5.2.6
Payment  Procedures.  Royalties  will be paid to  Ardent  not later  than  [***]
following  the end of the Quarter in which the  obligation  to make such payment
accrues.  Each royalty  payment will be  accompanied by a report in writing (the
"Royalty  Report")  specifying the Quarter to which such royalty payment applies
and detailing the calculation of the royalties due to Ardent for such Quarter.

            5.2.7 Foreign Exchange. For the purpose of calculating Net Sales and
paying royalties hereunder, where the consideration paid in connection with such
Net Sales is in a currency other than U.S. Dollars, conversion from such foreign
currency to U.S.  Dollars will be at the average  rate of exchange  published in
the New York edition of The Wall Street  Journal (or, if The Wall Street Journal
is not then published, such other financial periodical of general circulation in
the United States) with respect to the currency of the country of origin of such
Net Sales for the Quarter for which such royalties are being paid.

            5.2.8 Books;  Audit.  Each party will maintain for a period of [***]
following the close of each calendar year true and complete books  containing an
accurate  record of all data  necessary  for the proper  computation  of amounts
charged by it and  payments  due from it under this  Agreement.  Each party will
have the right,  either itself or through either (x) the  independent  certified
public accountant  engaged by the requesting party to conduct its regular annual
audit  or (y) a firm  of  independent  public  accountants  selected  by  mutual
agreement of the parties, to inspect the relevant records of the other party, at
any time within such [***] period (but not more than once in each calendar year)
for the  purpose of  verifying  the amount of such  payments  or charges and the
accuracy of such books and  records.  Each party will make its books and records
available for inspection  during regular  business hours at such place or places
where such books and records are customarily  kept, upon reasonable  notice from
the party seeking such examination. The parties agree that information furnished
as a result of any such  examination  will be limited to a written  statement by
such  certified  public  accountants  to the effect that they have  reviewed the
books and records of such party and either (i) the amounts paid or charged under
this Agreement are in conformity  with such books and records and the applicable
provisions of this Agreement or (ii) setting forth any required adjustments. The
fees and expenses of the accountants  performing such verification will be borne
by the party  requesting the examination  pursuant to this Section 5.2.8. If any
such  examination  shows any  underpayment  or  overpayment,  or  overcharge  or
undercharge,  a  correcting  payment or refund will be made  within  [***] after
receipt of the written statement described above. Notwithstanding the foregoing,
if any such  examination  indicates that with respect to any calendar year there
was any  underpayment  or overcharge by the party whose books are being examined
of more than [***] of the  payment  actually  due from or the amount that should
actually  have been  charged by such party,  then such party will bear all costs
associated with such examination.  The party requesting such examination  agrees
to hold in  confidence  all  information  learned  in the course of any audit or
inspection,  except  to the  extent  necessary  for such  party to  reveal  such
information  in order to enforce its rights under this Agreement or as permitted
by Article  XIII.  Neither party will have any  obligation  to maintain  records
pertaining to amounts charged by it or payments due from it under this Agreement
beyond said three-year period.  The results of each inspection,  if any, will be
binding on both parties.

                                       18

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

VI.                                COLLABORATION COMMITTEE, PRODUCT DEVELOPMENT,
                                   CLINICAL TRIALS AND REGULATORY APPROVALS

      6.1   Collaboration Committee.

            6.1.1 Formation.  Within [***] days of ALZA's exercising its Option,
the parties will form a joint committee (the  "Collaboration  Committee")  which
will meet  periodically  as  specified  in Section  6.1.2 to review and  discuss
Product development activities.  Initially,  the Collaboration Committee will be
composed  of at least  two,  but not more than four,  representatives  each from
Ardent or its  Affiliates  and ALZA or its  Affiliates.  The  chairperson of the
Collaboration Committee will be one of ALZA's representatives. The Collaboration
Committee may request other  employees or consultants of ALZA or Ardent or their
Affiliates  to attend its  meetings to present  information  or  participate  in
discussions on an ad hoc basis as it deems appropriate.

            6.1.2  Duties of the  Collaboration  Committee.  ALZA will have full
control over the development and  commercialization  of Products  throughout the
term of this Agreement.  The duties of the Collaboration Committee will include,
but not be limited to, monitoring,  reviewing and discussing the progress of the
Development  and  Commercialization  Plans.  To accomplish  its  objective,  the
Collaboration  Committee will meet  quarterly,  or more often if mutually agreed
upon by the  parties,  during  any  period for which  pre-clinical  or  clinical
development  work is being  conducted by ALZA on any  Product,  and will meet at
least annually thereafter.  The Collaboration Committee may meet in person or by
telephone  conference;   provided  that  annually  at  least  one  Collaboration
Committee meeting will be in person.  In-person Collaboration Committee meetings
will be at a site designated by ALZA in the United States.  Each party will bear
all expenses of its personnel arising from attending such meetings.

      6.2   Product Development.

            6.2.1 ALZA will be responsible for development and commercialization
of  Compound  and  Products  in such  countries  of the  Territory  as it  deems
appropriate.  ALZA  (itself or through an Affiliate or Third Party) will perform
the development  activities required to obtain Regulatory Approval to market one
or more  Product(s)  in the  Territory.  ALZA (itself or through an Affiliate or
Third Party) will be responsible for determining  which form(s) of Compounds and
Products  to  develop,   the  design  and  completion  of  Compound  formulation
activities,  and pre-clinical  and clinical studies in the Territory.  ALZA will
bear the expenses for Product  development  following the Effective Date, except
for any specific activities being conducted by Ardent,  [***]. ALZA will provide
Ardent not less than  annually  with a  reasonably  detailed  written  report of
ALZA's  Development Costs incurred by it and its Affiliates with respect to each
Product.

                                       19

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            6.2.2  Subject to Section  6.2.3 below,  ALZA will use  Commercially
Reasonable and Diligent Efforts to develop and  commercialize at least one [***]
Product and one Intravenous Product.  [***]. If Ardent notifies ALZA that Ardent
reasonably believes that ALZA is not using Commercially  Reasonable and Diligent
Efforts  to  develop  or  commercialize  one  or  both  of  the  Products,   the
Collaboration  Committee  will  meet  and  Ardent  will  provide  its  rationale
regarding why it believes  ALZA's  efforts are not  Commercially  Reasonable and
Diligent  Efforts and ALZA will provide its rationale  regarding why it believes
ALZA's efforts are Commercially  Reasonable and Diligent  Efforts,  based on the
facts  then  existing  for the  development  programs  or the  commercialization
efforts.  The  parties  will use good  faith  efforts to  resolve  any  disputes
regarding  the  Program  through  the  Collaboration   Committee.   The  parties
acknowledge that while using Commercially  Reasonable and Diligent Efforts facts
may develop that warrant the  termination  of the continued  development  of the
Intravenous  Product or the [***] Product. If ALZA terminates the development of
either  or  both  of the  Intravenous  Product  or the  [***]  Product  in  such
circumstance,  and if ALZA is then using  Commercially  Reasonable  and Diligent
Efforts to develop and  commercialize at least one Product,  ALZA will no longer
have any  obligations  under  Section  6.2.2 or  otherwise  to use  Commercially
Reasonable  and Diligent  Efforts to develop and  commercialize  the  terminated
Product  or  Products  and  Ardent  will  not  have  any  right  to  develop  or
commercialize  such  terminated  Product or  Products,  except as  specified  in
Section 6.2.3.

            6.2.3 If ALZA determines in its sole judgment that [***],  then ALZA
may elect to discontinue  development  of all forms of Intravenous  Product (the
"Discontinued  Product")  without  breach  of  this  Agreement  and to  continue
development  of one or more [***] Products (the "Ongoing  Product"),  subject to
the remaining provisions of this Section 6.2.3. In such case,

            (a) ALZA will  promptly  provide  Ardent with written  notice of its
determination to cease  development of the Discontinued  Product and to continue
using Commercially  Reasonable and Diligent Efforts to develop and commercialize
the  Ongoing  Product,  [***]  (the  "Discontinuation  Notice").  Subject to its
performance of the remaining  provisions of this Section  6.2.3,  effective upon
ALZA providing the  Discontinuation  Notice to Ardent,  ALZA will no longer have
any  obligations  under  Section  6.2.2,  or  otherwise,   to  use  Commercially
Reasonable  and Diligent  Efforts to develop or  commercialize  the  Intravenous
Product, except to the extent that ALZA exercises its option under paragraph (d)
of this Section 6.2.3.

                                       20

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            (b) ALZA will grant to Ardent a worldwide  exclusive  license,  with
the right to sublicense, to commercialize the Discontinued Product. In addition,
ALZA will  [***].  In  consideration  of  ALZA's  performance  of the  foregoing
obligations,  Ardent will pay to ALZA a royalty on Net Sales of the Discontinued
Product at a rate [***].

            (c) Notwithstanding  anything in this Section 6.2.3 to the contrary,
at all times ALZA will  (through  the  Collaboration  Committee)  continue to be
responsible for determining the Development and Commercialization  Plans for the
Discontinued  Product  consistent with its plans for the Ongoing Product,  [***]
provided  that ALZA will not  unreasonably  withhold  or delay  its  consent  to
Ardent's  proposed  development  activities  with  respect  to the  Discontinued
Product.

            (d)  Notwithstanding  the grant in Section 6.2.3(b) above,  ALZA, at
its sole  option,  may [***].  Ardent  will  provide  ALZA with  written  notice
following   its  internal,   corporate   decision   following   receipt  of  the
Discontinuation  Notice to commit  resources  to continue  the  development  and
commercialization of the Intravenous Product (the "Further Development Notice").
ALZA will have [***] after receipt of the Further  Development  Notice to notify
Ardent in writing of its election [***]. Such notice will also specify [***]. In
addition,  if ALZA  elects  [***],  the parties  will use good faith  efforts to
develop [***]. If ALZA elects to [***],  ALZA will use  Commercially  Reasonable
and Diligent  Efforts  [***] If ALZA  continues  to [***],  Ardent and ALZA will
[***].

            (e) If ALZA does not elect to [***],  ALZA  will  (upon  request  by
Ardent)  make  available  to  Ardent  (by  license  to  Ardent  with a right  to
sublicense)  [***].  Other than providing the information and licenses described
herein,  ALZA will have no obligation to provide any  additional  information or
assistance to Ardent [***] regarding the [***].

            (f)Any  right or  obligation  of Ardent or ALZA to enter  into or to
participate  in the  Co-Promotion  Agreement  with  respect to the  Discontinued
Product will terminate and be of no further force and effect.

            (g) ALZA will use  commercially  reasonable  efforts  as  reasonably
requested by Ardent to assign to Ardent  [***] and will not  interfere or object
to Ardent [***].

            (h) ALZA  expressly  retains  all of its rights  under all  licensed
information and patents [***]. (i) [***].

      6.3  Trademarks.  ALZA or an ALZA Affiliate will determine which trademark
or trademarks will be used in marketing  Compound and Products in the Territory,
and any  trademarks  selected by ALZA or its Affiliate  will be  registered  and
owned by ALZA or its designee.

      6.4 Regulatory Activities.

            6.4.1 Effective as of the date Ardent grants ALZA the License
pursuant to Article IV, ALZA (or its designee) will hold the Investigational New
Drug Application ("IND") (and all non-U.S. equivalents) and NDA (and all
non-U.S. equivalents) for Compound and Product(s) and all other regulatory


                                       21

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[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

filings  in the  Territory.  ALZA  (or its  designee)  will be  responsible  for
interactions with Regulatory  Authorities in the Territory and will bear related
expenses.  Promptly  following  the effective  date of the License,  Ardent will
transfer from Ardent to ALZA (or its designee) the ownership of, and written and
electronic copies of, the IND and all other regulatory information controlled by
Ardent  and  will  facilitate  a  smooth  transition  of  regulatory  activities
concerning  the Compound to ALZA and, on an ongoing  basis,  Ardent will provide
ALZA  with all  relevant  information  and data  available  and  known to Ardent
concerning  Compound for the regulatory  filings in electronic and paper form as
reasonably  requested  by  ALZA;  provided,  however,  that  Ardent  will not be
required to conduct any additional analysis of such data.

            6.4.2 After the  effective  date of the License  pursuant to Article
IV, ALZA will be responsible for obtaining Regulatory Approvals for development,
use and  marketing  of each  Product  from  the  Regulatory  Authorities  in the
Territory and will use Commercially Reasonable and Diligent Efforts to seek such
approvals.  ALZA  will  pay or cause  the  payment  of all  costs  and  expenses
necessary to obtain such approvals, including all costs of human clinical trials
and all costs of filing applications for Regulatory Approval in the Territory.

                    VII. OWNERSHIP AND INTELLECTUAL PROPERTY

      7.1 Ownership. Ardent is and will be the sole owner of Ardent Intellectual
Property and Ardent Confidential Information. ALZA is and will be the sole owner
of [***] ALZA Confidential Information.

      7.2 Patent Applications on Ardent Know-How.

            7.2.1 With  respect to  applications  for  patents  which  relate to
Ardent Know-How, (a) Ardent will remain the owner of the application for patent,
(b)  Ardent  will  continue  to bear the full  costs of and  responsibility  for
preparing, filing and prosecuting the application and (c) to the extent that any
claims of such  application for patent covers the Compound,  or the manufacture,
use or sale of any thereof,  such application for patent and any patents issuing
thereon will constitute  Ardent Patents for purposes of this  Agreement.  Ardent
will keep ALZA reasonably  informed of the status of all such  applications  for
patent in the Territory.

            7.2.2 Where  applications  for patents  covering any Ardent Know-How
have not been filed:

                  (a) Ardent will remain the owner of such Ardent  Know-How  and
will own any such  applications  for patent with respect thereto and any patents
issued on such applications, unless such rights are assigned to ALZA pursuant to
Section 7.2.2(e).

                  (b) Ardent will have the option of determining  whether or not
to file an application for patent in the Territory for such Ardent Know-How.  If
Ardent  elects to file such an  application,  Ardent will bear the full costs of
preparing,  filing and  prosecuting  the application and maintaining any patents
that issue thereon and will control the prosecution of such application.

                                       22

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (c) If Ardent elects not to file an application  for patent in
any  country  in the  Territory  covering  any such  Ardent  Know-How,  then the
following  provisions will apply:  (1) Ardent will notify ALZA in writing of its
decision not file an application for patent;  (2) [***];  (3) [***] and (4) ALZA
will not have the right to file any  applications for patent covering the Ardent
Know-How anywhere in the world without the prior written permission of Ardent.

                  (d) Ardent will notify ALZA  regarding  each  application  for
patent  filed by Ardent  pursuant to this Section  7.2.2 and any patent  issuing
thereon  which  covers  the  Compound  or the  manufacture,  use or  sale of the
Compound  (subject  to any  restrictions  imposed by Third  Parties).  Each such
application and patent will be exclusively licensed to ALZA by Ardent as part of
(and solely for the purposes  specified  in) the license under Article IV hereof
without any  royalty or other  payment  other than the  royalties  and  payments
specified herein.  [***]. Ardent will not grant to any Third Party any rights in
any  application  for patent filed by Ardent or any patent issuing thereon which
covers a New Compound or an Additional Compound or the manufacture,  use or sale
of a New Compound or an Additional  Compound except as permitted under Article X
of this Agreement.

                  (e) In the event that Ardent decides to abandon an application
or not to maintain a patent on an application that falls under Section 7.2.2(d),
Ardent will give written notice to ALZA at least [***] prior to Ardent  allowing
such  application to go abandoned or prior to Ardent not taking a necessary step
to  maintain  such  patent  and ALZA  will have the  option  of taking  over the
prosecution or maintenance of such application or patent at its sole expense. If
ALZA elects to take over the  prosecution  or  maintenance  of such  application
pursuant to this Section 7.2.2(e), or if Ardent gives ALZA written permission to
file any  applications  for patent  pursuant  to Section  7.2.2(c),  Ardent will
assign all its right, title and interest in such application or patent to ALZA.

                  (f) If with  respect  to any Ardent  Patent  listed (or deemed
included) in Exhibit A, all of those claims  included in such Ardent  Patent are
disallowed or declared  invalid for any reason,  which claims  constitute all of
the claims in such Ardent Patent which cover any of the Compound, any Product or
the manufacture,  use,  importation or sale of any thereof, the parties will, at
Ardent's request,  discuss in good faith amending Exhibit A so as to remove such
Ardent  Patent  from  this  Agreement;  provided,  however,  that if at any time
subsequent to such amendment, such Ardent Patent is reissued or one or more such
claims are  reinstated  so that such  Ardent  Patent  covers the  Compound,  any
Product  or the  manufacture,  use,  importation  or sale of any  thereof,  then
Exhibit A will be deemed  amended  so as to add such  Ardent  Patent  and,  upon
ALZA's  request,  a duly  authorized  officer of Ardent  will  initial a copy of
Exhibit A reflecting such amendment.

      7.3 Patent  Applications  on [***].  ALZA will be deemed the sole owner of
[***].  To the  extent  that  [***].  ALZA will have the  option of  determining
whether or not to file an application for patent in the Territory [***]. If ALZA
elects to file such an application,  ALZA will bear the full costs of preparing,
filing and  prosecuting  the  application for patent and maintaining any patents
that issue thereon and ALZA will control the prosecution of such application.

                                       23

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      7.4 Cooperation.  Each party will cooperate, and will cause its employees,
consultants and subcontractors to cooperate, with all reasonable requests of the
other party for assistance in preparation and prosecution and maintenance of any
applications for patent and any patent issuing  therefrom.  Each party will sign
documents  to vest or  maintain  title to  patents  in the owner  determined  in
accordance with this Article VII. 7.5 Public Disclosure.

            7.5.1  Subject  to  Sections  13.2 and 13.3,  Ardent  agrees  not to
disclose any research results or results of clinical studies regarding Compound,
Product or any Additional Compound without [***] notice to ALZA.  Following such
[***] notice period,  [***]. If requested by Ardent,  ALZA will update Ardent on
its proposed  disclosures  of research  results during  Collaboration  Committee
meetings.

            7.5.2 Research results and results of clinical studies which are not
Confidential  Information on the date of execution of this Agreement will not be
subject to paragraph (a) of this Section 7.5; [***].

      7.6 Patent Filing Procedures.

            7.6.1  The  parties  will  consult  in order to  determine  in which
countries  within the Territory  patent  applications for the Ardent Know-How or
[***] are to be filed.  If the  parties  cannot  agree as to in which  countries
applications  should be filed, the final decision as to where such  applications
will be filed and  maintained,  will be made by Ardent in its sole discretion in
the case of Ardent  Know-How  [***].  When a decision is made regarding in which
countries patent applications will be filed and maintained, each party will, for
patents  owned by it pursuant to this  Agreement,  use  commercially  reasonable
efforts to:

                  (a) file applications for letters patent, in those countries;

                  (b)  prosecute  all  pending and new patent  applications  and
defend  against  oppositions  filed against the grant of letters patent for such
applications, in those countries where a party files patent applications; and

                  (c) upon and after the grant of any letters patent on any such
Ardent  Know-How  [***]  in any  country  where it  files  patent  applications,
maintain such letters  patent in force by duly filing all  necessary  papers and
paying any fees  required for such purpose by the patent laws of the  particular
country in which such letters patent were granted; and

                  (d) obtain such patent  extensions or  restorations  of patent
terms as may  become  available  from time to time in any  country  in which are
filed patents or patent applications for the Ardent Know-How [***].

            7.6.2  Ardent in the case of Ardent  Know-How  will  provide to ALZA
copies of all patent applications prior to filing, and ALZA may provide comments
regarding the  application  to the extent deemed  appropriate.  Ardent will also
provide to ALZA copies of all documents  relating to the prosecution of all such
patent applications.

                                       24

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

              VIII. INFRINGEMENT BY OR CLAIMS AGAINST THIRD PARTIES

      8.1 Notices.  Each party will advise the other  promptly upon its becoming
aware of: (a) any  unlicensed  activities  which such party  believes  may be an
infringement in the Territory of any patent or other  proprietary right owned or
applied for by it or the other party related to the Compound or a Product or the
manufacture,  use, importation,  or sale thereof; (b) any attack on or appeal of
the  grant of any  patent  owned or  applied  for by it or the  other  party and
related to the Compound or a Product or the  manufacture,  use or sale  thereof;
(c) any application for patent by, or the grant of a patent to, a Third Party in
respect of rights  which may be related  to the  Compound  or a Product so as to
potentially affect the manufacture, use, importation, or sale therefore or which
may claim  the same  subject  matter as or  conflict  with any  patent  owned or
applied for by it or the other party and related to the Compound or a Product or
the  manufacture,  use or  sale  thereof;  or (d)  any  application  made  for a
compulsory  license  under any patent  owned or  applied  for by it or the other
party and  related to the  Compound or Product or the  manufacture,  use or sale
thereof.

      8.2 Control of Defense.

            8.2.1 ALZA will have the  initial  right at its own  expense to take
whatever  legal or other  action is required in  response  to  activities  which
require notice under Section 8.1 ("Protective Action") and which relate to [***]
and will notify Ardent as promptly as practicable of its  determination  whether
or not to take such action.  ALZA may if necessary bring such Protective  Action
for [***] in the name of itself and Ardent,  or, if ALZA does not have  standing
to bring such suit,  may require  Ardent to bring such action in Ardent's  name,
provided that,  each such case, ALZA will bear all direct out of pocket expenses
paid to Third  Parties  of any  such  suit or  suits.  If ALZA  engages  in such
Protective Action for [***],  Ardent will at ALZA's expense cooperate fully with
ALZA in such  action.  Each  party  may be  represented  by  counsel  of its own
selection at its own expense in such Protective  Action,  but ALZA will have the
right to control  such  action.  Any  recovery  obtained  by ALZA or Ardent as a
result  of such  Protective  Action,  whether  by  judgment,  award,  decree  or
settlement, will be [***].

            8.2.2 If ALZA fails to take any such Protective  Action within [***]
months of delivery of the notice specified in Section 8.1 (or sooner, if failure
to take such action  would  adversely  affect  Ardent's  ability to exercise its
right under this  Section  8.2.2 and  provided  that Ardent  gives ALZA at least
[***]  business  days  notice of such  fact),  then  Ardent may  institute  such
Protective  Action at its own expense if it has standing to bring such action in
its own name without ALZA involvement. Ardent will bear all direct out of pocket
expenses paid to Third Parties of any such suit or suits. Any recovery  obtained
by Ardent as a result of such  Protective  Action,  whether by judgment,  award,
decree or settlement, will be [***].

                                       25

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            8.2.3 Ardent will have the initial  right at its own expense to take
whatever  Protective  Action  is  required  for [***]  and will  notify  ALZA as
promptly as practicable of its determination whether or not to take such action.
In each such case,  Ardent will bear all direct out of pocket  expenses  paid to
Third Parties of any such suit or suits.  If Ardent  engages in such  Protective
Action for [***],  ALZA will at Ardent's expense  cooperate fully with Ardent in
such  action.  ALZA will at its option have the right to join at its own expense
in any such Protective  Action,  and each party may be represented by counsel of
its own selection at its own expense in such Protective  Action, but Ardent will
have the right to control  such  action.  Any  recovery  obtained by Ardent as a
result  of such  Protective  Action,  whether  by  judgment,  award,  decree  or
settlement, will be [***].

                     IX. INFRINGEMENT OF THIRD PARTY RIGHTS

      9.1 Third Party Claims. During the term of this Agreement, ALZA and Ardent
will each  promptly  notify the other of any Claim by a Third Party against ALZA
or Ardent, any Affiliate or sublicensee of Ardent or ALZA, alleging infringement
of  such  Third  Party's  intellectual  property  rights  as  a  result  of  the
development,  manufacture,  marketing, sale, importation, or use of the Compound
or a Product  anywhere  in the  Territory.  If the Claim  involves a patent in a
country for which ALZA is paying  royalties to Ardent,  which patent  covers the
development,  manufacture, marketing, sale, importation, or use of the Compound,
the parties will  cooperate  and use their good faith,  commercially  reasonable
efforts to resolve  such claimed  infringement,  provided,  however,  that if it
appears  reasonably  likely  that the claimed  infringement  will give rise to a
Claim for indemnification  hereunder, then the party against whom such Claim for
indemnification  would be made will have the first right to defend  against such
Claim in  accordance  with  Article  XV  below.  Neither  party  will  settle or
compromise  any Claim subject to this Section 9.1, nor will any party consent to
the  entry of  judgment  thereon,  without  the  consent  of all  persons  named
defendant  in such  Claim;  provided,  however,  that such  consent  will not be
required  if  such  settlement,  compromise  or  judgment  (i)  includes  as  an
unconditional  term thereof the release by the claimant or the  plaintiff of all
such persons from all liability arising from events which allegedly gave rise to
such Claim and (ii) contains no  restriction,  limitation or  prohibition of any
kind on the manner in which any such person  conducts its business.  Any payment
made by an indemnified  party to settle or compromise a Claim against it without
obtaining  the  consent  of the  indemnifying  party will be at its own cost and
expense.

      9.2. Payments to Third Parties.  If a Third Party has or receives a patent
in any country for which ALZA is paying  royalties to Ardent which patent covers
the  development,  manufacture,  marketing,  sale,  importation,  or  use of the
Compound anywhere in the Territory and ALZA in its reasonable  judgment believes
it is  necessary  to obtain and obtains a license to such  patent (a  "Necessary
Third Party License"), ALZA will be entitled to a credit against the royalties

                                       26

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

otherwise  payable to Ardent for the Product(s)  pursuant to Section 5.2 for any
Quarter in an amount equal to [***];  provided,  however,  in no event will such
credit  cause the  royalties  paid to Ardent  for any  particular  Quarter to be
reduced to less than [***];  provided,  further that any unused  credits will be
carried over to future  Quarters  throughout  the Term.  Upon the  expiration or
termination  of this  Agreement,  Ardent  will  have no  obligation  to make any
payment in respect of any balance  that might  otherwise  be due with respect to
its  share  of the  consideration  paid by ALZA or its  Sublicensees  under  the
Necessary  Third Party  Licenses and which remains  after the foregoing  credits
against royalties have been taken by ALZA. Other than the foregoing, any royalty
or other  payments due from ALZA to Third  Parties with respect to Products will
be the sole responsibility of ALZA.

                        X. OPTION TO ADDITIONAL COMPOUNDS

      10.1 Additional Compounds.

            10.1.1 (a) Ardent may develop one or more Delta/Mu  Opioid  Receptor
Agonist  compounds  (other than the  Compound)  outside of the Program that have
potential   antinociceptive   activity  and  safety  as  specified  below  ("New
Compound").  Unless and until ALZA enters into any Additional  Compound License,
ALZA will have no rights with  respect to such New  Compound or any  know-how or
information  disclosed  by Ardent  with  respect  thereto  except  as  expressly
provided in this Article X (including  without  limitation  Section 10.1.5).  If
Ardent  develops a New  Compound,  at any time prior to the date which is [***],
Ardent will deliver written notice (the "Additional Compound Notice") to ALZA at
the time  Ardent has  received  data from  pre-clinical  animal  pharmacological
studies specified below regarding such New Compound describing [***] potency and
safety of the New Compound measured against the following criteria:

                        (i) [***], and

                        (ii) [***], and

                        (iii) [***].

                        If the New Compound meets each of the criteria (i), (ii)
and (iii), then the New Compound will be considered an "Additional Compound" and
will be  subject  to the  remaining  provisions  of this  Article  X. If the New
Compound  does not meet all of the criteria  (i),  (ii) and (iii),  then the New
Compound will not be considered an Additional Compound,  and (except as provided
in Section  10.1.5) ALZA will have no further  rights to the New Compound or the
related  know-how or information  under this Article X or any other provision of
this Agreement and Ardent will have no further  obligations to ALZA with respect
to such New Compound or the related  know-how or  information.  Until Ardent has
performed each of the pre-clinical animal  pharmacological  studies as specified
in the criteria  (i),  (ii) and (iii) with the New Compound  and  delivered  the
Additional  Compound Notice to ALZA,  Ardent will not be entitled to develop and
commercialize  (itself or through a Third  Party) such New  Compound  beyond the
point specified in such criteria.

                                       27

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (b) [***]:

                        (i) [***].

                        (ii) [***].

                        (iii) [***].

            10.1.2 (a) [***].

                   (b) [***].

                   (c) [***].

            10.1.3 [***].

            10.1.4  Notwithstanding  anything to the contrary  herein,  Ardent's
obligations  and  ALZA's  rights  regarding  Additional  Compounds  herein  will
terminate  upon the  termination or expiration of this Agreement for any reason;
provided,  however, that if this Agreement terminates after Ardent has delivered
an  Additional  Compound  Notice and during a period of time during which one or
both  parties  are  performing  activities  on one or more  specific  Additional
Compounds pursuant to Article X, the parties' rights and obligations pursuant to
Article X will remain in effect solely with respect to such specific  Additional
Compounds as provided in Section 14.7.

            10.1.5 If know-how  or  information  relating to or  regarding a New
Compound or an  Additional  Compound  is  disclosed  by Ardent  pursuant to this
Article X, then  (notwithstanding  anything to the  contrary  contained  in this
Article X) to the extent that such know-how or information also relates to or is
regarding  the  Compound,  such  know-how or  information  will be deemed Ardent
Know-How  and ALZA will have the same  rights with  respect to such  know-how or
information as it has for other Ardent Know-How.

                       XI. REPRESENTATIONS AND WARRANTIES

      11.1 Representations and Warranties of Both Parties.  Ardent and ALZA each
hereby  represents  and warrants to the other,  as of the execution date of this
Agreement  (and it will be a condition to exercise of the Option that, as of the
date of  exercise  of the  Option,  each is able to  confirm  to the  other)  as
follows:

            11.1.1 It is a corporation,  duly organized, validly existing and in
good standing under the laws of the  jurisdiction of its  incorporation  and has
all  requisite  power and  authority,  corporate  or  otherwise,  to conduct its
business as now being conducted, to own, lease and operate its properties and to
execute, deliver and perform this Agreement.

            11.1.2 Neither it, nor any of its employees or consultants  who will
be undertaking  any  activities  related to this Agreement or the subject matter
thereof,  has been debarred or is the subject of debarment or other disciplinary
proceedings by the FDA or any Regulatory Authority in the Territory.

            11.1.3  No  consent,   approval,   order  or  authorization  of,  or
registration, declaration or filing with, any governmental agency is required to
be  obtained  or made by or with  respect to such party in  connection  with its
execution, delivery and performance of this Agreement.

                                       28

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            11.1.4  The  execution,  delivery  and  performance  by it  of  this
Agreement and the transactions contemplated thereby have been duly authorized by
all necessary  corporate action and stockholder  action and will not (i) violate
any applicable laws or regulations or (ii) result in a breach of or constitute a
default under any material agreement,  mortgage, lease, license, permit or other
instrument or obligation to which it is a party or by which it or its properties
may be bound or affected.

            11.1.5 This  Agreement is a legal,  valid and binding  obligation of
such party,  enforceable against it in accordance with its terms and conditions,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,  moratorium,  reorganization  or similar laws,  from time to time in
effect, affecting creditors' rights generally and general principles of equity.

            11.1.6 Such party is not under any  obligation to any Third Party or
any of such party's employees, contractual or otherwise, that conflicts with the
terms of this  Agreement  or that limits the rights of such party to fulfill its
obligations hereunder.

      11.2  Representations  and Warranties of Ardent.  Ardent hereby represents
and warrants to ALZA, as of the execution date of this Agreement (and it will be
a condition  of exercise of the Option  that,  as of the date of exercise of the
Option, Ardent is able to confirm to ALZA), as follows:

            11.2.1  Ardent  owns or has the  lawful  right to grant the  License
under the Ardent  Intellectual  Property.  11.2.2 [***],  Ardent has received no
notice (and has no reason to expect such notice) of any Claim by any Third Party
or any  employee of Ardent that (a) such Third Party or employee  has any rights
to any of the Ardent Intellectual  Property or the Compound that prevents Ardent
from  granting  to  ALZA  the  License  specified  in  Article  IV  hereof;  (b)
manufacture,  sale,  importation  or use of the  Compound  within  the  Field as
contemplated hereby infringes any rights of such Third Party or employee; or (c)
the Ardent Patents are invalid or unenforceable.

            11.2.3 Elan has no rights (or has waived its rights)  under the Elan
Agreements  to the Compound or to the  Additional  Compounds.  11.2.4  Ardent is
under no  obligation  to provide  any Third  Party or any Ardent  employee  with
notice prior to granting ALZA rights with respect to any Additional Compounds.

            11.2.5  Ardent has not  received  any notice or other  communication
from GSK  regarding  any  breach  by  Ardent  of its  obligations  under the GSK
Agreement.

            11.2.6 The License set forth in this  Agreement upon due exercise of
the Option by ALZA,  grants to ALZA all rights that  Ardent has with  respect to
the [***].

            11.2.7 Ardent has shown to ALZA the complete texts of all provisions
of the GSK Agreement,  [***] and the Elan  Agreements that apply to the Compound
and any Additional Compounds, except for [***].

      11.3 Mutual Limitations on Warranties.  Other than the representations and
warranties  made by the parties  pursuant to Sections 11.1 and 11.2 or elsewhere
in this Agreement,  the parties  disclaim any and all other  warranties  whether
express  or  implied,   including   without   limitation   any   warranties   of
non-infringement,  merchantability  or fitness for a  particular  purpose or any
warranty arising from course of dealing or usage of trade.

                                       29

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                                 XII. COVENANTS

      12.1  Covenants of the Parties.

            12.1.1  Throughout the term of this Agreement,  Ardent and ALZA will
comply  (and will cause  their  Affiliates  and  sublicensees  to comply) in all
material  respects with all applicable laws and regulations,  including the Act,
concerning the manufacture, use and sale of the Compound and the Products.

            12.1.2 Ardent will  promptly  notify ALZA if it becomes aware of any
Other  Information.  If any  such  Other  Information  relates  to  fatal,  life
threatening  or other  serious  adverse  events (as defined in ICH-E2A,  Section
II.B.),  Ardent  will  promptly  advise  ALZA  by  telephone,   telex  or  other
instantaneous  method  of  communication  and  will  within  fifteen  (15)  days
thereafter provide written  confirmation of such Other Information.  Ardent will
allow ALZA to comply with the adverse  reaction  reporting  requirements  of the
Act, and other  comparable  applicable laws and  regulations  outside the United
States with respect to Compound or Products.  Prior to the First Commercial Sale
of the  Product,  the  parties  will  enter into a  pharmacovigilance  agreement
concerning their respective  reporting and  investigation  responsibilities.  In
addition,  ALZA will  provide such Other  Information  to Ardent  regarding  any
Product to which Ardent acquires rights pursuant to this Agreement.

            12.1.3  The  parties   will  execute  and  deliver  any  further  or
additional instruments or documents and perform any acts which may be reasonably
necessary in order to effectuate and carry out the purposes of this Agreement.

      12.2 Ardent Covenants.

            12.2.1  During the term of this  Agreement,  except as  specifically
authorized  by this  Agreement,  Ardent will not develop,  manufacture  or sell,
directly or  indirectly,  either  alone or with any Third Party,  any  Compound,
Product or Additional Compound.

            12.2.2  Ardent will  maintain  the lawful right to grant the License
under the Ardent Intellectual Property for the term of the grant hereunder,  and
Ardent  will  promptly  undertake  commercially  reasonable  actions  to resolve
favorably  any claims,  disputes or  controversies  regarding  such right [***].
Ardent will not assert in any way any Ardent Intellectual  Property against ALZA
or its  sublicensees  or Affiliates,  or their  customers  (direct or indirect),
agents or  contractors  with  respect to their  development,  manufacture,  use,
import,  offer for sale or sale of Compound or  Products.  For the  avoidance of
doubt, the preceding  sentence will not prevent Ardent from alleging a breach by
ALZA of its obligations under this Agreement with respect to Ardent Intellectual
Property  or any  use by ALZA  of  Ardent  Intellectual  Property  which  is not
permitted by the License.

                                       30

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            12.2.3 Except as specifically  authorized by this Agreement,  during
the Term of this  Agreement,  Ardent  will  not (i)  develop  or  commercialize,
directly  or  indirectly,  alone or with any Third  Party,  any  Product or (ii)
negotiate with any Third Party or grant any Third Party any rights to develop or
commercialize any Product.

            12.2.4  Compound  supplied  by  Ardent  hereunder  (a) will meet the
Compound  Specifications,  (b) will not be adulterated or misbranded  within the
meaning  of the Act,  and (c) will be  manufactured  in  accordance  with  GMPs;
provided,   however,  that  Ardent  may  supply  Compound  not  manufactured  in
accordance  with GMPs if  specifically  intended  for  non-human  testing and if
agreed to in writing by ALZA.

      12.3 ALZA Covenant. ALZA will not, either alone or with any Third Party,
perform [***].

                         XIII. CONFIDENTIAL INFORMATION

      13.1  Confidentiality.

            13.1.1 Each party agrees that during the term of this  Agreement and
at all times thereafter, it will use all commercially reasonable efforts to keep
confidential, and cause its Affiliates and sublicensees with which it has shared
Confidential  Information of the other party, if any, to keep confidential,  all
Confidential  Information of the other party,  and neither party nor any of such
Affiliates  or  sublicensees,  if any,  will use or  disclose  the  Confidential
Information of the other party except as expressly  permitted in this Agreement.
The parties acknowledge that Confidential Information may have been disclosed by
either party or its Affiliates to the other party or its Affiliates  pursuant to
the  Confidentiality  Agreements.  All  information  disclosed  pursuant  to the
Confidentiality  Agreements  will  be  deemed  Confidential  Information  of the
disclosing  party within the meaning of this  Agreement and subject to the terms
hereof.   Notwithstanding  the  foregoing,   the  party  receiving  Confidential
Information  of the other party may (i) disclose it to  government  agencies and
others  where  such  information  may  be  required  to be  included  in  patent
applications or regulatory  filings permitted under the terms of this Agreement;
(ii) provide it to Third  Parties  under  agreements  including  confidentiality
provisions  substantially  equivalent to those in this Agreement for consulting,
market  research,  manufacturing,  development,  and  pre-clinical  and clinical
testing with respect to the Products and similar  activities  under the Program;
or (iii) publish it if and to the extent such  publication  has been approved in
writing by the disclosing  party. In each of the foregoing  cases, the receiving
party  will  use  diligent   efforts  to  limit  the   disclosure  and  maintain
confidentiality to the extent possible.

            13.1.2 Each party agrees not to disseminate Confidential Information
of the  other  party  over  the  Internet  or any  similar  form  of  electronic
communication  without the prior written approval of the other party;  provided,
however, that a party can send Confidential  Information of the other party over
a secured,  internal electronic mail system or over the Internet so long as such
Confidential Information is encrypted or password protected.

                                       31

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            13.1.3  Each  party  hereby   acknowledges   that  the  Confidential
Information of the other party is highly valuable,  proprietary and confidential
and that any disclosure to any officer,  employee, or agent of such party or any
of its Affiliates or sublicensees  will be made only to the extent  necessary to
carry out its  responsibilities  under this  Agreement and only if such officer,
employee  or  agent  is  informed  of the  confidential  nature  thereof  and is
obligated  to  hold  such  information  in  confidence   under   confidentiality
provisions at least as stringent as those provided in this Agreement.

            13.1.4 The parties agree that the  obligations  of this Section 13.1
are  necessary  and  reasonable  in order to  protect  the  parties'  respective
businesses,  and that  monetary  damages alone may be inadequate to compensate a
party for any breach by the other  party of its  covenants  and  agreements  set
forth herein.  The parties  agree that any breach or  threatened  breach of this
Section 13.1 may cause irreparable injury to the injured party for which Damages
would not be an adequate remedy and that, in addition to any other remedies that
may be available, in law and equity or otherwise, such party will be entitled to
seek equitable relief against the breach or threatened  breach of the provisions
of this Section 13.1.

            13.1.5 Following  termination of this Agreement for any reason, each
party will return all  Confidential  Information of the other party to the other
party or destroy all physical records or embodiments of such information,  and a
senior officer of such party will certify to the other party that all such items
have been so returned or destroyed;  provided,  however, that each party will be
entitled to maintain one copy of the Confidential Information of the other party
solely for the purpose of monitoring its continuing obligations hereunder.

      13.2  Disclosure  to  Investors;  Public  Announcements.  The parties have
agreed on an initial  press  release  of the  transaction  contemplated  by this
Agreement which is attached  hereto as Exhibit J (the "Initial Press  Release").
The  Initial  Press  Release  may be  issued  or  used  by  each  or  any  party
individually  or by the parties  jointly.  Other than the Initial Press Release,
neither party will originate any publicity, news release or public announcement,
written or oral,  whether to the public,  the press,  stockholders or otherwise,
disclosing  the  existence  of this  Agreement,  the subject  matter to which it
relates,  the  performance  under it or any of its specific terms and conditions
without  the  prior   written   approval  of  the  other   party,   except  such
announcements,  pursuant  to the advice of  counsel  for the party  making  such
announcement, are required by law. If a party decides to make an announcement it
believes to be required by law with respect to this Agreement,  it will give the
other party such notice as is reasonably  practicable  and the parties will work
together  in good faith to attempt  to agree on the  content of the  disclosure.
Ardent will also have the right to provide investors and potential  investors in
Ardent with  information  regarding  this Agreement and the terms thereof either
(a) pursuant to confidentiality  restrictions at least as stringent as those set
forth  herein  which are  binding  on such  persons  or (b) to the  extent  such
information  constitutes  information  which  is,  in  Ardent's  sole  judgment,
material to  investors  and  required  to be  disclosed  pursuant to  applicable
securities laws or regulations, in disclosure documents filed in connection with
a public offering or as a public company, [***].

                                       32

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      13.3 Required Disclosure. The receiving party will be entitled to disclose
Confidential  Information  of the  disclosing  party  where such  disclosure  is
reasonably  necessary to enforce its rights  pursuant to this Agreement or where
demand for such  disclosure  is made on the receiving  party  pursuant to: (i) a
valid order of a court or other  governmental  body or (ii) any other applicable
law;  provided  that if the receiving  party intends to make such  disclosure or
receives such demand,  the receiving party will give the disclosing party prompt
notice of such fact to enable the disclosing party to seek a protective order or
other  appropriate  remedy  concerning any such disclosure.  The receiving party
will fully cooperate with the disclosing party at the disclosing party's expense
in connection  with the disclosing  party's  efforts to obtain any such order or
other  remedy.  If any such  order  or other  remedy  does  not  fully  preclude
disclosure,  the receiving  party will make such  disclosure  only to the extent
that such disclosure is legally required.

                            XIV. TERM AND TERMINATION

      14.1 Term. This Agreement  becomes  effective as of the Effective Date and
will remain in effect until the  expiration  of the last to expire Ardent Patent
containing a Valid Claim  covering any Product  unless  terminated by one of the
parties  earlier as set forth in this Article XIV or unless  earlier  terminated
automatically  in accordance with Section 3.1 (the "Term");  provided,  however,
that  expiration of this Agreement  will not affect any provisions  specified to
survive under Section 14.8.

      14.2 Termination by Ardent. Ardent may terminate this Agreement either (a)
for a material breach by ALZA of this Agreement or (b) [***], provided that ALZA
has received  written  notice from Ardent of such breach,  action or  proceeding
specifying in reasonable detail the particulars of the alleged breach, action or
proceeding. If Ardent becomes aware that a material breach by ALZA has occurred,
Ardent will promptly notify ALZA thereof.

            14.2.1 For any  breach  other than a failure by ALZA to pay when due
any  material  amount  due  hereunder  or with  respect  to any such  action  or
proceeding, termination will become effective either (i) [***] after the date of
such notice  unless ALZA cures such  material  breach or withdraws or terminates
such action or proceeding during such [***] period (or, if such material breach,
by its nature, is a curable breach that is not curable within such [***] period,
such longer period as would be reasonably necessary for a diligent party to cure
such material  breach),  or (ii)  immediately  if such material  breach,  by its
nature, is incurable.

            14.2.2  For any breach  consisting  of a failure by ALZA to pay when
due any material amount due hereunder,  termination  will become effective [***]
days after the date of such notice unless Ardent receives all undisputed amounts
due,  together  with all  interest due and payable  thereon  pursuant to Section
18.13 hereof,  within such [***] period and, if any of the amount is in dispute,
a notice  specifying the disputed  amount,  together with a reasonably  detailed
explanation of the basis for such dispute.

                                       33

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            14.2.3 Notwithstanding the foregoing, termination under this Section
14.2 will be  automatically  stayed for the  duration of any dispute  resolution
proceeding  initiated under Section 18.4 regarding the dispute forming the basis
for the proposed termination.

      14.3  Termination by ALZA.  ALZA may terminate  this  Agreement  under the
following  circumstances,  provided that Ardent has received written notice from
ALZA, specifying in reasonable detail the basis on which ALZA is terminating the
Agreement:

                  (a) for any  reason  effective  [***]  after  the date of such
notice [***];

                  (b) in  the  event  of a  material  breach  by  Ardent  or its
Affiliates of this Agreement;

                  (i) if the breach  consists of any event or  occurrence  other
than a failure  by Ardent to pay when due any  material  amount  due  hereunder,
effective  either (A) [***] after the date of such notice  unless  Ardent  cures
such material breach during such [***] period (or, if such material  breach,  by
its nature,  is a curable  breach that is not curable  within such [***] period,
such longer period as would be reasonably necessary for a diligent party to cure
such  material  breach),  or (B)  immediately  if such material  breach,  by its
nature, is incurable; or

                  (ii) if the breach consists of a failure by Ardent to pay when
due any material  amount due hereunder,  effective  [***] after the date of such
notice  unless ALZA  receives  all  undisputed  amounts due,  together  with all
interest due and payable thereon  pursuant to Section 18.13 hereof,  within such
[***] period and, if any of the amount is in dispute,  a notice  specifying  the
disputed amount,  together with a reasonably  detailed  explanation of the basis
for such dispute;

            (c) in the event (i) that Ardent  becomes  insolvent or is unable to
pay  its  debts  when  due;   (ii)  Ardent  files  a  petition  in   bankruptcy,
reorganization  or similar  proceeding,  or, if such a petition is filed against
Ardent,  such petition is not dismissed within [***]; (iii) Ardent  discontinues
its business;  or (iv) a receiver is appointed or there is an assignment for the
benefit of Ardent's  creditors,  then to the extent permitted by law,  effective
immediately;

            (d) within [***] following ALZA's receipt of [***]; and

            (e) for any reason  effective  [***]  after the date of [***] if, at
such time, [***].

      If ALZA becomes aware that a material breach by Ardent has occurred,  ALZA
will promptly notify Ardent  thereof.  If the breach is not (or cannot be) cured
within  the  applicable  cure  period,  but  ALZA  nevertheless  chooses  not to
terminate this Agreement,  at such time the parties agree to discuss whether the
consequences  of such  breach  warrant  any  temporary  or  permanent  change in
payments   pursuant  to  Article  V  hereof.   Notwithstanding   the  foregoing,
termination  under  this  Section  14.3  will be  automatically  stayed  for the
duration of any dispute  resolution  proceeding  initiated  under  Section  18.4
regarding the dispute forming the basis for the proposed termination.

      14.4 Effect of Termination  Pursuant to Section 14.2 or 14.3(a). If Ardent
terminates  this  Agreement  pursuant to Section  14.2 or ALZA  terminates  this
Agreement  pursuant to Section  14.3(a),  in either case,  all rights granted to
ALZA to the Ardent  Intellectual  Property will automatically  terminate and, if
such  termination  occurs after ALZA has  exercised  the Option,  the  following
provisions will apply:

                                       34

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            14.4.1 Depending on the timing of such termination,  ALZA will grant
Ardent certain rights as follows:

                  (a) At any  time,  ALZA  will (i)  grant to  Ardent a right of
reference  to all  regulatory  filings  Controlled  by ALZA solely to the extent
relating  to the  Compound  and any  Product,  (ii)  provide to Ardent  complete
documentation  of all pre-clinical and clinical trial reports and regulatory and
safety  data,  in each case,  solely  related to the  Compound  and any  Product
developed and  Controlled by ALZA pursuant to the  Agreement,  all in the format
then  currently  maintained  by ALZA,  (iii)  will  grant to Ardent a  worldwide
license,  with the right to  sublicense,  for the exclusive use of all such data
solely to develop,  make,  have made,  use,  import,  offer to sell and sell the
Compound  and any Product,  and (iv) will grant to Ardent a worldwide  exclusive
license, with the right to sublicense, to [***].

                  (b) If such  termination  is effective  on or after [***],  in
addition to the  licenses  described  in Section  14.4.1(a),  ALZA will grant to
Ardent upon Ardent's request, a worldwide license, with the right to sublicense,
to [***].  Such  license  will provide that Ardent will pay to ALZA (i) a patent
royalty equal to [***] of Net Sales of each [***]  Product until the  expiration
of the last to  expire  patent  containing  a Valid  Claim  covering  each  such
Product,  (ii) a  know-how  royalty  equal to [***] of Net  Sales of each  [***]
Product  for the  commercial  life of  such  Products,  and  (iii)  all  royalty
obligations of ALZA to Third Parties for rights to intellectual  property which,
in the absence of such rights, a [***] Product would otherwise infringe.

                  (c)  Notwithstanding  the  foregoing,  if such  termination is
effective on or after [***], then the following terms will apply:

                        (i) ALZA, at its sole option,  may elect to perform (and
                  may  designate  an  Affiliate  or a  Third  Party  which  will
                  perform)  one  or  more  aspects   [***]  using   Commercially
                  Reasonable  and  Diligent  Efforts by  providing  Ardent  with
                  prompt written notice thereof.  Ardent will promptly submit to
                  ALZA  [***] and the  parties  will use good  faith  efforts to
                  agree on such terms  within  [***]  after such  submission  by
                  Ardent.  In all cases,  Ardent will [***].  In  addition,  the
                  license to Ardent described in Section 14.4.1(b) [***] will be
                  limited  to [***].  If no  agreement  is reached  [***],  then
                  either  party may invoke  the  dispute  resolution  procedures
                  pursuant  to  Section  18.4,  so  long  as any  resolution  is
                  consistent with the terms specified herein.

                        (ii) In addition, ALZA will promptly advise Ardent which
                  of the  following  options it wishes to  exercise  in its sole
                  discretion:

                              (A) ALZA in its sole  discretion may advise Ardent
                        that it wishes the parties to [***].  ALZA will promptly
                        submit to Ardent  [***]  and the  parties  will use good
                        faith efforts to agree on [***] after such submission by
                        ALZA.  [***].  In all  cases,  Ardent  will  pay to ALZA
                        [***]. If no agreement is reached on [***],  then either
                        party  may  invoke  the  dispute  resolution  procedures
                        pursuant to Section  18.4 so long as any  resolution  is
                        consistent with the terms specified herein.

                                       35

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                              (B) If ALZA [***], then ALZA will expand the scope
                        of  Ardent's  license  in Section  14.4.1(b)  to include
                        [***]. Other than providing the specific information and
                        licenses described herein,  ALZA will have no obligation
                        to provide any  additional  information or assistance to
                        Ardent [***].

            14.4.2 If such  termination  is  effective on or after [***] and, at
such time,  ALZA or any of its  Affiliates is [***],  at Ardent's  request,  the
parties will use good faith  efforts to [***].  ALZA's  obligation to [***] will
terminate [***]  following  termination of the Agreement or such earlier time as
Ardent is able to [***].  Ardent  will use  commercially  reasonable  efforts to
[***]. Other than providing the information and licenses described herein,  ALZA
will have no obligation to provide any  additional  information or assistance to
Ardent or [***].

            14.4.3  If at the time of  termination,  [***],  ALZA  will use good
faith  efforts  to assign to Ardent  [***] and will not  interfere  or object to
Ardent [***].

            14.4.4 ALZA  expressly  retains all of its rights under all licensed
information and patents except as ALZA has explicitly  licensed to Ardent herein
the right to use such  information  to develop,  use, make,  have made,  import,
offer for sale and sell Compound and Products.

            14.4.5 If  commercialization  of any  Intravenous  Product  or [***]
Product has commenced in any country of the Territory prior to termination, ALZA
will grant to Ardent an exclusive license, with the right to sublicense,  to any
trademarks used by ALZA  exclusively for such  commercialized  Products (but not
including any  trademarks for any ALZA  technologies  if such  technologies  are
identified by marks  separate from that of the trademark for the Products)  (the
"Product  Marks"),  and any domain  names  containing  Product  Marks  solely in
connection  with the  manufacture,  importation,  use, offer to sale and sale of
Intravenous  Products and [***]  Products,  which license will be in the form of
the Trademark License Agreement. If the parties enter into the Trademark License
Agreement  pursuant  to this  Section  14.4.5,  Ardent will pay ALZA a trademark
royalty equal to [***] of Net Sales of Products using any Product Marks.

      14.5  Additional  Effect of Termination  Pursuant to Section 14.3(a) After
Exercise  of Option.  If ALZA  terminates  this  Agreement  pursuant  to Section
14.3(a)  after ALZA has  exercised  the Option,  in addition to any other rights
ALZA has pursuant to such termination,  ALZA will have the right to receive, and
Ardent will pay to ALZA, the following amounts:

            (a) (i) Ardent will pay to ALZA a royalty (at the rate  specified in
clause  (ii) of this  paragraph  (a)) on Net  Sales of  Products  following  the
effective  date of  termination;  provided,  however,  that  such  royalty  will
terminate when [***].

                                       36

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (ii) The royalty  payable  under clause (i) of this  paragraph
(a) will be determined pursuant to the following [***].

      14.6 Effect of Termination Pursuant to Section 14.3(b), 14.3(c), 14.3(d),
or 14.3(e).

            14.6.1 If ALZA  terminates  the Agreement due to Section  14.3(b) or
(c) and  [***],  Ardent's  License  grant  to ALZA  to the  Ardent  Intellectual
Property and Other  Information  owned by Ardent will convert to an irrevocable,
exclusive, fully paid-up License, with the right to sublicense under any and all
intellectual  property,  patents,  trade secrets and Ardent  Know-How  which are
necessary or useful to develop,  use make, have made, import, offer for sale and
sell Compound or Product(s) in the Territory and, as of such date, ALZA will not
owe any milestone or royalty payments to Ardent under Article V. Notwithstanding
Section  5.2.5,  in the event ALZA obtains a fully paid-up  License  pursuant to
this Section 14.6 and royalties  and milestone  payments to Ardent are no longer
accruing  under  this  Agreement,  then as of the  effective  date of the  fully
paid-up  License,  ALZA  will  assume  the  payment  of [***]  based on sales of
Products  on or after such date.  In the event ALZA  terminates  this  Agreement
pursuant to Section 14.3(b) and [***],  then (a) ALZA's rights under the License
to the Ardent  Intellectual  Property and Other Information owned by Ardent (and
any ancillary rights derived  therefrom) will survive  termination,  and (b) any
milestone or royalty payments  otherwise due from ALZA to Ardent under Article V
following the effective date of such termination will be at a reduced rate equal
to [***] of the rate which  would have been  payable if this  Agreement  had not
been terminated.

            14.6.2  Notwithstanding  anything in this Agreement to the contrary,
if ALZA terminates the Agreement  pursuant to Sections 14.3(d) or 14.3(e),  then
the sole effect of such termination will be as specified in Sections 14.8 [***].

      14.7 Effect of Termination on Rights to Additional Compounds. The
provisions of Article X will not survive termination of the Agreement, except
under the following limited circumstances.

            14.7.1 If the effective date of  termination  occurs during [***] or
after ALZA has notified Ardent that [***],  ALZA will continue to have the right
to request [***];  provided,  however, that ALZA will be required to fund [***].
If the parties cannot agree on such  development  plan and budget Ardent will so
notify ALZA and within  [***],  (i) ALZA may elect to enter into the  Additional
Compound  License  Agreement,  or (ii) if ALZA does not elect to enter into such
agreement, ALZA's rights with respect to the Additional Compound will terminate.

            14.7.2 If the effective date of termination occurs while [***], then
from and after the effective date of  termination,  ALZA will be required [***].
If the parties cannot agree upon [***], Ardent will so notify ALZA and ALZA will
have [***] to make the same election specified in Section 14.7.1.

            14.7.3 If the  effective  date of  termination  occurs  while [***],
Ardent  will so notify  ALZA and ALZA will have [***] to make the same  election
specified in Section 14.7.1.

            14.7.4  Upon  delivery of [***],  ALZA will have [***] to [***].  If
Ardent has delivered  [***] to ALZA prior to the effective date of  termination,
ALZA will have until the earlier of [***] after delivery of [***] or [***] after
the effective date of  termination to make its election.  If ALZA does not elect
to enter into the  Additional  Compound  License  Agreement with Ardent for such
Additional  Compound  within  [***],  then ALZA will have no further  rights and
Ardent will have no further  obligations to ALZA with respect to such Additional
Compound or [***].

                                       37

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            14.7.5 All Additional  Compound  License  Agreements which have been
executed by the parties prior to the effective date of termination will continue
in full  force  and  effect  and will not be  affected  by  termination  of this
Agreement.

      14.8 Other Residual Rights.

            14.8.1  Upon  expiration  of the Term of this  Agreement  (including
earlier termination of this Agreement),  except as specifically  provided herein
to the contrary,  all rights and obligations of the parties under this Agreement
will cease,  except for the following rights and obligations  which will survive
termination:

                  (a) If  termination  occurs  prior to ALZA's  exercise  of the
Option, (i) the rights and obligations of the parties under Section 2.4.1 (other
than the first  sentence  thereof) and (ii) unless such  termination  is by ALZA
pursuant to Section  14.3(b),  the rights and  obligations  of the parties under
Section 2.3 (other than the last sentence thereof);

                  (b) Each party's obligations to pay amounts to the other party
accruing  hereunder  up to the  date of  termination  or  thereafter  (including
royalties on all Products sold up to the date of termination or thereafter)  and
rights to retain all payments  from the other party  properly made pursuant this
Agreement;

                  (c) If ALZA has obtained a fully paid-up  License  pursuant to
Section 14.6 of this Agreement,  ALZA's rights to the fully paid-up License, and
Ardent's rights and obligations  described in Section 12.2.2;  provided however,
in the event  that  Ardent  decides  to not  maintain a patent or abandon or not
maintain an  application  for patent listed in Exhibit A, then the provisions of
Section 7.2.2(e) will apply;

                  (d) Ardent's obligations to pay amounts to ALZA accruing after
the date of termination [***] as described in Article XIV;

                  (e) If ALZA has obtained a fully paid-up  License  pursuant to
Section 5.2.1, ALZA's rights to the fully paid-up License and

                  Ardent's  rights  and  obligations  described  in the last two
sentences of Section 12.2.2;

                  (f) Ardent's  responsibility to make all payments described in
Section 5.2.5;

                  (g) The  obligations  regarding  confidentiality  described in
Article XIII; (

                  h) All obligations for  recordkeeping  and accounting  reports
described in Section 5.2.8;

                                       38

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                  (i) The  parties'  right to inspect  books and records of each
other as described in Section 5.2.8;

                  (j) The  parties'  rights  and  obligations  with  respect  to
intellectual  property as described in Article VII;  provided  that Sections 7.5
and 7.6 will survive only if the Agreement  expires according to its terms or if
ALZA terminates the Agreement pursuant to Sections 14.3(b) or (c);

                  (k) Obligations of defense and indemnity, described in Article
XV;

                  (l)  The  parties'  rights  and  obligations  (including  with
respect to any  representations  or warranties herein made) arising prior to the
effective date of such termination, or as a result of such termination, or which
may  thereafter  come into being as the result of the breach of any of the terms
or conditions of this Agreement  that survive the  termination of this Agreement
pursuant to this Section 14.8;

                  (m)  The  parties'  rights  and  immunities  pursuant  to  the
disclaimers set forth in this Agreement, under Section 11.3 hereof;

                  (n)  The  parties'  rights  and  immunities  pursuant  to  the
limitations of liability set forth in this Agreement, under Section 15.6 hereof;

                  (o) If the Agreement is  terminated  for any reason other than
by Ardent  pursuant  to  Section  14.2,  the  parties'  rights  and  obligations
regarding Additional Compounds as described in Section 10.1.4;

                  (p) The parties'  rights and  obligations  under the following
additional   provisions:   Article  I  (Definitions);   Article  XIV  (Term  and
Termination); Section 18.3 (Governing Law); Section 18.4 (Arbitration);  Section
18.7 (Notices); Section 18.13 (Interest on Late Payments); and Section 18.15 (No
Strict Construction); and

                  (q) If this Agreement has been  terminated by ALZA pursuant to
Sections  14.3(b) or 14.3(c),  the parties' rights and  obligations  pursuant to
Section 18.2 (Rights In Bankruptcy).

      14.9 Disposal of Inventory.

            14.9.1 Commercial  Products.  Upon termination of this Agreement for
any reason,  ALZA will be free for a period of [***]  following  termination  to
sell its remaining and then  existing  inventory of Products,  together with any
additional  quantities of Products which ALZA is then  irrevocably  obligated to
purchase under contracts with Third Parties;  provided,  however, that ALZA will
be obligated to pay Ardent the royalties  applicable to said subsequent sales in
accordance with the terms and conditions set forth in this Agreement.

            14.9.2 Compound  Inventory.  Upon  termination of this Agreement for
any reason,  to the extent ALZA has  inventory of Compound  that it will not use
for manufacture under other provisions of this Agreement, if requested by Ardent
in writing,  ALZA will sell to Ardent such unused Compound. If such Compound was
provided to ALZA by Ardent,  Ardent will  reimburse  ALZA its costs of returning
the  Compound  and the amounts  ALZA paid to Ardent for such  Compound.  For all
other Compound, Ardent will pay ALZA for such Compound [***].

                                       39

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      14.10  Preservation of Rights Upon  Termination.  Except if termination is
pursuant to Section 14.3(d) or 14.3(e),  in which case the rights of the parties
will be exclusively as specified in Section  14.6.2,  the rights set out in this
Article  XIV are  without  prejudice  to any  other  rights a party  may have in
respect of any such termination.

                 XV. INDEMNIFICATION AND LIMITATION OF LIABILITY

      15.1  Indemnification  by ALZA. In addition to any other rights Ardent may
have at law or in equity,  ALZA will indemnify,  defend and hold harmless Ardent
and its Affiliates, and their respective employees,  officers and directors, and
their  successors and assigns  (each,  an "Ardent  Indemnified  Party") from and
against any and all Damages which the Ardent Indemnified Party may incur, suffer
or be required to pay to the extent  resulting  from or arising out of Claims by
Third  Parties:  (i)  relating  to  the  manufacture,  marketing,  distribution,
promotion or sale by ALZA or its Affiliates,  subcontractors  or sublicensees of
the  Compound  or a Product;  (ii)  relating  to any  adverse  event  arising in
connection with the manufacture, distribution or sale by ALZA or its Affiliates,
subcontractors or sublicensees of the Compound or a Product;  (iii) based on any
breach of any  representation,  warranty or covenant of ALZA in this  Agreement;
and  (iv)  based  on  actions  taken  or  omitted  to be  taken  by  ALZA or its
Affiliates,   subcontractors  or  sublicensees,  or  the  employees,  agents  or
representatives  or  any  of  them  in  performing  the  activities  under  this
Agreement;  provided,  however,  that to the extent any Claim  against an Ardent
Indemnified  Party  arises  or  results  from  Ardent's   activities  under  the
Co-Promotion  Agreement,  the  indemnification  provisions  of the  Co-Promotion
Agreement will control.

      15.2  Indemnification  by Ardent. In addition to any other rights ALZA may
have at law or in equity,  Ardent will indemnify,  defend and hold harmless ALZA
and its Affiliates and their respective employees,  officers and directors,  and
their  successors  and assigns  (each,  a "ALZA  Indemnified  Party"),  from and
against any and all Damages which the ALZA Indemnified  Party may incur,  suffer
or be required to pay to the extent  resulting  from or arising out of Claims by
Third Parties: (i) relating to the manufacture, use or sale of the Compound or a
Product by Ardent or its  Affiliates  or their  sublicensees;  (ii) based on any
material  breach of any  representation,  warranty  or covenant by Ardent or any
Affiliate or their  sublicensees in this  Agreement;  and (iii) based on actions
taken or omitted to be taken by Ardent, its employees, agents or representatives
in performing the activities under this Agreement.

      15.3 Conditions of Indemnification of Third-Party  Claims. The obligations
and liabilities of an indemnifying  party under Section 15.1 or 15.2 hereof with
respect to Damages resulting from Claims by Third Parties will be subject to the
following terms and conditions:

                                       40

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            15.3.1   Promptly   after   the   delivery   of  a  notice   seeking
indemnification  in  respect  of a Claim and  subject  to  Section  15.3.3,  the
indemnifying  party may elect,  by written notice to the  indemnified  party, to
undertake the defense thereof,  at the sole cost and expense of the indemnifying
party. If the  indemnifying  party chooses to defend any Claim,  the indemnified
party will cooperate with all reasonable  requests of the indemnifying party and
will make  available  to the  indemnifying  party any  books,  records  or other
documents within its control that are necessary or appropriate for such defense.

            15.3.2 In the event that the indemnifying party, within a reasonable
time after  receipt of a notice  seeking  indemnification,  does not so elect to
defend  such Claim,  the  indemnified  party will have the right  (upon  further
notice to the  indemnifying  party) to  undertake  the  defense,  compromise  or
settlement of such Claim for the account of the indemnifying  party,  subject to
the right of the indemnifying party to assume the defense of such Claim pursuant
to the terms of Section  15.3.1 at any time prior to  settlement,  compromise or
final determination thereof, provided, that the indemnifying party reimburses in
full all costs of the indemnified  party (including  reasonable  attorney's fees
and  expenses)  incurred by it in  connection  with such  defense  prior to such
assumption.

            15.3.3  Notwithstanding   anything  in  this  Section  15.3  to  the
contrary,  the  indemnified  party will be entitled to  participate  in (but not
control) the defense of any action,  with its own independent counsel reasonably
acceptable  to the  indemnifying  party at the sole  expense of the  indemnified
party;  provided,  that, if the representation of the indemnifying party and the
indemnified  party by the same counsel  would be a conflict of interest for such
counsel,  the  indemnified  party  may  elect  to  be  represented  by  its  own
independent  counsel,  reasonably  acceptable to the indemnifying party, without
relieving the indemnifying party of its responsibility  under this Article XV to
defend the indemnified  party by paying the reasonable fees and expenses of such
separate counsel to the extent properly attributable to an indemnified Claim.

      15.4 Insurance. In addition to its duty to indemnify, ALZA and Ardent each
will procure  product  liability  insurance in commercially  reasonable  amounts
naming the other party as an additional insured thereon. Alternatively, ALZA may
establish a program of self insurance for the same risks,  provided such program
is in a form reasonably acceptable to Ardent.

      15.5  Settlements.  No person who has  undertaken  to defend a Claim under
Sections  15.3.1 or 15.3.2  will,  without  written  consent of all  indemnified
parties,  settle or  compromise  any Claim or consent to entry of any  judgment,
provided,  however,  that such consent will not be required if such  settlement,
compromise or judgment (i) includes as an unconditional term thereof the release
by the claimant or the plaintiff of all  indemnified  parties from all liability
arising from events which allegedly gave rise to such Claim and (ii) contains no
restriction,  limitation or  prohibition  of any kind on the manner in which any
indemnified party conducts its business. Any payment made by a party to settle a
Claim  against it without  obtaining  such  consent  will be at its own cost and
expense.  Notwithstanding  the foregoing,  the indemnifying party will be liable
under this  Article XV for any  settlement  effected  without its consent if the
indemnifying  party has refused to  acknowledge  liability  for  indemnification
hereunder  and/or  declines to defend the  indemnified  party in any such Claim,
action or proceeding and it is determined that the indemnifying party was liable
to the indemnified party for indemnification related to such settlement.

                                       41

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      15.6 Disclaimer of Consequential  Damages.  IN NO EVENT WILL EITHER ARDENT
OR ALZA BE LIABLE TO THE OTHER FOR ANY  SPECIAL,  CONSEQUENTIAL  (EXCEPT  TO THE
EXTENT  RESULTING  FROM  CLAIMS OF THIRD  PARTIES FOR WHICH  INDEMNIFICATION  IS
REQUIRED  UNDER THE  FOREGOING  PROVISIONS OF THIS ARTICLE XV),  INCIDENTAL,  OR
PUNITIVE  DAMAGES  ARISING  UNDER  OR AS A  RESULT  OF  THIS  AGREEMENT  (OR THE
TERMINATION  HEREOF)  INCLUDING,  BUT NOT  LIMITED  TO, THE LOSS OF  PROSPECTIVE
PROFITS  OR  ANTICIPATED  SALES,  OR ON  ACCOUNT OF  EXPENSES,  INVESTMENTS,  OR
COMMITMENTS  IN  CONNECTION  WITH THE  BUSINESS OR GOODWILL OF ALZA OR ARDENT OR
OTHERWISE.

                            XVI. CO-PROMOTION RIGHTS

      16.1  Exercise  of  Co-Promotion  Rights.  ALZA will  provide  Ardent with
written notice following its internal, corporate decision to commit resources to
file an NDA for the first Intravenous Product (the "NDA Notice").  Together with
the NDA Notice, ALZA will provide Ardent with [***]. Within [***] after delivery
of such notice, ALZA will also provide Ardent with [***]. Ardent will have until
the later of [***] after  receipt of [***] or [***]  after  delivery of [***] to
notify ALZA in writing (the  "Co-Promotion  Notice")  (a) that Ardent  elects to
Co-Promote the first Intravenous  Product in the Co-Promotion  Territory and (b)
[***] under the terms of the Co-Promotion Agreement ("Co-Promotion  Agreement").
Within [***] following ALZA's receipt of Ardent's  Co-Promotion Notice, ALZA and
Ardent will execute the Co-Promotion  Agreement;  provided,  however, that if an
Affiliate of ALZA will be marketing  the  Intravenous  Product and booking sales
for the Intravenous  Product,  the  Co-Promotion  Agreement will be entered into
between Ardent and such Affiliate and the Co-Promotion Agreement will be revised
accordingly. Except as specified in this Section, Ardent will not have the right
to co-promote any other Products or to co-promote the first Intravenous  Product
outside of the Co-Promotion  Territory.  If Ardent fails to deliver the complete
Co-Promotion  Notice  within  the time  specified  herein,  Ardent's  rights  to
Co-Promote  the first  Intravenous  Product in the  Co-Promotion  Territory will
terminate.

      16.2  Co-Promotion  of  Additional  Compounds.  Each  Additional  Compound
License  Agreement  entered into  pursuant to Article X will contain a provision
that  states  that if ALZA ceases to develop or  commercialize  any  Intravenous
Product  incorporating  the  Compound,  and  at its  sole  option  develops  and
commercializes an "Intravenous  Product"  incorporating the Additional  Compound
(where the term  "Intravenous  Product"  is defined in the  Additional  Compound
License  Agreement  as it is in this  Agreement  but  revised to  reference  the
Additional Compound rather than the Compound for this purpose), then Ardent will
have the same  Co-Promotion  option as specified in the  preceding  paragraph of
this Section XVI, with respect to the  "Intravenous  Product" which includes the
Additional Compound.

                                       42

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

                             XVII. COMPOUND SUPPLIES

      17.1  ALZA  (itself  or  through  an  Affiliate)  will  have the  right to
manufacture  Compound  and  Product(s),  and will  have the  right,  in its sole
discretion,  to appoint one or more Third Parties to manufacture Compound and/or
Product(s).

      17.2 Upon ALZA's  request,  Ardent will supply ALZA with  Compound in such
forms  and  quantities  as  ALZA  reasonably  requests  to  complete  additional
pre-clinical,  Phase I Clinical  Studies and Phase II Clinical  Studies,  [***].
Ardent will provide ALZA with all relevant  information  available  and known to
Ardent concerning the safety, handling, use, disposal, and environmental effects
of Compound. To the extent such information is proprietary, Ardent will continue
to own it, and such  information will be included in the license granted to ALZA
under Article IV.

      17.3 Compound supplied by Ardent to ALZA will meet Compound Specifications
and will not be misbranded or  adulterated.  Compound  will be  manufactured  in
accordance  with GMPs;  provided,  however,  that Ardent may supply Compound not
manufactured  in  accordance  with GMPs if  specifically  intended for non-human
testing and as agreed to in writing by ALZA.

      17.4  Ardent  will use  diligent  efforts to  transfer  to ALZA,  or (upon
execution of a suitable confidentiality  agreement) its Third Party manufacturer
of Compound,  all Ardent  Know-How and other  Ardent  Confidential  Information,
reasonably necessary for ALZA or its Affiliates or its Third Party manufacturer,
to manufacture Compound, including any and all analytical methods.

                              XVIII. MISCELLANEOUS

      18.1  [***]:

            18.1.1      [***].

            18.1.2      [***].

            18.1.3      [***].

            18.1.4      [***].

            18.1.5      [***].

            18.1.6      [***].

            18.1.7      [***].

            18.1.8      [***].

            18.1.9      [***].

      18.2  Rights in Bankruptcy.

                                       43

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            (a) It is the  intention of ALZA and Ardent that ALZA's rights under
this Agreement will remain in place if Ardent files a petition in bankruptcy, is
adjudicated as bankrupt or files a petition or otherwise  seeks relief under any
bankruptcy,  insolvency or reorganization statue or proceeding, or a petition in
bankruptcy is filed against it or is not dismissed within 60 days, or it becomes
insolvent  or makes an  assignment  for the benefit of creditors or a custodian,
receiver or trustee is appointed for it or a substantial portion of its business
or assets or admits in writing its inability to pay its debts as they become due
(each a "Bankruptcy  Event"). It is the intention of ALZA and Ardent that ALZA's
exclusive rights and licenses to commercialize  and market Compound and Products
in the Territory and its first right to acquire  rights to Additional  Compounds
continue,  without  impairment,  if and after any Bankruptcy  Event. To the end,
ALZA may make direct arrangement with Ardent's suppliers to obtain the Compound,
and any  related  testing or other  services,  and to  continue  developing  and
commercializing Products.

            (b) All rights and licenses  granted under this  Agreement by Ardent
to ALZA are, and will  otherwise be deemed to be, for purposes of Section 365(n)
of the Bankruptcy Code,  licenses or other rights to "intellectual  property" as
defined under Section 101(52) of the Bankruptcy Code. Ardent and ALZA agree that
ALZA, as licensee of such rights under this Agreement, will retain and may fully
exercise all of its rights and elections under the Bankruptcy  Code.  Ardent and
ALZA  further  agree  that,  in the event of the  commencement  of a  bankruptcy
proceeding  by or  against  Ardent  under  the  Bankruptcy  Code,  ALZA  will be
entitled, to the extent practicable,  to a complete duplicate of all embodiments
of such intellectual property, and such items, if not already in its possession,
will  be  promptly  delivered  to  ALZA  upon  (i) any  such  commencement  of a
bankruptcy  proceeding  unless  Ardent  elects to continue to perform all of its
obligations  under  this  Agreement  or (ii) if not  delivered  under (i) above,
immediately upon the rejection of this Agreement by or on behalf of Ardent.

            (c)   [***].

            (d) If,  under the  Bankruptcy  Code or  successor  similar  law,  a
trustee in bankruptcy of Ardent,  or Ardent,  as debtor,  desires to assign this
Agreement to a Third Party in accordance  with the Bankruptcy  Code, the trustee
or Ardent, as the case may be (in either case, the "Debtor"),  will notify ALZA.
The notice  will set out the name and  address  of the  proposed  assignee,  the
proposed  consideration for the assignment and all other relevant data about the
proposed assignment. The giving of this notice will constitute the grant to ALZA
of an option to have this Agreement  assigned to ALZA or to ALZA's  designee for
the  consideration,  or its equivalent in money, and upon the terms specified in
the  notice.  The option may be  exercised  only by notice  given by ALZA to the
Debtor no later than 30 days after ALZA's  receipt of the notice from the Debtor
unless a shorter  period is deemed  appropriate  by the court in the  bankruptcy
proceeding.  If ALZA does not exercise its option in a timely  manner,  then the
Debtor may complete the assignment,  but only if the assignment is to the entity
named in the notice and for the  consideration  and upon the terms  specified in
the notice.  Nothing in this Section 18.2 is intended to impair any rights which
ALZA may have as a creditor in the bankruptcy proceeding.

            (e)   [***].


                                       44

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      18.3 Governing Law. This Agreement will be deemed to have been made in the
State of New York and its form,  execution,  validity,  construction  and effect
will be determined in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of law thereof.  The application of
the United Nations Convention for Contracts for the International Sales of Goods
is  hereby  expressly  excluded.   18.4  Arbitration.   Any  dispute,  claim  or
controversy  arising out of or relating  to this  Agreement  will be resolved in
accordance with Exhibit H attached hereto.

      18.5 Assignment and Binding Effect.

            18.5.1 This  Agreement  may not be assigned by either party  without
the prior written consent of the other, except as otherwise permitted under this
Section 18.5:

                  (a) Ardent may assign this  Agreement  to an Affiliate or to a
Third Party  without such prior written  consent as part of a merger  (including
Ardent's merger with Enhance  Biotech,  Inc., to which ALZA hereby  nevertheless
consents),  consolidation,  sale,  or transfer of all or  substantially  all its
assets;  but only if the  assignee  has or  simultaneously  acquires  all of the
necessary  rights and other assets to perform  Ardent's  obligations  under this
Agreement.

                  (b) ALZA may assign this Agreement to any Affiliate.

             18.5.2 The  assignor  will  promptly  notify the other party of any
assignment  pursuant to Section  18.5.1,  including the identity of the assignee
and the manner of  assignment.  Notwithstanding  any  assignment  under Sections
18.5.1(a) or 18.5.1(b) above, such assignor will continue to be primarily liable
for such assignee's performance hereof and compliance herewith.

            18.5.3 Any assignment in violation of this Section 18.5 will be void
and of no effect.

            18.5.4  This  Agreement,  and the rights  and duties of the  parties
therein  contained,  will be binding upon, and will inure to the benefit of, the
parties and their  respective  legal  representatives,  successors and permitted
assigns.  18.6  Relationship  of the Parties.  The  relationship  of the parties
hereto is that of  independent  contractors.  Nothing in this  Agreement  or the
relationship of the parties will be construed to constitute, create, give effect
or otherwise imply a joint venture, agency, partnership or other formal business
organization  or any  employer/employee  relationship  of any kind  between  the
parties.  Each party will be solely  responsible  for all  employer  obligations
relating to its  employees,  including  their  hiring and  dismissal,  salaries,
wages,  benefits,  legal and regulatory  compliance,  discipline and all related
matters.

      18.7 Notices. All notices,  requests and other communications  required or
permitted to be given  hereunder or with respect hereto will be in writing,  and
may be given by (i) personal service, (ii) registered  first-class United States
mail,  postage prepaid,  return receipt  requested,  or (iii) overnight delivery
service,  charges prepaid,  and in each case addressed to the other party at the
address for such party as set forth below, and will be effective upon receipt in
the case of clauses (i) or (iii) above,  and five days after mailing in the case
of clause (ii) above.

                                       45

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

            If to ALZA:       ALZA Corporation
                              1900 Charleston Road
                              Mountain View, CA  94043
                              Attention:        Legal Department

            If to Ardent:           Ardent Pharmaceuticals, Inc.
                              631 United Drive, Suite 200
                              Durham, NC  27713
                              Attention:  Vice President, Commercial

                                          and Business Development

The address of either  party set forth above may be changed from time to time by
written  notice in the manner  prescribed  herein from the party  requesting the
change.

      18.8  Waivers.  The waiver by either party of a default or a breach of any
provision of this  Agreement by the other party will not operate or be construed
to  operate as a waiver of any  subsequent  default  or  breach.  The  continued
performance  by either  party with  knowledge  of the  existence of a default or
breach will not operate or be construed to operate as a waiver of any default or
breach.

      18.9 Entire  Agreement.  This Agreement  (including  the Exhibits  hereto)
constitutes  the entire  agreement  between the parties  relating to the subject
matter hereof, superseding all agreements dated prior to the date hereof and all
prior  negotiations  between  the  parties.  In the  event of any  inconsistency
between this  Agreement  and any  procedures  or other  ancillary  agreements or
documents  contemplated  by this  Agreement,  the terms of this  Agreement  will
govern.

      18.10  Amendment.  This  Agreement  may not be  amended,  supplemented  or
otherwise  modified  except by an instrument  in writing  signed by both parties
that specifically refers to this Agreement.

      18.11 Severability.  If any provision of this Agreement is held by a court
of competent  jurisdiction to be invalid or unenforceable,  it will be modified,
if possible,  to the minimum extent  necessary to make it valid and  enforceable
or, if such modification is not possible,  it will be stricken and the remaining
provisions will remain in full force and effect.

      18.12  Counterparts.  This  Agreement  may be  executed  in more  than one
counterpart,  each of which  will be deemed to be an  original  but all of which
taken together will be deemed a single instrument.  A facsimile  transmission of
the signed Agreement will be legal and binding on both parties.

      18.13 [***].

      18.14  Headings and  References.  All section  headings  contained in this
Agreement are for  convenience of reference only and will not affect the meaning
or interpretation of this Agreement.

      18.15 No Strict Construction. This Agreement has been prepared jointly and
will not be strictly construed against either party.

                                       46

<PAGE>

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion,  which has been omitted herein and replaced with a
series of three asterisks  [***],  has been filed separately with the Securities
and Exchange Commission.]

      IN WITNESS  WHEREOF,  the parties  hereto,  intending to be legally  bound
hereby,  have caused  this  Agreement  to be  executed by their duly  authorized
representatives as of the date first written above.

Ardent Pharmaceuticals, Inc.                    ALZA Corporation

By:                                             By:
    ---------------------------                     ----------------------------

Print:                                          Print:
       -------------------------                      -------------------------

Title:                                          Title:
      --------------------------                       -------------------------

Date:                                           Date:
      --------------------------                      --------------------------


                                       47