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Exhibit 10.37

                            Dated October 16th, 2002


                            ARDANA BIOSCIENCE LIMITED

                                       and

                      COLUMBIA LABORATORIES (BERMUDA), LTD.

                                       and

                           COLUMBIA LABORATORIES, INC.


                         -------------------------------

                          LICENSE AND SUPPLY AGREEMENT

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LICENSE AND SUPPLY AGREEMENT, dated as of October 16th, 2002, between ARDANA
BIOSCIENCE LIMITED, a company incorporated in England, with its registered
office c/o Dundas & Wilson CS, Bush House, Aldwych, London WC2B 4PA, England
("Ardana") and COLUMBIA LABORATORIES (BERMUDA), LTD., a Bermuda corporation,
having its office at Rosebank Center, 14 Bermudiana Road, Pembroke, HM08 Bermuda
("Columbia") and COLUMBIA LABORATORIES, INC., a US corporation incorporated in
Delaware having its principal place of business at 220 S. Orange Avenue,
Livingston, NJ 07039 ("Inc").

RECITALS:

A.   Columbia and its Affiliates (as hereafter defined) are engaged in, among
     other things, the research, development, manufacture, marketing,
     distribution and sale of drug products in Europe, the United States, and
     throughout the world.

B.   Ardana is engaged in, among other things, the research, development,
     marketing, distribution and sale of drug products in the Territory (as
     hereafter defined).

C.   Columbia is the owner of certain Patent Rights, Trademarks and Regulatory
     Applications (as hereafter defined) relating to the Product (as hereafter
     defined).

D.   It is intended that Columbia UK (as hereafter defined) shall file the
     European Regulatory Application (as hereinafter defined) relating to the
     Product and shall transfer the MAs (as hereafter defined) resulting from
     the same to Ardana upon receiving Regulatory Approval.

E.   Columbia is willing to grant to Ardana a license in the Territory and to
     supply Ardana with its requirements of Finished Product (as hereafter
     defined) for this purpose and Ardana desires to acquire such license and to
     buy such Finished Products upon and subject to the terms and conditions set
     forth hereunder.

F.   Inc has been made a party to this Agreement solely for the purposes of
     Clause 19.10

NOW THEREFORE, the Parties hereto agree as follows:

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1.   DEFINITIONS

1.1  As used in this Agreement, the following definitions (in addition to other
     definitions set forth in this Agreement) shall apply:

     1.1.1 "Affiliate" shall mean any entity controlling, controlled by or under
          the common control of Columbia or Ardana, as the case may be. For the
          purpose of this Agreement, "control" shall mean the direct or indirect
          ownership of more than (50%) percent of the outstanding shares or
          other voting rights of the subject entity or possession, directly or
          indirectly, of the power to direct or cause the direction of
          management and policies of such entity;

     1.1.2 "Agreement" shall mean this license and supply agreement (which
          expression shall be deemed to include the Recitals and Exhibits
          hereto);

     1.1.3 "Applicable Laws" means all applicable laws, rules, regulations,
          directives and guidelines (including any amendments, extensions or
          replacements thereto) (i) in the Territory that apply to the
          Commercialization of the Product in the Territory; and (ii) in or
          outside the Territory that apply to the performance of either Party's
          obligations or covenants under this Agreement;

     1.1.4 "Business Days" shall mean 9.30 am to 5.30 pm local time on a day
          other than a Saturday, Sunday, or public holiday in the UK (or any
          part thereof) or the USA;

     1.1.5 "cGMP" shall mean manufacture in accordance with:

          (a)  EC Directive 91/356/EEC as may be amended from time to time;

          (b)  the current guide to good manufacturing practice for medicinal
               products published by the European Commission; and

          (c)  the equivalent law or regulation in any country in the Territory;

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     1.1.6 "Certificate of Analysis" shall mean a document of that name as
          described in detail in the current guide to good manufacturing
          practice for medicinal products published by the European Commission;

     1.1.7 "CMC Data " means that part of a Regulatory Application or Regulatory
          Approval containing the data and other know how relating to the
          chemistry and manufacturing controls and other manufacturing processes
          for the Product, including relating to the Packaging and Labelling;

     1.1.8 "Columbia Patent Rights" means all Patent Rights owned by or licensed
          to Columbia containing claims reciting or covering Product as more
          particularly set out in Exhibit A;

     1.1.9 "Columbia UK" means a company registered in England and Wales under
          company number 02425939 with the name Columbia Laboratories (UK)
          Limited;

     1.1.10 "Commencement Date" means the date of execution of this Agreement;

     1.1.11 "Commercialization", "Commercializing", or "Commercialize" shall
          mean all activities in the Territory relating to the import, export,
          promotion, marketing, detail, distribution, storage, handling,
          offering for sale and sale of the Finished Product;

     1.1.12 "European Regulatory Application" means the Regulatory Application
          to be filed by Columbia UK with the Medicines Control Agency in the UK
          seeking Regulatory Approval for the Product in the UK and to be used
          by Columbia UK as the basis for mutual recognition Regulatory
          Applications in the Territory, as the same is modified or amended from
          time to time during the Regulatory Application process;

     1.1.13 "Expert's Decision" means the procedure set out in Exhibit E;

     1.1.14 "FDA" means the Governmental Authority in the USA with the name
          "Food and Drug Administration";

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     1.1.15 "Finished Product" means Product in final Packaged and Labelled form
          ready for ultimate commercial sale or use

     1.1.16 "First Commercial Sale" means the first invoiced commercial sale by
          Ardana, its Affiliates, agents or sublicensees in any country in the
          Territory after grant of Regulatory Approval and pricing approval (if
          required) for Finished Product in such country;

     1.1.17 "Force Majeure" means in relation to either Party, any event or
          circumstance which is beyond the reasonable control of that Party and
          without the fault or negligence of that Party so affected which
          results in or causes the failure of that Party to perform any or all
          of its obligations under this Agreement, including, without
          limitation, inevitable accidents, perils of navigation, floods, fire,
          storms, drought, or other weather-related conditions, earthquakes,
          asteroid or meteor activity, explosion, hostilities, sabotage, act of
          vandalism, war (whether declared or undeclared), civil disturbances,
          order or act of any government, whether de jure or de facto or any
          official purporting to act under authority of any such government,
          illegality arising from domestic or foreign laws or regulations,
          insurrections, quarantine or custom restrictions, damage in factories
          or warehouses, strikes, lockouts, other labor difficulty or other
          disturbance at the Parties or the suppliers of Product, raw materials
          and/or excipients, energy or other supplies, breakdown of machinery or
          instruments or acts of God or other similar events beyond the
          reasonable control of the Party so affected resulting in hindrance of
          the performance by either Party of its obligations hereunder;

     1.1.18 "Good Clinical Practice" or "GCP" shall mean clinical practice as
          set out in:

          (a)  ICH Harmonised Tripartite Guideline for Good Clinical Practice
               (CPMP/ICH/135/95) and any amendment thereof; and

          (b)  any guidelines concerning good clinical practice published from
               time to time by the European Commission pursuant to Directive
               2001/20/EC or any amendment thereof; and

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          (c)  US Code of Federal Regulations Title 21, Parts 50 (Protection of
               Human Subjects) and 56 (Institutional Review Boards), as may be
               amended from time to time; and

          (d)  the Declaration of Helsinki as last amended at the 52nd World
               Medical Association October 2000 and any further amendments
               thereto; and

          (e)  National Institute of Health Standards for the protection of
               human subjects as may be amended from time to time; and

               the equivalent law or regulation in any relevant territory.

     1.1.19 "Good Industry Practice" shall mean in relation to any undertaking
          and any circumstance, the exercise of that degree of skill, diligence,
          prudence and foresight which would reasonably and ordinarily be
          expected from a skilled and experienced person engaged in the same
          type of undertaking under the same or similar circumstances;

     1.1.20 "Governmental Authority" shall mean all governmental and regulatory
          bodies, agencies, departments or entities that regulate, direct or
          control commercial and other related activities in the Territory,
          including any relevant government health authority (or successor
          agency thereof) in any country or countries in the Territory whose
          approval is necessary to market the Finished Product in such country
          or countries in the Territory;

     1.1.21 "Indication" shall mean all indications in men, including
          hypogonadism;

     1.1.22 "Insolvency Event" shall mean, in relation to either Party, any one
          of the following:

          (a)  a notice shall have been issued to convene a meeting for the
               purpose of passing a resolution to wind up that Party or such
               resolution shall have been passed other than a resolution for the
               solvent reconstruction or reorganisation of that Party or for the
               purpose of inclusion of any part of the share capital of that
               Party in the Official List of the London Stock Exchange or in the
               list of the American Stock Exchange or

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               quotation of the same on the National Association of Securities
               Dealers Automated Quotation System or any other international
               stock exchange or an application by that Party for registration
               as a public company in accordance with the requirements of the
               Companies Act 1985; or

          (b)  a resolution shall have been passed by that Party's directors to
               seek a winding up or an administration order or a petition for a
               winding up or administration order shall have been presented
               against that Party which, in the case of a petition presented
               against a Party, shall not have been appealed within 7 days of
               having been lodged or such an order shall have been made and
               shall have been dismissed within thirty (30) days thereafter; or

          (c)  a receiver, administrative receiver, receiver and manager,
               interim receiver, custodian, sequestrator or similar officer is
               appointed in respect of that Party or over a substantial part of
               its assets or any third party takes steps to appoint such an
               officer in respect of that Party or an encumbrancer takes steps
               to enforce and enforces its security which shall not have been
               dismissed by a court of competent jurisdiction within thirty (30)
               days thereafter; or

          (d)  a proposal for a voluntary arrangement shall have been made in
               relation to that Party under Part I Insolvency Act 1986; or

          (e)  a step or event shall have been taken or arisen outside the
               United Kingdom which is similar or analogous to any of the steps
               or events listed at (a) to (d) above in the case of Columbia
               under the laws of Bermuda and in the case of Columbia
               Laboratories Inc under the laws of USA but for avoidance of doubt
               including in the case of Columbia Laboratories, Inc. filing of a
               petition under the US Bankruptcy Code including a filing under
               Chapter 11 proceedings, which, in the case of a filing made
               against a Party, shall not have been appealed within 7 days of
               having been lodged or such an order shall have been made and
               dismissed within thirty (30) days thereafter; or

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          (f)  that Party takes any step (including starting negotiations) with
               a view to readjustment, rescheduling or deferral of any part of
               that Party's indebtedness, or proposes or makes any general
               assignment, composition or arrangements with or for the benefit
               of all or some of that Party's creditors or makes or suspends or
               threatens to suspend making payments to all or some of that
               Party's creditors or the Party submits to any type of voluntary
               arrangement; or

          (g)  where that Party is resident in the United Kingdom it is deemed
               to be unable to pay its debts within the meaning of Section 123
               Insolvency Act 1986;

     1.1.23 "Label", "Labelled" or "Labelling" shall mean all labels and other
          written, printed or graphic matter upon (i) the Product or any
          container or wrapper utilized with the Product, or (ii) any written
          material accompanying the Product, including, without limitation,
          package inserts and patient information leaflet;

     1.1.24 "Major Markets" shall mean [***];

     1.1.25 "Marketing Authorisation" or "MA" means any Regulatory Approval for
          Finished Product granted by the Governmental Authority of any country
          of the Territory as the same may be varied from time to time during
          the Term of this Agreement;

     1.1.26 "Minimum Purchase Requirements" means the minimum purchase
          requirements set out in Exhibit D as the same may be amended from time
          to time during the term of this Agreement under the provisions of
          Clause 7.5;

     1.1.27 "NDA Filing" means the Regulatory Application for Product which is a
          new drug application submitted by Columbia Laboratories, Inc. with the
          FDA on August 19 2002;

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     1.1.28 "Net Sales" with respect to Finished Product shall mean the gross
          amount received by a Party, its Affiliates or sub-licensees for sale
          of Finished Product to unrelated third parties less:

          (a)  quantity, trade and/or cash discounts actually granted;

          (b)  amounts repaid or credited and allowances including cash, credit
               or free goods allowances, given by reason of chargebacks,
               retroactive price reductions or billing errors and rebates
               (including government-mandated rebates), actually allowed or
               paid;

          (c)  amounts refunded or credited for Finished Product which was
               rejected, spoiled, damaged, outdated or returned;

          (d)  freight, shipment and insurance costs incurred transporting
               Finished Product to a third party purchaser;

          (e)  taxes, tariffs, customs duties and surcharges and other
               governmental charges incurred in connection with the sale,
               exportation or importation of Finished Product.

          Subject to the foregoing provisions if there are any other issues
          surrounding the calculation of Net Sales these shall to the extent
          possible be determined in accordance with UK GAAP or its successor.

          The transfer of Finished Product by a Party or one of its Affiliates
          to another Affiliate or sub-licensee shall not be considered a sale.
          In such cases Net Sales shall be determined based on the invoiced sale
          price by the Affiliate or sub-licensee to the first third party trade
          purchasers, less the deduction allowed under this Clause.

          Upon the sale or other disposal of Finished Product other than in a
          bona fide arms length transaction exclusively for money or upon any
          use of Finished Product for the purposes which do not result in a
          disposal of that Finished Product in consideration of sales revenue
          customary in the country of sale (including, without limitation, the
          sale of the Finished Product as a "loss

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          leader" or in conjunction with the sale of another product in the
          transaction commonly known as "bundling"), such sale, other disposal
          or use shall be deemed to constitute a sale at the relevant open
          market price in that country in which the sale, other disposal or use
          occurs, or, if that price is not ascertainable, a reasonable price
          assessed on an arm's length basis or the goods or services provided in
          exchange of the supply. Disposal of Finished Product for, or use of
          Finished Product, in clinical or pre-clinical trials or as free
          samples to be in quantities common in the industry for this sort of
          Product shall not give rise to any deemed sale under this Clause;

     1.1.29 "Option Countries" shall mean the countries listed in Exhibit C;

     1.1.30 "Parties" shall mean Columbia and Ardana and "Party" shall mean
          either Columbia or Ardana;

     1.1.31 "Package", "Packaged" and "Packaging" shall mean all primary and
          secondary packaging components, including, without limitation,
          cartons, partitions, shippers, or any other like matter used in
          packaging the Product;

     1.1.32 "Patent Rights" shall mean patent applications and patents, author
          certificates, inventor certificates, utility certificates, improvement
          patents and models and certificates of addition and all foreign
          counterparts of them, including any divisional applications and
          patents, refilings, renewals, continuations, continuations-in-part,
          patents of addition, extensions, (including patent term extensions,)
          reissues, substitutions, confirmations, registrations, revalidations,
          pipeline and administrative protections and additions, and any
          equivalents of the foregoing in any and all countries of the Territory
          or to any of them, as well as any supplementary protection
          certificates and equivalent protection rights in respect of any of
          them;

     1.1.33 "Product" shall mean the testosterone buccal bioadhesive product for
          men that contains 30 mg testosterone as described in the NDA filing
          and once the European Regulatory Application is first filed as
          described in the same (and then no longer described in the NDA filing)
          and once the UK MA is issued as described in such MA as the same may
          be varied from time to time;

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     1.1.34 "QA Tests" shall mean the quality assurance tests and testing
          regimes for Finished Product as set out in the MA;

     1.1.35 "Qualified Person" means a person qualified in accordance with
          Article 49 or 50 of EU Directive 2001/83, who is responsible under
          Applicable Law in all or any part of the Territory for ensuring
          compliance with such Applicable Law and for carrying out certain
          specified actions required by such Applicable Law;

     1.1.36 "Quarter" shall mean each period of three months ending on 31 March,
          30 June, 30 September or 31 December and "Quarterly" shall be
          construed accordingly;

     1.1.37 "Regulatory Application" shall mean a regulatory application or
          other application (including any supplements or amendments thereto)
          required to be filed or filed with a Governmental Authority in a
          country in connection with the marketing and sale of the Finished
          Product in such country;

     1.1.38 "Regulatory Approval" shall mean any and all consents or other
          authorisations or approvals required from a Governmental Authority to
          market and sell Finished Product in any country, but excluding any
          form of pricing or reimbursement approval;

     1.1.39 "SmPC" shall mean the summary of product characteristics containing
          the information set out in Article 11 of EU Directive 2001/83;

     1.1.40 "Specifications" shall mean the specifications for Finished Product
          set forth in each MA in the Territory;

     1.1.41 "Technical Agreement" shall mean the agreement to be made between
          the Parties as specified in Clause 11.4;

     1.1.42 "Territory" shall mean those European countries listed in Exhibit B;

     1.1.43 "Trade Dress" means those aspects of the Packaging of the Finished
          Product involving the design, get up and trade dress thereof which are
          not required or dictated by the MA including the style of printing;

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     1.1.44 "Trademark(s)" shall mean one or more trademarks or trade names that
          are owned or licensed by or on behalf of Columbia or its Affiliates
          that the Parties identify pursuant to Clause 4.1 for use in connection
          with the sale or promotion of the Finished Product by Ardana in the
          Territory provided that such trademark or trade name is approved by
          any relevant Governmental Authority in the Territory in relation to
          the European Regulatory Application and any subsequent MA. As at the
          Commencement Date, the trademark "STRIANT(TM)" shall be deemed to be
          the nominated trademark of Columbia hereunder as the First Trademark
          (as defined in Clause 4.1) but it remains subject to the approval of
          the Governmental Authorities in the Territory.

1.2  Further Definitions.

In addition to the definitions set forth under Clause 1.1 above, the following
definitions have the meanings in the Clauses corresponding thereto, as set forth
below:

     Definition                                     Clause
     ----------                                     ------

     MiPharm Agreement                              2.3

     First Trademark                                4.1

     New Trademark                                  4.1

     Trademark Usage Manual                         4.5

     FCPA                                           6.14

     Purchase Price                                 7.1

     Assessing Party                                7.2

     Assessed Party                                 7.2

     Committee                                      8.1

     Members                                        8.1

     Chairman                                       8.1

     Initiating Party                               9.1

     Additional Studies                             9.5

     Forecasts                                      10.1

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     Purchase Order                                 10.2

     Visual Inspection                              10.6

     Recall Costs                                   11.3

     Indemnified Party                              13.3

     Indemnified Party                              13.4

     Term                                           15

     Assessing Party                                16.5.6

     Assessed Party                                 16.5.6

     Assignee                                       19.4

     Remaining Party                                19.4

     Expert                                         Exhibit E

2.   license/appointment

2.1  Subject to the provisions of Clause 2.2 and 2.3 Columbia hereby grants to
     Ardana for the Term an exclusive license for and in the Territory to and
     under Columbia Patent Rights and the Trademarks to develop, manufacture,
     have manufactured, use, import, have imported, market, distribute and sell
     or have marketed, distributed and sold the Product and Finished Product.
     Ardana shall only have the right to sub-license any such rights on the
     basis that Ardana shall notify Columbia of the identity of any proposed
     third party licensee and Columbia shall have [***] to approve such licensee
     (which approval shall not be unreasonably withheld) and provided that the
     terms of appointment of such licensee shall prevent the further appointment
     of sub-licensees without first obtaining Ardana's and Columbia's prior
     written approval (which approval may be withheld by Columbia in its sole
     discretion).

2.2  Ardana undertakes and agrees that unless and until it exercises its right
     to manufacture or have manufactured Product and/or Finished Product under
     the provisions of Clause 16.5 of this Agreement it shall not utilise the
     license granted to it under Clause 2.1 to manufacture or have manufactured
     Product and/or Finished Product but instead shall obtain all of its
     requirements for the same from Columbia on the terms of Clauses 5, 7 and 10
     of this Agreement.

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2.3  Ardana acknowledges that Columbia has granted to MiPharm S.p.A. a
     non-exclusive license under the Columbia Patent Rights for the sole purpose
     of manufacturing the Product in accordance with an agreement made between
     Columbia and MiPharm dated 7 May 2002 ("MiPharm Agreement"). Columbia
     agrees during the term of this Agreement not to extend the scope of the
     grant of license rights under the Columbia Patent Rights granted in the
     Territory to MiPharm beyond the manufacturing rights set out in the MiPharm
     Agreement but for the avoidance of doubt it is declared that as this
     Agreement does not include Italy in the Territory, Columbia shall be free
     to grant MiPharm marketing and distribution rights under the Columbia
     Patent Rights for Italy (and after taking into consideration Clause 3 for
     anywhere else outside the Territory if Columbia so chooses).

2.4  Columbia shall forthwith following the Commencement Date supply to Ardana a
     copy of the CMC Data forming part of the NDA Filing. As and when any
     variation to such CMC Data is made Columbia shall supply a copy thereof to
     Ardana.

2.5  As soon as Columbia UK has made the first European Regulatory Application
     Columbia shall supply to Ardana a copy of the European Regulatory
     Application. As and when any variation to the European Regulatory
     Application is made Columbia shall supply a copy thereof to Ardana.

2.6  Columbia hereby assigns to Ardana any and all copyright, database rights or
     other rights in data, know how and other intellectual property (but for the
     avoidance of doubt excluding the Columbia Patent Rights and the Trademarks)
     which subsist in or relate to the European Regulatory Application in any
     country of the Territory.

2.7  It is acknowledged and agreed that under the provision of Clause 5.1.1
     Columbia will procure that Columbia UK progresses the European Regulatory
     Application using all commercially reasonable efforts to obtain an MA in
     each country of the Territory. Forthwith following the grant of each MA in
     the Territory, Columbia shall procure that Columbia UK provides Ardana with
     a copy thereof and transfers to Ardana such MA. Forthwith following the
     Commencement Date, Columbia shall procure that Columbia UK signs transfer
     forms to be used for such purposes in such circumstances to the extent that
     such transfer forms are used and are available from the relevant
     Governmental Authorities. Until the MA is granted in each country of the
     Territory,

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     although Columbia UK shall be named in each European Regulatory
     Application, it shall hold the same on trust for Ardana.

2.8  Once Ardana is the MA holder in any country of the Territory:

     2.8.1 Ardana hereby grants to Columbia irrevocable permission to cross
          refer to any MA when Columbia UK is continuing with the mutual
          recognition procedure in relation to the Territory and, when Columbia
          is making Regulatory Application for Product in any country outside
          the Territory and upon Columbia's request, Ardana will, within 30 days
          of such request, supply Columbia with a copy of the MA;

     2.8.2 Ardana shall sign a transfer form to be used in the circumstances of
          Clause 16.3.3. and only in such circumstances to the extent that such
          transfer forms are used and are available from the relevant
          Governmental Authorities; and

     2.8.3 on or before the approval of the MA in the last of the Major Markets,
          and from time to time thereafter, Columbia may identify a country in
          the European Union (subject to the approval of Ardana which shall not
          be unreasonably withheld) and Ardana shall forthwith supply to
          Columbia a copy of the MA for such country. As and when any variation
          to such MA is made Ardana shall supply a copy thereof to Columbia.

2.9  Columbia undertakes and agrees that during the Term it will not, and will
     procure that its Affiliates do not, appoint any other licensee,
     distributor, reseller or other person to market, distribute and sell the
     Product or Finished Product in the Territory nor will it, and it will
     procure that its Affiliates do not, directly supply for their own account
     the Product or Finished Product to distributors, resellers or users located
     within the Territory.

2.10 Columbia shall, and Columbia shall procure that its Affiliates shall,
     during the Term promptly refer to Ardana (or as Ardana shall direct) all
     enquiries they receive for Finished Product for sale or ultimate delivery
     within the Territory.

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2.11 Ardana shall exercise its rights conferred under this Clause 2 as principal
     and it shall not sell or otherwise dispose of Finished Product on behalf
     of, or in the name of Columbia or any of its Affiliates.

2.12 Ardana shall not claim any agency or other relationship which indicates any
     authority to bind Columbia or its Affiliates contractually or incur
     liabilities on behalf of Columbia or its Affiliates.

2.13 Columbia shall at its own cost and expense be solely responsible for the
     filing, prosecution and maintenance of the Columbia Patent Rights and the
     Trademarks in the Territory, and shall use its reasonable efforts to
     prosecute all patent applications forming part of Columbia Patent Rights
     and all trademark applications forming part of Trademarks in all countries
     of the Territory (including the conduct of any claims or proceedings
     relating to them including any opposition reissue or re-examination or
     proceedings). Columbia will take account of Ardana's interest hereunder
     when making any submission to a patent or trademark office in relation to
     the Columbia Patent Rights or Trademarks in the Territory.

     2.13.1 In the event that Columbia declines to pay the official fee to
          maintain any issued Columbia Patent Rights or Trademark in the
          Territory, Columbia shall provide Ardana with written notice thereof
          prior to the expiration of any deadline relating to such activities,
          but in any event at least twenty (20) Business Days prior notice. In
          such circumstances Ardana shall have the right to decide, with reason
          and with written notice thereof at least five (5) Business Days prior
          to the deadline, to require Columbia to pay such fee to maintain such
          Columbia Patent Rights or Trademark in Columbia's own name and expense
          and Columbia shall do so.

     2.13.2 In the event that Columbia declines to file or, having filed,
          declines to further prosecute and maintain any Columbia Patent Rights
          or Trademarks in the Territory, Columbia shall provide Ardana with
          written notice thereof prior to the expiration of any deadline
          relating to such activities, but in any event at least thirty-five
          (35) Business Days prior notice. In such circumstances Ardana shall
          have the right to decide, with reason and with written notice at least
          thirty (30) Business Days prior to the deadline, that

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          Columbia should continue to file or prosecute such Columbia Patent
          Rights or Trademarks. Columbia shall then have the option, with at
          least twenty (20) Business Days notice to Ardana, to:

          2.13.2.1 continue to file or prosecute such Columbia Patent Rights or
               Trademarks in Columbia's own name and expense; or

          2.13.2.2 allow Ardana to file or prosecute such Columbia Patent Rights
               or Trademarks in Columbia's name and at Columbia's expense using
               counsel of Ardana's own choice, in which instance Ardana shall
               invoice Columbia for such expenses within 30 days of the end of
               each Quarter, such invoice to be payable within 30 days.

2.14 Ardana shall promptly notify Columbia in writing if it becomes aware of any
     infringement or unauthorized use by a third party of the Columbia Patent
     Rights or Trademarks in the Territory.

2.15 In the event of an infringement of the Columbia Patent Rights or Trademarks
     by a third party in the Territory, Columbia shall have first right to bring
     any action or proceedings, and shall have sole control of the conduct of
     any such proceedings, including, the right to settle them, provided such
     settlement does not adversely affect Ardana's rights and interests within
     the Territory in accordance with the following:

     2.15.1 as an exclusive licensee in the Territory, Ardana at its election
          shall have the right to be joined as a co-plaintiff and to be
          separately represented by counsel of its own choice and at its own
          cost and expense. In such a situation, if Columbia and Ardana succeed
          in any such proceedings in relation to an infringement in the
          Territory, whether at trial or by way of settlement, in obtaining a
          financial payment to Columbia and/or Ardana:

          2.15.1.1 Columbia shall first deduct for itself all of its costs and
               expenses incurred in relation to such proceedings; and

          2.15.1.2 Ardana shall then be entitled for itself all of its costs and
               expenses incurred in relation to such proceedings; and

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          2.15.1.3 either if in such proceedings a court has allocated damages
               to Columbia and Ardana respectively each shall be entitled to
               retain such damages within the Territory subject to the
               provisions of sub-clauses 2.15.1.1 and 2.15.1.2 or, if in such
               proceedings a court has not so allocated damages within the
               Territory the Parties shall share such damages [***], subject to
               the provisions of sub-clauses 2.15.1.1 and 2.15.1.2;

     2.15.2 if Ardana elects not to be joined as a co-plaintiff and not to be
          separately represented, Ardana shall, at Columbia's reasonable request
          and expense, provide Columbia with reasonable assistance in relation
          to such action or proceedings in the Territory. If Columbia succeeds
          in any such proceedings in relation to an infringement in the
          Territory, whether at trial or by way of settlement, in obtaining a
          financial payment to Columbia, Columbia shall first deduct for itself
          all of its costs and expenses incurred in relation to such proceedings
          in the Territory, and, in the event of any balance remaining in
          relation to the Territory, [***] shall be allocated to Columbia and
          [***] to Ardana;

     2.15.3 If Columbia fails to institute an action or proceeding in relation
          to an infringement in the Territory for more than [***] from becoming
          aware of the infringement pursuant to this Clause 2.15 and if Ardana
          wishes to do so, Ardana shall so notify Columbia and Ardana shall have
          the right to do so and Columbia shall do all such acts and things at
          Ardana's cost and expense as Ardana shall reasonably request to assist
          Ardana in such proceedings, including, lending its name to such
          proceedings. Ardana shall have sole control of the conduct of any such
          proceedings, including the right to settle them, provided such
          settlement does not adversely affect Columbia's rights and interests
          outside of the Territory, and shall be entitled to retain any
          financial payment awarded in such proceedings or agreed in any such
          settlement for its own account. Columbia shall do all such acts and
          things and sign all such documents as may be necessary to give Ardana
          the full benefit of this Clause 2.15.4.

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2.16 If during the Term, either Party receives any notice, claim or proceedings
     from any third party alleging infringement of that third party's Patent
     Rights or trademarks by reason of any Party's activities in relation to
     this Agreement, then the Party receiving that notice shall:

     2.16.1 forthwith notify the other Party of the notice, claim or proceeding;

     2.16.2 neither Party shall make any admission of liability;

     2.16.3 the Parties shall consult with each other, taking advice from their
          patent or trademark attorneys as to whether they consider the third
          party intellectual property infringed and if so whether the claim of
          infringement is valid;

     2.16.4 in the event that the Parties consider that there is infringement of
          such third party's intellectual property rights in relation to the
          Territory, the Parties shall discuss in good faith whether to design
          around or to challenge the same. If the Parties agree that it is not
          possible or commercially reasonable to design around such third party
          intellectual property, or cannot so agree, and, nevertheless, agree to
          defend the incoming infringement claim from the third party, the
          Parties shall do so using a single counsel to be jointly appointed by
          them at their joint cost and expense. Alternatively, the Parties may
          agree to seek a license from such third party in which case Columbia
          shall be responsible for doing so. If the Parties can obtain a license
          upon terms acceptable to each Party in its sole discretion, at that
          time the Parties shall agree on any fees and royalties that are
          necessary to obtain and maintain such a license which shall be shared
          between the Parties in proportions which are agreed between them in
          good faith which proportions are fair and equitable between them
          reflecting the respective value of the license to them.

3.   EXTENSION OF THE TERRITORY

3.1  [***]

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4.   TRADEMARKS

4.1  The Parties agree that, subject to consultation through the Committee, it
     shall be Columbia's responsibility and expense to provide a single
     Trademark (the "First Trademark") for Finished Product satisfactory to the
     Governmental Authorities in the Territory which can be used for launch of
     such Finished Product in the Territory. For the avoidance of doubt it is
     declared and agreed that subject to the views of such Governmental
     Authorities, this may or may not be the Trademark STRIANT. If at any time
     thereafter Columbia or Ardana desires Ardana to sell the Product in the
     Territory under a trademark other than the First Trademark, Columbia or
     Ardana, as the case may be, shall send written notice to the other
     requesting a Committee meeting to consider the selection of a different
     Trademark. In the event a different Trademark is proposed by a Party: (i)
     the different Trademark (the "New Trademark") must be acceptable to
     Columbia (acting reasonably) having regard to Columbia's desire to have a
     global Trademark, (ii) the New Trademark must be acceptable to the
     Government Authority in each jurisdiction where a use of the New Trademark
     would require making the change to the applicable Regulatory Application or
     Regulatory Approval, (iii) all costs (including reasonable attorneys' fees)
     for filing and prosecuting applications to register, and maintaining
     registration of such New Trademark in the Territory will be paid by (A)
     Ardana, if Ardana requested the New Trademark, or (B) Columbia, if Columbia
     requested the New Trademark, and (iv) any New Trademarks shall be
     registered in the name of, be owned by and be the sole

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     property of Columbia and subject to the terms and conditions set forth in
     this Clause 4.

4.2  In relation to any Trademark other than the First Trademark, if any
     Governmental Authority in any country of the Territory insists on the use
     of a trademark other than such Trademark in such country, Columbia or
     Ardana, as the case may be, shall send written notice to the other
     requesting a Committee meeting to consider the issue. At such Committee
     meeting the Parties shall agree either (i) that the country in question is
     sufficiently significant that the Trademark should be changed in all
     countries of the Territory (in which case the terms set out in Clause
     4.1(i) (ii) and (iv) shall apply) or (ii) that the preferable course is to
     adopt a different trademark only in such country (in which case the term
     set out in Clause 4.1(iv) shall apply). In either case all costs (including
     reasonable attorneys' fees) for filing and prosecution any new trademark
     applications will be shared equally by the Parties.

4.3  Ardana agrees to Commercialize Finished Product solely under the Trademark.
     Ardana shall ensure that each reference to and use of the Trademark by
     Ardana in any marketing material related to the Finished Product is
     acceptable to Columbia as specified in Clause 4.6 and is accompanied by an
     acknowledgement that the Trademark is a trademark or registered trademark
     owned by Columbia and used by Ardana under license.

4.4  The initial Trade Dress for the Finished Product shall be as set out in the
     European Regulatory Application. Once Ardana is the MA holder it may
     request Columbia to modify or alter the Trade Dress for the Finished
     Product. In such a case Columbia shall implement such modifications or
     alterations on the following terms:

     4.4.1 Ardana shall supply Columbia with full details of such new Trade
          Dress and if the cost and expense of printing Packaging with such new
          Trade Dress is greater than the cost and expense of the [***] used by
          or on behalf of Columbia for the Trade Dress set out in the European
          Regulatory Application, Columbia shall, within 60 days of receipt of
          details of such new Trade Dress, advise Ardana in writing of such
          additional cost and expense relating to preparing and printing such
          new Trade Dress specified as a price

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          in Euros per 60 tablet package (or other package volumes as agreed
          between the Parties);

     4.4.2 if Ardana decides to proceed, Ardana shall be responsible for
          commissioning and acquiring all related artwork, plates and other
          materials necessary to print the Packaging in the new Trade Dress; and

     4.4.3 if Ardana decides to proceed, the additional price of Product
          identified by Columbia under Clause 4.4.1 shall be added to the
          purchase price under Clause 7.1.

4.5  Columbia shall provide Ardana with a copy of Columbia's Trademark Usage
     Manual relating to the manner of use of the Trademark, and may update the
     Trademark Usage Manual from time to time as Columbia finds appropriate and
     necessary. Ardana shall comply with the Trademark Usage Manual.

4.6  A copy of the marketing material (which the Parties agree may be in draft
     layout) using or otherwise containing the Trademarks in the form to be
     distributed, referenced or otherwise used by Ardana in connection with its
     Commercialization of the Product shall be provided to Columbia not less
     than thirty (30) days before Ardana intends to release, distribute,
     reference or use such material and Columbia shall have fifteen (15)
     Business Days from receipt of the same to provide Ardana with any comments
     or suggested amendments in relation to the use of the Trademark. Ardana
     shall take such reasonable comments or suggested amendments into account
     subject always to Ardana's responsibilities as the holder or intended
     holder of the MA relating to Product. If Columbia does not provide any
     comments or suggested amendments within such fifteen (15) Business Day
     period Columbia shall be deemed to have approved the use of the Trademarks
     in such marketing material. The restrictions of this Clause 4.6 shall not
     apply in relation to marketing or promotional material relating to Ardana
     (as opposed to the Commercialization of Product) and Ardana shall be free
     to use the Trademarks in Ardana's own promotional material and
     presentations (for example, company presentations during fund raising
     activities), provided, always, that it does so in accordance with the
     Trademark Usage Manual.

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4.7  The final decision on Packaging, design and Labelling shall be Ardana's;
     provided, however, that (i) with respect to all Finished Product
     manufactured by Columbia's contract manufacturer Mipharm S.p.A., as far as
     practicable, subject to Applicable Laws and the MAs, on the Packaging there
     will be printed "Manufactured by Mipharm S.p.A., Milan, Italy" and (ii) the
     Packaging and Labelling will be marked with all relevant patent numbers in
     each country of the Territory, as may be required by local patent law or
     practice or otherwise permitted under Applicable Law and the MAs.

4.8  Columbia shall as directed by Ardana (acting in accordance with the
     requirement of the relevant MA), ensure that the external Packaging of the
     Finished Product includes Ardana's name and logo, which name and logo as
     holder of the MA in the Territory shall be in as large a typeface and in as
     prominent a position as is required and/or is permissible under the
     Applicable Law of each country of the Territory. Save to the extent Ardana
     may be required to do so by a Governmental Authority or pursuant to the
     requirements of the MA, Ardana shall not alter the Packaging or Labelling
     of the Product nor shall Ardana conceal or otherwise obscure, remove or
     otherwise interfere with the Trademarks or other markings, which Columbia,
     in its sole discretion, may include on the Packaging or Labelling of the
     Product.

4.9  Ardana shall provide Columbia with information and examples as to Ardana's
     use of the Trademarks, as Columbia may request, to permit Columbia's proper
     maintenance and registrations of the Trademarks.

4.10 Ardana expressly acknowledges that Columbia owns the Trademarks, and the
     considerable goodwill associated therewith. Ardana shall not attack,
     dispute, or contest the validity of Columbia's ownership of the Trademarks
     or any registrations issued or issuing with respect thereto, both during
     the Term and/or thereafter. Ardana further agrees that any use of the
     Trademarks by Ardana shall be for the benefit of Columbia and any goodwill
     accrued in connection with the use and display of the Trademarks shall
     accrue solely to the benefit of Columbia and not Ardana. In the event
     Ardana acquires any rights relating to the Trademark for any reason, Ardana
     agrees to assign to Columbia, at no cost to Columbia, all such rights,
     together with any related goodwill. Ardana shall not do or perform any act
     that may endanger,

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     destroy, or similarly affect the value of the goodwill pertaining to the
     Trademarks nor do any act that might support a petition to cancel or
     otherwise invalidate any registration relating to the Trademarks or cause
     the applicable registrar to require a disclaimer of exclusive rights in
     such Trademarks nor assist any other person or other entity, directly or
     indirectly, in so doing. Ardana will, at any time, upon the request of
     Columbia, execute any documents reasonably required by Columbia to confirm
     Columbia's ownership of all such rights in the Trademarks.

4.11 Ardana shall not sell or otherwise distribute any Finished Product under
     any other trademark, logo or other indicia other than as contemplated under
     the terms and conditions of this Agreement.

4.12 Ardana shall not use any trademarks or trade names (other than the
     Trademarks) so resembling the Trademarks so as to be likely to cause
     confusion, dilution, or deception. Ardana shall not register the Trademarks
     in its own name nor attempt to register any trademarks, marks, or trade
     names confusingly similar to the Trademarks.

5.   COLUMBIA OBLIGATIONS

5.1  Upon and subject to the terms and conditions of this Agreement, Columbia
     hereby agrees at its own cost and expense:

     5.1.1 to procure that Columbia UK uses commercially reasonable efforts to
          obtain an MA in each Major Market of the Territory by filing and
          progressing the European Regulatory Application. In the event that any
          Governmental Authority in a Major Market requests that any further
          clinical trials, studies or investigations be conducted in the
          Territory before such Governmental Authority grant an MA, Columbia
          shall promptly conduct or have conducted such trials, studies or
          investigations at Columbia's cost and expense.

     5.1.2 to provide Ardana with reasonable advance notice of all material
          meetings or calls with Governmental Authorities in the Territory
          relating to the European Regulatory Applications and permit a maximum
          of 2 Ardana personnel to attend such meetings or calls as an observer
          at Ardana's sole cost and expense;

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     5.1.3 to manufacture or have manufactured and to supply to Ardana such
          amounts of the Finished Product for Ardana's Commercialization of the
          Product in the Territory, as Ardana may order from time to time on
          terms and otherwise in accordance with Clause 10 below and to
          manufacture or have manufactured and supply the Finished Product in
          the manner specified in the relevant MA of each country of the
          Territory and in accordance with cGMP, the Specifications and the
          Technical Agreement;

     5.1.4 to use commercially reasonable efforts to obtain a manufacturing
          authorisation for the purposes of manufacturing Finished Product in
          relation to each and every site at which manufacture (or any part
          thereof) of Finished Product shall occur, to provide Ardana with a
          copy of such manufacturing authorisation(s) and to provide Ardana with
          advance written notice of any proposed change to such manufacturing
          authorisation(s) in order that Ardana may make any relevant variations
          to the Regulatory Approval(s);

     5.1.5 to ensure that Product is handled and stored by it in accordance with
          all Applicable Laws and to ensure that it creates and retains
          manufacturing, analytical and distribution records, testing and
          releasing materials, undertakes production and quality controls,
          including in-process controls and all necessary stability studies, and
          analysis relating to the Product all in accordance with the
          Specification and cGMP;

     5.1.6 to have in place a Qualified Person, which Qualified Person shall be
          responsible for batch release of Product in the Territory and to
          supply Finished Product which has been released in the Territory for
          sale in the Territory by a Qualified Person in accordance with
          Applicable Laws;

     5.1.7 to put in place and maintain a technical agreement with each of its
          contract manufacturers from time to time (including in particular
          Mipharm) as required by any Governmental Authority which technical
          agreement shall be identical to the extent required by any
          Governmental Authority in the Territory (save as to the parties) to
          the Technical Agreement to be agreed pursuant to Clause 11.4;

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     5.1.8 to procure that Ardana, or its duly appointed agent, shall have the
          right to inspect the premises of Columbia or Columbia's contract
          manufacturer(s) where the Finished Product is manufactured, Packaged
          or Labelled, which inspections may take place no more often than once
          per year upon advance notice at any reasonable time;

     5.1.9 to ensure that no changes in chemistry and manufacturing controls
          specified in the CMC Data in the MA for the Finished Product in the
          Territory are made without Ardana's having obtained the prior approval
          of each applicable Governmental Authority for such changes if such
          approval is required;

     5.1.10 to keep Ardana informed in a timely manner of any information
          brought to Columbia's attention which in Columbia's reasonable
          judgment could lead to a variation of the MA, SmPC, Packaging or
          Labelling (subject to any overriding provisions of the
          pharmacovigilance procedures agreed pursuant to Clause 11.3);

     5.1.11 to provide Ardana with reasonable assistance in relation to any
          questions or issues raised by any Governmental Authority relating to
          Finished Product or the Regulatory Approvals, including, but not
          limited to, the provision of any relevant background data relating to
          Product in Columbia's possession or control;

     5.1.12 to supply the Finished Product in Packaging as required by Ardana
          which incorporates all information (including the patient information
          leaflet) that may be required by the relevant MA, any Governmental
          Authority or any Applicable Law from time to time;

     5.1.13 to notify Ardana promptly of any proposed inspections by any
          Governmental Authority (either in the Territory or outside of the
          Territory) of the facilities at which Finished Product is manufactured
          and procure that Ardana has a right to attend on such occasions if the
          inspection is by a Governmental Authority in the Territory and in any
          event Columbia shall inform Ardana of the outcome;

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     5.1.14 to establish and maintain a scientific service for scientific
          information relating to the Product and to liaise with Ardana in
          relation to any enquiries made to such service;

     5.1.15 to retain and archive all documentation relating to the Product
          including, in particular, documentation relating to regulatory matters
          and to clinical trials of Product; and

     5.1.16 to investigate promptly and report to Ardana all significant
          customer complaints or reports of incidents relating to the Finished
          Product affecting quality of which it has knowledge and co-operate
          with Ardana in the handling of such complaints and in accordance with
          Clause 11.2 and to provide a copy of each investigation report under
          this Clause 5.1.16 to Ardana.

6.   ARDANA OBLIGATIONS

6.1  Upon and subject to the terms and conditions of this Agreement, Ardana
     hereby agrees at its own cost and expense:

     6.1.1 subject to provisions of Clause 2.7 to maintain the MAs received in
          relation to the Territory, including by filing variations to such MAs
          as necessary; and

     6.1.2 to provide Columbia with reasonable advance notice of all material
          meetings or calls with Governmental Authorities relating to the MAs. A
          maximum of 2 Columbia personnel may attend such meetings or calls at
          its own cost and expense.

6.2  Ardana, as the holder of the MAs in the Territory and without limiting its
     obligations under this Agreement or under any Applicable Law, shall comply
     with the content and terms of all MAs.

6.3  Ardana shall establish and maintain a scientific service for scientific
     information relating to the Product and shall liaise with Columbia in
     relation to any enquiries made to such service;

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6.4  Ardana shall use its reasonable commercial efforts to promote, market and
     sell the Finished Product, in each country within the Territory launching
     the same in such country within [***] of both Regulatory Approval and any
     relevant pricing and/or reimbursements approvals being obtained in such
     country (provided that it is acknowledged that the decision to launch prior
     to such approvals shall be in Ardana's sole discretion) and to establish a
     sales force appointed and trained in accordance with Good Industry Practice
     to promote the Finished Product in the Major Markets. Ardana shall use its
     reasonable commercial efforts to obtain any relevant pricing approvals in
     the countries where such approval is required. Additionally, Ardana shall:

     6.4.1 comply at all times with all Applicable Laws pertaining to the
          Commercialization of the Product, as applicable, including without
          limitation, purchase, storage, handling, marketing, promotion,
          distribution, offering for sale and sale of the Product in each
          country of the Territory;

     6.4.2 notify Columbia of the identity of any proposed third party
          distributor and Columbia shall have [***] to approve such distributor
          (which approval shall not be unreasonably withheld) and provided that
          the terms of appointment of such distributor shall prevent the further
          appointment of sub-distributors without first obtaining Ardana's and
          Columbia's prior written approval (which approval may be withheld for
          any or no reason);

     6.4.3 either itself or through its agents or distributors maintain adequate
          facilities for the efficient Commercialization of the Finished Product
          throughout the Territory;

     6.4.4 purchase from Columbia such quantities of the Finished Product as
          will enable Ardana to maintain sufficient stocks to meet all
          reasonably foreseeable demands for the Finished Product in the
          Territory;

     6.4.5 in dealing with or handling the Finished Product follow the
          reasonable instructions of Columbia, and provide for or have provided
          the storage of the Finished Product in a manner consistent with the
          terms of the applicable MA and Applicable Law;

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     6.4.6 in marketing and selling the Finished Product,

          6.4.6.1 not make any statements, representations, warranties or
               guarantees concerning the Finished Product which are contrary to
               the MA for the Finished Product or Applicable Laws; and

          6.4.6.2 avoid any misleading or deceptive marketing practices or any
               other promotional activities that may harm or otherwise damage
               Columbia's or its Affiliates image or reputation, whether within
               the Territory or outside the Territory;

     6.4.7 keep the Committee (as hereinafter defined) informed of the
          Commercialization of the Finished Product in the Territory (including
          but not limited to sales of the Finished Product) by way of a monthly
          written report detailing the level of sales made during the previous
          month (as reasonably available to Ardana at the time of compiling such
          report) and summarising any material developments relating to Product
          during the previous month (for example obtaining pricing and/or
          reimbursement approval in a particular country in the Territory). Such
          report shall be submitted within thirty (30) days of the end of each
          calendar month. Ardana shall also promptly inform the Committee of any
          other information that it now has or which it may receive in the
          future which in Ardana's opinion is likely to be of interest, benefit,
          or use to Columbia in relation to the sale of the Finished Products
          outside the Territory;

     6.4.8 maintain or have maintained the Finished Product, pending
          distribution and sale to customers, in a facility that is properly
          equipped (including temperature and humidity control) to store
          pharmaceutical and other sensitive products. Columbia, or its duly
          appointed agent, shall have the right to inspect the premises of
          Ardana or sub-contractor where the Finished Product is held, stored,
          and/or distributed, and Ardana shall permit such inspection or arrange
          for such inspection no more often than once per year, upon advance
          notice at any reasonable time, of the methods and procedures used in
          the distribution, storage and sale of the Finished Product and provide

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          to Columbia all government inspection reports and certificates
          relating thereto promptly upon Ardana's or its sub-contractors'
          receipt thereof;

     6.4.9 investigate promptly and report to Columbia all significant customer
          complaints or reports of incidents relating to the Finished Product
          affecting quality of which it has knowledge and co-operate with
          Columbia in the handling of such complaints and in accordance with
          Clause 11.1. Ardana shall provide a copy of each investigation report
          under this Clause 6.4.9 to Columbia.

     6.4.10 keep Columbia informed in a timely manner of any information brought
          to Ardana's attention which in Ardana's reasonable judgment could lead
          to a variation of the MA, SmPC, Packaging or Labelling (subject to any
          overriding provisions of the pharmacovigilance procedures agreed
          pursuant to Clause 11.2); and

     6.4.11 retain and archive all documentation relating to the Product,
          including, in particular, documentation relating to regulatory matters
          and to clinical trials of Product;

6.5  Ardana agrees that it shall not, without Columbia's prior written approval
     (not to be unreasonably withheld), distribute or sell in the Territory a
     testosterone product for the Indication other than the Product.

6.6  Ardana shall not Commercialize the Product in conjunction or otherwise
     together with any other products as a loss leader without Columbia's prior
     written approval, which approval may be withheld by Columbia for any
     reason, provided always that Ardana shall be permitted to sell and promote
     Finished Product with other products on an arms-length basis in accordance
     with Good Industry Practice.

6.7  Ardana shall be responsible for all costs and expenses associated with its
     Commercialization activities.

6.8  Ardana, at its sole cost and expense, shall be responsible for obtaining
     all necessary permissions, consents and licences (other than the MAs),
     required to Commercialize the Finished Product in each country in the
     Territory under any Applicable Law,

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     including without limitation, any import approvals, wholesale dealer's
     licenses and pricing and reimbursement approvals. Columbia agrees to
     reasonably cooperate with Ardana in obtaining any such additional necessary
     authorizations and approvals required to launch the Finished Product in
     each country in the Territory, including representatives of Columbia
     attending meetings with the relevant Governmental Authorities if so
     requested by Ardana together with Ardana at Columbia's own cost and expense
     for such attendance.

6.9  Ardana shall be responsible for setting the sales price of Finished Product
     in the Territory.

6.10 Ardana shall during the Term of this Agreement fulfil all of its
     obligations and covenants hereunder in a manner that is consistent with
     Good Industry Practice:

6.11 Ardana shall not:

     6.11.1 advertise the Finished Product or canvass or solicit orders for the
          Finished Product outside the Territory; or

     6.11.2 open branches for the sale of the Finished Product outside the
          Territory; or

     6.11.3 maintain distribution depots for the Finished Product outside the
          Territory.

6.12 Ardana affirms that it is familiar with the Foreign Corrupt Practices Act
     of 1977 of the United States of America, as amended by the Foreign Corrupt
     Practices Act Amendments of 1988 and as may be further amended and
     supplemented from time to time ("FCPA"). Ardana warrants, covenants,
     represents and agrees that, in connection with the performance of this
     Agreement or with the sale of any Product, neither Ardana nor any of its
     principals, employees or agents will perform any act that may constitute a
     violation of the FCPA or that may cause a violation under the FCPA by
     Ardana or Columbia. Ardana shall certify the accuracy and veracity of the
     foregoing representation and warranty from time to time in writing, as
     Columbia shall request.

7.   PRICE, PAYMENT TERMS AND SALES TARGETS

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7.1  Ardana shall purchase from Columbia all of its requirements for the
     Finished Product at a fixed cost of Euro [***] for a package of 60 tablets
     (the "Purchase Price") (or as otherwise agreed between the Parties in
     respect of different package volumes). Such price shall apply before and
     from First Commercial Sale subject to review at each anniversary of the
     first of the month following First Commercial Sale as follows:

     7.1.1 Columbia shall inform Ardana whether there has been any increase to
          the cost of Columbia obtaining Finished Product from its contract
          manufacturer;

     7.1.2 Columbia shall use its reasonable efforts to avoid any such proposed
          increase under its manufacturing agreement with its contract
          manufacturer and to source Finished Product at a more competitive
          price (in accordance with the provisions of such agreement); and

     7.1.3 in the event that having fulfilled its obligations under Clause 7.1.2
          the cost of supply of Finished Product to Columbia is increased then
          the Purchase Price may be increased by Columbia provided that such
          increase shall be no greater than the increase in [***] for the
          previous 12 month period;

     7.1.4 for the avoidance of doubt any increase in the Purchase Price
          pursuant to this Clause 7.1 shall only apply to the extent of any
          increase in the price of supply of Product to Columbia.

7.2  Columbia shall keep and shall procure that its Affiliates, agents,
     distributors and subcontractors keep true and accurate records and books of
     account containing all data necessary for the verification by Ardana under
     sub-clauses 7.1.1 to 7.1.4. Those records and books of account shall be
     kept for seven (7) years following the end of the year to which they
     relate. Upon Ardana's (the "Assessing Party") written request a firm of
     accountants appointed by agreement between the Parties (or, failing such
     agreement within ten (10) Business Days of the initiation of discussions
     between them on this point and at the request of either Party by the
     President for the time being of the Institute of Chartered Accountants of
     England and Wales in London) shall carry out a review procedure in relation
     to Columbia's (the "Assessed Party") cost of obtaining Finished Product as
     follows:

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     7.2.1 such firm of accountants shall be given access to and shall be
          permitted to examine such books and records upon twenty (20) Business
          Days notice having been given by the Assessing Party and at all
          reasonable times on Business Days for the purpose of certifying to the
          Assessing Party that Columbia applied the provisions of sub-clauses
          7.1.1 to 7.1.4;

     7.2.2 prior to any such examination taking place, such firm of accountants
          shall undertake to the Assessed Party in a deed that they shall keep
          all information and data contained in such books and records, strictly
          confidential and shall not disclose such information or copies of such
          books and records to any third person including the Assessing Party,
          but shall only use the same for the purpose of the calculations which
          they need to perform in order to issue the certificate to the
          Assessing Party which this Clause 7.2 envisages;

     7.2.3 any such access examination and certification shall occur no more
          frequently than once per year and will not go back over records more
          than two (2) years old unless a discrepancy is found;

     7.2.4 the Assessed Party shall make available personnel to answer queries
          on all books and records required for the purpose of the
          certification;

     7.2.5 if the certification shows that the Assessed Party has not applied
          the provisions of sub-clauses 7.1.1 to 7.1.4 the Parties shall
          forthwith recalculate the price which should have been paid by Ardana
          and any monies which such recalculation shows as being due and owing
          by one Party to the other shall be paid by that Party. The cost of the
          accountant shall be the responsibility of the Assessed Party if the
          recalculation shows that the Assessed Party has charged the Assessing
          Party a price more than [***] in excess of the recalculated price and
          the responsibility of the Assessing Party otherwise.

7.3  Upon shipment of Product to Ardana, Columbia shall submit invoices therefor
     to Ardana. Ardana shall pay each invoice in full within thirty (30) days
     after the date of invoice. All payments shall be made in Euros.

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7.4  It is acknowledged and agreed that the Minimum Purchase Requirements
     operate as follows: if in any year following the date of First Commercial
     Sale Ardana has not purchased from Columbia the volume of Product set out
     in the Minimum Purchase Requirements for that year because of lack of
     market demand or other reason. In such circumstances Ardana shall at its
     option:

     7.4.1 issue a Purchase Order or Purchase Orders to Columbia in accordance
          with the procedures set out in Clause 10 for the outstanding
          quantities for delivery during that year in which case there shall be
          no breach of this Agreement by Ardana; or

     7.4.2 fail to purchase the outstanding quantities during such year in which
          case Ardana shall be in material breach of this Agreement and the
          remedy provisions of Clause 16.1.1 shall not apply.

7.5  No later than 180 days before the end of the [***] period commencing on the
     date of First Commercial Sale and covered by the Minimum Purchase
     Requirements the Parties shall meet and shall seek to agree Minimum
     Purchase Requirements for the [***] of this Agreement. If the Parties fail
     to agree such new Minimum Purchase Requirements on or before 90 days before
     the end of [***] the setting of the Minimum Purchase Requirements for the
     [***] period shall be referred to the Expert's Decision. In making this
     decision the expert shall:

     7.5.1 invite written submissions from each of the Parties putting forward
          justification for the Minimum Purchase Requirements which they are
          proposing; and

     7.5.2 invite oral submissions of no more than [***] utilising whatever
          experts the Parties so choose putting forward justification for the
          Minimum Purchase Requirements which they are proposing.

8.   COMMERCIALISATION COMMITTEE

8.1  Ardana and Columbia shall create a Commercialisation Committee (the
     "Committee") to consist initially of two persons as voting members
     ("Members"), one of whom shall be nominated by Ardana and one of whom shall
     be nominated by Columbia. Each

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     Member shall be entitled to exercise one (1) vote each on the Committee,
     whether or not present at any Committee meeting. Columbia shall also be
     entitled to appoint one of its nominees to be the chairman of the Committee
     ("Chairman"). In the event of a deadlock in relation to those issues set
     out in Clauses 8.6, the Chairman shall be entitled to cast the deciding
     vote. The Committee will meet no less frequently then [***].

8.2  Each of Ardana and Columbia shall be entitled to remove their Member and
     appoint a replacement therefor. The number of Members may be altered if
     agreed to by Ardana and Columbia in writing; provided, however, that, each
     of Ardana and Columbia shall be entitled to appoint an equal number of
     Members.

8.3  The quorum for meetings of the Committee shall be two (2) Members. The
     venue for meetings not held by teleconference shall alternate between the
     offices of Ardana in Edinburgh, Scotland and the offices of Columbia's
     Affiliate in Livingston, New Jersey or such other venue as may be agreed.
     Each party shall be responsible for its own expenses including travel and
     accommodation costs incurred in connection with Committee meetings.

8.4  The Committee shall have power to invite persons whose special skills or
     influence might advance the Commercialisation of the Product, in confidence
     and upon behalf of the Committee, to attend and address meetings of the
     Committee. Each party shall give the other reasonable advance notice of the
     identity of any such additional attendees which it intends to participate
     in the Committee meeting in question. For the avoidance of doubt it is
     agreed that such persons shall not be Members and shall not have a right to
     vote or participate in the decision making process of the Committee.

8.5  The Chairperson shall take responsibility for promptly preparing the
     minutes of any Committee meeting, receiving approval of those minutes from
     the other Committee Member who participated in the meeting, obtaining each
     Member's signature on the approved minutes and promptly distributing a copy
     of the signed minutes to each Party.

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8.6  The Committee shall be a co-ordination, liaison and communication forum in
     relation to the global issues relating to Product and shall only be a
     decision making forum in relation to strategic regulatory issues affecting
     the Product, provided, always, that Ardana shall never be required to agree
     to or implement any decision of the Committee which would be contrary to
     Ardana's responsibilities as the holder of the MAs in the Territory or to
     Applicable Laws.

9.   CLINICAL STUDIES, TRIALS AND INVESTIGATIONS

9.1  Either Party (the "Initiating Party"), may from time to time, propose to
     the other Party that additional clinical trials, studies or investigations
     be initiated in relation to the Product including adding a further
     indication to the European Regulatory Application or the MAs ("Additional
     Studies"). The Parties shall meet and discuss the same in good faith and if
     the Parties agree the plans and protocols for such Additional Studies
     (including which Party shall be the sponsor of such Additional Studies) and
     the cost of such Additional Studies will be shared equally between the
     Parties. If the Parties do not agree to jointly fund such Additional
     Studies then the provisions of Clause 9.2 and 9.3 shall apply.

9.2  If Ardana is the Initiating Party it shall obtain the prior written
     approval of Columbia, which approval may be withheld by Columbia for any
     reason or no reason, on the proposed Additional Studies prior to initiating
     such Additional Studies and shall prepare, maintain and deliver to
     Columbia, complete and accurate copies of records and reports, including
     progress, safety and final reports. Columbia shall reasonably cooperate and
     assist Ardana in obtaining any Regulatory Approvals required for additional
     indications or other revised Labelling of Product in the Territory
     justified by the outcome of such Additional Studies, including attendance
     at meetings with relevant Governmental Authorities and Ardana shall file
     (if applicable) variations to the MAs and use its reasonable efforts to
     obtain such variations to the MAs relating to such Additional Studies at
     its own cost and expense.

9.3  If Columbia is the Initiating party, Columbia shall give Ardana the
     opportunity to comment upon such Additional Studies and shall keep Ardana
     informed of the progress of such Additional Study and shall provide to
     Ardana a written report of the outcome of such Additional Studies. Columbia
     shall prepare, maintain and deliver to

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     Ardana, complete and accurate copies of records and reports, including
     progress, safety and final report. Columbia shall reasonably cooperate and
     assist Ardana in obtaining any variations to the MAs required for
     additional indications or other revised Labelling of Product in the
     Territory justified by the outcome of such Additional Studies including
     attendance at meetings with relevant Governmental Authorities and Ardana
     shall file (if applicable) for such variations to the MAs and use its
     reasonable efforts to obtain such variations to the MAs relating to such
     Additional Studies at its own cost and expense.

9.4  Where Ardana is the Initiating Party a final report of the Additional Study
     results from all Additional Study sites shall be prepared by Ardana and
     reviewed by Columbia, and may thereafter be released or submitted for
     publication by Ardana for use at conferences and publication in scientific
     journals.

9.5  All rights in and to any data, results, information, inventions,
     discoveries and/or improvements arising out of the performance of an
     Additional Study, whether patentable or not, conceived, made, obtained or
     developed ("the Data Package") pursuant to an Additional Study shall vest
     in and remain the property of Columbia, provided always that the rights in
     such Data Package shall be the subject of the license to Ardana under
     Clause 2.1 and the assignment to Ardana under Clause 2.6. If Columbia uses
     the Data Package outside the Territory by licensing or otherwise
     authorising the use of the same by a third party (including the appointment
     of a distributor):

     9.5.1 if such Data Package has been generated pursuant to an Additional
          Study funded by Ardana then notwithstanding that Columbia owns such
          rights in such Data Package in the event that Columbia grants to a
          third party any such rights to use such Data Package it shall pay to
          Ardana one hundred percent (100%) of the consideration received from
          such third party for the right to use such Data Package;

     9.5.2 if such Data Package has been generated pursuant to an Additional
          Study funded jointly between Ardana and Columbia then in the event
          that Columbia grants to a third party any right to use such Data
          Package it shall

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          pay to Ardana fifty per cent (50%) of the consideration received from
          such third party for the grant of the right to use such Data Package.

10.  FORECASTS; ORDERS; DELIVERY AND ACCEPTANCE

10.1 No later than three months prior to the anticipated date of First
     Commercial Sale of Finished Product in the Territory and each Quarter
     thereafter, Ardana shall prepare and provide Columbia with a written
     forecast by Quarter of its requirements for Product ("Forecasts") for the
     immediately succeeding four full Quarters, including, with respect to the
     first Forecast, the period between the anticipated date of First Commercial
     Sale and the beginning of the first Quarter following First Commercial
     Sale. The amounts set forth for the first Quarter in each Forecast shall
     constitute a firm purchase order and shall be binding upon Ardana. The
     amounts set forth in the following three (3) Quarters shall constitute
     Ardana's non-binding, good faith estimate of the Product requirements of
     Ardana for such periods; provided, however, that in relation to the amounts
     set forth for the second Quarter when such Quarter becomes the first
     Quarter of the next Forecast the amounts set forth in such first Quarter
     shall not be less than eighty percent (80%) nor shall Columbia be obligated
     to supply greater than one hundred twenty percent (120%) of the amounts set
     forth in the immediately preceding Forecast for such Quarter, but Columbia
     may agree to supply such greater amount in its sole discretion.

10.2 Each firm purchase order provided to Columbia by Ardana pursuant to Clause
     10.1 above shall be in writing and shall specify the description of the
     Finished Product ordered, the quantity ordered, the price and required
     delivery date therefore ("Purchase Order"). In the event of a conflict
     between the terms and conditions of any Purchase Order and this Agreement,
     the terms and conditions of this Agreement shall prevail. Columbia shall
     have no obligation to supply quantities of Finished Product (i) in the
     event Ardana places orders for amounts of Product that are smaller than
     Columbia or its contract manufacture standard manufacturing batch size for
     the Product and the amount of Product remaining after filling orders from
     other Columbia customers are not available in sufficient quantity to fill
     the order placed by Ardana; or (ii) in relation to quantities of Finished
     Product specified in the Purchase Order in excess of one hundred and twenty
     percent (120%) the quantities specified in the previous Forecast for such
     Quarter provided under Clause 10.1 above.

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10.3 Columbia shall within ten (10) days of the receipt of any Purchase Order
     from Ardana made pursuant to Clause 10.2 give written notice to Ardana if
     it cannot fulfil such Purchase Order and the provisions of Clause 16.1
     shall apply.

10.4 All Finished Product supplied under this Agreement shall be delivered Ex
     Works (INCOTERMS 2000) Columbia's or its nominee's manufacturing and/or
     distribution facility in Europe and shall be accompanied by a written
     certificate of analysis signed by the Qualified Person confirming that such
     quantity of Finished Product meets the Specification. Ardana shall secure
     transport and insurance with its own providers at its sole cost and
     expense. Ardana shall pay all freight, insurance charges, taxes, import and
     export duties, inspection fees and other charges applicable to the sale and
     transport of Finished Product purchased by Ardana hereunder which amounts
     shall be separately set forth on Columbia's invoices to Ardana. Title and
     risk of loss and damages to Finished Product purchased by Ardana hereunder
     shall pass to Ardana upon receipt of the Finished Product by the carrier
     designated by Ardana at Columbia's facility. Columbia acknowledges that it
     shall be obliged to supply Finished Product to Ardana from a manufacturing
     and/or distribution facility in Europe. In the event that Columbia
     manufactures or has manufactured the Finished Product outside Europe it
     shall so notify Ardana and the delivery terms set out in this Clause 10.4
     shall be amended such that Columbia shall supply Finished Product to Ardana
     CIF (INCOTERMS 2000) to a delivery site in Europe and provided that such
     Finished Product is released in the Territory by a Qualified Person in the
     Territory. For the avoidance of doubt this shall not result in any change
     to the Purchase Price.

10.5 Following receipt of a shipment of Finished Product from Columbia, Ardana
     or its designated agent shall, within thirty (30) days, carry out a visual
     inspection (as defined below) of such shipment to ensure that Packaging and
     Labelling of Finished Product has taken place in accordance with the
     Specification and is accompanied by an associated Certificate of Analysis
     and if Ardana determines in its sole discretion (exercised reasonably) that
     it has not so taken place it shall promptly notify rejection of shipment to
     Columbia in writing. Subject to the provisions of Clause 10.7, if Ardana
     does not notify Columbia of rejection of such shipment within such thirty
     (30) days, such shipment of Finished Product shall be deemed to have been
     accepted.

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10.6 For the purposes of this Agreement, "visual inspection" shall mean:

     10.6.1 comparing the applicable order against the documentation
          accompanying the shipment to verify that the delivery date, identity,
          quantity and exterior shipment labelling comply with the order;

     10.6.2 verifying that the Certificate of Analysis for the shipment states
          that the Product conforms in all material respects to the applicable
          Specifications; and

     10.6.3 visually inspecting the exterior of the shipment of Finished
          Products to verify that the shipment appears to be in good condition.

     For the avoidance of doubt, visual inspection does not include laboratory
     analysis.

10.7 Notwithstanding the foregoing, Columbia shall remain liable to Ardana to
     the extent provided in Clause 10.8 or 10.9 as appropriate for any latent
     defect that subsequently is discovered which renders the Finished Product
     unsaleable, if such defect is due to the failure of the Finished Product to
     meet Specification and/or cGMP and provided that Ardana immediately inform
     Columbia by a notice in writing of such defect and rejection of the
     relevant shipment not later than ten (10) days from the date of discovery
     of such latent defect.

10.8 Within 10 days of receipt by Columbia of a notice of rejection from Ardana
     in accordance with Clauses 10.5 or 10.7 Columbia shall indicate in writing
     to Ardana whether Columbia is issuing a return authorisation or not. In the
     event that a return authorisation is so issued Ardana shall return to
     Columbia at Columbia's expense the quantities of Finished Product in
     question and Columbia shall replace such quantities within sixty (60) days
     or as soon as reasonably practicable thereafter. If the payment in respect
     of such quantities is outstanding, it shall be postponed until such
     replacement quantities are received and accepted by Ardana in accordance
     with this Clause 10.

10.9 After receipt of any rejection notice from Ardana pursuant to Clause 10.5
     or Clause 10.7 if Columbia does not issue a return authorisation under
     Clause 10.8, Columbia shall analyze any batch of Finished Product rejected
     by Ardana for nonconformity

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     with the Specifications within thirty (30) days of receipt of such notice,
     and present its findings with respect to such Finished Product to Ardana.
     If such tests confirm non-conformity with the Specification Columbia shall
     promptly supply to Ardana (at Columbia's cost and expense) a conforming
     batch in the same quantity as the rejected batch and shall reimburse Ardana
     for any out of pocket costs or expenses incurred by Ardana including
     shipping charges in relation to such non-conforming batch. If the Parties
     cannot agree on whether the batch of Finished Product in question conforms
     to the Specifications, an independent qualified laboratory reasonably
     acceptable to both Parties, and at a cost equally shared by both Parties,
     shall analyze both Ardana's and Columbia's samples of Product in question,
     and the definitive results of such laboratory shall be binding on the
     Parties. If the batch of Finished Product in question is determined to be
     nonconforming, such nonconforming Finished Product shall be held for
     Columbia's disposition, or shall be returned to Columbia, in each case at
     Columbia's expense, as directed by Columbia no later than fifteen (15) days
     following such determination. Columbia shall replace each nonconforming
     batch of Finished Product, or the nonconforming portion thereof, with
     conforming Finished Product within sixty (60) days or as soon as reasonably
     practical after receipt of notice of rejection thereof. If the batch of
     Finished Product in question is determined to be conforming and provided
     that the Certificate of Analysis did not indicate it to be nonconforming,
     such Finished Product shall be returned to Ardana at Ardana's cost and
     expense.

10.10 Columbia shall use its commercially reasonable efforts to establish or
     have established a second manufacturing site for of the Finished Product.

10.11 Columbia shall, at its own cost and expense hold for Ardana [***] stocks
     of Finished Product for each of the Major Markets at levels commensurate
     with the quantities ordered by Ardana in its previous Quarterly Purchase
     Order for Finished Product in such country. In the event that Columbia is
     forced to supply these safety stocks to Ardana in order to meet Ardana's
     Purchase Order(s) in circumstances where Columbia cannot replenish these
     safety stocks as a result of any failure of Columbia's contract
     manufacturer to supply Columbia with Finished Product manufactured in
     accordance with cGMP and to Specification for whatever reason, such failure
     to replenish the safety stocks shall not constitute a breach of this Clause
     10.11 by

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     Columbia provided always that Columbia shall replenish such safety stocks
     as soon reasonably practicable.

10.12 Columbia shall employ stock rotation methods and techniques consistent
     with Good Industry Practice so as to ensure that Finished Product delivered
     to Ardana has a minimum of [***] of its shelf life unexpired.

11.  REGULATORY AND OTHER MATTERS

11.1 Except as may otherwise be agreed, Ardana shall refer any significant
     complaints or reports of incidents which it or any of its Affiliates
     receives concerning the Finished Product affecting quality to Columbia
     within four (4) working days of Ardana's receipt of the same, provided,
     that all complaints concerning suspected or actual Finished Product
     tampering, contamination or mix-up shall be delivered within one (1)
     working day of receipt of the same by Ardana or any Affiliate or
     subcontractor of Ardana. For the avoidance of doubt, to the extent that any
     such complaint amounts to or relates to an Adverse Reaction the terms of
     the pharmacovigilance procedures to be agreed by the Parties pursuant to
     Clause 11.2 shall apply in relation to such complaint: in the event of any
     inconsistency between the application of this Clause 11.1 and such
     pharmacovigilance procedures, the terms of such pharmacovigilance procedure
     shall prevail.

11.2 The Parties agree that within nine months of the Commencement Date they
     shall agree on a product recall procedure, subject always to the other
     provisions of this Agreement, a Packaging and Labelling procedure, and a
     pharmacovigilance procedure, all in accordance with Applicable Laws.

11.3 Notwithstanding that the Parties shall agree upon product recall procedure
     pursuant to Clause 11.2, the Parties agree that the costs of recall shall
     be met as follows: if a recall arises due to any act or omission by Ardana
     the cost of goods sold, distribution expenses and third-party recall
     expenses (collectively, the "Recall Costs") shall be borne by Ardana; if a
     recall arises from any other reason then the Recall Costs shall be borne by
     Columbia. Ardana shall maintain records of all sales of Product and
     customers sufficient for Ardana (as appropriate) to adequately administer a
     recall for the period required by Applicable Law.

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11.4 Within 9 months (or such other period as is agreed by the Parties) of the
     Commencement Date the Parties shall agree upon a technical agreement as
     required pursuant to Directive 2001/83.

11.5 In addition to the requirements of Clauses 11.1 and 11.3 and the items
     agreed under Clause 11.2, each Party agrees to keep the other Party
     informed, commencing within two (2) working days of notification of any
     action by, or notification or other information which it receives (directly
     or indirectly) from any Governmental Authority, which (a) raises any
     material concerns regarding the safety or efficacy of any Product, (b)
     which indicates or suggests a potential material liability for either Party
     to third parties arising in connection with any Product, or (c) which is
     reasonably, likely to lead to a Recall of any Product, including in all
     cases, but not limited to:

     11.5.1 Governmental Authority inspections of manufacturing, distribution or
          other related facilities, in which Product is manufactured, stored or
          otherwise present;

     11.5.2 receipt of a warning letter from any Governmental Authority relating
          to any Product; or

     11.5.3 initiation of any Governmental Authority investigations, detention,
          seizure or injunction concerning any Product.

11.6 Columbia shall keep Ardana regularly informed of all material
     correspondence and communications with any Governmental Authority in the
     Territory concerning the manufacture, Specification, quality or Packaging
     of the Finished Product by it or its contract manufacturer.

11.7 If Columbia is advised by its legal advisers that it must communicate with
     any Governmental Authority in the Territory on any matter the subject of
     Clauses 11.5 or 11.6, Columbia shall so advise Ardana immediately and,
     unless prohibited by Applicable Law, Columbia shall provide Ardana in
     advance with a copy of any proposed written communication with any such
     Governmental Authority and shall comply with any and all reasonable
     directions of Ardana concerning any meeting or written or oral
     communication with such Governmental Authority.

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12.  SIGNATURE AND MILESTONE FEE

12.1 Signature Fee. In consideration of the obligations of Columbia under
     Clauses 2.4 and 2.5 and in partial consideration of the rights assigned
     hereunder under Clause 2.6 Ardana shall pay Columbia a non-refundable
     signature fee of two million dollars (US$2,000,000) upon execution of this
     Agreement or subsequent date agreed upon.

12.2 Milestone Fees.

     12.2.1 Ardana shall pay to Columbia a non-refundable milestone payment of:

          12.2.1.1 one million dollars (US$1,000,000) upon acceptance by the
               Governmental Authority in the UK the Medicines Control Agency of
               the European Regulatory Application being complete and sufficient
               for the purpose of seeking Regulatory Approval in the UK in
               further partial consideration of the rights assigned hereunder
               under Clause 2.6;

          12.2.1.2 one million dollars (US$1,000,000) on or before December 15,
               2002,in further partial consideration of the rights assigned
               hereunder under Clause 2.6;

          12.2.1.3 eight hundred thousand dollars (US$800,000) upon receipt of
               the MA for the Product in [***] in consideration of Columbia's
               obligations under Clause 2.7 in relation thereto;

          12.2.1.4 [***] dollars ($[***]) upon Marketing Authorisation for the
               Product received in [***] for a total of US$1,200,000 and in
               consideration of Columbia's obligations under Clause 2.7 in
               relation thereto; and

          12.2.1.5 in final partial consideration of the rights assigned
               hereunder under Clause 2.6, two million dollars ($2,000,000)
               within sixty (60) days of the end of the calendar month in which
               cumulative Net Sales of the Product by Ardana, its Affiliates
               and/or its licensees for all of the countries in the Territory
               exceed US$[***]. Until this payment is

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               made Ardana shall report to Columbia as specified in Clauses
               16.5.5 and 16.5.6.

     Columbia will invoice Ardana for the payment set out in 12.2.1.2 and,
     provided that Ardana received such invoice, it shall pay to Columbia the
     sum due under such clause on or before the 15th December 2002. Columbia
     will invoice Ardana for each payment due under Clauses 12.2.1.3 to 12.2.1.5
     on the occurrence of the event and, provided that Ardana receives such
     invoice, Ardana shall pay such invoice within 15 Business Days of receipt
     of invoice.

12.3 All payments under the terms of the Agreement are expressed to be exclusive
     of value added tax howsoever arising.

12.4 All payments made to Ardana under the Agreement shall be made by
     telegraphic transfer to the account of Ardana Bioscience Limited at:

     [***]

     Account Name: [***]

     Account code: [***]

     Sort Code:    [***]

     SWIFT Code:   [***]

     or any other bank account that may be notified by Ardana to Columbia from
     time to time.

12.5 All payments made to Columbia under the Agreement shall be made by
     telegraphic transfer to the account of Columbia at:

     [***]

     Account Name: [***]

     Account Code: [***]

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     ABA  Code: [***]


     or any other bank account that may be notified by Columbia to Ardana from
     time to time.

12.6 If either Party fails to make any payment to the other Party hereunder on
     the due date for payment without prejudice to any other right or remedy
     available to that Party, that Party expecting payment shall be entitled to
     charge the other Party interest (both before and after judgement) on the
     amount unpaid at the base rate of the Bank of England from time to time or
     any successor rate thereto plus five per cent (5%) calculated on a daily
     basis until payment in full is made without prejudice to that Party's right
     to receive payment on the due date.

13.  WARRANTIES, INDEMNIFICATION; LIMITATION OF LIABILITY; AND INSURANCE

13.1 Each Party represents and warrants to the other Party that:

     13.1.1 it has the corporate power and authority and the legal right to
          enter into this Agreement and that this Agreement is a legal and valid
          obligation binding upon such Party and enforceable in accordance with
          its terms. The execution, delivery and performance of the Agreement by
          such Party does not conflict with any agreement, instrument or
          understanding, oral or written, to which it is or by which it is
          bound, nor violate any law or regulation of any court, governmental
          body or administrative or other agency having jurisdiction over it;

     13.1.2 such Party has not, and during the term of the Agreement will not,
          without the prior written consent of the other Party grant any rights
          to any third party that would conflict with the rights granted to the
          other Party hereunder;

     13.1.3 in the case of Columbia it has the right to grant the licenses
          granted under Clause 2.1 and to make the assignment under Clause 2.6
          and to enter into its other obligations under this Agreement and that
          it has taken any corporate

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          action with Columbia Affiliates which is necessary for this to be the
          case and that it has the authority to act as agent for Columbia UK in
          the matters specified in this Agreement and the corporate power to
          procure Columbia UK as specified in this Agreement. Columbia further
          hereby warrants and undertakes that at the Commencement Date that save
          as otherwise disclosed to Ardana in writing it has not assigned,
          licensed, mortgaged, charged or otherwise disposed of or encumbered
          the right, title or interest in the Columbia Patent Rights and that so
          far as it is aware the exercise by Ardana of its rights hereunder
          shall not infringe the Patent Rights or trademarks or other
          intellectual property rights of any third party;

     13.1.4 it is a corporation duly organised, validly existing and in good
          standing under the laws of the jurisdiction in which it is
          incorporated; and

     13.1.5 the execution and delivery of this agreement and the performance of
          such Party's obligations do not constitute a default or require any
          consent under any other contractual obligation of such Party.

13.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT COLUMBIA MAKES NO
     WARRANTIES OR REPRESENTATIONS, IMPLIED OR EXPRESS, WITH RESPECT TO THE
     PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE, PERFORMANCE,
     NON-INFRINGEMENT OR PATENTABILITY AND ANY SUCH WARRANTIES ARE HEREBY
     EXPRESSLY DISCLAIMED.

13.3 Subject to the provisions of Clause 13.4 and 13.5 Columbia shall be
     responsible for and shall indemnify Ardana and its directors, officers,
     servants and agents (collectively "the Indemnified Party") against any and
     all liability, loss, damage, cost and expense (including legal costs)
     incurred or suffered by the Indemnified Party as a result of

     13.3.1 that part of any claim brought against Ardana by a Third Party which
          arises as a result of any activities of Columbia, its Affiliates or
          contract

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          manufacturers under or in relation to this Agreement being a claim
          that use of any Finished Product(s) has caused death or bodily injury;
          or

     13.3.2 a breach of warranty by Columbia under Clauses 13.1.

     An Indemnified Party that intends to claim indemnification under this
     Clause 13.3 shall promptly notify Columbia of any Third Party claim in
     respect of which the Indemnified Party intends to claim that
     indemnification. The Indemnified Party shall not compromise or settle the
     claim prior to any such notice. Columbia may assume and control the defence
     of any such Third Party claim, provided however, that an Indemnified Party
     shall have the right to retain its own counsel at its own cost and expense,
     if representation of that Indemnified Party by the counsel retained by
     Columbia would be inappropriate due to actual or potential differing
     interests between the Indemnified Party and any other party represented by
     that counsel in the proceedings. The Indemnified Party shall co-operate
     with Columbia and its legal representatives in the investigation of any
     matter covered by this indemnification.

13.4 Subject to the provisions of Clause 13.5, Ardana shall be responsible for
     and shall indemnify Columbia and its Affiliates, directors, officers,
     servants and agents (collectively "the Indemnified Party") against any and
     all liability, loss, damage, cost and expense (including legal costs)
     incurred or suffered by the Indemnified Party

     13.4.1 as a result of that part of any claim brought against Columbia or
          its Affiliates by a Third Party which arises as a result of the
          activities by Ardana or its affiliates, sublicensees, distributors or
          agents under this Agreement being a claim that use of any Finished
          Products has caused death or bodily injury; or

     13.4.2 as a result of a breach of warranty by Ardana under Clause 13.1.

     An Indemnified Party that intends to claim indemnification under this
     Clause 13.4 shall promptly notify Ardana of any Third Party claim in
     respect of which the Indemnified Party intends to claim the
     indemnifications. The Indemnified Party shall not compromise or settle the
     claim prior to any such notice. Ardana may assume and control the defence
     of any such Third Party claim, provided however, that an Indemnified Party
     shall have the right to retain its own counsel at its own cost and expense,
     if representation of that Indemnified Party by the counsel retained by
     Ardana

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     would be inappropriate due to actual or potential differing interests
     between the Indemnified Party and any other party represented by that
     counsel in the proceedings. The Indemnified Party shall co-operate with
     Ardana and its legal representatives in the investigation of any matter
     covered by this indemnification.

13.5 Neither Party shall be liable to the other in contract, tort, negligence,
     breach of statutory duty or otherwise for any loss, damage, costs or
     expenses of any nature whatsoever incurred or suffered by the other or its
     Affiliates:

     13.5.1 of a direct nature where the same is a loss of turnover, profits,
          business or goodwill; or

     13.5.2 an indirect or consequential or punitive nature, including any
          indirect or consequential economic loss or other indirect or
          consequential loss of turnover, profits, loss of enterprise value,
          business or goodwill or otherwise.

13.6 Columbia shall secure and maintain comprehensive general liability
     insurance with insurers having an AM Best rating within the top 2
     categories at the time (at the date of this Agreement known as "superior"
     or "excellent"), including, product liability, contractual liability,
     personal injury, and insurance against claims regarding the manufacture,
     delivery, storage, handling and use of Product under this Agreement, in
     such amounts as it customarily maintains for similar products and
     activities in accordance with prudent insurance practice, but in no event
     less than the US dollar equivalent of [***] pounds sterling
     (GB(pound)[***]) per occurrence and in the aggregate per year. Columbia
     shall use commercially reasonable efforts following First Commercial Sale
     and at intervals thereafter in accordance with Good Industry Practice to
     increase this cover to a level of [***] dollars (US$[***]) in the aggregate
     per year if this is achievable by Ardana.

13.7 Ardana shall secure and maintain comprehensive general liability insurance
     with insurers having an AM Best rating within the top 2 categories at the
     time (at the date of this Agreement known as "superior" or "excellent")
     including product liability, contractual liability, personal injury, and
     insurance against claims regarding the delivery, storage and handling and
     use of Product under this Agreement, in such amounts as it customarily
     maintains for similar products and activities in accordance

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     with prudent insurance practice, but in no event less than [***] pounds
     sterling (GB(pound)[***]) per occurrence and in the aggregate per year.
     Ardana shall use commercially reasonable efforts following First Commercial
     Sale and at intervals thereafter in accordance with Good Industry Practice
     to increase this cover to a level in pounds equal to [***] dollars
     (US$[***]) in the aggregate per year if this is achievable by Columbia.

13.8 Each Party shall maintain such insurance described in Clauses 13.6 and 13.7
     during the term of this Agreement and thereafter for so long as it
     customarily maintains insurance for itself for similar products and
     activities. Each Party shall note the interest of the other Party on such
     insurance and shall use commercially reasonable efforts to name the other
     Party as an additional insured on such insurance if this is also achievable
     by the other Party and shall provide the other Party proof of such
     insurance upon request. Each Party shall cause such insurance policies to
     provide that the other Party shall be given at least thirty (30) days
     notice of any cancellation, termination or change in such insurance.

14.  CONFIDENTIALITY

14.1 The content of the NDA Filing and the European Regulatory Applications and
     any of the information pertaining to the Product or their respective
     businesses that has been prior to the Commencement Date or will be
     communicated by Ardana to Columbia, on the one hand, or by Columbia to
     Ardana, on the other hand, including without limitation, trade secrets,
     business methods and plans, and pricing, cost, manufacturing and customer
     information shall be treated by Columbia and Ardana, respectively, and
     their respective Affiliates, officers, directors, employees, agents and
     representatives, as confidential information and shall not be disclosed to
     third parties or be used except in connection with the transactions and
     business set forth in this Agreement; provided, however, that such
     confidential information shall not be subject to the restrictions and
     prohibitions set forth in this Clause 14 to the extent that such
     confidential information:

     14.1.1 is available to the public in public literature or otherwise, or
          after disclosure by one Party to the other becomes public knowledge
          through no default of the Party receiving such confidential
          information;

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     14.1.2 was (as evidenced in writing) known to the Party receiving such
          confidential information prior to the receipt of such confidential
          information by such Party, whether received before or after the date
          of this Agreement;

     14.1.3 is obtained by the Party receiving such confidential information
          from a source free to disclose such information other than the Party
          supplying such confidential information;

     14.1.4 is required to be disclosed pursuant to any order of a court having
          jurisdiction or any lawful action of a Governmental Authority having
          jurisdiction over the disclosing Party or court of competent
          jurisdiction but only to the extent such disclosure is so required;
          provided, however that in the event of such an order or action, the
          Party ordered to disclose such confidential information shall give the
          other Party reasonably timely notice of the disclosure order in order
          to allow such Party to seek a protective order or such other
          appropriate relief with respect to the confidential information; or

     14.1.5 in the case of the European Regulatory Applications is required to
          be disclosed to the relevant Governmental Authorities in the Territory
          and thereafter once an MA is granted is contained in the Packaging,
          Labelling or SmPC.

14.2 Each Party shall take all precautions as it normally takes with its own
     confidential information to prevent any improper disclosure of such
     confidential information to any independent third party.

14.3 No public announcements or other disclosure to third parties concerning the
     financial or other terms of this Agreement shall be made, whether directly
     or indirectly, by either Party to this Agreement, except as may be legally
     required or as may be required for recording purposes, without first
     obtaining the approval of the other Party and agreement upon the nature and
     text of such announcement or disclosure, with the exception that:

     14.3.1 a Party may disclose the full terms of this Agreement to its
          investment bankers, lawyers, accountants and other professional
          advisors or a third

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          party seeking to invest in, lend funds to acquire or merge with or be
          acquired by such Party without the other Party's prior approval
          provided that such disclosure is made under terms of confidentiality
          whether express or implied; and

     14.3.2 a Party may disclose the terms of this Agreement to any securities
          exchange or regulatory authority or government body to which either
          Party is subject or submits, wherever situated, including (without
          limitation) the US Securities Exchange Commission, the UK Stock
          Exchange or the Panel on Take-overs and Mergers, whether or not the
          requirement has the force of law provided that it takes advantage of
          all provisions to keep confidential as many terms of this Agreement as
          possible.

14.4 In respect of those public announcements and disclosures not permitted by
     Clause 14.3 the Party desiring to make any such public announcement or
     other disclosure shall inform the other Party of the proposed announcements
     or disclosure in reasonably sufficient time prior to public release, and
     shall provide the other Party with a written copy thereof, in order to
     allow such Party to comment upon such announcement or disclosure, which
     comments shall be provided by such other Party within five (5) working
     days. The Parties shall jointly develop press releases and information
     materials that can be used by either Party for presentations to financial
     advisers and similar recipients.

15.  TERM

     The term of this Agreement (the "Term") shall commence on the date hereof
     and shall continue for a period of the later of: (i) ten (10) years from
     the First Commercial Sale of the Finished Product by Ardana; or (ii) the
     date of expiration or lapse of the last to expire or lapse of rights under
     any Columbia Patent Rights in the Territory on a country by country basis.
     The Term shall automatically extend for successive periods of one (1) year
     each unless either Party provides written notice to the other, at least
     ninety (90) days prior to the end of the then existing Term, of its
     intention not to renew this Agreement.

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16.  TERMINATION

16.1 This Agreement may be terminated immediately upon written notice of
     termination given by either Ardana on the one hand (in circumstances where
     either Columbia is in breach as specified in Clause 16.1.1 or Columbia or
     Columbia Laboratories, Inc. satisfy the criteria of Clause 16.1.2) or
     Columbia on the other hand (where Ardana satisfies the criteria below):

     16.1.1 in the event that the other Party commits a material breach or
          default under this Agreement, which breach or default shall not be
          remedied within sixty (60) days after the receipt of written notice
          thereof by the person in breach or default provided always that:

          16.1.1.1 in the case of a breach by Ardana of Clause 12.2 in which
               case the remedy period shall be ten (10) days; and

          16.1.1.2 in the case of a breach by Columbia under any of the
               manufacturing and supply obligations of this Agreement the remedy
               period shall be ninety (90) days; or

     16.1.2 in the event that an Insolvency Event occurs in relation to such
          person.

16.2 Termination of this Agreement (whether under this Clause 16, upon
     expiration of the Term, or otherwise) shall be without prejudice to any
     rights of either Party against the other that may have accrued to the date
     of such termination.

16.3 Upon the effective date of expiration or earlier termination of this
     Agreement by Columbia pursuant to Clause 16.1 and subject always to the
     provisions of Clause 6.6:

     16.3.1 Ardana shall remit to Columbia any payments that are due and payable
          as of the date of expiration or termination;

     16.3.2 Ardana's rights and license under Clause 2.1 within the Territory
          shall terminate and Ardana shall reassign to Columbia the subject
          matter of Clause 2.6. At Columbia's request Ardana shall execute an
          undated assignment to achieve this which Columbia shall only have the
          right to date such that it is effective under the circumstances of
          this Clause 16.3;

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     16.3.3 Ardana shall supply to Columbia a copy of all MAs within 30 days of
          the date of termination and commensurate with Applicable law Ardana
          shall transfer to Columbia or its nominee all MAs in the Territory and
          Ardana shall not following any such termination use such MA. In the
          event that in any country of the Territory such a transfer is not
          possible, Ardana shall ensure that Columbia has the benefit of the MA
          and to this end hereby grants to Columbia irrevocable permission to
          cross refer to any such MA when filing an MA for Finished Product in
          its own name;

     16.3.4 Columbia and Ardana shall return to each other all confidential
          information supplied by one Party to the other, including all copies
          and originals thereof;

     16.3.5 At Columbia's option, (i) Ardana may have [***] from the
          Commencement Date of expiration or termination to sell all existing
          stocks of Product inventory (including, at Columbia's option, any
          Product ordered by Ardana but not yet delivered by Columbia, which
          Columbia may obligate Ardana to purchase), and/or (ii) Ardana shall
          purchase any unused Packaging and Labelling held by Columbia or its
          contract manufacturer bearing Ardana's name or trademark, and/or (iii)
          Columbia may cancel any or all outstanding Product Orders; and/or (iv)
          Columbia may repurchase all or some of the Product previously
          delivered but not sold at a price equal to the price paid by Ardana
          therefor less (a) any sums owed by Ardana to Columbia; and (b) any
          sums attributable to any damage to Finished Product.

     16.3.6 Ardana shall at Columbia's cost and expense promptly pack and ship
          to such destination as Columbia may direct all Finished Product other
          than that in relation to which Columbia exercises its option under
          Clause 16.3.5;

     16.3.7 The provisions of Clauses 13 and 14 shall continue to apply.

16.4 Upon termination of this Agreement as a result of a non-renewal notice by
     Columbia pursuant to Clause 15:

     16.4.1 the provisions of Clause 16.3.2, 16.3.3 and 16.3.4 shall apply;

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     16.4.2 Columbia shall repurchase all of the Finished Product (other than
          Finished Product which has become unsaleable due to any act or
          omission of Ardana or any of its Affiliates) then owned by Ardana at a
          price equal to the price paid by Ardana therefor less (a) any sums
          owed by Ardana to Columbia; and (b) any sums attributable to any
          damage to Finished Product; and Ardana shall have no obligation to
          purchase Product ordered by Ardana but not yet delivered by Columbia;

     16.4.3 [***]

     16.4.4 the provisions of Clauses 13 and 14 shall continue to apply.

16.5 Upon termination of this Agreement by Ardana pursuant to Clause 16.1:

     16.5.1 the license granted to Ardana under Clause 2.1 shall continue;

     16.5.2 if at the date of termination any of the European Regulatory
          Applications are still being progressed Columbia shall procure that
          Columbia UK ceases such activity and shall procure that to the extent
          possible under Applicable Law Columbia UK transfers the outstanding
          European Regulatory Applications into the name of Ardana. In the event
          that in any country of the Territory such a transfer is not possible
          Columbia shall ensure that Ardana can proceed with the European
          Regulatory Applications in Ardanas own name and to this end hereby
          grants to Ardana (in so granting acting as duly authorized agent for
          Columbia UK) irrevocable permission to cross refer to the European
          Regulatory Applications in the name of Columbia UK when filing such
          European Regulatory Applications in Ardana's own name;

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          16.5.3 Thereafter Ardana shall have the right exercisable in its
               discretion to terminate its obligation to obtain its requirements
               of Finished Product from Columbia under Clause 2.2 and the
               corresponding manufacturing and supply provisions of this
               Agreement set out in Clauses 5, 7 and 10 on giving 30 days
               written notice to Columbia.

          16.5.4 Where Ardana terminates the manufacture and supply arrangements
               under the provisions of Clause 16.5.3 Ardana shall pay to
               Columbia a royalty equal to [***]. If Ardana exercises its rights
               under Clause 16.5.3, Columbia will at its own cost and expense
               procure that its contract manufacturer or contract manufacturers
               provide such reasonable technical and other assistance as may be
               required in order to ensure that Ardana is able to manufacture or
               have manufactured Finished Product. Ardana shall be free to
               contract for the manufacture and supply of Product and/or
               Finished Product with any contract manufacturer previously
               appointed by Columbia;

          16.5.5 Ardana shall make the payments due to Columbia under Clause
               16.5.4 at Quarterly intervals. Within 30 days of the end of each
               Quarter Ardana shall prepare a statement which shall show on a
               country by country basis in the Territory for the previous
               Quarter all monies due to Columbia. That statement shall be
               submitted to Columbia within 30 days of the end of the Quarter to
               which it relates together with remittance of the monies due. The
               following provisions shall also apply:

               16.5.5.1 Ardana shall pay the sums due to Columbia from a single
                    source in Euros. Such payments shall be made free and clear
                    of and without deduction or deferment in respect of any
                    disputes or claims whatsoever and/or as far as is legally
                    possible in respect of any taxes imposed by or under the
                    authority of any government or public authority. Any tax
                    (other than VAT) which Ardana is required to pay or withhold
                    in respect of the payments to be made to Columbia hereunder
                    shall be deducted from the amount otherwise due provided
                    that, in regard to any such deduction, Ardana shall give
                    Columbia such assistance,

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                    which shall include the provision of such documentation as
                    may be required by any revenue authority and other revenue
                    services, as may reasonably be necessary to enable Columbia
                    to claim exemption therefrom or obtain a repayment thereof
                    or a reduction thereof and shall upon request provide such
                    additional documentation from time to time as is needed to
                    confirm the payment of tax. For the avoidance of doubt it is
                    declared and agreed that Ardana shall be liable to pay
                    Columbia the full amount of all sums due notwithstanding any
                    reason why monies in respect of any relevant sales cannot be
                    remitted to the country in which they are headquartered.

               16.5.5.2 Where Finished Product is sold in a currency other than
                    Euros the rate of exchange to be used for converting such
                    other currency into Euros shall be the midpoint rate at
                    which such other currency can be sold for Euros as listed in
                    the Financial Times published on the first working date
                    after the last working date for the period for which payment
                    is to be made.

          16.5.6 Ardana shall keep and shall procure that its Affiliates,
               agents, distributors and sublicensees keep true and accurate
               records and books of account containing all data necessary for
               the calculation of the amounts payable by it to Columbia pursuant
               to this Agreement, and in particular but without limitation data
               relating to the calculation of Net Sales. Those records and books
               of account shall be kept for seven (7) years following the end of
               the Year to which they relate. Upon Columbia's (the "Assessing
               Party") written request a firm of accountants appointed by
               agreement between the Parties (or, failing such agreement within
               ten (10) Business Days of the initiation of discussions between
               them on this point and at the request of either Party by the
               President for the time being of the Institute of Chartered
               Accountants of England and Wales in London) shall carry out a
               review procedure in relation to Ardana's (the "Assessed Party")
               as follows:

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          16.5.6.1 such firm of accountants shall be given access to and shall
               be permitted to examine and copy such books and records upon
               twenty (20) Business Days notice having been given by the
               Assessing Party and at all reasonable times on Business Days for
               the purpose of certifying to the Assessing Party that the Net
               Sales calculated by the Assessed Party its Affiliates and/or
               agents, distributors or licensees during any Year was calculated
               in accordance with Clause 1.1.28 or, if this is not their
               opinion, to indicate that this is the case and to specify in
               detail why the Net Sales figures were not so calculated. The
               Parties shall then recalculate the Net Sales in accordance with
               such detailed guidance;

          16.5.6.2 prior to any such examination taking place, such firm of
               accountants shall undertake to the Assessed Party in a deed that
               they shall keep all information and data contained in such books
               and records, strictly confidential and shall not disclose such
               information or copies of such books and records to any third
               person including the Assessing Party, but shall only use the same
               for the purpose of the calculations which they need to perform in
               order to issue the certificate to the Assessing Party which this
               Clause 16.5.6 envisages;

          16.5.6.3 any such access examination and certification shall occur no
               more frequently than once per year and will not go back over
               records more than two (2) years old unless a discrepancy is
               found;

          16.5.6.4 the Assessed Party shall make available personnel to answer
               queries on all books and records required for the purpose of that
               certification;

          16.5.6.5 the cost of the accountant shall be the responsibility of the
               Assessed Party if the Parties recalculation shows the Assessed
               Party's previous figures supplied to the Assessing Party to be

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               inaccurate by more than five per cent (5%) and the responsibility
               of the Assessing Party otherwise. Within ten (10) Business Days
               following any such recalculation any monies which such
               recalculation shows as being due and owing by one Party to the
               other shall be paid by that Party.

     16.5.7 at its option, Columbia shall continue to prosecute, maintain and
          defend the Columbia Patent Rights and Trademarks as specified in
          Clause 2 or shall transfer to Ardana the files and papers necessary
          for Ardana to do so, following which Ardana shall undertake such
          prosecution, maintenance and defence using its reasonable commercial
          judgement and deduct the cost and expense thereof from the royalties
          payable by Ardana under Clause 16.5.4.

     16.5.8 the provisions of Clauses 2.3 to 2.6 inclusive, 2.8 as appropriate,
          2.9 to 2.16 inclusive, 3, 4, 9, 11, 13, 14, 18 and 19 shall continue
          to apply.

17.  FORCE MAJEURE

17.1 The obligations of the either Party hereunder shall be suspended during the
     time and to the extent that such Party is prevented from complying
     therewith due to Force Majeure.

17.2 As soon as possible after being affected by a Force Majeure circumstance,
     the Party so affected shall furnish to the other Party all particulars of
     the Force Majeure and the manner in which its performance is thereby
     prevented or delayed. The Party whose obligations hereunder have been
     suspended shall promptly and diligently pursue appropriate action to enable
     it to lift the Force Majeure situation, except that a Party shall not be
     obligated to settle any strike, lockout or other labor difficulty on terms
     contrary to its wishes.

18.  RECORDS INSPECTION; RECORD RETENTION

18.1 Columbia shall ensure that its contract manufacturer retains all production
     records of the processing and manufacture of the Finished Product in
     accordance with all relevant guidelines and applicable laws in the
     Territory. Columbia will retain samples of the Product as are required in
     all countries where Regulatory Approval has been obtained. Once during each
     calendar year, Columbia shall ensure and/or Columbia

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     shall permit Ardana or its duly authorized representatives, upon reasonable
     written notice and at any reasonable time during normal business hours, can
     visit and inspect the production, testing, packing, and shipping facilities
     for the Product during normal business hours to verify compliance with this
     Agreement.

18.2 Once during each calendar year, Ardana shall permit Columbia or its duly
     authorized representatives, upon reasonable written notice and at any
     reasonable time during normal business hours, to have access to, and to
     inspect distribution, packaging and/or storage facilities relating to the
     Product.

     Any inspection shall be at the expense the Party conducting such
     inspection.

18.3 Retention of Records. All documentation, records, raw data, and specimens
     pertaining to this Agreement will be held for the length of time required
     under Applicable Law.

19.  GENERAL PROVISIONS

19.1 Independent Contractors. Ardana and Columbia are independent of each other
     and nothing contained herein shall be construed to create a joint venture,
     partnership or similar relationship. Neither Party is authorized to, nor
     shall it, incur any liability whatsoever for which the other may become
     directly, indirectly or contingently liable.

19.2 Dispute Resolution; Consent to Jurisdiction. This Agreement shall be
     construed and interpreted in accordance with English law without regard to
     principles related to conflicts of laws. The parties expressly agree that
     the United Nations Convention on Contracts for the International Sale of
     Goods shall not apply to the interpretation and construction of this
     Agreement. In an effort to resolve informally and amicably any claim,
     controversy or dispute (whether such claim, sounds in contract, tort, or
     otherwise) arising out of or relating to this Agreement, or the breach
     thereof (a "Dispute"), each Party shall notify the other in writing of a
     Dispute hereunder that requires resolution. Such notice shall set forth the
     nature of the Dispute, the amount, if any, involved and the remedy sought.
     Each Party shall designate a representative who shall be empowered to
     investigate, discuss and seek to settle the Dispute. If the two
     representatives are unable to settle the Dispute within thirty (30) days
     after proper notification, the Dispute shall be submitted to the Chief
     Executive Officer of each Party for consideration for an additional thirty
     (30) days. If the Dispute remains

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     unresolved after said sixty (60) day period, either Party shall have a
     right to commence any action, suit or proceeding with respect to such
     Dispute in a court of competent jurisdiction. The venue for such action,
     suit or proceeding shall be in the English Courts. No provision of, or the
     exercise of any rights under, this Agreement shall limit the right of the
     parties to obtain, apply for, or resort to court ordered injunctive relief.
     Ardana and Columbia each further irrevocably consent to the service of any
     complaint, summons, notice or other process by delivery thereof to it by
     any manner in which notices may be given pursuant to this Agreement.

19.3 Notices.

     19.3.1 Any notice or other communication given pursuant to or made under or
          in connection with the matters contemplated by this Agreement shall be
          in writing in the English language and shall be delivered by hand or
          by courier or shall be sent by recorded delivery to the address of the
          recipient set out in Exhibit F or as specified by the recipient from
          time to time in accordance with Clause 19.3.3. Notices sent by hand or
          by courier shall require a written receipt of delivery. Notices sent
          by fax or E-Mail shall not be valid of themselves and must be
          confirmed in hard copy form by hand or by recorded delivery.

     19.3.2 Any notice given pursuant to this Clause shall be deemed to have
          been received:

          19.3.2.1 if delivered by hand or by courier, at the time of delivery
               as evidenced in the receipt of delivery; or

          19.3.2.2 if sent by recorded delivery, at the time of delivery.

     19.3.3 A Party may notify the other Parties to this Agreement of a change
          of its name, relevant addressee, address or facsimile number for the
          purposes of Exhibit F provided that such notification shall only be
          effective on:

          19.3.3.1 the date specified in the notification as the date on which
               the change is to take place; or

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          19.3.3.2 if no date is specified or the date specified is less than
               (five) clear Business Days after the date on which the notice is
               given, the date falling five clear Business Days after notice of
               any such change has been given.

19.4 Assignment. Columbia shall not assign this Agreement without also assigning
     to the same assignee the Columbia Patent Rights and Trademarks and
     conversely may not assign the rights the Columbia Patent Rights and Trade
     Marks (other than to an Affiliate) without also assigning to the same
     assignee this Agreement. Ardana shall not assign this Agreement without
     also assigning to the same assignee the rights the subject of Clause 2.6
     and the MAs and conversely may not assign the rights the subject of Clause
     2.6 and the MAs (other than to an Affiliate) without also assigning to the
     same assignee this Agreement. This Agreement shall not be assignable by
     either Ardana on the one hand or by Columbia on the other hand ("Assignor")
     without the written consent of the other ("Remaining Party") such consent
     not to be unreasonably withheld, provided however that either Party may
     assign this Agreement to any Affiliate or to a corporation with which such
     Party may merge or consolidate, or to which it may transfer all or
     substantially all of its assets to which this Agreement relates, subject to
     obtaining a direct deed of undertaking from such corporation addressed to
     the Remaining Party agreeing to be bound by all the terms of this
     Agreement.

19.5 Amendment and Waiver. This Agreement (including the Exhibits hereto) may be
     amended, modified, superseded or cancelled, and any other of the terms or
     conditions hereof may be modified, only by a written instrument executed by
     both parties hereto or, in the case of a waiver, by the Party waiving
     compliance. Failure of any Party at any time or times to require
     performance of any provision hereof shall in no manner affect the right of
     such Party at a later time to enforce the same, and no waiver of any
     nature, whether by conduct or otherwise, in any one or more instances,
     shall be deemed to be or considered as a further or continuing waiver of
     any other provision of this Agreement.

19.6 Severability. In the event that any one or more of the agreements,
     provisions or terms contained herein shall be declared invalid, illegal or
     unenforceable in any respect, the

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     validity of the remaining agreements, provisions of terms contained herein
     shall in no way be affected, prejudiced or invalidated thereby.

19.7 Entire Agreement. This Agreement, together with the Exhibits hereto,
     contains the entire agreement between the parties hereto and supersedes any
     agreements between them with respect to the subject matter hereof.

19.8 Section Headings. The section headings contained in this Agreement are for
     reference purposes only and shall not affect in any way the meaning or
     interpretation of this Agreement.

19.9 Counterparts. This Agreement may be executed in any number of separate
     counterparts, each of which shall be deemed to be an original, but which
     together shall constitute one and the same instrument.

19.10 Columbia Laboratories, Inc. hereby agrees, by executing this Agreement in
     the space provided below and subject to Ardana's full compliance with the
     procedures set forth in Clause 13.3 to indemnify, defend and hold Ardana
     harmless for all liability, loss, damage, cost and expense (including legal
     costs) incurred or suffered by Ardana as a result of any breach of warranty
     by Columbia under 13.1 in the event that Columbia fails to satisfy any
     claim of Ardana for such breach under the provisions of Clause 13.3.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

     ARDANA BIOSCIENCE                           COLUMBIA LABORATORIES
     LIMITED                                     (BERMUDA), LTD.


By:  /S/ Simon G. Best                      By:  /S/ Fred Wilkinson
     --------------------------------------      -------------------------------
     Simon G. Best                               Fred Wilkinson
     Name                                        Name

     CEO                                         President
     Title                                       Title

     16th October 2002                           16th October 2002
     Date                                        Date

     AGREED TO SOLELY FOR
     PURPOSES OF CLAUSE 19.10:

     COLUMBIA LABORATORIES, INC.


By:  /S/ Fred Wilkinson
     --------------------------------------
     Fred Wilkinson
     Name

     President & CEO
     Title

     16th October 2002
     Date

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                                    EXHIBIT A

                        EUROPEAN PATENTS AND APPLICATIONS

                           "Basic Bioadhesive" Family

Patent No:

EP 163 696 B1 and all corresponding national patents in the Territory

EP 501 523 B1 and all corresponding national patents in the Territory

The Parties acknowledge that without SPC extension these patents will expire in
November 2003.

                             "Buccal Tablet" Family

Published Patent Application No:

EP 1 105 104 A1 and any future corresponding nation patents in the Territory

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                                    EXHIBIT B

                                    TERRITORY

                                     Austria

                                     Belgium

                                     Denmark

                                     Finland

                                     France

                                     Germany

                                     Greece

                                     Ireland

                                   Luxembourg

                                   Netherlands

                                    Portugal

                                      Spain

                                     Sweden

                                 United Kingdom

                                     Norway

                                   Switzerland

                                  Liechtenstein

                                     Monaco

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                                    EXHIBIT C

                                OPTION COUNTRIES

                                      [***]

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                                    EXHIBIT D

                          MINIMUM PURCHASE REQUIREMENTS

-----------------------------------   ------------------------------------------
YEAR                                  UNITS
-----------------------------------   ------------------------------------------
[***]                                 [***]
-----------------------------------   ------------------------------------------

Assumptions

     1.   Years start from the first of the month following First Commercial
          Sale in a Major Market in the Territory
     2.   [***] assumes regulatory approval in UK occurs before [***]
     3.   [***] assumes regulatory and reimbursement approval in [***]
     4.   If either of these assumptions proves incorrect the Parties will
          renegotiate the Minimum Purchase Requirements in this table under the
          provisions of Clause 7.5.
     5.   A unit is one 60 tablet package or the equivalent number of tablets in
          other package volumes.

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                                    EXHIBIT E

                                EXPERT'S DECISION

1.   Any matter or dispute to be determined by an expert under this Agreement.
     ("Expert") shall be referred to a person suitably qualified to determine
     that particular matter or dispute who shall be nominated jointly by the
     Parties or, failing agreement between the Parties within twenty (20)
     Business Days of a written request by either Party to the other seeking to
     initiate the Expert's decision procedure, either party may request the
     President for the time being of the Association of the British
     Pharmaceutical Industry or any successor body to it to nominate the Expert.

2.   The Parties shall with fourteen (14) days of the appointment of the Expert
     meet with him/her in order to agree the program for oral written and oral
     submissions provided for in Clause 7.5.

3.   In all cases the terms of appointment of the expert by whomsoever appointed
     shall include:

     3.1. a commitment by the Parties to share equally the expert's fee;

     3.2. a requirement on the expert to act fairly as between the Parties and
          according to the principles of natural justice;

     3.3. a requirement on the expert to hold professional indemnity insurance
          both then and for three years following the date of his/her
          determination;

     3.4. a commitment by the Parties to supply to the expert the submissions
          the subject of Clause 7.5 all such assistance, documents and
          information as he/she may require for the purpose of his or her
          determination.

     3.5. a commitment by the Parties that all negotiations connected with the
          dispute shall be conducted in confidence and without prejudice to the
          rights of the parties in any future proceedings.

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4.   The expert shall give a written decision which shall contain a factual
     analysis, his/her conclusions and the reasons for his conclusions.

5.   The expert's decision shall be final and binding on the Parties (save in
     the case of negligence or manifest error).

6.   The parties expressly acknowledge and agree that they do not intend the
     reference to the expert to constitute an arbitration within the scope of
     any arbitration legislation, the expert's decision is not a quasi judicial
     procedure and the parties shall have no right of appeal against the
     expert's decision provided always that this shall not be construed as
     waiving any rights the parties might have against the expert for breaching
     his/her terms of appointment or otherwise being negligent.

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                                    EXHIBIT F

                         NAMES AND ADDRESSES FOR NOTICES

If to Columbia Laboratories (Bermuda), Ltd.,

     Columbia Laboratories (Bermuda), Ltd.
     P.O. Box HM 1179
     Cedar House
     41 Cedar Avenue
     Hamilton HM 12
     Bermuda
     Attention: Secretary
     Tel: (441) 295-2244
     Fax: (441) 292-8666
          (441) 295-5328

If to Columbia Laboratories, Inc.,

     Columbia Laboratories, Inc.
     220 South Orange Avenue
     Livingston, New Jersey 07039
     Attention: President
     Tel: (973) 994-3999
     Fax: (973) 994-3001

     With copy to:

     Columbia Laboratories, Inc.
     220 South Orange Avenue
     Livingston, New Jersey 07039
     Attention: General Counsel
     Tel: (973) 994-3999
     Fax: (973) 994-3001

If to Ardana Biosciences Limited:

COO
Ardana Biosciences Limited
58 Queen Street
Edinburgh
EH2 3NS

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