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Exhibit 10.38

                            ARDANA BIOSCIENCE LIMITED

                                       and

                      COLUMBIA LABORATORIES (BERMUDA), LTD.

                                       and

                           COLUMBIA LABORATORIES, INC.

                                   ----------

                        DEVELOPMENT AND LICENSE AGREEMENT

                                   ----------

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DEVELOPMENT AND LICENSE AGREEMENT, dated as of 26 December 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
("Bermuda") and COLUMBIA LABORATORIES, INC., a US corporation incorporated in
Delaware having its principal place of business at 354 Eisenhower Parkway, Plaza
1, Second Floor, Livingston, NJ 07039 ("COB") (jointly, "Columbia", which shall
be used to refer to either or both Bermuda and COB as appropriate -- COB
generally with regard to US activities, rights, and obligations, and Bermuda
generally with regard to activities, rights, and obligations outside the US).

RECITALS:

(A)  COB owns certain Patent Rights in the USA relating to a bioadhesive
     delivery technology and in relation to certain uterine pass technology and
     is also the owner of certain Know How in relation to their use in
     conjunction with a treatment agent in a clinical setting. Bermuda owns
     certain corresponding Patent Rights which exist outside the USA.

(B)  Ardana is a specialty pharmaceutical company specialising in the research,
     development, marketing and sale of products in the field of reproductive
     health.

(C)  The parties are interested in co-developing the bioadhesive delivery and
     uterine pass technologies in conjunction with the compound known as
     terbutaline in North America and Europe with a view to obtaining marketing
     authorisations for and subsequently selling the resultant product in North
     America and Europe, and arranging for the sale of such product in the rest
     of the world.

(D)  This Agreement sets out the terms upon which such co-development is to be
     conducted and provides for the subsequent rights and obligations of the
     Parties.

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 development and license
                    agreement (which expression shall be deemed to include the
                    Recitals and Exhibits hereto).

          1.1.3     "Allocable Overhead" - either a standard percentage rate
                    agreed to by the Parties for each of them to be added to an
                    item of cost, failing which means the addition to an item of
                    cost of other relevant pro-rated costs incurred by a party
                    or for its account which are attributable to the operation
                    by such party of its service departments including human
                    relations, information systems, payroll, purchasing,
                    supervisory and other internal groups or which are
                    attributable to its occupancy provided that such party
                    normally allocates such service department costs to its
                    departments or project groups based on space occupied or
                    headcount or other activity-based method in a manner
                    consistently applied by such party. Allocable Overhead shall
                    not include any costs attributable to corporate activities
                    of an exceptional nature including, by way of example of
                    each, costs relating to acquisitions or disposals or other
                    corporate transactions, or to routine corporate activities
                    not related directly to the subject of this Agreement
                    including, for example, public and investor relations
                    activities, and CEO functions.

          1.1.4     "Applicable Laws" means all applicable laws, rules,
                    regulations, directives and guidelines (including any
                    amendments, extensions or replacements thereto) (i) in any
                    country that apply to the development or to the

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                    Commercialization of the Product in such country; and (ii)
                    in any country that apply to the performance of either
                    Party's obligations or covenants under this Agreement.

          1.1.5     "Ardana Negative Election" - an election by Ardana pursuant
                    to Clause 4.1 that it wishes to discontinue the
                    co-development and Commercialisation of Candidate Product
                    and resultant Product.

          1.1.6     "Ardana Positive Election" - an election by Ardana pursuant
                    to Clause 4.1 that it wishes to continue with the
                    co-development and Commercialisation of Candidate Product
                    and resultant Product.

          1.1.7     "Ardana Territory" - Europe, together with (with the
                    exception of the use of this definition in the provisions of
                    Clause 8) any territory allocated to Ardana under the
                    provisions of Clause 8.1.

          1.1.8     "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 (or any part
                    thereof).

          1.1.9     "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;

                    (c)  U.S. Code of Federal Regulations Title 21, Parts 210
                         and 211, as may be amended from time to time; and

                    (d)  the equivalent law or regulation in any country .

          1.1.10    "Candidate Product" - the compound known as Terbutaline
                    delivered utilising the Columbia Technology as a vaginal gel
                    in a finished pharmaceutical dosage form, for the
                    indications determined by the DC for so long as the DC
                    exists.

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          1.1.11    "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.

          1.1.12    "Clinical Trial Material" or "CTM" - Candidate Product
                    manufactured in compliance with cGMP in a form suitable for
                    administration and dosing to humans in Clinical Trials.

          1.1.13    "Clinical Trials" - means any or all of the Phase I Clinical
                    Trials, Phase II Clinical Trials or Phase III Clinical
                    Trials.

          1.1.14    "Columbia IP" - all intellectual property or other rights
                    relating to or comprised in the Columbia Technology,
                    including without limitation all Patent Rights (including
                    the Patent Rights listed in Exhibit A), Know How, trade
                    secrets, technology, disclosures, inventions, discoveries,
                    and other information whether patentable or not, owned or
                    licensed by Columbia or a Columbia Affiliate at the
                    Commencement Date, or thereafter.

          1.1.15    "Columbia Negative Election" - an election by Columbia
                    pursuant to Clause 4.1 that it wishes to discontinue the
                    co-development and commercialisation of Candidate Product
                    and resultant Product.

          1.1.16    "Columbia Patent Rights" - the Patent Rights relating to or
                    comprised in the Columbia Technology, at or after the
                    Commencement Date.

          1.1.17    "Columbia Positive Election" - an election by Columbia
                    pursuant to Clause 4.1 that it wishes to continue with the
                    co-development and Commercialisation of Candidate Product
                    and resultant Product.

          1.1.18    "Columbia Technology" - Columbia's proprietary delivery,
                    bioadhesive delivery, and uterine pass technologies,
                    disclosed to Ardana for the purposes of carrying out the
                    Development Program in relation to Candidate Product and
                    which shall include without limitation the inventions
                    claimed or disclosed in the Patent Rights listed in Exhibit
                    A, and all related Know How owned or licensed to Columbia as
                    of the Commencement Date including,

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                    without limitation, any pre-clinical or clinical data
                    relating to the use thereof with or without Terbutaline, as
                    well as any and all Improvements that arise during the term
                    of this Agreement.

          1.1.19    "Columbia Territory" - North America together with (with the
                    exception of the use of this definition in the provisions of
                    Clause 8) any territory allocated to Columbia under the
                    provisions of Clause 8.1.

          1.1.20    "Commencement Date" means the date of execution of this
                    Agreement.

          1.1.21    "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 including:

                    (1)  determining the pricing of Product in a country
                         and, if relevant, obtaining the pricing or
                         reimbursement approval for Product in such
                         country;

                    (2)  establishing the Trade Marks to be used for
                         Product in a country;

                    (3)  establishing the Trade Dress, Packaging and
                         Labelling for Product in a country;

                    (4)  establishing the commercial launch program and the
                         distribution chain for Product in a country.

          1.1.22    "Commercialization Committee" - the joint committee of the
                    Parties established pursuant to Clause 5.6.6 for the
                    co-ordination of Commercialization and liaison between the
                    Parties in respect of the same.

          1.1.23    "Commercialisation Costs" - any costs and expenses incurred
                    by either Party in relation to commercialisation.

          1.1.24    "Commercialisation Know How" - any and all Know How relating
                    to Commercialisation.

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          1.1.25    "Common Technical Document" or "CTD" - the common technical
                    document relating to the Candidate Product which shall be
                    generated pursuant to the Development Program and which is
                    sufficient to fulfill the requirements for filing an
                    application for Regulatory Approval with the FDA and for
                    Marketing Authorisation with the EMEA.

          1.1.26    "Confidential Information" - means all materials, trade
                    secrets, or other commercially sensitive information,
                    including without limitation, proprietary information, that
                    the Disclosing Party reasonably deems and treats as
                    confidential when disclosed or made available to, or
                    otherwise coming into the possession of, the other Party in
                    relation to the performance of this Agreement which for the
                    avoidance of doubt shall in the case of obligations on
                    Ardana in relation to Confidential Information, include
                    without limitation Know How forming part of Columbia IP and,
                    in the case of both Ardana and Columbia, shall include
                    without limitation Joint Program Know How and
                    Commercialisation Know How.

          1.1.27    "Co-ordination Committee" or "CC" - the committee to be
                    established pursuant to Clause 8.4 for the management by the
                    Parties of the clinical development and Commercialisation by
                    a ROW Partner.

          1.1.28    "Development Budget" - a budget for a particular Year of the
                    Development Program being an estimate of Development Costs
                    to third parties to be incurred by the Parties in relation
                    to the Development Program during such year.

          1.1.29    "Development Committee" or "DC" - the joint committee of the
                    Parties established pursuant to Clause 2 to manage the
                    Development Program subject to referral to the Chief
                    Executive Officers of the Parties as specified in Clause 2.

          1.1.30    "Development Costs" - means:

                    (a)  all reasonable costs and expenses (priced on a
                         competitive basis) paid by either of the Parties
                         to third parties in connection with the Second

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                         Development Program (including, for the avoidance
                         of doubt, the preparation of the CTD) conducted
                         externally (whether through a direct relationship
                         with a consultant or a clinical investigator or
                         through a contract research organisation) and in
                         all cases including the costs and expenses
                         incurred to such third party for data management,
                         statistical designs and studies, report
                         preparation and other administrative expenses of
                         such third party associated with the Second
                         Development Program;

                    (b)  all costs and expenses paid by either of the
                         Parties to third parties including to outside
                         patent attorneys, legal counsel and experts for
                         the preparation, filing, prosecution and
                         maintenance of Joint Program Patent Rights
                         including costs of patent interference,
                         opposition, re-examination, reissue, and
                         revocation proceedings or requests for patent term
                         or SPC extensions relating thereto to the extent
                         the same occurs during the period of the
                         Development Program; and

                    (c)  the Fully Burdened Manufacturing Costs incurred in
                         connection with supply of CTM for the Second
                         Development Program.

                    For the avoidance of doubt it is stated that Development
                    Costs shall not include related Allocable Overhead nor shall
                    they include Commercialisation Costs (the treatment of which
                    is governed by Clause 5.6).

          1.1.31    "Development Program" - the First Development Program and
                    the Second Development Program.

          1.1.32    "Documents" - reports, research notes, charts, graphs,
                    comments, computations, analyses, recordings, photographs,
                    paper, notebooks, books, files, ledgers, records, tapes,
                    discs, diskettes, CD-ROM, computer information storage means
                    and any other media on which Know How can be permanently
                    stored.

          1.1.33    "EMEA" - European Medicines Evaluation Agency or any
                    successor group thereto.

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          1.1.34    "Europe" - shall mean Austria, Belgium, Denmark, Finland,
                    France, Germany, Luxembourg, Netherlands, Spain, Sweden,
                    United Kingdom, Norway, Switzerland, Liechtenstein, Monaco,
                    Bulgaria, Czech Republic, Estonia, Hungary, Latvia,
                    Lithuania, Poland, Romania, Slovak Republic, Slovenia,
                    Malta, Cyprus, Turkey, Albania, Bosnia and Herzegovina,
                    Croatia, Kosovo, The Former Yugoslav Republic Of Macedonia,
                    Serbia, and Montenegro. For the avoidance of doubt, Europe,
                    for purposes of this Agreement, shall not mean Greece,
                    Ireland, Italy (including San Marino and Vatican City), and
                    Portugal, unless and until the conditions of Clause 21.2
                    shall have been met.

          1.1.35    "FDA" means the Governmental Authority in the USA with the
                    name "Food and Drug Administration" or any successor agency
                    thereof.

          1.1.36    "Finished Product" - Product Packaged and Labelled and ready
                    for ultimate commercial sale or use.

          1.1.37    "First Commercial Sale" - the first invoiced commercial sale
                    by a Party, its Affiliates, agents or sublicensees in any
                    country after grant of Regulatory Approval or Marketing
                    Authorisation and pricing approval for Product (if required
                    in that country) in such country by the appropriate
                    Governmental Authority.

          1.1.38    "First Development Program" - the detailed program of work
                    commencing upon the Commencement Date to be conducted by the
                    Parties comprising Formulation Work and the clinical
                    development of Candidate Product up to the Point of Proof of
                    Principle which is set out in Exhibit B hereto.

          1.1.39    "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,

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                    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.

          1.1.40    "Formal Presentation" - in relation to the results of any
                    preclinical study or any Clinical Trial means an oral
                    presentation of the results of such preclinical study or
                    Clinical Trial following its conclusion with supporting
                    written evidence but does not mean the final formal written
                    report of the results of the preclinical study or Clinical
                    Trial containing the final assessment of the results
                    properly quality assured.

          1.1.41    "Formulation Work" - the work to be conducted by Columbia
                    under the First Development Program as set out in the First
                    Development Program in relation to the formulation of the
                    Candidate Product.

          1.1.42    "FTE" - a period of time equivalent to the number of hours
                    that an employee in the full time employment of either Party
                    shall be obliged to spend at work in any twelve (12) month
                    period of continuous employment.

          1.1.43    "Fully Burdened Manufacturing Cost" - means: the cost of
                    producing the CTM or Finished Product including raw material
                    costs, direct labour costs, direct utilities and other
                    energy costs and direct product quality assurance/control
                    costs and including any applicable Allocable Overhead. For
                    the avoidance of doubt such Fully Burdened

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                    Manufacturing Costs chargeable under this Agreement the
                    Parties will apply GAAP in a consistent manner.

          1.1.44    "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

                    (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.

          1.1.45    "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.

          1.1.46    "Good Laboratory Practice" or "GLP" - laboratory practice as
                    set out in:

                    (a)  Directive 87/18/EEC as may be amended from time to
                         time; and

                    (b)  US Code of Federal Regulations, Title 21, Part 58 (Good
                         Laboratory Practice for Nonclinical Laboratory Studies)
                         as may be amended from time to time; and

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                    (c)  the equivalent law or regulation in any territory.

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

          1.1.48    "Improvements" - all improvements, enhancements, or
                    modifications, whether or not patentable, to the Columbia
                    Technology, including without limitation any new
                    formulations, technologies, or other inventions either made,
                    obtained, or licensed by or on behalf of either of Columbia
                    or its Affiliates, during the term of this Agreement or made
                    or obtained by Ardana during the term of this Agreement
                    provided that in the case of Ardana all such improvements,
                    enhancements, or modifications were so made and obtained
                    utilising or derived from the Columbia Technology and such
                    improvements, enhancements, or modifications shall not
                    include any of the same independently developed by or on
                    behalf of Ardana without access to the Columbia Technology.
                    For the avoidance of doubt, at the request of Columbia,
                    Ardana shall establish by clear and convincing evidence that
                    any improvements, enhancements, or modifications to be
                    excluded from Improvements were made or obtained by or on
                    behalf of Ardana independently without access to the
                    Columbia Technology. Also for the avoidance of doubt it is
                    declared and agreed that Improvements:

                    1.1.48.1  includes, without limitation, the results of any
                              and all Formulation Work; and

                    1.1.48.2  excludes:

                              (a)  all pre-clinical and clinical data generated
                                   after the Commencement Date and during the
                                   Term of this Agreement to the extent it
                                   relates to the use of terbutaline with such
                                   Columbia Technology; and

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                              (b)  all discoveries unrelated to the subject
                                   matters of the Columbia Technology, such as,
                                   for example, a new indication for terbutaline
                                   that is independent of the delivery
                                   formulation or mechanism.

          1.1.49    "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
                         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

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                    (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 Bermuda under the laws of Bermuda and in
                         the case of COB under the laws of USA but for avoidance
                         of doubt including in the case of COB 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

                    (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.

          1.1.50    "Joint Program IP" -Joint Program Patent Rights and any
                    other intellectual property or other rights relating to or
                    comprised in Joint Program Know How, including without
                    limitation all Patent Rights, trade secrets, technology,
                    disclosures, inventions, discoveries, and other information,
                    whether patentable or not, which for the avoidance of doubt
                    excludes any Columbia IP or any rights to Columbia
                    Technology.

          1.1.51    "Joint Program Know How" - Know How conceived, generated or
                    developed by or on behalf of either Party during the
                    performance of the

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                    Development Program including in particular any Know How
                    comprising or relating to the CTD but which for the
                    avoidance of doubt excludes any Know How relating to the
                    Columbia Technology.

          1.1.52    "Joint Program Patent Rights" - any Patent Rights claiming
                    or covering or otherwise based on inventions forming part of
                    Joint Program Know How, but which for the avoidance of doubt
                    excludes any Columbia Patent Rights.

          1.1.53    "Know How" - technical and other information which is not in
                    the public domain, including information comprising or
                    relating to concepts, discoveries, data, designs, formulae,
                    ideas, inventions, methods, models, assays, research plans,
                    procedures, designs for experiments and tests and results of
                    experimentation and testing (including results of research
                    or development), processes (including manufacturing
                    processes, specifications and techniques), laboratory
                    records, chemical, pharmacological, toxicological, clinical,
                    analytical and quality control data, trial data, case report
                    forms, data analyses, reports, manufacturing data or
                    summaries and information contained in submissions to and
                    information from ethical committees and regulatory
                    authorities. Know How includes Documents containing Know
                    How. The fact that an item is known to the public shall not
                    be taken to preclude the possibility that a compilation
                    including the item, and/or a development relating to the
                    item, is not known to the public.

          1.1.54    "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.

          1.1.55    "Marketing Authorisation or MA" - the Regulatory Approval
                    required from a Governmental Authority in any country to
                    market and sell Product in such country, but not any form of
                    pricing or reimbursement approval.

          1.1.56    "Net Revenues" - shall mean in the case where pursuant to
                    Clause 4.5 or 5.8 a Third Party is licensed to develop, use,
                    import, have imported, market,

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                    distribute and sell or have marketed, distributed or sold
                    Product on a worldwide basis or in the case where pursuant
                    to Clause 8 it has been decided to appoint a ROW Partner to
                    develop, use, import, have imported, market, distribute and
                    sell or have marketed, distributed or sold the Product in
                    any territory of ROW Net Revenues shall mean all sums
                    received by either Party in respect of such licence whether
                    signature fees, up-front payments, milestone payments,
                    royalty payments or any other payments whatsoever except for
                    Fully Burdened Manufacturing Costs paid to Columbia if
                    Columbia manufacture Product for such Third Party licensee
                    which shall be separately paid to Columbia.

          1.1.57    "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 charge backs, 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 GAAP
                    or its successor in the UK in the case of Ardana and in the
                    US in the case of Columbia.

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                    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 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.

          1.1.58    "North America" shall mean Antigua and Barbuda, The Bahamas,
                    Barbados, Belize, Bermuda, Canada, Costa Rica, Cuba,
                    Dominica, Domican Republic, El Salvador, Greenland, Grenada,
                    Guatemala, Haiti, Honduras, Jamaica, Mexico, Nicaragua,
                    Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent
                    and the Grenadines, Trinidad and Tobago, and the USA.

          1.1.59    "Parties" shall mean Columbia and Ardana and "Party" shall
                    mean either Columbia or Ardana, however in either instance
                    Columbia shall include, as appropriate in context, COB with
                    regard to US activities, rights, and obligations, and/or
                    Bermuda with regard to activities, rights, and obligations
                    outside the US.

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          1.1.60    "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.

          1.1.61    "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, as well as any supplementary protection
                    certificates and equivalent protection rights in respect of
                    any of them.

          1.1.62    "Phase I Clinical Trial" - shall mean a small scale human
                    clinical trial normally conducted in healthy volunteers or
                    patients with the aim of establishing the pharmacokinetic,
                    pharmacodynamic and early safety profile.

          1.1.63    "Phase II Clinical Trial" - shall mean a human clinical
                    trial where a product is tested in a number of patients for
                    the purpose of establishing further safety data, dose
                    ranging and/or preliminary data on the efficacy of product.

          1.1.64    "Phase III Clinical Trial" - shall mean a human clinical
                    trial conducted in a sufficient number of patients to
                    establish safety and efficacy for the particular indication
                    tested and required for the filing to obtain Marketing
                    Authorisation.

          1.1.65    "Point of Proof of Principle" - completion of Phase II
                    Clinical Trials for Candidate Product as evidenced by the
                    provision by Ardana to Columbia of first a Formal
                    Presentation followed by the final formal written report of
                    the results of the Phase II Clinical Trials containing the
                    final assessment of the results properly quality assured.

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          1.1.66    "Product" - a finished pharmaceutical product comprising the
                    Candidate Product in relation to which Marketing
                    Authorisation and pricing approval has been granted by the
                    appropriate Governmental Authority for any country for at
                    least one indication. For the avoidance of doubt it is
                    declared and agreed that if the product can be marketed and
                    sold without pricing approval nothing in this definition
                    requires pricing approval for it to be classified as Product
                    for the purposes of this Agreement.

          1.1.67    "QA Tests" - the quality assurance tests and testing regimes
                    for CTM to be agreed by the DC.

          1.1.68    "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.

          1.1.69    "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.

          1.1.70    "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.

          1.1.71    "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.

          1.1.72    "Responsible Party" - shall mean the Party with
                    responsibility for a particular task or tasks in relation to
                    the filing, prosecution, maintenance, enforcement or defence
                    of any Joint Program Patent Rights or the Party responsible
                    for the development and Commercialisation of Candidate

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                    Product or resultant Product in a country or countries in
                    ROW as the case may be.

          1.1.73    "Rest of the World" or "ROW" - all countries of the world
                    excluding the Ardana Territory and the Columbia Territory.

          1.1.74    "ROW Partner" - any Third Party entity with whom either or
                    both of the Parties contract either to be an agent or
                    distributor of the Product in any territory of ROW or to be
                    a licensee in any such territory of ROW.

          1.1.75    "ROW Partner IP" - Know How and Patent Rights conceived,
                    generated or otherwise developed, owned, or licensed by any
                    ROW Partner and not included in Columbia IP.

          1.1.76    "Second Development Program" - the program of work to follow
                    the First Development Program in the event of an Ardana
                    Positive Election and a Columbia Positive Election and which
                    is to be conducted by Ardana and Columbia hereunder for the
                    clinical development of Candidate Product in the Ardana
                    Territory (in the case of Ardana) and the Columbia Territory
                    (in the case of Columbia) being all further development work
                    which may be required for the purpose of preparing a CTD and
                    for filing an application for Regulatory Approval with the
                    FDA and for Marketing Authorisation with the EMEA, an
                    outline for which is attached in Exhibit C hereto and the
                    detail of which and the Development Budget for each year of
                    which shall be determined by the Development Committee (in
                    the case of the Development Budget subject to the provisions
                    of Clause 2.2.3).

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

          1.1.78    "Solely Owned IP" - Solely Owned Patent Rights and any other
                    intellectual property or other rights relating to or
                    comprised in Solely Owned Know How, including without
                    limitation all Patent Rights, trade secrets, technology,
                    disclosures, inventions, discoveries, and other information,
                    whether patentable or not, but which for the avoidance of
                    doubt excludes

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                    any Columbia IP, any rights to Columbia Technology, and any
                    Joint Program IP.

          1.1.79    "Solely Owned Know How" - Know How conceived, generated or
                    developed by or on behalf of only one of the Parties during
                    the period when it is proceeding to develop the Product
                    alone under the provisions of Clauses 4.3, 4.4, 5.4.1,
                    18.4.1 or 18.5.1 including in particular any Know How
                    comprising or relating to the CTD, but which for the
                    avoidance of doubt excludes any Know How relating to the
                    Columbia Technology and any Joint Program Know How.

          1.1.80    "Solely Owned Patent Rights" - any Patent Rights claiming or
                    covering or otherwise based on inventions forming part of
                    Solely Owned Know How, but which for the avoidance of doubt
                    excludes any Columbia Patent Rights and any Joint Program
                    Patent Rights.

          1.1.81    "Specification" - the specification for CTM to be agreed by
                    the DC.

          1.1.82    "Territory" shall mean the Ardana Territory or the Columbia
                    Territory as appropriate.

          1.1.83    "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
                    Regulatory Approval or Marketing Authorisation including the
                    style of printing.

          1.1.84    "Trade Marks" - registered and unregistered trade or service
                    marks, and applications for registration of such marks,
                    including trade dress in each case with any and all
                    associated goodwill and all rights or forms of protection of
                    a similar or analogous nature including rights which protect
                    goodwill whether arising or granted under the law of any
                    jurisdiction.

          1.1.85    "Year" - twelve (12) months commencing on 1 January and
                    ending on 31 December.

1.2       In this Agreement:

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          1.2.1     Unless the context otherwise requires all references to a
                    particular Clause, Schedule or paragraph shall be a
                    reference to that Clause, Schedule or paragraph, in or to
                    this Agreement as it may be amended from time to time
                    pursuant to this Agreement;

          1.2.2     The table of contents and headings are inserted for
                    convenience only and shall be ignored in construing this
                    Agreement;

          1.2.3     Unless the contrary intention appears words importing the
                    masculine gender shall include the feminine and vice versa
                    and words in the singular include the plural and vice versa;

          1.2.4     Unless the contrary intention appears words denoting persons
                    shall include any individual, partnership, company,
                    corporation, joint venture, trust, association (incorporated
                    or incorporated), organisation or other entity, in each case
                    whether or not having legal personality;

          1.2.5     Reference to any statute, directive or regulation includes
                    any modification or re-enactment of that statute or
                    regulation; and

          1.2.6     Reference to the word "include" or "including" are to be
                    construed without limitation to the generality of the
                    preceding words.

2.        DEVELOPMENT COMMITTEE

2.1       With effect from the Commencement Date the Parties shall establish and
          run a Development Committee ("DC") as follows:

          2.1.1     the DC shall comprise two (2) persons as voting members
                    ("Members") and Ardana and Columbia respectively shall be
                    entitled to appoint one (1) Member and to replace the Member
                    appointed by it. The initial Members shall be appointed by
                    each Party prior to the first DC meeting. Ardana and
                    Columbia respectively shall each notify the other of any
                    change in the identities of their Member from time to time.
                    Both sides shall use reasonable endeavours to keep an
                    appropriate level of continuity in representation. Members
                    may be represented at any meeting by another person
                    designated

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                    by the absent Member. Meetings of the DC shall be co-chaired
                    by the two Members and such co-chairpersons shall only be
                    entitled to exercise one (1) vote each as Members at the DC
                    and shall not have any right to a veto or casting vote;

          2.1.2     the quorum for meetings of the DC shall be the two (2)
                    Members. Conclusions and decisions of the DC shall be made
                    by unanimous agreement of the Members present wherever
                    possible and shall be minuted by or upon behalf of the
                    Chairpersons. Both Parties will use their reasonable efforts
                    to build consensus. If the DC does not reach unanimous
                    agreement regarding any matter such matter shall be referred
                    for resolution to the Chief Executive Officer of each Party;

          2.1.3     the venue for meetings not held by teleconference shall
                    alternate between the offices of Ardana in Edinburgh,
                    Scotland and the offices of COB 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 DC meetings;

          2.1.4     notwithstanding that each Party shall have only one Member
                    of the DC the Parties acknowledge that other individuals may
                    attend from either Party which additional attendees may
                    change according to the subject matter of DC meeting. Each
                    Party shall give the other reasonable advance notice of the
                    identity of any such additional attendees which it intends
                    to participate in the DC 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 DC; and

          2.1.5     the DC Members shall take alternate responsibility for
                    promptly preparing the minutes of any DC meeting, receiving
                    approval of those minutes from the other DC Member who
                    participated in the meeting, signing and dating the approved
                    minutes and promptly distributing a copy of the signed
                    minutes to each Party. It is only such signed and dated
                    minutes which shall constitute a decision of the DC.

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2.2       The DC will be the key management decision making and liaison body in
          control of the Development Program and:

          2.2.1     shall hold meetings in person or by teleconference as
                    frequently as the members of the DC may agree shall be
                    necessary during the term of this Agreement or more
                    frequently upon the reasonable request of either Party, but
                    in any event no less frequently than once a Quarter. Dates
                    of meetings requested by the DC to be held in person shall
                    be agreed by the Parties not less than thirty (30) days
                    beforehand; responsibility for arranging the meetings,
                    including, at least, providing notice and an agenda, shall
                    alternate between the Parties; the first meeting will take
                    place as soon as practicable after the Commencement Date,
                    but in no event later than twenty (20) Business Days after
                    the Commencement Date and will be organised by Ardana;

          2.2.2     to the extent that any details of the work to be conducted
                    under the First Development Program and the Second
                    Development Program have not been agreed by the Parties and
                    set out in the Development Program at the Commencement Date
                    the DC shall as necessary from time to time agree such
                    details (subject to the provisions of Clause 5.1) including
                    the indications to be pursued and the design of all Clinical
                    Trials and the timescales therefor;

          2.2.3     shall agree the Development Budget for each Year of the
                    Second Development Program which Development Budget shall
                    require ratification by the Chief Executive Officer of each
                    Party;

          2.2.4     shall agree the number of FTEs to be engaged by each Party
                    (for the avoidance of doubt FTEs in this context means
                    employees of a Party and not employees of a third party) on
                    the Development Program at such Party's cost and expense
                    which FTE commitment shall require ratification by the Chief
                    Executive Officer of each Party;

          2.2.5     if the DC whether on its own initiative or whether as a
                    result of a decision of the Co-ordination Committee requests
                    modification or changes to the

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                    Development Program which would result in the total
                    Development Costs for any Year exceeding the Development
                    Budget for that Year then such modifications or changes
                    shall not be implemented by the DC (notwithstanding the
                    agreement of the DC Members) unless and until a
                    corresponding increase to the Development Budget is ratified
                    by the Chief Executive Officer of each Party;

          2.2.6     shall prioritise all work programs being conducted pursuant
                    to the Development Program;

          2.2.7     shall develop a global clinical development and regulatory
                    strategy for the Product;

          2.2.8     shall determine when all regulatory filings should be made
                    for Regulatory Approval and Marketing Authorisation;

          2.2.9     shall establish a mechanism for the representation of each
                    Party at all meetings or calls with Governmental Authorities
                    attended or made by Ardana or Columbia in relation to the
                    Candidate Product provided always that such attendees shall
                    have observer status only in meetings in the other Party's
                    territory;

          2.2.10    shall establish a mechanism for the co-ordination of the
                    registration and mutual exchange of regulatory dossiers,
                    summaries and expert reports for Regulatory Approval and
                    Marketing Authorisation with the respective Governmental
                    Authorities;

          2.2.11    shall review the Members' Quarterly progress reports
                    provided pursuant to Clause and monitor the progress of the
                    Development Program by the Parties, their Affiliates, agents
                    and/or their sub-contractors;

          2.2.12    shall provide a Quarterly report to the respective
                    management of each Party detailing the progress of the
                    Development Program;

          2.2.13    shall determine in conjunction with the Party's patent
                    attorneys when patent application filings for Joint Program
                    Patent Rights should be made which

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                    decision shall require ratification by the Chief Executive
                    Officer of each Party;

          2.2.14    shall agree the Specifications for CTM and the QA Tests
                    therefor;

          2.2.15    shall devise the pharmacovigilance procedures to apply
                    during the Development Program which meets all Legal
                    Requirements;

          2.2.16    shall perform such other functions and responsibilities as
                    are given to it under the express provisions of this
                    Agreement or as it shall determine but for the avoidance of
                    doubt it is declared and agreed that the DC shall have no
                    authority to amend the terms of this Agreement. For the
                    avoidance of doubt it is declared and agreed that the DC has
                    no powers or responsibilities in relation to
                    Commercialisation nor the appointment of the ROW Partner.

3.        THE FIRST DEVELOPMENT PROGRAM

3.1       Ardana shall at its own cost and expense but within the limit set out
          in the Development Budget carry out, control and be responsible for
          the conduct of all clinical studies up to the Point of Proof of
          Principle the subject of the First Development Program as established
          by the DC and shall as soon as practicable following completion of the
          same provide Columbia with a Formal Presentation and subsequently a
          final formal written report of the results of the Phase II Clinical
          Trials containing the final assessment of the results properly quality
          assured.

3.2       Columbia shall at its own cost and expense but within the limit set
          out in the Development Budget carry out, control and be responsible
          for the conduct of the Formulation Work as established by the DC and
          shall keep Ardana informed in writing of the progress and results of
          such Formulation Work.

3.3       During the First Development Program the provisions of Clause 5.3
          shall apply in relation to those Development Costs described in
          subsection (b) of the definition of Development Costs.

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3.4       The general obligations with regard to the conduct of the Development
          Program set out in Clause 6 shall apply in relation to the Parties
          conduct of the First Development Program.

3.5       During the period of the First Development Program each Party agrees
          that it shall not without the other Party's prior written approval
          (not to be unreasonably withheld) seek to develop, distribute or sell
          anywhere in the World a 'B'-adrenergic agonist based product that
          would compete with the Product.

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4.        POINT OF PROOF OF PRINCIPLE ELECTIONS

4.1       Following the Point of Proof of Principle each Party shall have [***]
          to decide whether it wishes to continue with the co-development and
          Commercialisation of the Candidate Product and resultant Product in
          the Ardana Territory or the Columbia Territory as the case may be and
          each Party shall give written notice of its decision to the other
          Party on such [***] or the day agreed by the Parties, under seal,
          following which on the [***] day the Parties shall each break the seal
          to reveal the election of the other Party and then the following
          provisions of this Clause 4.1 shall apply as follows:

          4.1.1     If Ardana or Columbia elects to continue with the
                    co-development and Commercialisation of Candidate Product
                    and resultant Product this shall be an Ardana Positive
                    Election or a Columbia Positive Election, respectively.

          4.1.2     If Ardana or Columbia elects not to continue with the
                    co-development and Commercialisation of Candidate Product
                    and resultant Product this shall be an Ardana Negative
                    Election or a Columbia Negative Election, respectively.

4.2       In the event of an Ardana Positive Election and a Columbia Positive
          Election the Parties shall proceed with the co-development and
          Commercialisation of the Candidate Product and the resultant Product
          pursuant to the terms of this Agreement on the following terms:

          4.2.1     Ardana shall on the terms of Clauses 13.4 and the other
                    terms of this Agreement have the exclusive right to
                    Commercialise Candidate Product and resultant Product in the
                    Ardana Territory;

          4.2.2     Columbia shall on the terms of Clause 13.2 and the other
                    terms of this Agreement have the exclusive right to
                    Commercialise Candidate Product and resultant Product in the
                    Columbia Territory;

          4.2.3     the DC shall produce the detailed Second Development Program
                    and each Party shall carry out, control and be responsible
                    for their respective tasks under the Second Development
                    Program under the direction of the DC on the terms of Clause
                    5; and

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          4.2.4     the Parties shall agree the approach to be taken for the
                    development and commercialisation of Candidate Product and
                    resultant Product in the ROW Territory pursuant to Clause 8.

4.3       In the event of an Ardana Positive Election and a Columbia Negative
          Election, Columbia shall have [***] to elect to change its position to
          a Positive Election, in which case Clause 4.2 shall apply. However, if
          Columbia maintains its Negative Election, the DC shall be disbanded
          and the Commercialisation Committee shall not be formed, Ardana shall
          on the terms of Clause 13.6 have the exclusive fully paid up royalty
          free right to continue with the worldwide development and
          commercialisation of Candidate Product and resultant Product either
          alone or in conjunction with a Third Party without further obligations
          to Columbia. In such circumstances the provisions of Clause 14.1,
          14.3, 14.4, 14.6, and 14.7 shall continue to apply and shall be deemed
          expanded in scope to place similar obligations on Columbia in relation
          to non-European Columbia IP as requested by Ardana, but shall be at
          Ardana's sole reasonable expense: (1) for any additional filings
          requested by Ardana with regard to any Columbia IP over and above
          those filings which exist as of the Commencement Date, and (2) for any
          filings of Columbia IP regarding Columbia Technology developed after
          the Commencement Date requested by Ardana in countries other than
          those listed in Exhibit E. So long as Columbia's election remains a
          Negative Election, Ardana shall assume sole responsibility for the
          prosecution, maintenance, defence and enforcement of Joint Program IP
          at its own cost and expense, providing Columbia with at least 60 days
          advance notice, with copies, of all proposed filings and proposed
          correspondence, and prompt copies of all actual filings and
          correspondence. Columbia shall retain joint ownership in the Joint
          Program IP with rights to use or exploit the Joint Program IP other
          than with regard to the Candidate Product and resultant Product (in
          either case with any indication). If Ardana does not significantly
          continue and forward the development and commercialization of the
          Candidate Product and resulting Product consistent with Good Industry
          Practice in [***], all of Ardana's exclusive rights to the Joint
          Program IP regarding the Candidate Product and resultant Product shall
          become non-exclusive as to Columbia.

4.4       In the event of a Columbia Positive Election and an Ardana Negative
          Election, Ardana shall have [***] to elect to change its position to a
          Positive Election, in which

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          case Clause 4.2 shall apply. However, if Ardana maintains its Negative
          Election, the DC shall be disbanded and the Commercialisation
          Committee shall not be formed, Ardana shall lose all rights under, and
          shall not use or exploit in any way the Columbia IP, and Columbia
          shall on the terms of Clause 13.7 have the exclusive fully paid up
          royalty free right to continue with the worldwide development and
          commercialisation of Candidate Product and resultant Product either
          alone or in conjunction with a Third Party without further obligation
          to Ardana. In such circumstances the provisions of Clauses 14.3, 14.6
          and 14.7 shall continue to apply. So long as Ardana's election remains
          a Negative Election, Columbia shall assume sole responsibility for the
          prosecution, maintenance, defence and enforcement of Joint Program IP
          at its own cost and expense, providing Ardana with at least 60 days
          advance notice, with copies, of all proposed filings and proposed
          correspondence, and prompt copies of all actual filings and
          correspondence. Ardana shall retain joint ownership in the Joint
          Program IP with rights to use or exploit the Joint Program IP other
          than with regard to the Candidate Product and resultant Product (in
          either case with any indication). If Columbia does not significantly
          continue and forward the worldwide development and commercialization
          of the Candidate Product and resulting Product consistent with Good
          Industry Practice in [***], all of Columbia's exclusive rights to the
          Joint Program IP regarding the Candidate Product and resultant Product
          shall become non-exclusive as to Ardana.

4.5       In the event of an Ardana Negative Election and a Columbia Negative
          Election, the DC shall be disbanded and the Commercialisation
          Committee shall not be formed. Ardana shall not use or exploit in any
          way whatsoever the Columbia IP, and neither Party shall use or exploit
          in any way whatsoever the Joint Program IP in relation to the
          Candidate Product or resultant Product for any indication, without the
          other Party's prior written consent. Each of the Parties shall use
          their reasonable efforts to find and appoint a Third Party to continue
          the worldwide development and commercialisation of the Candidate
          Product and resultant Product. The Parties shall agree upon a
          co-ordinated approach to this if this eventuality arises. The
          appointment of such Third Party shall be on the basis that such Third
          Party shall be granted an exclusive worldwide licence under the
          Columbia IP and each Party's interest in the Joint Program IP to
          develop, use, import, have imported, market, distribute and sell or
          have marketed, distributed and sold Candidate Product and resultant
          Product for all

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          indications. The Net Revenues from any such Third Party appointment
          shall be shared equally between the Parties on the terms of Clause 8.
          Columbia agrees that it shall either manufacture and supply to such
          Third Party its requirements of CTM and Finished Product for [***]
          (which shall be paid separately to Columbia by such Third Party as a
          term of the licensing agreement with such third party) or shall grant
          such Third Party appropriate royalty-bearing licences under the
          Columbia IP to permit such Third Party to manufacture or have
          manufactured such CTM and Finished Product. The Net Revenues from any
          such royalty-bearing licences shall be shared equally between the
          Parties on the terms of Clause 8.

5.        SECOND DEVELOPMENT PROGRAM

5.1       As soon as practicable following an Ardana Positive Election and a
          Columbia Positive Election the Parties shall cause the DC to meet to
          agree the detailed work program for the Second Development Program and
          the Development Budget for the first Year of the Second Development
          Program. The Parties agree that in relation to any Clinical Trials to
          be carried out as part of the Second Development Program:

          5.1.1     Ardana shall be the sole sponsor of and for organising any
                    such Clinical Trials to be carried out in the Ardana
                    Territory and for the Development Costs to be paid in
                    respect thereof (recouping the appropriate share of such
                    Development Costs under the provisions of Clause 5.3) and
                    Ardana shall make all Regulatory Applications in respect of
                    such Clinical Trials or in respect of any subsequent
                    Marketing Authorisation in the Ardana Territory in its own
                    name;

          5.1.2     Columbia shall be the sole sponsor of and for organising any
                    such Clinical Trials to be carried out in the Columbia
                    Territory and for the Development Costs to be paid in
                    respect thereof (recouping the appropriate share of such
                    Development Costs under the provisions of Clause 5.3) and
                    Columbia shall make all Regulatory Applications in respect
                    of such Clinical Trials or in respect of any subsequent
                    Regulatory Approval in the Columbia Territory in its own
                    name.

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5.2       Subject to the provisions of Clause 5.1 each Party shall carry out
          those tasks and parts of the work program for the Second Development
          Program allocated to it by the DC provided always that neither Party
          shall be obliged to commit more FTE to the Second Development Program
          in any Year than determined under Clause 2.2.4.

5.3       The Parties shall be jointly responsible on a 50:50 basis for all
          Development Costs incurred by them in carrying out the Second
          Development Program. Within thirty (30) days of the end of each
          Quarter each party shall supply the other with a report of the
          Development Costs paid by it during that Quarter which report shall
          set out the tasks undertaken (which tasks shall be cross-referenced to
          the Second Development Program) and the Development Costs paid in
          relation to such task. Within forty-five (45) days of the end of each
          Quarter there shall be a reconciliation prepared of the Development
          Costs incurred during such Quarter by the Parties which reconciliation
          shall be in the form of an invoice from one Party to the other Party
          and a balancing payment as necessary by such Party to the other shall
          be made so that each Party has borne 50% of the Development Cost for
          that Quarter. For the avoidance of doubt it is declared and agreed
          that the sharing of Development Costs shall commence from the point
          that each Party makes a positive election pursuant to Clause 4 and the
          Parties acknowledge and agree that subject to the provisions of Clause
          3.3 any costs and expenses incurred prior to that date are not
          chargeable to Development Costs.

5.4       If at the time that the DC seeks ratification of the Development
          Budget for any Year during the Second Development Program or the FTE
          commitment for any Year it is not so ratified by either Party's Chief
          Executive Officer in writing within 3 months of the commencement of
          the Year to which it relates (such Party's reasonable request for
          changes to the Second Development Program and consequential changes to
          the Development Budget or FTE commitment having been acceded to by the
          other Party) this shall be deemed notice of withdrawal from the Second
          Development Program by the Party refusing to ratify. Upon any such
          notice of withdrawal:

          5.4.1     the provisions of Clauses 4.3 and 4.4 shall be deemed to
                    apply such that the continuing Party shall have the fully
                    paid up royalty free worldwide right to continue alone with
                    development, commercialization, marketing, and sale of
                    Candidate Product and any resulting Product;

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          5.4.2     the withdrawing Party shall upon the continuing Party's
                    written request deliver up to the continuing Party all
                    Documents containing any Know How (save for a single copy to
                    be retained for evidential purposes by the withdrawing
                    Party's lawyers), and any other Know How, held by the
                    withdrawing Party relating to the Candidate Product and/or
                    the resultant Product;

          5.4.3     the withdrawing Party shall not use or otherwise exploit in
                    any way, either directly or indirectly the Joint Program IP
                    as it relates to the Candidate Product or any resulting
                    Product in either case for all indications;

          5.4.4     only the continuing Party shall be free to use and exploit
                    all Joint Program IP as it relates to the Candidate Product
                    or any resulting Product in either case for all indications
                    as it sees fit with no obligation to the withdrawing Party
                    in respect thereof provided however that both Parties shall
                    be free to use and exploit all Joint Program IP, except as
                    it relates to the Candidate Product or any resulting Product
                    in either case for all indications, as each sees fit with no
                    obligation to the withdrawing Party in respect thereof;

          5.4.5     if the withdrawing Party is Columbia the licences granted by
                    Columbia to Ardana pursuant to Clause 13.6 shall continue in
                    full force and effect and shall be extended to the Columbia
                    Territory and ROW and Columbia shall do all such acts and
                    things as may be necessary to perfect this obligation and
                    the provisions of Clauses 14.1, 14.3, 14.4, 14.6, and 14.7
                    shall continue to apply and shall be deemed expanded in
                    scope to place similar obligations on Columbia in relation
                    to non-European Columbia IP owned by Columbia at Ardana's
                    request and sole reasonable expense. In such circumstances
                    Ardana shall assume sole responsibility for the prosecution,
                    maintenance, defence and enforcement of Joint Program IP at
                    its own cost and expense, under the same terms, obligations,
                    and consequences, and the same standards for maintaining
                    exclusive rights, as set forth in Clause 4.3;

          5.4.6     if the withdrawing Party is Ardana the licence granted by
                    Ardana to Columbia pursuant to Clause 13.7 shall continue in
                    full force and effect and shall be extended to the Ardana
                    Territory and ROW and Ardana shall do all

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                    such acts and things as may be necessary to perfect this
                    obligation and the provisions of Clauses 14.3, 14.6, and
                    14.7 shall continue to apply. In such circumstances Columbia
                    shall assume sole responsibility for the prosecution,
                    maintenance, defence and enforcement of Joint Program IP at
                    its own cost and expense, under the same terms, obligations,
                    and consequences, and the same standards for maintaining
                    exclusive rights, as set forth in Clause 4.4;

          5.4.7     if the withdrawing Party is Columbia and it has obligations
                    to manufacture and supply CTM and Finished Product under the
                    terms of a Manufacturing and Supply Agreement entered into
                    pursuant to Clause 9 these shall continue;

          5.4.8     the withdrawing Party shall commensurate with legislative
                    and regulatory requirements, transfer to the continuing
                    Party or its nominee all Regulatory Approvals, Marketing
                    Authorisations, Regulatory Applications and other regulatory
                    filings and approvals for Candidate Product or resultant
                    Product in all countries of the territory of the withdrawing
                    Party and any country in the ROW Territory in relation to
                    which the withdrawing Party has been appointed the
                    Responsible Party pursuant to Clause 8. In the event that in
                    any country such a transfer is not possible, the withdrawing
                    Party shall use reasonable endeavours to ensure that the
                    continuing Party has the benefit of the relevant Regulatory
                    Approvals, Marketing Authorisations, Regulatory applications
                    and other regulatory filings and approvals and, to this end,
                    consents to any Governmental Authority cross-referencing to
                    the data and information on file with any Governmental
                    Authority as may be necessary to facilitate the granting of
                    second Marketing Authorisations, applications, regulatory
                    filings and approvals to the continuing Party, and the
                    withdrawing Party agrees to complete whatever other
                    procedures are reasonably necessary in relation to the same
                    to enable the continuing Party (either itself or in
                    conjunction with a third party) freely to develop and sell
                    the Product in substitution for the withdrawing Party; and

          5.4.9     the withdrawing Party shall use its reasonable endeavours to
                    assign to the continuing Party the benefit of any agreement
                    made between the

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                    withdrawing Party, and a sub- licensee in relation to
                    Product in ROW or any agreement between the withdrawing
                    Party and an agent or distributor in any country to which
                    Clause 8.1 relates.

5.5       In the event that during the course of the Development Program the DC
          identifies a strategic, legal, commercial, safety, efficacy,
          formulation, scientific or technical reason which means that both
          Parties wish to abandon the development of the Candidate Product, then
          this Agreement shall terminate by their mutual agreement to do so
          (such mutual agreement being said decision of the DC ratified by both
          the CEO of Ardana and the CEO of Columbia). Following any such
          termination Ardana shall not use or exploit in any way whatsoever the
          Columbia IP, and both Parties shall not use or exploit the Joint
          Program IP in relation to the Candidate Product or resultant Product
          in either case for any indication without the other Party's prior
          written consent.

5.6       In the event that the Second Development Program continues to its
          satisfactory conclusion and filings for Regulatory Approval are made
          in the Columbia Territory and filings for Marketing Authorisation are
          made in the Ardana Territory as specified in Clause 5.1 and
          subsequently such Regulatory Approvals and/or Marketing Authorisations
          are granted:

          5.6.1     Columbia shall own and hold the Regulatory Approvals for the
                    Columbia Territory and thereafter shall be solely
                    responsible for ensuring that all Applicable Laws and other
                    regulatory or other obligations arising as a result thereof
                    or in relation thereto are met.

          5.6.2     Ardana shall own and hold the Marketing Authorisations for
                    the Ardana Territory and thereafter shall be solely
                    responsible for ensuring that all Applicable Laws and other
                    regulatory or other obligations arising as a result thereof
                    or in relation thereto are met.

          5.6.3     Columbia shall be solely responsible (as between Columbia
                    and Ardana) at its own cost and expense for the
                    Commercialisation of the Product in the Columbia Territory
                    and shall have the exclusive benefit of all revenues
                    generated in relation thereto. It is agreed that whilst the
                    final decision on

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                    Packaging and Labelling shall be Columbia's, the Packaging
                    and Labeling 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.

          5.6.4     Ardana shall be solely responsible (as between Ardana and
                    Columbia) at its own cost and expense for the
                    Commercialisation of the Product in the Ardana Territory and
                    shall have the exclusive benefit of all revenues generated
                    in relation thereto. It is agreed that whilst the final
                    decision on Packaging and Labelling shall be Ardana's, the
                    Packaging and Labeling 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.

          5.6.5     As and when any variation to any Regulatory Approval or
                    Marketing Authorisation is made each Party shall supply a
                    copy thereof to the other Party.

          5.6.6     The Parties shall co-ordinate and liaise with each other in
                    connection with Commercialisation of the Product in the
                    Ardana Territory and Columbia Territory respectively and
                    shall establish a separate committee for this purpose. In
                    particular but not limiting the foregoing each party shall
                    supply details of its Commercialisation Know How to the
                    other. The Commercialisation Committee:

                    (a)  shall be constituted as specified in Clause 2.1.1;

                    (b)  shall be purely a co-ordination, liaison and
                         communication forum and shall not be a decision making
                         body (all decisions about Commercialisation being
                         reserved exclusively to Ardana in respect of the Ardana
                         Territory and Columbia in respect of the Columbia
                         Territory);

                    (c)  shall meet as specified in Clauses 2.2.1 and 2.1.3; and

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                    (d)  shall be a channel for communication between the
                         Parties requesting amendments to this Agreement (if any
                         such requests are made) so that Commercialisation by
                         such Party can occur in the most tax efficient manner
                         for such Party.

5.7       Each Party shall be responsible for acquiring any and all Trade Marks
          for Product(s) in their respective territory and shall have sole
          responsibility for selection, clearance and registration of said Trade
          Marks in such territory provided always that the Parties shall liaise
          with each other in relation thereto. The Parties agree that, for Trade
          Marks owned jointly by the Parties or owned by one Party and used by
          or on behalf of the other Party, the Party using the Mark will ensure
          that the manner, form, and quality of all use of such Trade Marks will
          be at the approval of at least one Party owner of the Marks, which
          approval shall not be unreasonably withheld.

5.8       If at any time following First Commercial Sale by Columbia in the
          Columbia Territory or by Ardana in the Ardana Territory either of them
          should decide to withdraw the Product from such territory on a
          permanent basis for whatever reason they shall give 90 days written
          notice of the same to the other Party and this shall be deemed a
          notice of withdrawal under Clause 5.4 and if the other Party so wishes
          it shall have the exclusive 90 day right to run from the date of
          receipt of such written notice and exercisable by notice in writing to
          the withdrawing Party to take over such territory on the terms of
          Clauses 5.4.1 to 5.4.9 respectively. If the other Party does not
          exercise such right by issuing such a notice before the end of such 90
          day period the withdrawing party shall be free to solicit interest
          from other Third Party licensees in respect of such territory and if
          any such Third Party is ultimately appointed the withdrawing Party
          shall pay the other Party [***].

5.9       During the period of the Second Development Program neither Party
          shall have any right to develop the Candidate Product for any
          indication other than those indications determined by the DC.

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6.        development obligations

6.1       Each Party shall carry out its part of the Development Program in the
          following manner:

          6.1.1     with all reasonable due diligence and using reasonable
                    efforts to ensure that appropriate levels of experience and
                    expertise and personnel are contributed to conduct the
                    Development Program in a timely and cost-effective manner;

          6.1.2     in accordance with GLP, GCP and cGMP or other Applicable
                    Laws where so permitted (including obtaining any and all
                    ethics committee approvals required and utilising
                    investigator driven studies where appropriate) and during
                    the Second Development Program in accordance with the
                    pharmacovigilance procedures established by the DC; and

          6.1.3     keeping or causing to be kept detailed written laboratory
                    notebooks and other records and reports of the progress of
                    its part of the Development Program in sufficient detail and
                    in good scientific manner for all purposes including patent
                    purposes, especially in accordance with practice within the
                    USA. Such notebooks and other records must properly reflect
                    all work done on the Development Program and the results
                    achieved thereunder.

6.2       Each Party shall have the right to sub-contract the whole of or part
          of its part of the Development Program provided always that the
          appointment of any sub-contractor shall be on the following terms:

          6.2.1     the Party in question shall be responsible for all acts and
                    omissions of the sub-contractor as if performed by the
                    Party;

          6.2.2     the Party in question shall pay the sub-contractor for work
                    carried out by the subcontractor (and for the avoidance of
                    doubt such payment shall form part of the Development
                    Costs);

          6.2.3     that as between the Party and the sub-contractor, all
                    results emerging from such work and any related intellectual
                    property shall vest in such Party; and

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          6.2.4     that the sub-contractor shall be obligated in terms the same
                    as Clause 16 (Confidentiality) of this Agreement.

7.        OBLIGATIONS OF THE PARTIES

7.1       Upon and subject to the terms and conditions of this Agreement and
          only in the circumstances of a Columbia Positive Election and an
          Ardana Positive Election, each Party hereby agrees:

          7.1.1     at its sole cost and expense, to be responsible for
                    obtaining all necessary permissions, consents and licences
                    (other than the MAs), required to Commercialize the Finished
                    Product in each country in its Territory under any
                    Applicable Law, including without limitation, any import
                    approvals, wholesale dealer's licenses and pricing and
                    reimbursement approvals. Each of the Parties agrees to
                    reasonably cooperate with the other in obtaining any such
                    additional necessary authorizations and approvals required
                    to launch the Finished Product in each country in the such
                    other Party's Territory;

          7.1.2     to provide the other Party with reasonable assistance in
                    relation to any questions or issues raised by any
                    Governmental Authority in the other Party's Territory
                    relating to Finished Product or any application for
                    Marketing Authorisation;

          7.1.3     to establish and maintain at its own cost and expense a
                    scientific service for scientific information relating to
                    the Product and to liaise with the other Party in relation
                    to any enquiries made to such service;

          7.1.4     to maintain the MAs received in relation to its Territory,
                    including by filing variations to such MAs as necessary;

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

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          7.1.6     the holder of the MA in each Territory to comply with the
                    content and terms of all MAs and any Applicable Law;

          7.1.7     use its reasonable commercial efforts to promote, market and
                    sell the Finished Product, in each country within its
                    Territory launching the same in such country [***] of both
                    Marketing Authorisation 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 the Party's sole
                    discretion) and use its reasonable commercial efforts to
                    obtain any relevant pricing approvals in the countries where
                    such approval is required;

          7.1.8     to keep the Commercialization Committee 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 the Party 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.
                    Each Party shall also promptly inform the Commercialization
                    Committee of any other information that it now has or which
                    it may receive in the future which in its opinion is likely
                    to be of interest, benefit, or use to the other Party in
                    relation to the sale of the Finished Products;

          7.1.9     to investigate promptly all significant customer complaints
                    or reports of incidents relating to the Finished Product
                    affecting quality of which it has knowledge and co-operate
                    in the handling of such complaints and in accordance with
                    Clause 10.1;

          7.1.10    to keep the other Party informed in a timely manner of any
                    information brought to its attention which in its reasonable
                    judgment could lead to a variation of the MA, SmPC,
                    Packaging or Labelling (subject to any

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                    overriding provisions of the pharmacovigilance procedures
                    agreed pursuant to Clause 2.2.15);

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

          7.1.12    each Party shall be responsible for setting the sales price
                    of Finished Product in its Territory;

          7.1.13    each Party 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;

          7.1.14    a Party shall not:

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

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

                    7.1.14.3  maintain distribution depots for the Finished
                              Product outside its Territory.

          7.1.15    it shall not during the term of this Agreement without the
                    other Party's prior written approval (not to be unreasonably
                    withheld) seek to develop, distribute or sell anywhere in
                    the World outside its own Territory a 'B'-adrenergic
                    agonist based product that would compete with the Product.

7.2       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

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          foregoing representation and warranty from time to time in writing, as
          Columbia shall request.

8.        REST OF THE WORLD TERRITORY

8.1       The Parties agree that no action shall be taken in relation to the
          development and/or Commercialisation of Candidate Product or resultant
          Product in ROW until after the Point of Proof of Principle and an
          Ardana Positive Election and a Columbia Positive Election. For [***]
          following the expiry of the [***] period to which Clause 4.1 provides
          each Party shall have the right to bid by giving written advice to the
          other for any country of ROW to be added to its Territory. In the
          event of such a bid the Parties shall seek to negotiate and agree the
          commercial and financial terms therefor within [***] following the
          expiry of the second [***] period and assuming that such agreement is
          reached the country or countries in question shall be added to the
          relevant Territory on the basis of such agreed terms.

8.2       Either following such bidding and agreement procedure or following the
          expiry of the ninety (90) day period to which Clause 4.1 refers in the
          event that neither Party invokes the bidding procedure, as the case
          may be, the Parties shall consult with each other and shall agree upon
          and nominate one of the Parties as Responsible Party to seek a
          licensee to develop, use, import, have imported, market, distribute
          and sell or have marketed, distributed and sold Candidate Product and
          resultant Product in all remaining territories of ROW.

8.3       Such Responsible Party shall use its reasonable endeavours to find an
          appropriate Third Party and structure, negotiate and reach agreement
          with such ROW Partner on the basis that:

          8.3.1     each Party shall grant to the ROW Partner the necessary
                    licences under the Columbia IP and Joint Program IP which
                    the ROW Partner will require to develop and Commercialise
                    Candidate Product and resultant Product in the ROW Territory
                    (or part thereof);

          8.3.2     the ROW Partner agrees to make available to Ardana and
                    Columbia all ROW Partner IP (especially Know How being
                    clinical data);

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          8.3.3     the ROW Partner agrees to appropriate provisions envisioned
                    in Clause 8.4 relating to a Co-ordination Committee;

          8.3.4     the ROW Partner shall be responsible for all
                    Commercialisation Costs in relation to ROW;

          8.3.5     Columbia either itself or through a Third Party manufacturer
                    shall arrange for the manufacture of CTM and/or Finished
                    Product for the ROW Partner and shall supply to the ROW
                    Partner its requirements for such CTM and/or Finished
                    Product at a price equal to [***];

          8.3.6     Ardana and Columbia share [***].

          Notwithstanding that the Responsible Party seeks such ROW Partner and
          negotiates such agreement both Parties shall enter into the agreement
          appointing such ROW Partner.

8.4       Ardana and Columbia agree that in relation to the development and
          Commercialisation of the Candidate Product in the Columbia Territory
          and territories added under Clause 8.1 by Columbia, in the Ardana
          Territory and territories added under Clause 8.1 by Ardana and in ROW
          by the ROW Partner(s) co-ordination of their activities and sharing of
          clinical data will be of paramount importance. As part of the
          appointment of a ROW Partner (with appropriate terms being included in
          the licensing agreement entered into with such ROW Partner) the
          Parties shall cause to be established a Co-ordination Committee. The
          Co-ordination Committee shall be a means of the Parties managing the
          activities of the ROW Partner and linking these activities into the
          global clinical development and regulatory strategy established by the
          DC.

9.        MANUFACTURE

9.1       Until the Point of Proof of Principle all quantities of CTM required
          by Ardana shall be supplied by Columbia free of charge. In the event
          of an Ardana Positive Election and a Columbia Positive Election, or an
          Ardana Positive Election and a Columbia Negative Election, all
          quantities of CTM required by DC or Ardana for Clinical Trials shall
          be supplied by Columbia on the financial terms of Clause 9.3 or Clause
          9.4,

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          respectively until a full Manufacturing and Supply Agreement between
          the Parties as contemplated in Clause 9.3 and 9.4 is executed.
          Columbia shall manufacture such CTM to Specification and shall carry
          out the QA Tests. The CTM shall be supplied to ARDANA Ex Works a site
          in the European Union (Ex Works as defined in INCOTERMS 2000). Upon
          taking delivery of each shipment of CTM Ardana may also carry out any
          relevant parts of the QA Tests and any CTM found by Ardana not to meet
          Specification shall upon reasonable evidence being furnished to
          Columbia by Ardana shall be replaced as soon as reasonably practicable
          by Columbia free of charge.

9.2       DC shall provide Columbia with a written forecast of DC's requirements
          of CTM until the Point of Proof of Principle promptly following the
          Commencement Date which forecast shall be reviewed and updated by DC
          Quarterly.

9.3       In the event of an Ardana Positive Election and a Columbia Positive
          Election Columbia within 60 days thereafter shall give written notice,
          together with a draft Manufacturing and Supply Agreement, to Ardana
          that Columbia or one of its Affiliates will manufacture and supply, or
          arrange for the manufacture and supply of, all quantities of CTM
          required by DC for Clinical Trials and will manufacture and supply all
          quantities of Finished Product required by Ardana for sale for [***]
          (or such additional time as required to qualify a second manufacturer
          in accordance with Good Industry Practice) after First Commercial Sale
          the financial terms of which Manufacturing and Supply Agreement shall
          be that the supply shall be made at a price equal to [***] therefor on
          terms of delivery Ex Works (INCOTERMS 2000) a site in European Union
          (such price to be an element of Development Cost during the period of
          the Second Development Program).

9.4       In the event of an Ardana Positive Election and a Columbia Negative
          Election Columbia shall within 60 days thereafter give written notice,
          together with a draft Manufacturing and Supply Agreement, to Ardana
          that Columbia or one of its Affiliates will themselves manufacture and
          supply all quantities of CTM required by Ardana for Clinical Trials at
          a price equal to [***] therefor on terms of delivery Ex Works
          (INCOTERMS 2000) a site in European Union and will manufacture and
          supply, or arrange for the manufacture and supply of, all quantities
          of Finished
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          Product required by Ardana for sale for [***] (or such additional time
          as required to qualify a second manufacturer in accordance with Good
          Industry Practice) after First Commercial Sale the financial terms of
          which Manufacturing and Supply Agreement shall be that the supply
          shall be made at a price equal to [***] therefor on terms of delivery
          Ex Works (INCOTERMS 2000) a site in European Union (such price to be
          an element of Development Cost during the period of the Second
          Development Program).

9.4       In the event of an Ardana Positive Election and a Columbia Negative
          Election Columbia shall within 60 days thereafter give written notice,
          together with a draft Manufacturing and Supply Agreement, to Ardana
          that Columbia or one of its Affiliates will themselves manufacture and
          supply all quantities of CTM required by Ardana for Clinical Trials at
          a price equal to [***] therefor on terms of delivery Ex Works
          (INCOTERMS 2000) a site in European Union and will manufacture and
          supply, or arrange for the manufacture and supply of, all quantities
          of Finished

          Product required by Ardana for sale for [***] (or such additional time
          as required to qualify a second manufacturer in accordance with Good
          Industry Practice) after First Commercial Sale the financial terms of
          which Manufacturing and Supply Agreement shall be that the supply
          shall be made at a price equal to [***] such price to be based on
          delivery terms Ex Works (INCOTERMS 2000) a site in the European Union.

9.5       If Columbia gives Ardana notice under Clause 9.3 or 9.4, the Parties
          shall negotiate in good faith the terms of a manufacturing and supply
          agreement that includes the financial terms set forth in Clause 9.3 or
          9.4 ("Manufacturing and Supply Agreement"), respectively using their
          commercially reasonable efforts to conclude and execute the same
          within 90 days of the date of Columbia's written notice under Clause
          9.3 or 9.4 respectively.

9.6       A term of any Manufacturing and Supply Agreement shall be that
          Columbia shall use its commercially reasonable efforts to establish or
          have established a second manufacturing site for the Finished Product.

10.       REGULATORY AND OTHER MATTERS

10.1      In circumstances of a Columbia Positive Election and an Ardana
          Positive Election:

          10.1.1    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, or (b) which
                    indicates or suggests a potential material liability for
                    either Party to third parties arising in connection with any
                    Product.

          10.1.2    each Party agrees to keep the other Party regularly informed
                    of all material correspondence and communications with any
                    Governmental Authority in its Territory concerning the
                    manufacture, Specification, quality, Packaging or labeling
                    of the Finished Product.

10.2      If either Party is advised by its legal advisers that it must
          communicate with any Governmental Authority in its Territory on any
          matter the subject of Clause 10.1,

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          such Party shall so advise the other Party immediately and, unless
          prohibited by Applicable Law, such Party shall provide the other Party
          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 the other Party concerning any meeting or
          written or oral communication with such Governmental Authority.

11.       PAYMENTS AND AUDIT PROCEDURES

11.1      In consideration of Columbia entering into this Agreement Ardana shall
          make the following payments to Columbia:

          11.1.1    $250,000 within thirty days of the Commencement Date;

          11.1.2    $250,000 within thirty days of the successful outcome of the
                    first Clinical Trial for Candidate Product as specified in
                    the First Development Program.

11.2      Each Party 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 the other Party pursuant to this Agreement,
          and in particular but without limitation data relating to the
          calculation of Net Revenues and Development Costs. Those records and
          books of account shall be kept for seven (7) years following the end
          of the Year to which they relate. Upon a Party's (the "Assessing
          Party") written request a firm of independent accountants appointed by
          approval of the Parties which approval shall not be unreasonably
          delayed or withheld, shall carry out an audit procedure in relation to
          the other party (the "Assessed Party") and:

          11.2.1    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 Revenues and Development Costs calculated by the
                    Assessed Party its Affiliates and/or agents, distributors or
                    licensees during any Year was calculated currently in
                    accordance with this Agreement and if such certification
                    cannot be given specifying the reasons why which will enable
                    the Parties to recalculate the relevant sums;

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          11.2.2    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
                    11.2 envisages;

          11.2.3    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;

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

          11.2.5    if the certification shows that the Assessed Party has not
                    calculated the Net Revenues and Development Costs correctly
                    the Parties shall forthwith recalculate these sums 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 the Assessed
                    Party's previous figures supplied to the Assessing Party to
                    be inaccurate by more than five per cent (5%) and the
                    responsibility of the Assessing Party otherwise.

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

11.4      Unless otherwise approved or reasonably directed in writing by the
          Parties, all payments made by the Parties shall be made in United
          States dollars. All cost of foreign currency conversion to United
          States dollars shall be paid by the party making the payment without
          deductions for taxes, assessments, fees or charges of any kind. All
          payment amounts shall be converted to United States dollars on the
          last business day of each calendar month. Any necessary currency
          conversions shall be made using the United States dollar buying price
          quoted for such conversion into United States

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          dollars in the Wall Street Journal on the last business day of each
          month wherein the conversion takes place.

11.5      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.

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

          [***]

          Account Name:                [***]
          Account Code:                [***]
          ABA Code:                    [***]

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

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

          [***]

          Account Name:                [***]
          Account Code:                [***]
          ABA Code:                    [***]

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

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11.8      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.

12.       INTELLECTUAL PROPERTY - OWNERSHIP

12.1      Columbia owns or shall own the Columbia IP and during the period of
          this Agreement shall not assign, transfer, mortgage, charge or
          otherwise dispose of the same in any manner that curtails the rights
          and licenses granted in this Agreement to Ardana, without the prior
          written consent of Ardana. Subject to the licences granted to Ardana
          hereunder and the other provisions of this Agreement Columbia shall be
          free to use, exploit, and dispose of the Columbia IP without
          obligation to Ardana.

12.2      Any and all Joint Program IP shall vest in and be owned by Ardana and
          Columbia jointly in equal undivided shares and neither Party shall
          have the right to themselves use or to licence a Third Party the right
          to use the Joint Program IP except as expressly set out in this
          Agreement. Neither Party shall during the period of this Agreement
          assign, transfer, mortgage, charge or otherwise dispose of or encumber
          the same without the prior written consent of the other.

12.3      The Party proceeding to develop the Product alone under the provisions
          of Clauses 4.3, 4.4, 5.4.1, 18.4.1 or 18.5.1 shall be the sole and
          exclusive owner of all right, title and interest in and to the Solely
          Owned IP.

12.4      Both Parties shall do all such acts and things and shall execute all
          such deeds and documents as are necessary to give full effect to the
          provisions of Clause 12.1, 12.2, or 12.3, as applicable.

13.       INTELLECTUAL PROPERTY - LICENCES AND CONTRACTUAL EXCLUSIVITY

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13.1      Columbia hereby grants to Ardana a sole worldwide sub-licensable
          licence under the Columbia IP only for the purposes of carrying out
          the First Development Program. Columbia and Ardana hereby grant to
          each other the sub-licensable right for each other and their
          Affiliates to use the Joint Program IP for the purposes of carrying
          out the First Development Program.

13.2      If Ardana makes an Ardana Positive Election and Columbia makes a
          Columbia Positive Election pursuant to Clause 4 Ardana hereby grants
          to Columbia an exclusive fully paid up royalty free licence with the
          right to sub-license in accordance with Clause 13.3 in the Columbia
          Territory under Ardana's interest in the Joint Program IP to use the
          same as may be necessary in connection with the Second Development
          Program and to develop, have developed, make, have made, anywhere in
          the world, and to import, have imported, market, distribute and sell
          and have marketed, distributed and sold the Product only in the
          Columbia Territory.

13.3      Columbia shall be entitled to sublicense the rights granted to it
          under Clause 13.2 to any Affiliate and to Third Parties provided that
          Columbia has notified Ardana of the identity of any intended
          sublicensee (including in circumstances where the sublicensee is an
          Affiliate of Columbia, other than COB) and provides Ardana with a copy
          of any such sublicence at the same time as it is made. Columbia shall
          only have the right to sub-license any such rights on the basis that
          Columbia shall notify Ardana of the identity of any proposed third
          party licensee and Ardana shall have thirty (30) days 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 prior written approval (which approval may be withheld by
          Ardana in its sole discretion). Notwithstanding this permission to
          sub-license Columbia shall remain responsible for all of its
          obligations hereunder and if the acts or omissions of any such
          sublicensee cause Columbia to be in breach of this Agreement Columbia
          shall be responsible therefor (with all the express consequences
          provided for under this Agreement and any implied consequences)
          regardless of any remedy which Columbia may have against the
          sublicensee for breach of the sublicence. In particular but without
          limitation, Columbia shall ensure that any sublicensee performs its
          financial obligations under that sublicence and Columbia indemnifies
          Ardana against any and all loss, damage,

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          cost or expense which Ardana may incur as a result of failure by a
          sublicensee of Columbia to perform such obligations.

13.4      If Ardana makes an Ardana Positive Election and Columbia makes a
          Columbia Positive Election pursuant to Clause 4 Columbia hereby grants
          to Ardana an exclusive fully paid-up, royalty-free licence with the
          right to sublicence in accordance with Clause 13.5 in the Ardana
          Territory under the Columbia IP and under Columbia's interest in the
          Joint Program IP in both cases such licence being to use the same as
          may be necessary in connection with the Second Development Program and
          to develop, have developed, make, have made, anywhere in the world,
          and to import, have imported, market, distribute, sell and have
          marketed, distributed and sold the Product only in the Ardana
          Territory. 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 or following the consequences
          of Clauses 18.5.6 and 18.6 of this Agreement it shall not utilise the
          license granted to it under this Clause 13.4 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
          Clause 9 of this Agreement.

13.5      Ardana shall be entitled to sublicense the rights granted to it under
          Clause 13.4 to any Affiliate and to Third Parties provided that Ardana
          has notified Columbia of the identity of any intended sublicensee
          (including in circumstances where the sublicensee is an Affiliate of
          Ardana) and provides Columbia with a copy of any such sublicence at
          the same time as it is made. 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 thirty (30) days 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 Columbia's prior
          written approval (which approval may be withheld by Columbia in its
          sole discretion). Notwithstanding this permission to sub-license
          Ardana shall remain responsible for all of its obligations hereunder
          and if the acts or omissions of any such sublicensee cause Ardana to
          be in breach of this Agreement Ardana shall be responsible therefor
          (with all the express consequences provided for under this Agreement
          and any implied

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          consequences) regardless of any remedy which Ardana may have against
          the sublicensee for breach of the sublicence. In particular but
          without limitation, Ardana shall ensure that any sublicensee performs
          its financial obligations under that sublicence and Ardana indemnifies
          Columbia against any and all loss, damage, cost or expense which
          Columbia may incur as a result of failure by a sublicensee of Ardana
          to perform such obligations.

13.6      If Ardana makes an Ardana Positive Election pursuant to Clause 4 but
          Columbia makes and does not reverse a Columbia Negative Election
          pursuant to Clause 4 Columbia hereby grants to Ardana a worldwide
          exclusive fully paid-up, royalty-free, sub-licensable licence under
          the Columbia IP and under Columbia's interest in the Joint Program IP
          only to develop or have developed Candidate Product for all
          indications and to make, have made, use, import, have imported,
          market, distribute, sell and have marketed, distributed and sold the
          Product for all indications. 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 or following
          the consequences of Clauses 18.5.6 and 18.6 of this Agreement it shall
          not utilise the license granted to it under this Clause 13.6 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 Clause 9 of this Agreement.

13.7      If Columbia makes a Columbia Positive Election pursuant to Clause 4
          but Ardana makes and does not reverse an Ardana Negative Election
          pursuant to Clause 4, Ardana hereby grants to Columbia a worldwide
          exclusive, fully paid-up, royalty-free worldwide, sub-licensable
          licence under Ardana's interest in the Joint Program IP only to
          develop or have developed Candidate Product for all indications and to
          make, have made, use, import, have imported, market, distribute and
          sell and have marketed, distributed and sold Product for all
          indications.

13.8      The Parties shall do all such acts and things and shall execute all
          such deeds and documents as may be necessary or desirable to register
          any of the foregoing licences at local patent offices.

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13.9      Each Party shall, and shall procure that its Affiliates shall, during
          the Term promptly refer to the other Party (or as the other Party
          shall direct) all enquiries they receive for Finished Product for sale
          or ultimate delivery within the other Party's Territory.

13.10     Each Party shall exercise its rights conferred under this Clause 13 as
          principal and it shall not sell or otherwise dispose of Finished
          Product on behalf of, or in the name of the other Party or any of its
          Affiliates.

13.11     Each Party shall not claim any agency or other relationship which
          indicates any authority to bind the other Party or its Affiliates
          contractually or incur liabilities on behalf of the other Party or its
          Affiliates.

14.       INTELLECTUAL PROPERTY - PROSECUTION, MAINTENANCE AND ENFORCEMENT

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

          14.1.1    In the event that Columbia declines to pay the official fee
                    to maintain any issued Columbia Patent Rights necessary to
                    maintain the licenses granted Ardana in the Ardana
                    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 in Columbia's own name and
                    expense and Columbia shall do so.

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          14.1.2    In the event that Columbia declines to file or, having
                    filed, declines to further prosecute and maintain any
                    pending Columbia Patent Rights necessary to maintain the
                    licenses granted Ardana in the Ardana 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
                    Columbia should continue to file or prosecute such Columbia
                    Patent Rights. Columbia shall then have the option to
                    decide, with at least twenty (20) Business Days notice to
                    Ardana, to:

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

                    14.1.2.2  allow Ardana reasonably to file or prosecute such
                              Columbia Patent Rights in Columbia's name and at
                              Columbia's reasonable 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.

14.2      Each Party shall disclose to the other Party any invention arising
          pursuant to the Development Program, such disclosures to be provided
          within twenty (20) Business Days after the Party determines that an
          invention has been made. Such disclosures shall be treated as
          Confidential Information. The DC shall confirm, subject, if needed, to
          advice from each of Columbia's and Ardana's patent counsel, whether
          the invention falls within Columbia IP or Joint Program IP. If the
          invention falls within Columbia IP the provisions of Clause 14.1 shall
          then apply. If the invention falls within Joint Program IP, the DC
          shall decide, subject to advice from each of Columbia's and Ardana's
          patent counsel, whether to file for Patent Rights applications
          claiming such invention. In the event Patent Rights are not filed on
          such invention disclosures by either Party, such invention disclosures
          shall be considered Joint Program Know How. If the DC decides that a
          filing for Joint Program Patent

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          Rights should be made Ardana shall during the period of the
          Development Program be the Responsible Party in relation to the
          preparation, filing, prosecution and maintenance of such Joint Program
          Patent Rights and for conducting any interferences, oppositions,
          reexaminations, reissues, revocations or requests for patent term or
          SPC extensions relating thereto, subject to Columbia's right to at
          least 30 days advance notice, with copies, of all proposed filings and
          proposed correspondence, as well as an opportunity for input regarding
          all such matters, and prompt copies of all actual filings and
          correspondence. Subject always to the provisions of Clause 8.3.4 all
          costs and expenses associated with such Joint Program Patent Rights
          incurred during the period of the Development Program shall be
          considered part of Development Costs. Thereafter and subject always to
          the provision of Clause 8.3.4 in the event of an Ardana Positive
          Election and a Columbia Positive Election Ardana shall be the
          Responsible Party in relation to the Ardana Territory and all costs
          and expenses incurred in relation to the Ardana Territory shall be the
          sole responsibility of Ardana and Columbia shall be the Responsible
          Party in relation to the Columbia Territory and all costs and expenses
          incurred in relation to the Columbia Territory shall be the sole
          responsibility of Columbia. The Responsible Party promptly shall
          provide copies of all correspondence with the respective patent office
          to the other Party and shall use reasonable efforts to keep the other
          Party informed of the progress of such prosecution. No filing for or
          Joint Program Patent Rights shall be abandoned by the Responsible
          Party unless both Parties have agreed to such action; otherwise, the
          abandoning Responsible Party will transfer the filing or Joint Program
          Patent Rights to the other Party, at the other Party's request.

14.3      If either Party learns of any infringement or threatened infringement
          by a Third Party of Columbia IP or Joint Program IP then such Party
          shall promptly notify the other Party and shall provide such other
          Party with available evidence of such infringement. In the case of
          Columbia learning of such infringement or threatened infringement of
          Columbia IP the obligation set out in this Clause 14.3 shall only
          apply where Columbia reasonably believes the infringement or
          threatened infringement to be relevant to Ardana's licenses pursuant
          to this Agreement.

14.4      In the event of an infringement of the Columbia Patent Rights (to the
          extent licensed to Ardana) and/or Joint Program IP by a third party in
          the Ardana Territory, Columbia

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          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 Ardana Territory in
          accordance with the following:

          14.4.1    as an exclusive licensee to the Joint Program IP and to
                    certain portions of the Columbia Patent Rights in the Ardana
                    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
                    Ardana Territory, whether at trial or by way of settlement,
                    in obtaining a financial payment to Columbia and/or Ardana
                    with respect to the Joint Program IP or to the portion of
                    the Columbia Patent Rights licensed to Ardana:

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

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

                    14.4.1.3  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 Ardana Territory subject to the
                              provisions of sub-clauses 14.4.1.1 and 14.4.1.2
                              or, if in such proceedings a court has not so
                              allocated damages within the Ardana Territory the

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                    Parties shall share such damages related to Ardana's
                    licenses [***], subject to the provisions of sub-clauses
                    14.4.1.1 and 14.4.1.2;

          14.4.2    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 Ardana Territory. If Columbia succeeds in
                    any such proceedings in relation to an infringement in the
                    Ardana 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 Ardana
                    Territory, and, in the event of any balance remaining in
                    relation to the Ardana Territory, [***] shall be allocated
                    to Columbia and [***] to Ardana;

          14.4.3    If Columbia fails to institute an action or proceeding in
                    relation to an infringement in the Ardana Territory for more
                    than ninety (90) days from becoming aware of the
                    infringement pursuant to this Clause 14.4 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 Ardana Territory, provided that
                    Columbia, 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,
                    and the terms of Clauses 14.4.1 and 14.4.2 with regard to
                    Ardana shall be applicable to Columbia, provided that if
                    Columbia does not elect to join the proceeding as a
                    co-plaintiff, Ardana shall be entitled to retain [***] of
                    the damages in relation to the Ardana Territory. At Ardana's
                    reasonable request and expense, 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
                    14.4.3.

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14.5      As of and after the Commencement Date on an ongoing basis, each Party
          shall have disclosed, and will promptly disclose to the other Party
          any Patent Rights owned by or licensed to the disclosing Party, other
          than Joint Program Patent Rights as well as any Third Party Patent
          Rights that are or become known to it that claim or disclose Candidate
          Product or Product, processes relating to the manufacture thereof or
          methods for their use, or otherwise are relevant to the collaboration
          established hereunder. In the event that any such Third Party Patent
          Rights are identified the cost of any freedom to operate searches and
          analyses with respect to Candidate Product and Products will be
          chargeable to Development Costs and the Parties will agree through the
          DC on an allocation of responsibilities between themselves regarding
          such searches and analyses.

14.6      Each Party shall promptly take all necessary steps to facilitate the
          other's application (made either on the other's own initiative or upon
          request by the first Party ) for extensions to the term of Columbia
          Patent Rights, and/or Joint Program IP in any country including
          applications for supplementary protection certificates and patent term
          extensions for the same in respect of Products. Each Party shall use
          its best efforts to obtain any and all such extensions to the extent
          permitted by law or regulation.

14.7      If during or after the Term of this Agreement, either Party receives
          any notice, claim or proceedings from any third party alleging
          infringement of that third party's intellectual property rights by
          reason of any Party's activities in relation to this Agreement, then:

          14.7.1    the Party receiving that notice shall forthwith notify the
                    other Party of the notice, claim or proceeding;

          14.7.2    neither Party shall make any admission of liability;

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

          14.7.4    in the event that the Parties whose activities are accused
                    (the Accused Parties) consider that there is a genuine issue
                    of infringement of such third

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                    party's intellectual property rights , 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 Accused Parties shall do so
                    using a single counsel to be jointly appointed by them at
                    their joint cost and expense, unless an Accused Party
                    reasonably believes that it is in its best interests to be
                    separately represented, in which case each Accused Party
                    shall be responsible for its own costs and expenses.
                    Alternatively, the Parties may agree to seek a license from
                    such third party in which case Columbia shall be responsible
                    for doing so. If Columbia does not itself require a license
                    to cover Columbia's activities, Columbia may choose to allow
                    Ardana to be responsible for seeking a license for itself.
                    If the Accused 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, including without limitation whether
                    and the extent to which a Party's Territory is covered by
                    the license.

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

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

          15.1.1    it has the corporate power and authority and the legal right
                    to enter into this Agreement, to grant the licenses granted
                    and to enter into its other obligations, that it has taken
                    any necessary corporate action with Affiliates, 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

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                    which it is bound, nor violate any law or regulation of any
                    court, governmental body or administrative or other agency
                    having jurisdiction over it;

          15.1.2    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;

          15.1.3    it is not aware that the exercise by either Party of its
                    respective rights and licenses hereunder would infringe the
                    Patent Rights or other intellectual property rights of any
                    third party;

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

          15.1.5    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.

15.2      EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT COLUMBIA MAKES NO
          WARRANTIES OR REPRESENTATIONS, IMPLIED OR EXPRESS, WITH RESPECT TO THE
          PRODUCT OR ANY OF THE RIGHTS, LICENSES, OR ACTIVITIES GRANTED OR
          CONTEMPLATED HEREIN. SPECIFICALLY AND WITHOUT LIMITATION, COLUMBIA
          MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE, PERFORMANCE,
          NON-INFRINGEMENT, VALIDITY, OR PATENTABILITY AND ANY SUCH WARRANTIES
          ARE HEREBY EXPRESSLY DISCLAIMED.

15.3      Subject to the provisions of Clause 15.4 and 15.5 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:

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          15.3.1    any Columbia activity related to the Candidate Product or
                    resulting Product after Ardana gives up its rights and
                    relevant activity pursuant to Clause 4.4, 5.4, or 18.4.1;

          15.3.2    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 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

          15.3.3    a breach of warranty by Columbia under Clause 15.1.

          An Indemnified Party that intends to claim indemnification under this
          Clause 15.3 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.

15.4      Subject to the provisions of Clause 15.5, 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:

          15.4.1    any Ardana activity related to the Candidate Product or
                    resulting Product after Columbia gives up its rights and
                    relevant activity pursuant to Clause 4.3, 5.4, or 18.5.1;

          15.4.2    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

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          15.4.3    as a result of a breach of warranty by Ardana under Clause
                    15.1.

          An Indemnified Party that intends to claim indemnification under this
          Clause 15.4 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 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 ay matter covered by this
          indemnification.

15.5      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:

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

          15.5.2    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.

15.6      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
          development, 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

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          Practice to increase this cover to a level of [***] dollars (US$[***])
          in the aggregate per year if this is achievable by Ardana.

15.7      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
          development, 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 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.

15.8      Each Party shall maintain such insurance described in Clauses 15.6 and
          15.7 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.

15.9      Ardana shall have the control of and be responsible for the Clinical
          Trials conducted under the First Development Program and the Phase III
          Clinical Trials conducted in the Ardana Territory under the Second
          Development Program and shall be the sponsor of such trials and in
          such capacity, shall, notwithstanding its indemnity rights under
          Clause 15.3 be responsible for the initial payment of any compensation
          due to any participants in such trials who suffer death or bodily
          injury pursuant to any legal rights or applicable industry guidelines.

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15.10     Columbia shall have the control of and be responsible for the
          Formulation Work and the Phase III Clinical Trials conducted in the
          Columbia Territory under the Second Development Program and shall be
          the sponsor of such trials and in such capacity, shall,
          notwithstanding its indemnity rights under Clause 15.4, be responsible
          for the initial payment of any compensation due to any participants in
          such trials who suffer death or bodily injury pursuant to any legal
          rights or applicable industry guidelines.

16.       CONFIDENTIALITY

16.1      The Parties agree not to disclose the Confidential Information to
          third parties nor to use the Confidential Information except to the
          extent necessary 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 16 to the extent that such Confidential
          Information:

          16.1.1    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;

          16.1.2    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;

          16.1.3    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;

          16.1.4    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

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          16.1.5    in the case of Regulatory Applications is required to be
                    disclosed to the relevant Governmental Authorities.

16.2      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.

16.3      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:

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

          16.3.2    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.

16.4      In respect of those public announcements and disclosures not permitted
          by Clause 16.3 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

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          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.

17.       TERM

17.1      This agreement shall commence on the commencement date and shall
          continue in force until no payments are due hereunder or until
          termination under Clause 18 whichever is the earlier.

18.       TERMINATION

18.1      Ardana shall have the right at any time from the Commencement Date
          until the Point of Proof of Principle to terminate this Agreement upon
          30 days notice of termination in writing to Columbia.

18.2      This Agreement may be terminated immediately upon written notice of
          termination given by either Ardana on the one hand (in circumstances
          where either Bermuda or COB is in breach as specified in Clause 18.2.1
          or Bermuda or COB satisfy the criteria of Clause 18.2.2) or Bermuda on
          the other hand (where Ardana satisfies the criteria below):

          18.2.1    in the event that during the period of the Development
                    Program 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 in the case of a breach by Ardana of Clause 11.1
                    in which case the remedy period shall be ten (10) days; or

          18.2.2    in the event that at any time an Insolvency Event occurs in
                    relation to such person.

18.3      For the avoidance of doubt it is declared and agreed that following
          completion of the Development Program neither Ardana on the one hand
          nor Columbia on the other hand shall have the right to terminate this
          Agreement for a material breach by the other but instead shall have a
          remedy in damages against the other.

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18.4      Upon the termination of this Agreement by Ardana under Clause 18.1 or
          by Columbia pursuant to Clause 18.2:

          18.4.1    the provisions of Clause 4.4 apart from the first sentence
                    shall be deemed to apply such that Columbia shall have the
                    fully paid up royalty free right to continue alone;

          18.4.2    Ardana shall upon Columbia's written request deliver up to
                    Columbia all Joint Program IP and all Documents containing
                    any Know How comprised in the Joint Program IP and all
                    copies made (save for a single copy to be retained for
                    evidential purposes by the Ardana's lawyers) and any other
                    Know How held by the Ardana relating to the Candidate
                    Product and/or the resultant Product;

          18.4.3    Ardana shall not use or otherwise exploit in any way, either
                    directly or indirectly the Columbia IP in any manner, or the
                    Joint Program IP with regard to the Candidate Product or
                    resultant Product in either case in relation to all
                    indications, or directly or indirectly the Joint Program
                    Know How at all;

          18.4.4    Columbia shall be free to use and exploit all Joint Program
                    IP as it sees fit with no obligation to Ardana in respect
                    thereof;

          18.4.5    Columbia shall have the option, on a case by case basis, to
                    assume sole responsibility for the prosecution, maintenance,
                    defence and enforcement of Joint Program IP at its own cost
                    and expense, though Ardana shall retain joint ownership and
                    rights under the Joint Program IP other than as related to
                    the Candidate Product or resulting Product in either case in
                    relation to all indications;

          18.4.6    Ardana shall commensurate with legislative and regulatory
                    requirements, transfer to Columbia or its nominee all
                    Regulatory Approvals, Marketing Authorisations, Regulatory
                    Applications and other regulatory filings and approvals for
                    Candidate Product or resultant Product in all countries of
                    the territory of the Ardana and any country in the ROW
                    Territory in relation to which the Ardana has been appointed
                    the Responsible Party pursuant to

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                    Clause 8. In the event that in any country such a transfer
                    is not possible, the Ardana shall use reasonable endeavours
                    to ensure that Columbia has the benefit of the relevant
                    Regulatory Approvals, Marketing Authorisations, Regulatory
                    applications and other regulatory filings and approvals and,
                    to this end, consents to any Governmental Authority
                    cross-referencing to the data and information on file with
                    any Governmental Authority as may be necessary to facilitate
                    the granting of second Marketing Authorisations,
                    applications, regulatory filings and approvals to Columbia,
                    and Ardana agrees to complete whatever other procedures are
                    reasonably necessary in relation to the same to enable
                    Columbia (either itself or in conjunction with a third
                    party) freely to develop and sell the Product in
                    substitution for Ardana;

          18.4.7    Ardana shall use its reasonable endeavours to assign to
                    Columbia the benefit of any agreement made between Ardana,
                    and a sub-licensee in relation to Product in ROW or any
                    agreement between Ardana and an agent or distributor in any
                    country to which Clause 8.1 relates;

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

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

          18.4.10   as well as the other provisions of this Agreement which
                    survive its termination whether directly or indirectly by
                    virtue of the provisions of this Clause 18.4, the provisions
                    of Clauses 12, 15, 16, and 20, as applicable, shall continue
                    to apply.

18.5      Upon termination of this Agreement by Ardana pursuant to Clause 18.2:

          18.5.1    the provisions of Clause 4.3 apart from the first sentence
                    shall be deemed to apply such that Ardana shall have the
                    fully paid up royalty free right to continue alone;

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          18.5.2    Columbia shall upon Ardana's written request deliver up to
                    Ardana all Joint Program IP and all Documents containing any
                    Know How comprised in the Joint Program IP and all copies
                    made (save for a single copy to be retained for evidential
                    purposes by Columbia's lawyers) and any other Know How held
                    by Columbia relating to the Candidate Product and/or the
                    resultant Product;

          18.5.3    Columbia shall not use or otherwise exploit in any way,
                    either directly or indirectly the Joint Program IP with
                    regard to the Candidate Product or resultant Product in
                    either case in relation to all indications, or directly or
                    indirectly the Joint Program Know How at all;

          18.5.4    Ardana shall be free to use and exploit all Joint Program IP
                    as it sees fit with no obligation to Columbia in respect
                    thereof;

          18.5.5    Ardana shall have the option, on a case by case basis, to
                    assume sole responsibility for the prosecution, maintenance,
                    defence and enforcement of Joint Program IP at its own cost
                    and expense, though Columbia shall retain joint ownership
                    and rights under the Joint Program IP other than as related
                    to the Candidate Product or resulting Product in either case
                    in relation to all indications;

          18.5.6    if Columbia has entered into a Manufacturing and Supply
                    Agreement this may at Ardana's option exercisable on 90 days
                    written notice to Columbia be given within 30 days of the
                    date of termination either continue or be terminated and if
                    Ardana exercises its rights to terminate the Manufacturing
                    and Supply Agreement, Columbia will at its own cost and
                    expense 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;

          18.5.7    Columbia shall commensurate with legislative and regulatory
                    requirements, transfer to Ardana or its nominee all
                    Regulatory Approvals, Marketing Authorisations, Regulatory
                    Applications and other regulatory filings and

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                    approvals for Candidate Product or resultant Product in all
                    countries of the Columbia Territory and any country in the
                    ROW Territory in relation to which Columbia has been
                    appointed the Responsible Party pursuant to Clause 8. In the
                    event that in any country such a transfer is not possible,
                    Columbia shall use reasonable endeavours to ensure that
                    Ardana has the benefit of the relevant Regulatory Approvals,
                    Marketing Authorisations, Regulatory applications and other
                    regulatory filings and approvals and, to this end, consents
                    to any Governmental Authority cross-referencing to the data
                    and information on file with any Governmental Authority as
                    may be necessary to facilitate the granting of second
                    Regulatory Approvals, Marketing Authorisations, Regulatory
                    Applications, regulatory filings and approvals to Ardana,
                    and Columbia agrees to complete whatever other procedures
                    are reasonably necessary in relation to the same to enable
                    the continuing Party(either itself or in conjunction with a
                    third party) freely to develop and sell the Product in
                    substitution for the withdrawing Party;

          18.5.8    Columbia shall use its reasonable endeavours to assign to
                    Ardana the benefit of any agreement made between Columbia,
                    and a sub- licensee in relation to Product in ROW or any
                    agreement between Columbia and an agent or distributor in
                    any country to which Clause 8.1 relates;

          18.5.9    at its option, Columbia shall continue to prosecute,
                    maintain and defend the Columbia Patent Rights and
                    Trademarks as specified in Clause 2 or shall follow the
                    procedures set forth above at Clause 14.1.2;

          18.5.10   as well as the other provisions of this Agreement which
                    survive its termination whether directly or indirectly by
                    virtue of the provisions of this Clause 18.5 the provisions
                    of Clauses 12, 15, 16, and 20, as applicable, shall continue
                    to apply.

18.6      Termination of this Agreement (whether under this Clause 18, 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.

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19.       FORCE MAJEURE

19.1      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.

19.2      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.

20.       GENERAL PROVISIONS

20.1      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.

20.2      Dispute Resolution; Consent to Jurisdiction. This Agreement shall be
          construed and interpreted in accordance with the law of the State of
          Delaware 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

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          the Dispute remains 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 U.S. federal court of
          competent jurisdiction in Delaware. The venue for such action, suit or
          proceeding shall be in the U.S. federal Courts in Delaware. 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.

20.3      Notices.

          20.3.1    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 20.3.3. 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.

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

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

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

          20.3.3    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:

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

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                    20.3.3.2  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.

20.4      Assignment. Columbia shall not assign this Agreement without also
          assigning to the same assignee the relevant portions of the Columbia
          IP and its interest in the Joint Program IP and all related Regulatory
          Application and Regulatory Approvals the subject matter of this
          Agreement and conversely may not assign the rights in the relevant
          portion of the Columbia IP and in its interest in the Joint Program IP
          and all related Regulatory Applications and Regulatory Approvals the
          subject matter of this Agreement 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 its rights in the Joint Program IP and all related
          Regulatory Applications and Marketing Authorisations the subject
          matter of this Agreement and conversely may not assign its rights in
          the Joint Program IP and all related Regulatory Applications and
          Marketing Authorizations the subject matter of this Agreement (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.

20.5      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

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          deemed to be or considered as a further or continuing waiver of any
          other provision of this Agreement.

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

20.7      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.

20.8      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.

20.9      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.

21.       MIPHARM AGREEMENT AND TESTOSTERONE FOR WOMEN

21.1      The Parties recognize the existence of, and that this Agreement is
          subject to, a license and supply agreement made between Bermuda and
          Mipharm SpA ("Mipharm") dated 5 March 1999 (the "Mipharm Agreement"),
          a copy of which is attached hereto as Exhibit F.

21.2      From the Commencement Date and up to the elections by the Parties
          under Clause 4.1, or such other date as the Parties may agree in
          writing, Columbia shall, consistent with Good Industry Practice, take
          all commercially reasonable acts to remove Chronodyne(R) (terbutaline
          gel) from the grant of the license to Mipharm under the Mipharm
          Agreement, such that the Mipharm Agreement does not affect the
          Candidate Product or resultant Product. Upon the removal of
          Chronodyne(R) (terbutaline gel) from the grant of the

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          license to Mipharm under the Mipharm Agreement such that the Mipharm
          Agreement does not affect the Candidate Product or resultant Product,
          this Agreement shall be deemed to be amended to add Greece, Ireland,
          Italy (including San Marino and Vatican City), and Portugal to the
          definition of Europe. When undertaking its obligations under this
          Clause 21.2 Columbia shall regularly liaise with Ardana and Ardana
          shall, insofar as it communicates with Mipharm about the removal of
          Chronodyne (terbutaline gel) from the grant of the license to MiPharm,
          regularly liaise with Columbia. [***]

          21.2.1    [***]

          21.2.2    [***]

          21.2.3    [***]

21.3      [***]

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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/ Maureen Lindsay                 By: /S/ Fred Wilkinson
    -----------------------------------     -----------------------------------
    Maureen Lindsay                         Fred Wilkinson
    Name                                    Name
    Chief Operating Officer                 President
    Title                                   Title
    December 2002                           December 2002
    Date                                    Date


    /S/ Mike Piper                          /S/ Michael McGrane
    -----------------------------------     -----------------------------------
    Witness (Signature)                     Witness (Signature)

    Mike Piper                              Michael McGrane
    Witness Name (Printed)                  Witness Name (Printed)


    COLUMBIA LABORATORIES, INC.


By: /S/ Fred Wilkinson
    -----------------------------------
    Fred Wilkinson
    Name
    President & CEO
    Title
    December 2002
    Date


    /S/ Michael McGrane
    -----------------------------------
    Witness (Signature)


    /S/ Michael McGrane
    -----------------------------------
    Witness Name (Printed)

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                                    EXHIBIT A

                       WORLDWIDE PATENTS AND APPLICATIONS

                           "Basic Bioadhesive" Family

United States: Patent No. 4,615,697;

EPO (2) (Austria, Belgium, Switzerland/Liechtenstein, Germany, France,
Luxembourg, Netherlands, Sweden, United Kingdom): Patent No. 163 696; and Patent
No. 501 523;

Australia:  Patent No. 565,354;

Hong Kong:  Patent No. 1214/1997; and

Japan:  Patent No. 2,113,953.

The Parties acknowledge that without SPC extensions the expiration date of the
EPO patents is in November 2004.

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                              "Uterine Pass" Family

United States (2): Patent No. 6,126,959; and Application No. 09/510,527;

EPO (Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece,
Ireland, Italy, Latvia, Lithuania, Luxembourg, Monaco, Netherlands, Portugal,
Spain, Sweden, Switzerland/Liechtenstein, United Kingdom): Application No.
98943548.2;

Argentina: App. No. P980104558;            Malaysia: App. No. PI 9804131;

Australia: Patent No. 738,460;             Mexico: App. No. 002448;

Brazil: App. No. PI 9812134-0;             Morocco: App. No. 25.251;

Canada: App. No. 2,303,339;                New Zealand: Patent No. 502,926;

Chile: App. No. 2185-98;                   Norway: App. No. 20001287;

China: App. No. 98808946.7;                Peru: App. No. 867.98;

Colombia: App. No. 98 052.730;             Philippines: App. No. 1998-02371;

Georgia: Patent No. P2645;                 Romania: App. No. A/00269;

Hong Kong: App. No. 00104419.5;            Russia: App. No. 2000-108551;

Hungary: App. No. P0003784;                South Africa: Patent No. 98/08328;

Israel: App. No. 134,564;                  Tangiers: App. No. 1653;

Japan: App. No. 2000511486;                Ukraine: App. No. 2000042000/M; and

Korea (So.): App. No. 102000700261;        Venezuela: App. No. 2026/98.

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                 "Treatment of Endometriosis/Infertility" Family

United States:  Application No. 10/089,796;

EPO (Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece,
Ireland, Italy, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden,
Switzerland/Liechtenstein, United Kingdom): Application No. 00964272.9;

Argentina: App. No. 000105228;             Malaysia: App. No. 20004608;

Australia: App. No. 75250/00;              Mexico: App. No. 2002/003453;

Brazil: App. No. PI0014548-3;              Morocco: App. No. 26584;

Canada: App. No. 2,385,974;                New Zealand: App. No. 518429;

Chile: App. No. 2679-2000;                 Norway: App. No. 2002 1591;

China: App. No. 00813807.9;                Peru: App. No. 001044/2000;

Colombia: App. No. 00075387;               Philippines: App. No. 2000-02714;

Georgia: App. No. 2000004769;              Russia: App. No. 2002111682;

Hong Kong: App. No. 02105660.6;            Singapore: App. No. 200201447-0;

Hungary: App. No. Not Yet Available;       South Africa: App. No. 2002/2182;

India: App. No. 2002/00380;                Taiwan: App. Nos. 89120706;

Israel: App. No. 148784;                   Tangiers: App. No. 2222;

Japan: App. No. 2001-527787;               Turkey: App. No. 02/899;

Korea (So.): App. No. 2002-7004330;        Ukraine: App. No. 2002043631/M; and

                                           Venezuela: App. No. 2000-002213.

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                                    EXHIBIT B

                            FIRST DEVELOPMENT PROGRAM

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                                    EXHIBIT C

                           SECOND DEVELOPMENT PROGRAM

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                                    EXHIBIT D

                         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.
     354 Eisenhower Parkway
     Plaza 1 Second Floor
     Livingston, New Jersey 07039
     Attention: President
     Tel: (973) 994-3999
     Fax: (973) 994-3001

     With copy to:

     Columbia Laboratories, Inc.
     354 Eisenhower Parkway
     Plaza 1 Second Floor
     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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                                    EXHIBIT E

                            DEFAULT PATENT COUNTRIES

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                                    EXHIBIT F

                             THE "MIPHARM AGREEMENT"

                             (Attached separately.)

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