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Exhibit 10.5




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® ® ®
     Activities
 Affiliates
 Page 2 of 44




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Alamo
 Alamo Trademarks
 Annual Net Sales
 Active Pharmaceutical Ingredient or API
 cGMP
 CIMA
 CIMA Intellectual Property
 CIMA Patents
 CIMA Technology Ò Ò Ò
 CIMA Trademarks sm Ò Ò Ò Ò, Ò
 Damages
 Page 3 of 44




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Defective
 Development Schedule
 DuraSolvÒ
 FDA
 Force Majeure
 GAAP
 Indemnified Party
 Indemnifying Party
 Launch
 Licensed Assets
 Marketing Authorization Application
 Minimum Annual Royalty Targets
 Net Sales
 Page 4 of 44




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Notice of Rejection
 OraSolvÒ
 PakSolvÒ
 PDMA
 Person
 Product Ò Ò Ò
 Quarter
 Page 5 of 44




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Specifications Schedule E
 Territory
 Region
 Year
   Grant of Licenses
    ® ®
 ***
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 6 of 44




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*** provided that
  Sublicenses
 Developments, Marketing, Distribution and Sale
 Minimum Annual Royalties
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 7 of 44




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Obligations of CIMA Schedule B Schedule B
 Obligations of Alamo Schedule B Schedule B
 Regulatory Matters
 Page 8 of 44




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Royalty Payments
    Records and Audit ***
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 9 of 44




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Quarterly Reports and Payment of Royalties *** th th
   Supply of Product
   
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 10 of 44




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provided, however ***
   Identification provided, however provided further
 Trade and Sample Product Price
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 11 of 44




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Forecasts, Delivery and Quality
 ***
    Rejection and Replacement
 provided, however
  
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 12 of 44




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Invoices and Payment *** provided, provided
 Supply Disruption; Alternate Manufacturing Site
  
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 13 of 44




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CIMAs Obligation to Continue Manufacture ***
    
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 14 of 44




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Organization, Power and Authority
 Due Authority; No Breach
 Intellectual Property
 Page 15 of 44




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[RESERVED]
 Litigation
 Governmental Approval
 Brokerage
    Organization, Power and Authority
 Due Authority; No Breach
 Page 16 of 44




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Brokerage
 Litigation
 Governmental Approval
 Page 17 of 44




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Governmental Filings
 Compliance with Law
 Recall
 Confidentiality
 Page 18 of 44




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Expenses
 Reasonable Efforts
 Publicity
 Page 19 of 44




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provided
 Cooperation
 Competition; No Sale for Resale
 Conflicting Rights
 Patent and Trademark Maintenance
   Page 20 of 44




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Page 21 of 44




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Infringement; Enforcement of Proprietary Rights
 Infringement of Patent Rights
   Procedures *** Section 9.12
 Referral of Orders and Inquiries.
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 22 of 44




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Indemnification
          Notice and Opportunity To Defend
 Page 23 of 44




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Section 10.2 Section
10
 Survival Section 10 Section 10 Section 10
 Page 24 of 44




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Insurance
   Termination. ***
 Termination for Insolvency
 Termination for Default
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission. Page 25 of 44




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Termination for Failure to Pay Minimum Royalties ***
 Termination for Failure to Commercialize
 Continuing Obligations
   Successors and Assigns
 Notices
 
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Section 12.2
 Waiver; Remedies




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Survival of Representations
 Independent Contractors
 Entire Agreement
 Amendment
 Counterparts
 Governing Law
 Dispute Resolution
 Captions




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No Third-Party Rights
 Severability
 Attachments
 Force Majeure
 Effect on Original Agreement




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CIMA LABS INC.By:
    /s/ Todd MacLaughlanName:
    Todd MacLaughlanTitle:
    General Manager ALAMO PHARMACEUTICALS, LLCBy:
    /s/ Neal R. CutlerName:
    Neal R. Cutler, M.D.Title:
    President and C.E.O.




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Schedule A
 Minimum Annual Royalty Targets
 ***
 Minimum Annual Royalty Targets
 Minimum AnnualYear
    
    Royalty Targets***
    
    $
    *
    *****
    
    $
    *
    *****
    
    $
    *
    *****
    
    $
    *
    **
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule B
 Development Schedule
 ***
    
    ***
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
 ************************************
 
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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*
    ***
    ******
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    *****
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    *****
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    *****
    
    
    
    
    
    
    
    
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    ***
    *********
    **
 ******Any additional work beyond this proposal will be charged per activity.******
   Activity
    
    CostPer lot set up fee
    
    $
    *
    **Cost for time zero (included in release
testing)
    
    $
    *
    **Cost per sample pull
    
    $
    *
    **
  
 ***
     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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***
   
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule B (continued)
  2004
    
    2005
    
    2006
    
    2007Set ups
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **Val batch pulls
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **Annual batch pulls
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
 Table 3. Detail of Expected Costs per Year
 2004
    
    2005
    
    2006
    
    2007Set ups
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **Val batch pulls
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **Annual batch pulls
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **
    
    
    *
    **Total
    
    $
    *
    **
    
    $
    *
    **
    
    $
    *
    **
    
    $
    *
    **
  
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule C
 Royalty Rates
  Tier
    
    Royalty RateTier 1
    
    ***% of Net SalesTier 2
    
    ***% of Net Sales
 
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule D
 Alamo Purchase Order




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Schedule E
 Technical Agreement Addendum
  Clozapine OraSolvÒ
 Anticipated Product Attributes
 ***
 
 ***
    
    Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule E (continued)
 Clozapine DuraSolvÒ
 Anticipated Product Attributes
 ***
 
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule F
 Cost of Goods
   Potency
    
    Total Cost(1) (2)
    
    Packaging25 mg
    
    $ ***
    
    Bulk, in fiber drums50 mg
    
    $***
    
    Bulk, in fiber drums100 mg
    
    $***
    
    Bulk, in fiber drums
 
 1)
    
    The cost per tablet does not include the cost of API.2)
    
    Per tablet costs will be adjusted annually on January 1st, but increases shall not exceed
the PPI (Pharmaceutical) increase for that year.  PlaceboType
    
    Total Cost
    
    Packaging25 mg
    
    $***
    
    Bulk, in fiber drums50 mg
    
    $***
    
    Bulk, in fiber drums100 mg
    
    $***
    
    Bulk, in fiber drums
 
 ***     Portions of this page have been omitted
pursuant to a request for Confidential Treatment and filed separately with the
Commission.




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Schedule G
 Begins on Next Page




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SCHEDULESSchedule A
    
    Minimum Annual Royalty TargetsSchedule B
    
    Development ScheduleSchedule C
    
    Royalty RatesSchedule D
    
    Alamo Purchase OrderSchedule E
    
    Technical Agreement AddendumSchedule F
    
    Cost Of GoodsSchedule G
    
    Map of Regions