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                                                                   EXHIBIT 10.20

                                LICENSE AGREEMENT



This Agreement made this 29 day of December, 1999 by and between


1.  ORGANON INTERNATIONAL AG., a corporation duly organized and existing under
    the laws of Switzerland and having its registered offices at 160 B,
    Churerstrasse, P.O. Box 129, 8808 Pfaffikon, Switzerland,

    and

    N.V. ORGANON, a corporation duly organized and existing under the laws of
    The Netherlands and having its registered offices at Kloosterstraat 6, 5348
    AB, Oss, The Netherlands, on the one hand, jointly hereinafter referred to
    as "Organon",

    and

2.  CIMA LABS INC. a corporation duly organized and existing under the laws of
    Delaware and having its registered offices at 10000 Valley View Road, Eden
    Prairie, Minnesota 55344, USA, on the other hand, hereinafter referred to
    as "CIMA".

CIMA and Organon may hereinafter be referred to as "Party", or collectively as
"Parties".

WITNESSETH THAT:

CIMA has developed and owns or has rights to certain patented oral drug-delivery
technology referred to as Orasolv(R) which has applications in the field of
pharmaceutical product formulation;

Organon International A.G. and N.V. Organon own the rights for respectively the
USA and Canada at the one hand and the rest of






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the world on the other hand to a compound, known as Org. 3770 (mirtazapine;
defined as Substance in this Agreement) and marketed under the tradename (among
others) Remeron;

On December 2, 1998, CIMA and N.V. Organon, the latter acting on behalf of
Organon International A.G., entered into a Development and License Option
Agreement under which prototypes of certain pharmaceutical product formulations
were developed by CIMA for N.V. Organon's evaluation subject to the granting of
an option to enter into a license agreement with CIMA;

The conclusion of a Toll Manufacturing Agreement within six (6) months after the
Effective Date regarding the manufacturing of the Product as defined in this
License Agreement is a condition for this License Agreement.

CIMA desires to enter into such a license agreement with Organon.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreement as
set forth herein, the Parties agree as follows:

ARTICLE 1 DEFINITIONS

Whenever used in this Agreement, unless otherwise clearly required by the
context, the following terms shall have the meaning as defined hereinafter (in
alphabetical order) and shall include both the single and the plural.

1.1      The term "Affiliated Company" shall mean any company which by means of
         a majority of shares or otherwise, either directly or indirectly,
         controls, is controlled by or is under common control with either Party
         hereto.

1.2      The term "Effective Date" shall mean the date first  written above.

1.3      The term "Product" shall mean a tablet for the treatment of depression






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         manufactured using the technology of CIMA commonly known as
         Orasolv(R) as patented by the Patents as described in Exhibit I
         hereof, containing the Substance as the active ingredient and
         adapted to disperse in the mouth of a human adult, which tablet
         incorporates the Substance together with a matrix or coating in
         microparticles or microcapsules which provide essentially complete
         release of the Substance into the gastrointestinal tract in a period
         of less than one hour after dissolution of the tablet.

1.4      The term "Know-How" shall mean and include any and all data,
         information and any experience or other data, in possession of CIMA,
         relating to the Product, including Manufacturing Know How.

1.5      The term "Manufacturing Know-How" shall mean and include any and all
         data, information and any experience or other data, in the possession
         of CIMA which is necessary for Organon to effectively and efficiently
         manufacture the Product.

1.6      The term "Net Sales" shall mean the total revenue from commercial sales
         received by Organon, its Affiliated Companies and/or (sub)licensee(s)
         from the sale to independent third parties of the Product subject to
         royalties hereunder less the following amounts:
         (i) discounts, including cash and quantity discounts, trade allowances
         or rebates actually allowed or granted,
         (ii) credits or allowances actually granted upon claims or returns,
         regardless of the party requesting the return,
         (iii) separately itemized freight charges paid for delivery (freight,
         postage, shipping)
         (iv) insurance costs,
         (v) taxes or other governmental charges levied on or measured by the
         invoiced amount and included in the invoice, whether absorbed by
         Organon or the third party (other than franchise or income taxes on the
         income of the selling party)
         (vi) amounts prepaid or credited on account of rejections, expired
         dating on return of Products.
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1.7      The term "Patents" shall mean the patents, and patent applications (and
         any patents issuing on such applications) listed in Exhibit I hereto
         and any divisional, continuation and continuation-in-part applications
         thereof, reissues, reexaminations, substitutions, additions and any
         extensions to such patents as well as foreign counterparts thereof.

1.8      The term "Cima-Patents" shall mean the Patents excluding US patent nr.
         5,225, 197 d.d. July 6, 1993, and corresponding patents in other
         countries.

1.9      The term "Registration Dossiers" shall mean and include dossiers filed
         by Organon in the Territory with the relevant government institutions
         for the purpose of obtaining marketing approval for the Product in the
         name of Organon or its Affiliated Companies.

1.10     The term "Stability Batches" shall mean a total of five pilot scale GMP
         production batches, comprising two batches of 15 mg Substance
         Orasolv(R) tablets, one batch of 30 mg Substance Orasolv(R) tablets and
         two batches of 45 mg Substance Orasolv(R) tablets. The batch numbers
         are respectively: 990017, 990018, 990019, 990020 and 990021.

1.11     The term "Substance" shall mean mirtazapine and/or its salts and/or its
         enantiomers.

1.12     The term "Territory" shall mean the whole world.

1.13     The term "Toll Manufacturing Agreement" shall mean the Toll
         Manufacturing Agreement referred to in the preamble hereof.

1.14     The term "Validation Batches" shall mean a total of three full scale
         GMP production batches of 525 kilograms each, comprising one batch of
         15 mg, 30 mg and 45 mg Substance Orasolv(R) tablets, respectively.

1.15     The term "Patent Country" means a country in which one or more Patents
         covering the Product and/or its method of manufacture are in force and
         have not expired, been
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         nullified or revoked.

1.16     The term "Non-Patent Country" means a country other than a Patent
         Country.

1.17     The term "Patent Country Sale" means a sale of Product in which the
         Product is transferred within a Patent Country; from a Patent Country
         to a Non-Patent Country; or from a Non-Patent Country to a Patent
         Country.

1.18     The term "Non-Patent Country Sale" means a sale of product other than a
         Patent Country Sale.

ARTICLE 2 GRANT OF LICENSES

2.1      CIMA hereby grants to Organon (a) an exclusive license under the
         Know-How and the Cima-Patents regarding the Product, during the term of
         this Agreement, to use, sell, offer to sell or otherwise distribute the
         Product in the Territory and (b) an exclusive license under the
         Manufacturing Know-How and the CIMA-Patents to make a Product, have the
         Product made, solely under Organon's right to the extent permitted to
         self-supply in the Toll Manufacturing Agreement and (c) a non-exclusive
         license under US Patent 5,225, 197 and corresponding patents in foreign
         countries to make, have made, sell, use, or offer for sale or otherwise
         distribute the Product in the Territory.

2.2      Organon has the right to sub-license the rights granted to it under
         Section 2.1(a) to an Affiliated Company of Organon and/or a Non
         Affiliated Company of Organon for the purposes of marketing or
         distributing the Product. In case such a right is granted to a Non
         Affiliated Company of Organon, CIMA shall be notified by Organon.
         Organon has the right to sub-license the rights granted to it under
         Section 2.1(b) to an Affiliated Company of Organon, and CIMA retains
         the right to make the Product for Organon under the Toll Manufacturing
         Agreement. Sales will be recorded as "Net Sales" for purposes of
         royalty calculations.

2.3      Organon covenants that any third party to which it may sub-license
         certain rights hereunder as well as any third party




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         distributor entrusted by Organon with the physical distribution of
         the Product, will be bound by the terms and conditions of this
         Agreement.

ARTICLE 3 TRANSFER OF MANUFACTURING KNOW-HOW

3.1      In the event Organon decides to manufacture certain of its requirements
         of the Product itself or have the Product manufactured by its
         Affiliated Companies a third party shall be designated by Organon
         subject to CIMA's written consent which shall not be unreasonably
         withheld or delayed. Written notice must occur six months in advance of
         the manufacturing Know-How Transfer. CIMA shall collaborate with
         Organon to transfer to Organon all Manufacturing Know-How as further
         described in the Toll Manufacturing Agreement. The technology transfer
         fee for transfer of Know-How is addressed in the Toll Manufacturing
         Agreement.

3.2      Upon the request of Organon, CIMA shall make available personnel to
         assist Organon or the third parties designated by Organon in starting
         up the manufacture of the Product as further described in the Toll
         Manufacturing Agreement.

3.3.     Organon warrants that the elected third party shall comply with the
         confidentiality clause of Article 4 hereof.

ARTICLE 4 CONFIDENTIALITY

4.1      It is understood and agreed by Organon, that all Know-How and other
         information and data disclosed by CIMA to Organon under this Agreement
         and/or under the Toll Manufacturing Agreement is and shall remain the
         exclusive property of CIMA. It is acknowledged by Organon that the
         Know-How and other information and data are only disclosed to Organon
         for the purposes and use described in this Agreement and that they are
         to be regarded as trade secrets containing unpublished results of
         private research and experience which are used in CIMA's business and
         which are of a nature customarily held in strict confidence and
         regarded as privileged knowledge; consequently any disclosure by
         Organon of Know-How information and data in violation of the obligation
         of this paragraph will harm and damage CIMA's








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         legitimate business interests. Organon hereby undertakes to keep
         secret and confidential the know-How and above mentioned information
         and data during the term of this Agreement as well as thereafter and
         not to disclose the Know-How, information and data to any third
         party, person, government institution other than those referred to
         in Article 5, or Affiliated Company of Organon, or third party
         designated by Organon in compliance with Article 3, having a need to
         know such information and agreeing to comply with the terms of this
         Article 4, without CIMA's prior written approval and not to use it
         for any other use or purpose than those described in this Agreement.

4.2      The obligations described in paragraph 4.1 above shall not be
         applicable to any part of the Know-How or other information and data
         disclosed by CIMA under this Agreement which:
         - at the moment of disclosure, is general (public) knowledge;
         - after disclosure, through no fault of Organon or the government
           institution referred to in article 5, becomes general
           (public) knowledge;
         - properly and lawfully becomes available to Organon, from sources
           not bound to CIMA by a secrecy obligation, provided this can be
           adequately substantiated.

4.3      Organon will use the Product and the Know-How and other information and
         data of CIMA solely for the purposes specified in this Agreement and
         for no other purpose. Upon termination or expiration of this Agreement
         Organon hereby undertakes, upon such request from CIMA, to promptly
         return all documentation received from CIMA on which the Know-How is
         displayed and/or described and not to retain any copy or photocopy of
         such documentation and to stop any further use or disclosure of CIMA's
         Know-How and/or other information and data as referred to in paragraph
         4.1 above, except one copy of all documents or other written material
         containing confidential information-to be kept in the files of its law
         department provided that reasonable measures are taken to limit access
         to such files- for the sole purpose of resolving future disputes
         concerning this Agreement.


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ARTICLE 5 REGISTRATION AND MARKETING APPROVAL

Organon shall use its reasonable best efforts to have the registrations and
marketing approval for the Product in the Territory granted as soon as possible.
All expenses and fees in connection with the application and maintaining of the
registrations and marketing approval by Organon in the Territory shall be for
account of Organon. Organon shall own all registrations and marketing approvals
of the Product.

ARTICLE 6 PRICE APPROVAL

At the same time as the application for marketing approval, Organon shall file
with the relevant government institution an application for price approval for
the Product.

ARTICLE 7 PROMOTION

Organon shall use its reasonable best efforts to successfully commercialize the
Product within the Territory and agrees to use such reasonable best efforts in
particular to successfully promote the Product in the Territory. The amount of
effort to be applied to each region of the Territory is to Organon's discretion.

ARTICLE 8 PURCHASE AND SUPPLY OF PRODUCTS

The terms of the manufacture and supply of the Product will be contained in the
Toll Manufacturing Agreement.

ARTICLE 9 CONSIDERATION

9.1      In consideration of the rights granted to Organon under article 2,
         Organon shall pay CIMA[***CONFIDENTIAL TREATMENT REQUESTED, PORTION
         OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION.***] within 14 days after execution of this Agreement.
         Furthermore, the following milestone payments shall be made by Organon
         to CIMA:



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         (i)  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]upon
         completion of the Stability Batches;

         (ii) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]upon
         completion of the Validation Batches;

         (iii)[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]upon first
         regulatory acceptance by a regulatory authority of the Registration
         Dossier of a Product for review for obtaining registration;

         (iv) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]upon
         successful registration of the first Product in the United States;

         (v) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]upon
         successful registration of the first Product in any country belonging
         to the European Union.

         For clarity of understanding the payments referred to in this Article
         9.1 shall each be payable only once such that the maximum aggregate
         payment will be US$3,000,000 (three million United States Dollars)
         irrespective of the number of Product commercialized.

         Organon may take as a credit against royalties payable to CIMA under
         Section 9.2 [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]in respect
         of each of the first five calendar years during which Net Sales of the
         Product amount to more than[***CONFIDENTIAL TREATMENT REQUESTED,
         PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION.***]This credit shall be made to Organon by
         crediting[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]against the
         royalties payable by it to CIMA







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         for each of the four calendar quarters during the year following the
         Qualifying Year.

         For any other indication of the Product other than the treatment
         of depression Organon and CIMA shall agree separately as to the
         reimbursement of any development costs, royalty percentages and
         milestone costs for that indication.

9.2      As a further compensation for granting such rights to Organon, Organon
         shall pay the royalties to CIMA as described in Exhibit II. Any and all
         royalty payments pursuant to this Agreement shall be based upon Net
         Sales.

         As further compensation for granting such rights to Organon, Organon
         shall pay to CIMA royalties as follows: with respect to any Patent
         Country sale, the amount of royalties due shall be the full royalties
         set forth in Exhibit 2 hereof. With respect to any Non-Patent Country
         Sale, the royalty shall be[***CONFIDENTIAL TREATMENT REQUESTED, PORTION
         OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION.***]of the amount set forth in Exhibit 2, provided that
         Organon's obligation to pay royalties on Non-Patent Country Sales to
         purchasers in each Non-Patent Country shall terminate five (5) years
         after Organon first makes a bonafide, commercial scale Non-Patent
         Country Sale to a purchaser in that country; Organon shall be granted a
         royalty free license after those five years.  In calculating the
         amounts of royalties due hereunder, all sales made by Organon and/or
         its licensee during each calendar year, including Patent Country sales,
         Non-Patent Country Sales upon which royalties are due and Non-Patent
         Country sales upon which no royalties are due shall be aggregated.

9.3      For the purpose of determining the royalties under paragraph 9.1 and/or
         9.2, Organon shall render CIMA within sixty (60) days after the end of
         each calendar quarter





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         an accounting of the Net Sales during that calendar quarter by country,
         and shall accompany such accounting with its payment, if any such
         payment is due hereunder, for the calendar quarter. The currency
         conversion from local currencies into U.S. dollars for the purpose of
         this agreement will be carried out using the currency exchange rate
         published in the Wall Street Journal on the last working day of each
         calendar quarter. Organon will inform CIMA of the amount payable and
         CIMA will invoice them for that amount. Organon will include with each
         payment a breakdown of actual Net Sales which is the basis for the
         calculation of the payment.

9.4      Organon shall keep accurate and adequate records with respect to Net
         Sales subject to royalty hereunder. Organon shall permit from time to
         time during the term of this Agreement and one (1) year after its
         termination or expiration, upon reasonable request by CIMA a certified
         public accountant acceptable to Organon to examine said records, shall
         provide any information reasonably requested to explain the records,
         and shall permit the accountant to make copies or extracts from such
         records to the extent necessary to verify the accuracy thereof.

9.5      Organon's royalty payment obligations will cease to accrue upon the
         expiration or termination of this Agreement subject to the terms of,
         Article 12 below. Expiration of this agreement shall not affect
         Organon's obligation to pay royalties with respect to sales made prior
         to such expiration or termination.

9.6      Payments due shall be made within 30 days after receipt of the
         relevant invoices.

ARTICLE 10. MAINTENANCE OF PATENT, INFRINGEMENT

10.1     CIMA shall at its own discretion prosecute any of its applications for
         CIMA-Patents and shall pursue the application, defense, prosecution,
         maintenance and all other handling of the CIMA-Patents. CIMA shall
         provide Organon with copies of all material patenting documents and
         shall respond to any inquiries of Organon regarding the CIMA-
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         Patents which may be relevant to Organon. CIMA shall give consideration
         to any reasonable recommendations and/or requests by Organon.

10.2     CIMA may at its sole discretion decide whether it wishes to maintain
         any of the granted Patents or any patent application and nothing
         contained herein shall or may be construed as an obligation to CIMA to
         maintain any such granted Patents or pursue any such pending patent
         applications. In the event that CIMA wishes to abandon any of the
         Patents, it shall notify Organon of such decision not less than sixty
         (60) days prior to the date of such abandonment becomes irrevocable and
         CIMA shall consider any opinions or comments of Organon concerning such
         abandonment.

10.3     Organon's obligation to pay royalties for Know-How on Net Sales of
         Products shall for countries for which CIMA abandoned the Patents
         continue at[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the
         royalty rate.

10.4     Organon shall have the right but not the obligation to seek extensions
         of terms of Patents and to seek to obtain Supplementary Protection
         Certificates in relation to the Products. At Organon's request CIMA
         shall authorize Organon to act as CIMA's agent for the purpose of
         making any application for any extension of the term of the patents or
         for attainment of Supplementary Protection Certificates in relation to
         the Products and, at Organon's request, CIMA shall provide reasonable
         assistance thereof to Organon at Organon's expense.

10.5     CIMA shall inform Organon from time to time about the institution or
         possible institution of any interference, opposition, re-examination,
         re-issue, revocation, nullification or any other official proceeding
         involving a Patent anywhere in the Territory. CIMA agrees to keep
         Organon at Organon's request informed of the course of patent
         prosecution or other proceedings by providing Organon with copies of
         substantive communications, search reports and third party observations
         submitted to or received from patent offices throughout the territory.
         CIMA shall provide







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         such patent consultation to Organon at no cost to Organon. Organon
         shall hold all information disclosed to it under this section as
         confidential.

10.6     Each party shall give written notice of any suspected infringement of
         the Patent Rights regarding the Product to the other party within 30
         (thirty) days of their receipt of notification. Within 4 (four) weeks
         of such notice, parties' patent and/or legal counsel shall consult on
         the strategy to be pursued with respect to the infringement. In such
         event, Articles 10.7 to 10.10 shall apply.

10.7     CIMA shall be responsible for taking any legal action against the
         infringer and the costs thereof and shall regularly consult with
         Organon during the pursuance thereof. CIMA shall seek the written
         consent of Organon for any proposed settlement with any infringing
         party, provided however that CIMA may settle such action without
         consent of Organon if such settlement includes a cessation of the
         infringing activity regarding the Product. Organon shall not withhold
         any such consent unreasonably, it being understood that to the extent
         such settlement adversely impacts the benefits to Organon under the
         licenses granted hereunder, such licenses will be modified as
         appropriate to compensate Organon.

10.8     If CIMA does not diligently address any infringement regarding the
         Product within thirty (30) days of receipt of Organon's notice thereof
         or if CIMA fails to notify Organon of any discovered infringement
         regarding the Product within thirty (30) days of discovery, Organon
         will have the right to prosecute such infringement at the expense of
         CIMA, following notification to CIMA of its intent and inaction by CIMA
         within 30 (thirty) days of such notification. Any costs and expenses
         made by Organon with respect thereto may be offset against quarterly
         royalties otherwise owing to CIMA in the country where the infringement
         took place. The charge to CIMA will be billed against royalties in four
         quarterly payments. Organon shall have the right to settle, and CIMA
         shall execute any settlement documents as necessary, such action
         without consent of CIMA if such settlement includes a cessation of the
         infringing activity or provides for a sub-








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         license within the Field and provided such settlement can not
         reasonably be expected to impact the validity of the Patent Rights;
         otherwise Organon may settle only with the consent of CIMA which
         consent may not be unreasonably withheld. CIMA shall cooperate in
         such action with Organon and will at the request and for the account
         of Organon, join in such action if such is formally necessary in
         order to avoid dismissal.

10.9     The non-controlling party shall have the right to participate in such
         action with its own counsel and at its own expense and the
         non-controlling party shall render all assistance reasonably required
         by the controlling party.

10.10    Any recovery from such action contemplated in 10.8 and 10.9 above
         except the expenses of counsel shall be applied first to the costs and
         expenses of the parties. The remainder of recoveries shall be
         distributed as follows:
         a)  CIMA shall be compensated first for loss of royalty income over
             Net Sales of Products by Organon if and to the extent that
             Organon has withheld royalty payments pursuant to Article 10.3
             above;
         b)  the remaining balance of the recoveries shall be for Organon.

10.11    In all cases of infringement of the Patent Rights other than foreseen
         in paragraph 10.6 above, CIMA shall have the sole and exclusive right
         to prosecute, control and settle such an action. The cost of such
         action shall be borne solely by CIMA and the recovery from such action
         shall belong solely to CIMA.

10.12    Organon will mark the Product with the proper legend concerning patent
         coverage in accordance with the laws of each country where the patent
         marking is required.

ARTICLE 11 WARRANTIES

11.1     CIMA warrants that:

         a)  CIMA is a corporation duly organized, duly existing and in
             good standing under the laws of the State of





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             Delaware in the United States of America, with full right, power
             and authority to enter into and perform this Agreement and to
             grant all of the rights, powers and authorities herein granted;

         b)  The execution, delivery and performance of this Agreement do
             not conflict with, violate or breach any agreement to which
             CIMA is a party, or CIMA's articles of incorporation or bylaws;

         c)  CIMA has sufficient rights in the Know-How and the Patents to grant
             to Organon the rights set forth in Section 2.1. To the knowledge of
             CIMA the execution of the provisions of this Agreement does not
             infringe in any third parties proprietary rights.

         d)  CIMA agrees to indemnify Organon against any claim from any third
             party regarding any infringement by the Product or the process used
             to make the Product of third parties' US patents rights valid on
             the Effective Date. CIMA shall have the right to control the
             defense of any such claim provided that CIMA will not settle any
             such claim on terms requiring discontinuance of the Product without
             consent of Organon, which shall not be unreasonably withheld.
             Nevertheless, Organon shall perform research regarding the Product
             for possible conflicts with third parties proprietary rights valid
             in Europe. Such research shall be terminated within three (3)
             months after Effective Date. Organon shall assess the results of
             such research, and shall decide whether the results are
             satisfactory. An unsatisfactory result from such research shall be
             a condition to this Agreement. Any and all actions performed under
             this Agreement shall than be reversed.

11.2     Organon warrants that:

         a)  The companies herein defined as Organon are corporations duly
             organized, existing and in good standing under the laws of
             Switzerland and/or the Netherlands, with full right, power and
             authority to





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             enter into and perform this Agreement and to grant all of the
             rights, powers and authorities herein granted;

         b)  The execution, delivery and performance of this Agreement do
             not conflict with, violate or breach any agreement to which
             Organon is a party, or the articles of incorporation or by
             laws of any of the companies defined herein as Organon;

         c)  This Agreement has been duly executed and delivered by Organon and
             is a legal, valid and binding obligation enforceable against
             Organon in accordance with its terms.

ARTICLE 12 DURATION

12.1     This Agreement shall become effective as of the Effective Date and
         shall expire upon the expiration of the last Patent covering the
         Product.

12.2     Notwithstanding the preceding paragraphs, this Agreement may be
         terminated forthwith by registered mail or overnight courier:

         a)    by either Party in the event the other Party shall materially
               breach any of its obligations under this Agreement and shall fail
               to remedy such breach within ninety (90) days from receipt of
               written notice of such breach by the Party not in default; or

         b)    by either Party in the event of the other Party's liquidation,
               bankruptcy or state of insolvency; or

         c)    By either Party in case the other Party assigns this Agreement in
               whole or in part to any third party or sells a substantial part
               of its business to any third party or in the event there is a
               substantial change in the identity of that other Parties present
               management or shareholders without the prior written consent of
               the other Party.




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         d)    By CIMA if the Toll Manufacturing Agreement has not been signed
               within (12) twelve months after the signing of this Agreement.

12.3     Articles Confidentiality, Indemnification, Miscellaneous and 15.1 shall
         survive termination of this Agreement.

ARTICLE 13 INDEMNIFICATION

13.1.    CIMA will indemnify and hold Organon and Organon's Affiliated Companies
         harmless from and against all claims, suits and proceedings, and all
         damages, losses, costs, recoveries and expenses, including reasonable
         legal expenses and costs (including attorneys' fees) that Organon or
         Organon's Affiliated Companies may incur, arising out of any third
         party's claim of property damage or personal injury or death arising
         from the use of the Product or CIMA's negligent or willful misconduct
         in its performance of this Agreement or any breach of a representation
         or warranty given herein by CIMA. However, CIMA will in no event be
         liable for any such claims, damages, losses, costs or expenses to the
         extent they arise out of or result from materials, including the
         Substance, supplied by Organon to CIMA, or from Organon's or Organon's
         Affiliated Companies' negligence or willful misconduct.

13.2.    Organon will indemnify and hold CIMA and CIMA's Affiliated Companies
         harmless from and against all claims, suits and proceedings, and all
         damages, losses, costs, recoveries and expenses, including reasonable
         legal expenses and costs (including attorneys' fees) that CIMA or
         CIMA's Affiliated Companies may incur, arising out of any third party's
         claim of property damage or personal injury or death arising from use
         of the Product to the extent that such liability results from Organon's
         or Organon's Affiliated Companies' negligent or willful misconduct in
         its performance of this Agreement or any breach of a representation or
         warranty given herein by Organon. However, Organon will in no event be
         liable for any such claims, damages, losses, costs or expenses to the
         extent they arise out of or result from materials supplied by CIMA to
         Organon, or from CIMA's or CIMA's Affiliated Companies' negligence or
         willful misconduct.




<PAGE>   18

                                       18

13.3.    In the event any third party asserts a claim covered by Sections 13.1
         or 13.2, the indemnified party will give prompt notice to the
         indemnifying party, who may, at its election, handle and control the
         defense or settlement of the claim at its own expense by giving prompt
         notice to the indemnified party. However, the indemnifying party will
         not settle any such claim without the indemnified party's prior written
         consent, which will not be unreasonably withheld. If the indemnifying
         party does not give such notice and does not proceed diligently to
         defend the claim within thirty (30) days after receipt of notice, the
         indemnifying party will be bound by any defense or settlement that the
         indemnified party may make as to that claim and will reimburse the
         indemnified party for any expenses related to the defense or settlement
         of the claim. The parties will cooperate in defending against any
         asserted third-party claims. Indemnification of the indemnified party
         will also cover the indemnified party's directors, officers, employees,
         agents, Affiliated Companies, and third parties performing services for
         the indemnified party.

ARTICLE 14 APPLICABLE LAW AND DISPUTE RESOLUTION

14.1     The validity, construction and performance of this Agreement shall be
         governed by and construed in accordance with the laws of the State of
         Delaware.

14.2     The Parties shall attempt in good faith to resolve promptly any dispute
         arising out of or relating to this Agreement by negotiation. If the
         matter can not be resolved in the normal course of business any
         interested Party shall give the other Party written notice of any such
         dispute not resolved, after which the dispute shall be referred to more
         senior executives of both Parties, who shall likewise attempt to
         resolve the dispute.

14.4     If the dispute has not been resolved by non-binding means as provided
         in paragraph 14.3 above within forty-five (45) days of the initiation
         of such procedure, the dispute shall be finally and exclusively settled
         by arbitration by three independent arbitrators in Minneapolis,
         Minnesota under the Uncitral Arbitration Rules. Each party shall select
         one







<PAGE>   19

                                       19

         arbitrator, and those two arbitrators shall appoint the third by
         mutual agreement and in accordance with the Uncitral Arbitration Rules.
         The appointing authority shall be The London Court of International
         Arbitration in London, England. The language of the arbitration shall
         be English. The arbitration shall be in lieu of any other remedy and
         the award shall be final, binding and enforceable by any court having
         jurisdiction for that purpose. The Parties further agree that the
         arbitrators are not authorized to award punitive damages in connection
         with any controversy or claim settled by arbitration.

14.5     This Article shall, however, not be construed to limit or to preclude
         either Party from bringing any action in any court of competent
         jurisdiction for injunctive or other provisional relief as necessary or
         appropriate.


<PAGE>   20
                                       20

ARTICLE 15 NON CONCURRENCE AND NEW DEVELOPMENTS


15.1     In case CIMA develops new fast dissolve technologies for formulations
         of Product that could contain the Substance, CIMA will grant Organon
         the right, for a period of one year after CIMA makes any such new
         technology commercially available, to obtain an exclusive license on
         such technologies to manufacture, use and sell Product containing the
         Substance in the Territory. CIMA shall offer such license to Organon at
         least at the same terms or terms not less favorable than those offered
         to third parties based on royalty, at development-, milestone and
         license fees.

15.2     In the event that any invention is made jointly by employees of CIMA
         and Organon ("Joint Invention") in the course of any research conducted
         pursuant to this Agreement, or in the course of research using any of
         the Prototypes supplied under the License Option Agreement, then the
         following shall apply: Any Joint Invention which is applicable to
         product containing active ingredients other than the Substance shall be
         owned by CIMA, but Organon shall have an exclusive, worldwide,
         royalty-free license to use such invention in connection with products
         containing the Substance as the sole active ingredient. Any Joint
         Invention which is applicable only to products containing only the
         Substance shall be owned by Organon. Any invention made by employees of
         CIMA which is applicable to products containing only the Substance and
         does not include fast-dissolve technology shall be owned by Organon.
         The party owning any invention pursuant to this Agreement (the "Owner")
         shall have the right, but not the obligation, to obtain patents and
         other forms of protection for such invention at its own expense, and
         the other party hereto shall cooperate with the owner in obtaining such
         protection as requested by the Owner. The Owner shall reimburse the
         other party hereto for reasonable expenses and reasonable charges for
         staff time devoted to such cooperation. If the party does not exercise
         its right to obtain patent protection, it shall enable the other party
         to get such protection. The ownership and licenses granted under this
         section doe not include any license or right






<PAGE>   21

                                       21

         under any other patent, technology, trade secrets, know-how or other
         Confidential Information owned or licensed by either party hereto.

15.3     If, during the term of this Agreement, Organon discovers that the
         combination of Substance and a fast-dissolving dosage form has an
         effect outside the field of depression, then Organon will own the
         rights to such use but will not commercialize such a combination
         outside the range of the Product without either (a) using Orasolv(R) or
         another fast-dosage dosage form owned by CIMA, provided that the rights
         to such fast-dissolve technology of CIMA are available to be licensed
         for that indication of the Product other than depression, or (b) paying
         to CIMA a fee of[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***].

ARTICLE 16 MISCELLANEOUS

16.1     Publicity. Except as may be required by law or regulatory authorities,
         neither party shall release or generate any publicity concerning the
         transactions contemplated hereunder without the express consent of the
         other party, which consent shall not be unreasonably withheld or
         delayed. A press release announcing this Agreement is attached as
         Exhibit III. The term "publicity" shall not include responses to press
         or trade inquiries or internal communications by either party directly
         or solely to its employees, provided, that such responses or
         communications do not describe the specific terms of the transactions
         contemplated hereunder in substantially greater detail than contained
         in a description of the transactions agreed to by both parties, and
         provided further, that each party will be free to provide employees
         with information required in the performance of their duties. Any party
         that determines applicable securities laws require it to file this
         Agreement shall first provide the other party a copy of the redacted
         version it intends to file and shall provide the other party





<PAGE>   22

                                       22

         the opportunity to comment thereon. Nonetheless the filing party will
         make the final decision regarding the version to file, based on the
         advice of its counsel.

16.2     Headings. All headings of the Articles and Paragraphs of this Agreement
         are added to those Articles and Paragraphs for the purpose of
         convenience only and the contents and meaning of such headings shall in
         no way limit the meaning and applicability of the relevant Articles and
         Paragraphs.

16.3     Entire Agreement. This Agreement, the Development and License Option
         Agreement and the Toll Manufacturing Agreement constitute the entire
         agreement between the Parties and annuls and replaces any other
         agreement or understanding whether written or oral which may have
         existed between the parties with respect to the subject matter hereof.
         All schedules and Exhibits referred to form an integral part of this
         Agreement. this Agreement can be modified or amended and rights under
         this Agreement waived only in writing signed by the Party to be
         charged.

16.4     No Assignment. Organon shall not assign or otherwise transfer this
         Agreement or any part thereof to any third party, without the written
         consent of CIMA.

16.5     Binding upon Successors. This Agreement shall bind and benefit the
         Parties and their respective successors and assigns.

16.6     Notices. All notices in connection with this Agreement shall be in
         writing and be in the English language (as shall all other written
         communications and correspondence) and may be given by personal
         delivery, prepaid registered airmail letter, telegram or telefax,
         addressed to the Party required or entitled to receive same at its
         address set forth below, or to such other address as it shall later
         designate by like notice to the other Party. Notice of termination of
         this Agreement if given by telegram or telefax, shall be confirmed by
         prepaid registered airmail letter dated and posted the same day. The
         effective date of any notice if served by telegram, telex or telefax
         shall be deemed the first business day in the city of destination
         following the






<PAGE>   23

                                       23

         dispatch thereof and if given by prepaid registered airmail letter
         only, it shall unless earlier received, be deemed served not later than
         seven (7) days after date of posting.

         Notice to Organon shall be to:
         Organon International AG
         Switzerland
         Telefax: + 41 55 4151998
         Attention: General Manager

         with a copy to:
         N.V. Organon
         PO Box 20
         5340 BH OSS
         The Netherlands
         Telefax: 31 412 646923
         Attention: President

         Notice to CIMA shall be to:
         CIMA Labs Inc.
         + 1 612 947 8770
         Attention: President

16.7     Severability. All stipulations contained in this Agreement shall be so
         construed as not to infringe any provision of any law prevailing to
         this Agreement. To the extent that, and only to the extent that, any
         stipulation does infringe any such provisions, said stipulation shall
         be deemed void and shall be replaced by a stipulation in such a way as
         in accordance with the prevailing law is possible and in such a way as
         will be the least prejudicable to the interest of either Party. The
         infringement of any provision by a stipulation shall not affect the
         validity of any other stipulation of this Agreement.

16.8     Independent Contractors. The Parties are independent contractors and
         nothing in this Agreement shall imply any principal or agent
         relationship or other joint relationship and neither Party shall have
         the power or authority, either express or implied, to obligate the
         other Party.




<PAGE>   24

                                       24

16.9     Language. This Agreement is written in the English language and
         executed in two (2) counterparts, each of which shall be deemed an
         original. The English language text of this Agreement shall prevail
         over any translation thereof.

16.10    No Waiver. Failure of either party to insist upon the strict and
         punctual performance of any provision of this Agreement shall not
         constitute a waiver of, or estoppel against asserting the right to
         require such performance, nor should a waiver or estoppel in one case
         constitute a waiver or estoppel with respect to a later breach whether
         of similar nature or otherwise.

16.11    Back-up facility. 36 months after the Effective Date Manufacturer shall
         have provided for a back-up facility that will be available immediately
         when the manufacturing of the Product is for practical reasons of any
         kind no longer possible in the facility that is normally used to
         manufacture the product.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives to be effective as of the
date first written above.

ORGANON INTERNATIONAL AG.           CIMA Labs Inc.

By   : /s/ T. Boerma                By   : /s/ John M. Siebert
Name : Mr. T. Boerm                 Name : John M. Siebert, Ph.D.
Title: General Manager              Title: President and CEO

By   : /s/ R. Hugli                 By   : ______________________
Name : Mr. R. Hugli                 Name : ______________________
Title: General Manager              Title: ______________________

N.V. ORGANON

By   : /s/ J. Lakeman
Name : Dr. J. Lakeman
Title: Managing Director International
           Production and Quality Affairs

By   : /s/ T.J. Kalff
Name : Drs. T.J. Kalff
Title: President



<PAGE>   25
                                      25

                               LIST OF EXHIBITS


EXHIBIT I       Patents and Patent Applications

EXHIBIT II      Royalty payments
<PAGE>   26
                                       26

                                LIST OF EXHIBITS

EXHIBIT I
Patents and Patent Applications


---------------------- ------------------------ ----------------------------
Country                               Patent /                  Filing/Issue
                               Application No.                          Date
---------------------- ------------------------ ----------------------------
US                                 5,178,878(1)             January 12, 1993
---------------------- ------------------------ ----------------------------
US                                 5,225,197(1)                 July 6, 1993 *
---------------------- ------------------------ ----------------------------
US                               S.N.230,738(2)               April 21, 1994
---------------------- ------------------------ ----------------------------
US                           S.N.601,042,566(2)                April 1, 1997
---------------------- ------------------------ ----------------------------
CAN                            S.N.2,061,917(2)            February 26, 1992
---------------------- ------------------------ ----------------------------
JAPAN                          S.N.2,514,500(2)           September 13, 1990
---------------------- ------------------------ ----------------------------
AUSTRALIA                            646,232(1)                 June 3, 1994
---------------------- ------------------------ ----------------------------
EUROPE                               494,972               November 27, 1996
---------------------- ------------------------ ----------------------------


(1) Issued Patents
(2) Pending Patent Applications
 *  Licensed Technology





<PAGE>   27
                                       27



     EXHIBIT II
     Royalty payments


     NET SALES PER PRODUCT (US$ IN MILLION) PER CALENDAR YEAR - YEARS 1
     THROUGH 5 (reflects potential give-back of $1 million)

<TABLE>
                       ------------- ------------ ------------- ------------- ------------- ------------- ------------ -------------
<S>                     <C>          <C>          <C>           <C>           <C>           <C>          <C>           <C>
      GREATER THAN:               0           50           100           150           200           300          400      OVER 500
   LESS THAN EQUAL TO            50          100           150           200           300           400          500
                       ------------- ------------ ------------- ------------- ------------- ------------- ------------ -------------
        ROYALTY %               ***          ***           ***           ***           ***           ***          ***           ***
                       ------------- ------------ ------------- ------------- ------------- ------------- ------------ -------------
</TABLE>

     *** - [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
           SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]

     [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH
     THE SECURITIES AND EXCHANGE COMMISSION.***]

     NET SALES PER PRODUCT(US$ IN MILLION) PER CALENDAR YEAR - YEARS 6 THROUGH
     ALL PATENT EXPIRATIONS

<TABLE>
                       ------------- ------------ ------------- ------------- ------------- ------------- ------------ -------------
<S>                     <C>          <C>          <C>           <C>           <C>           <C>          <C>           <C>
      GREATER THAN:               0           50           100           150           200           300          400      OVER 500
   LESS THAN EQUAL TO            50          100           150           200           300           400          500
                       ------------- ------------ ------------- ------------- ------------- ------------- ------------ -------------
        ROYALTY %               ***          ***           ***           ***           ***           ***          ***           ***
                       ------------- ------------ ------------- ------------- ------------- ------------- ------------ -------------
</TABLE>

     *** - [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
           SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]