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                                                                   EXHIBIT 10.42

                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]


                                SUPPLY AGREEMENT


                THIS AGREEMENT is made as of January 1, 2001 (the "Effective
        Date") by and between Meridian Medical Technologies, Inc. ("Meridian"),
        a Delaware corporation, having its principal place of business at 10240
        Old Columbia Road, Columbia, Maryland 21046, and Dey, L. P. ("Dey"), a
        Delaware limited partnership, having its principal place of business at
        2751 Napa Valley Corporate Drive, Napa, California 94558, the sole
        general partner of which is Dey, Inc., a Delaware corporation having its
        principal place of business at 2751 Napa Valley Corporate Drive, Napa,
        California 94558.

                               W I T N E S S E T H

                WHEREAS, EM Industries, Incorporated ("EMI"), an Affiliate (as
        hereinafter defined) of Dey, was the exclusive distributor of EpiPen(R)
        and related products worldwide pursuant to certain distribution
        agreements including an Agreement with Meridian, dated October 21, 1996;

                WHEREAS, EMI appointed Dey to act as its exclusive
        sub-distributor of EpiPen(R) and related products worldwide pursuant to
        a Master Agreement with Dey, dated May 26, 1998, effective as of July 1,
        1997;

                WHEREAS, Dey now desires to modify its status as an exclusive
        sub-distributor under EMI and become the exclusive distributor in the
        Territory (as hereinafter defined) of the Products (as hereinafter
        defined) and of New Injection Technology (as hereinafter defined) should
        such be developed and to the extent provided in Section 1e hereof;

                WHEREAS, EMI has agreed to terminate its distributorship
        arrangement with Meridian as of January 1, 2001 and sub-distributorship
        arrangement with Dey as of January 1, 2001; and

                WHEREAS, EMI and Merck KGaA, an Affiliate of Dey, have licensed
        to Dey the exclusive rights to use the trademark EpiPen(R) and related
        trademarks in the Territory.

                NOW, THEREFORE, in consideration of the premises, mutual
        covenants, promises and agreements set forth herein, and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the Parties hereby covenant, promise and agree as follows:

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                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -2-

                                   DEFINITIONS

                As used in this Agreement, the following terms, when
        capitalized, shall have the meanings set forth below:

        (a)     "Act" means the Federal Food, Drug and Cosmetic Act, 21 U.S.C.
                Sections 301 et seq. (1998), as such may be amended from time to
                time.

        (b)     "Active Ingredient" means Epinephrine, USP.

        (c)     "Affiliate" means, with respect to any Party, any corporation or
                other entity which controls, is controlled by or is under the
                common control with such Party. For purposes of this definition,
                "control" shall mean direct or indirect ownership of more than
                fifty percent (50%) of the voting interest or income interest in
                a corporation or entity or such other relationship as, in fact,
                constitutes actual control.

        (d)     "Annual Minimum" means the number of Regular Products Dey is
                required to order for delivery during a calendar year pursuant
                to Section 2b.

        (e)     "Annual Minimum Capacity" means the multiplicative product of
                the Annual Minimum for the current calendar year for the
                applicable Product and "...".

        (f)     "Batch" or "Lot" means, with respect to a Product, each separate
                and distinct quantity of such Product processed under continuous
                and identical conditions and designated by a batch or lot number
                and an expiration date by Meridian, and as defined in the
                Current Good Manufacturing Practices.

        (g)     "Batch Record" means all manufacturing documentation collected
                with respect to a Batch as agreed by the Parties pursuant to
                Section 6b.

        (h)     "Certificate of Analysis" means a document(s) signed and dated
                by a duly-authorized representative of the Quality Control
                ("QC") or Quality Assurance ("QA") Department of Meridian in
                accordance with Sections 6a and 6b.

        (i)     "Competitive Product" shall have the meaning set forth in
                Section 1d of this Agreement.

        (j)     "Confidential Information" means any proprietary or confidential
                information of a Party, including any and all know-how, trade
                secrets, pending patent applications, information, data,
                results, procedures, methodology, technical and scientific
                expertise which relate to the Products; business, financial,
                marketing, manufacturing, sales, distribution and supply
                information; information related to a Party's internal
                organization, personnel, methods and procedures, facilities,


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                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -3-

                capabilities, research, development, planning or products; and
                any other information which would reasonably be considered to be
                confidential.

        (k)     "Contact Person" shall have the meaning set forth in Section 14a
                of this Agreement.

        (l)     "Current Good Manufacturing Practices" or "cGMPs" means the
                requirements of the F.D.A. with regard to the manufacture of
                finished pharmaceuticals as set forth in 21 C.F.R. Section 211,
                as such may be amended from time to time.

        (m)     "Dey Marks" means the Marks owned or licensed by Dey specified
                in Exhibit H, which is attached hereto and incorporated herein
                by reference, and such other Marks as Dey may from time to time
                designate in writing at its sole discretion.

        (n)     "Effective Date" means the date that the Agreement shall
                commence, as defined in the first paragraph of this Agreement.

        (o)     "F.D.A." means the United States Food and Drug Administration.

        (p)     "Losses" means any and all liabilities, damages, losses, costs
                or expenses (including reasonable attorneys' fees and
                disbursements) subject to indemnification under Section 9
                hereof.

        (q)     "Mark" or "Marks" means a trade name, trademark, trade dress or
                service mark.

        (r)     "Meridian Marks" means the Marks owned or licensed by Meridian
                specified in Exhibit G, which is attached hereto and
                incorporated herein by reference, and such other Marks as
                Meridian may from time to time designate in writing at its sole
                discretion.

        (s)     "NDA" means the New Drug Application, and all supplements and
                amendments thereto, for any of the Products which have been
                submitted to the F.D.A. by Meridian or its predecessor and any
                equivalent filing in the Territory with an appropriate
                regulatory authority.

        (t)     "New Injection Technology" means "...".

        (u)     "Non-Conforming Products" means Products that do not conform to
                the requirements set forth under Section 3a(i) hereof.

        (v)     "Party" or "Parties" means Meridian and/or Dey, as the case may
                be.

        (w)     "Product" or "Products," as the case may be, means any type of
                Epinephrine injection product manufactured by Meridian as of the
                Effective Date, including, but not limited to, those products
                set forth in Exhibit A, and such other Products

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                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -4-

                as the Parties shall from time to time mutually agree to and
                designate in writing; for purposes of this Agreement, any
                Product or Products shall be deemed to include any modification
                or improvement made upon such Product or Products during the
                Term, including those modifications or improvements subject to
                Section 11a hereof.

        (x)     "Prospective Country" shall have the meaning set forth in
                Section 1b of this Agreement.

        (y)     "Purchase Order" means the order instructions made by Dey in
                writing for the Products in accordance with Section 4 of this
                Agreement.

        (z)     "Regular Products" means the Products sold by Dey (or its
                sub-distributors) under the trademarks EpiPen(R) Sr. and
                EpiPen(R) Jr. and any variations of the foregoing trademarks.

        (aa)    "Rolling Forecast" shall have the meaning set forth in Section
                4c of this Agreement.

        (bb)    "Specifications" means any and all chemical, biological,
                physical and descriptive criteria of the Products set forth in
                (i) the NDA for the Products and (ii) Exhibit C; provided,
                however, that Meridian shall notify Dey of any proposed
                additions or modifications to the criteria set forth in Exhibit
                C and, upon Dey's written consent, the criteria constituting the
                Specifications shall be supplemented and/or replaced by such
                additions or modifications and such additions or modifications
                shall be attached hereto as part of Exhibit C.

        (cc)    "Term" shall have the meaning set forth in Section 12 of this
                Agreement.

        (dd)    "Territory" means the United States, Canada and worldwide.

        (ee)    "Third Party" means any person or entity other than the Parties
                to this Agreement or any Affiliate of the Parties.

        (ff)    "United States" means the United States of America, its
                possessions and territories.

        (gg)    Unless specified to the contrary, references to Sections and/or
                Exhibits mean the particular Sections and/or Exhibits to this
                Agreement. Wherever used in this Agreement:

                        (1)     the words "include" or "including" shall be
                                construed as incorporating, also, "but not
                                limited to" or "without limitation";

                        (2)     the word "day" means a calendar day unless
                                otherwise specified;

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                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -5-

                        (3)     the word "law" (or "laws") means any applicable,
                                legally binding statute, ordinance, resolution,
                                regulation, code, guideline, rule, order,
                                decree, judgment, injunction, mandate or other
                                legally binding requirement of a government
                                entity; and

                        (4)     the word "notice" shall mean notice in writing
                                (whether or not specifically stated) and shall
                                include notices, consents, approvals and other
                                written communications contemplated under this
                                Agreement.


                                    SECTIONS


1.      GRANT OF RIGHTS

        a.      EXCLUSIVE RIGHT AND SUB-DISTRIBUTORS. Meridian hereby grants to
                Dey the exclusive right and license to market, distribute and
                sell the Products in the Territory. Dey shall have the sole and
                exclusive right to grant sublicenses to any sub-distributor with
                respect to any of the rights granted to Dey under this
                Agreement; provided that any such sublicense shall not vary the
                rights and obligations of the Parties under this Agreement
                except as the Parties may otherwise agree.

        b.      NEW MARKETS. In the event that during the Term, Dey desires to
                market, sell or distribute the Products in any country in the
                Territory in which the Products have not been licensed or
                approved by the relevant governmental authorities for marketing,
                distribution or sale prior to the Effective Date (a "Prospective
                Country"), Dey may do so pursuant to the following procedure:
                (i) Dey shall identify the Prospective Country to Meridian and
                shall advise Meridian of the actions, if any, that will be
                required of Meridian to comply with its obligations under this
                Agreement with respect to the Prospective Country, (ii) Meridian
                shall advise Dey of the incremental costs, if any, expected to
                be incurred by Meridian in manufacturing and preparing Products
                for sale in the Prospective Country, including without
                limitation capital improvements and the modification of the
                design of Products, and (iii) if Dey wishes to proceed to
                market, sell or distribute the Products in the Prospective
                Country, it shall agree to absorb the incremental costs so
                identified by Meridian in a manner mutually agreeable to Dey and
                Meridian, and Dey shall obtain, at its sole expense (or at the
                expense of its sub-distributors), all applicable governmental
                licenses and approvals required to qualify the Products for
                marketing, sale or distribution in such Prospective Country.
                Meridian hereby agrees to cooperate with Dey, at Dey's request
                and expense, in connection with the procurement by Dey of any
                such applicable governmental licenses and approvals.

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                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -6-


        c.      PROVISION OF REGULATORY INFORMATION. Upon Meridian's request,
                Dey shall provide Meridian with copies of any licenses,
                approvals or other documents reasonably necessary for Meridian's
                performance of its obligations under the Agreement. Meridian
                hereby agrees to provide Dey reasonable access to documents and
                data that are needed by Dey in connection with the pursuit of
                any licenses or approvals in the Territory at no additional cost
                to Dey; provided that Meridian shall not be obligated to perform
                additional studies or testing (including clinical trials) that
                it otherwise would not have created or performed under the
                Agreement.

        d.      "...".

        e.      "...".

        f.      "...".


2.      SUPPLY

        a.      REQUIREMENTS. Dey agrees to purchase from Meridian and Meridian
                agrees to supply to Dey all of Dey's requirements for the
                Products during the Term in the Territory.

        b.      ANNUAL MINIMUM. Dey agrees to order for delivery not less than
                "..." units of Regular Products for each calendar year during
                the Term; provided, however, that the Annual Minimum shall be
                "..." units in the event that a branded (i.e., not deemed
                bioequivalent to a Regular Product under applicable F.D.A.
                regulations) auto injector that constitutes a Competitive
                Product is approved by the F.D.A. and/or approved by any
                appropriate regulatory authority in the Territory and offered
                for sale by a party other than Dey or an Affiliate of Dey; and
                provided, further, that the Annual Minimum shall be "..." units
                in the event a generic (i.e., deemed bioequivalent to a Regular
                Product under applicable F.D.A. regulations) auto injector that
                constitutes a Competitive Product is approved by the F.D.A.
                and/or approved by any appropriate regulatory authority in the
                Territory and offered for sale by a party other than Dey or an
                Affiliate of Dey.

        c.      TERMINATION OF EXCLUSIVE RIGHT. "..."

        d.      DISTRIBUTION FOLLOWING TERMINATION OF EXCLUSIVE RIGHT. "..."

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                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -7-

3.      MANUFACTURE AND PRODUCTS SPECIFICATIONS

        a.      MANUFACTURE AND PRODUCT PACKAGING. Meridian shall design,
                formulate, manufacture, fill, test, package, label, store and
                ship all quantities of the Products in accordance with:

                        (i)     the Specifications for the Products;

                        (ii)    the applicable standard operating procedures of
                                Meridian, as they may be updated from time to
                                time by Meridian and, to the extent such updates
                                are required by any applicable regulatory
                                authority in the Territory, notified to Dey;

                        (iii)   Meridian's prevailing manufacturing and quality
                                assurance procedures;

                        (iv)    the cGMPs and any other applicable United States
                                laws; and

                        (v)     any applicable foreign country or international
                                laws of which Meridian has been notified,

                        subject in each case to such deviations, exceptions,
                        variations and omissions as are permitted under the
                        relevant Specifications, standard operating procedures,
                        prevailing manufacturing and quality assurance
                        procedures, cGMPs and applicable laws.

        b.      PROCESS VALIDATIONS. Meridian shall perform process validations
                of the manufacturing processes in accordance with the
                Specifications and all applicable laws in the Territory and
                shall make records of such validations. All costs and expenses
                necessary for such process validations which are required by the
                cGMPs shall be paid by Meridian. All costs and expenses
                necessary for such process validations which are not required by
                the cGMPs, but are requested by Dey or required by any country
                in the Territory other than the United States in which Dey (or a
                sub-distributor) is marketing, distributing or selling the
                Products or proposes to market, distribute or sell the Products,
                shall be paid by Dey. Meridian shall make such validation
                records available to Dey for review at Meridian's manufacturing
                facility in accordance with Section 15a.

        c.      ARTWORK. Meridian shall be responsible for all costs related to
                any and all labeling artwork, printing plates and dies to be
                used in the production of labeling and packaging materials
                (including translations) for the Products necessary or
                appropriate to comply with all applicable laws in the Territory;
                except that Dey shall be responsible for the incremental, direct
                costs of any labeling artwork, printing plates and dies to be
                used in the production of labeling and packaging

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                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -8-

                materials for any Products to be manufactured by Meridian which
                are (i) necessary to comply with the laws of any country in the
                Territory other than the United States or (ii) required as a
                result of changes in labeling or packaging requested by Dey (or
                any of its sub-distributors).

        d.      LABELING. Meridian shall label all units of Products. Meridian
                shall apply to each unit of Product a unique, identifying Lot
                number, which shall not be used on any other Meridian products,
                and an expiration date in accordance with the Specifications.

        e.      TESTING. Meridian shall, at its sole expense, be responsible for
                the performance of all testing of the Products, including any
                clinical trials, required by the cGMPs or any other applicable
                United States law. In the event that any regulatory authority in
                any of the countries in the Territory other than the United
                States requires clinical trials or any testing of the Products
                other than those required by the cGMPs or other applicable
                United States law, Dey shall bear the responsibility for the
                performance of such clinical trials or tests at its sole
                expense.

        f.      STABILITY. Meridian shall be responsible for the compatibility
                of the formulation of the Active Ingredient with
                Meridian-specified containers for the Products, including the
                performance of stability studies to validate expiry dating in
                accordance with the NDA, the Specifications and, subject to
                Dey's obligations pursuant to Section 1b, any applicable law in
                the Territory of which Meridian has been notified.

        g.      WASTE PRODUCT. Meridian hereby agrees that it will own all waste
                product generated by Meridian in connection with the
                formulation, manufacture, filling, packaging, labeling, testing
                and storage of the Products and be responsible for the removal,
                packaging, storage, receipt, transportation, handling and
                disposal of any such waste product in accordance with all
                applicable United States laws, foreign country or international
                laws, including the Resource Conservation and Recovery Act, 42
                U.S.C. Sections 6901 et. seq. ("RCRA"). Meridian hereby agrees
                that it will also be responsible for the removal, packaging,
                storage, receipt, transportation, handling and disposal of any
                Non-Conforming Products in accordance with all applicable United
                States laws, foreign country or international laws, including
                RCRA.

        h.      CHANGES TO MANUFACTURING METHODS. Meridian shall provide Dey
                with reasonable advance notice in writing of any proposed
                changes required to be reported to the F.D.A. or other
                applicable government authorities in the Territory to the method
                or procedures related to the manufacture or testing of the
                Products or to the facilities associated with such manufacture
                or testing.
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                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -9-

        i.      USE OF MARKS. Dey hereby grants to Meridian during the Term a
                nonexclusive and royalty-free license or sub-license in the
                Territory to use the Dey Marks solely in connection with the
                Products for the limited purpose of packaging and labeling the
                Products to fulfill a Purchase Order. Meridian hereby grants to
                Dey during the Term and for the applicable time period set forth
                under Section 13c hereof a nonexclusive and royalty-free license
                or sub-license in the Territory to use the Meridian Marks solely
                in connection with the marketing, distribution and sale of the
                Products. Neither Party shall create a unitary composite Mark
                involving a Mark of the other Party without the prior written
                approval of the other Party. Each Party shall display symbols
                and notices clearly and sufficiently indicating the trademark
                status and ownership of the Marks in accordance with applicable
                trademark law and practice. Each Party acknowledges and agrees
                that (i) the Marks of the other Party are and shall remain the
                sole property of the other Party; (ii) it shall not now or in
                the future contest the validity of the other Party's Marks; and
                (iii) its utilization of the other Party's Marks will not create
                in it, nor will it represent it has, any right, title or
                interest in or to such Marks other than the licenses expressly
                granted herein. Each Party agrees that its use of the other
                Party's Marks shall conform to reasonable and customary quality
                standards communicated in writing by the other Party and agrees
                to supply to the other Party, upon request, a reasonable number
                of samples or forms of any materials publicly disseminated by
                the Party which utilize the other Party's Marks.


4.      ORDERS AND FORECASTS

        a.      PURCHASE ORDERS. Orders shall be initiated by Dey through the
                submission to Meridian of Purchase Orders substantially in the
                form of Exhibit F hereto specifying the Products to be supplied,
                quantities of such Products, delivery dates and shipping
                instructions. A Purchase Order shall be received by Meridian at
                least "..." days prior to the earliest delivery date for a
                shipment specified in such Purchase Order. Except as Meridian
                may otherwise consent, Dey shall place its orders in full batch
                quantities of "..." units for EpiPen(R)Sr. and EpiPen(R) Jr. and
                of "..." units for EpiPen(R)Trainer. For all other Products, the
                Parties shall agree in good faith in writing to the number of
                units that will constitute such a full batch quantity. A full
                batch of units may be split up into not more than three parts to
                satisfy the requirements of more than one jurisdiction in the
                Territory without penalty to Dey. All orders placed by Dey shall
                be subject to the terms and conditions of such Purchase Order
                except that the paragraph captioned "Conditions" and the terms
                and conditions referred to therein shall not apply; provided
                that in the event of any inconsistency between the terms and
                conditions of any Purchase Order and the provisions of this
                Agreement, the provisions of this Agreement shall prevail in
                accordance with Section 22.

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                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -10-

        b.      QUANTITY FULFILLMENT. Meridian shall deliver between ninety
                percent (90%) and one hundred and ten percent (110%) of the
                quantities of the Products requested by Dey in each Purchase
                Order that is consistent with the terms and conditions of this
                Agreement. Shipment shall be directed to Dey in Lot quantities
                to such locations in the United States designated by Dey in the
                Purchase Order. All deliveries of Products hereunder shall be
                F.O.B. Meridian's facility at 2550 Hermelin Drive, St. Louis, MO
                63144, freight collect, utilizing the carrier designated by Dey,
                or shipped from any other location, provided that Dey will have
                no obligation to pay any freight charges in excess of the amount
                Dey would have paid had the Products been shipped from St.
                Louis, MO. Delivery shall hereby be deemed to occur, and all
                risk of loss shall pass to Dey, upon Meridian's delivery of the
                Products to Dey's designated carrier.

        c.      ROLLING FORECASTS. On a monthly basis not later than the fifth
                (5th) calendar day of each month, Dey shall provide Meridian
                with non-binding forecasts for its anticipated purchase
                requirements of the Products for the subsequent twelve (12)
                month period beginning on the first (1st) day of the following
                month (the "Rolling Forecast"). Meridian shall use commercially
                reasonable efforts to supply any quantity of Product ordered by
                Dey in excess of the quantity set forth in the most recent
                Rolling Forecast for such period of time as covered by the
                Purchase Order.

        d.      ANNUAL MINIMUM CAPACITY. For each calendar year, Meridian shall
                provide capacity to produce the Annual Minimum Capacity ratably
                throughout the year.

        e.      CHANGES. If Dey requests any changes to a Purchase Order, such
                proposed changes shall be of no effect until Meridian confirms
                in writing that it accepts such changes. Meridian shall approve
                or disapprove any such changes within ten (10) calendar days of
                receipt of such changes to a Purchase Order. Upon the approval
                of changes, the Purchase Order as changed shall be deemed the
                Purchase Order.

        f.      PRODUCTION DIFFICULTIES. With respect to all Purchase Orders for
                Products not in excess of the Annual Minimum Capacity for the
                then-current calendar year and consistent with the Rolling
                Forecast, Meridian shall produce and ship all Products pursuant
                to Dey's instructions set forth in the applicable Purchase Order
                no later than fifteen (15) calendar days after the delivery date
                specified on the Purchase Order. Should Meridian experience
                production difficulties that may result in significant delay in
                the aforesaid lead time, Meridian shall promptly advise Dey of
                the expected delay and shall meet with Dey in good faith to seek
                a solution that will assure Dey a source of supply of the
                Products that is in compliance with Meridian's obligations under
                this Agreement.

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                            has filed separately with the Securities and
                            Exchange Commission]

                                      -11-

        g.      DELAYS. In the event that on two (2) or more occasions during
                any twelve month period Meridian is unable to ship all or part
                of any order of Products to Dey within fifteen (15) calendar
                days after the delivery date set forth in a Purchase Order,
                Meridian hereby agrees to grant Dey a discount on the total
                purchase price of such second and any subsequent delayed orders
                equal to: (i) one percent (1%) for any delivery which occurs
                more than fifteen (15), but less than thirty (30) calendar days,
                after the requested delivery date or (ii) three percent (3%) for
                any delivery that occurs thirty (30) calendar days or more after
                the requested delivery date. The foregoing discount shall not
                apply to orders for Products in excess of the Annual Minimum
                Capacity or the Rolling Forecast, or if Meridian should
                encounter production delays which are due to circumstances set
                forth in Section 17 hereof; provided that Meridian notifies Dey
                of such delay promptly after the date Meridian becomes aware of
                the occurrence giving rise to such delay, but in no event later
                than three (3) business days prior to the delivery date set
                forth in the Purchase Order.

        h.      CANCELLATION OF ORDER. Should Meridian be unable to deliver an
                order, or any portion of an order, of Products not in excess of
                the Annual Minimum and consistent with the Rolling Forecast
                within thirty-five (35) calendar days after the delivery date
                set forth in a Purchase Order, Dey may cancel the Purchase Order
                or the delayed portion of the Purchase Order, respectively;
                provided, however, that Dey may not do so if the delay is due to
                circumstances set forth in Section 17 hereof and Meridian has
                notified Dey of such delay promptly after the date Meridian
                becomes aware of the occurrence giving rise to such delay, but
                in no event later than three (3) business days prior to the
                delivery date set forth in the Purchase Order.

        i.      RESTRICTIONS ON SHIPMENT. In no event shall Meridian ship to Dey
                any Products with expiration dating three (3) months less than
                the maximum approved dating for the Products at the time of
                shipment, unless Dey has agreed otherwise in writing. Meridian
                shall use commercially reasonable efforts to supply Products
                with maximum expiration dating to Dey, unless (i) Dey has agreed
                otherwise in writing or (ii) there was a dispute as to whether
                the Products were Non-Conforming Products that was decided in
                favor of Meridian in accordance with Section 6c.


5.      PRICE AND PAYMENT TERMS

        a.      PURCHASE PRICE. The purchase price for each Product shall be
                based on the unit price specified for the Product. The unit
                prices for each Product shipped through the last day of the
                first calendar year, shall be as set forth in Exhibit D. Pricing
                is for finished Products, packaged in accordance with the
                packaging specifications

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                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -12-

                set forth in Exhibit B. Promptly upon execution of this
                Agreement, Dey shall pay to Meridian "..." in immediately
                available funds in settlement of all outstanding pricing
                disputes that have arisen through December 31, 2000.

        b.      ANNUAL PRICE REVISIONS. Effective January 1, 2002, and at the
                beginning of each subsequent calendar year, the unit prices may
                be subject to revision, any such revision to be equal to the
                change in the Urban Consumer Price Index (published by the
                Bureau of Labor Statistics, United States Department of Labor)
                during the previous calendar year; provided, however, that if
                such increase exceeds five percent (5%) for any calendar year
                the increase in unit prices shall be five percent (5%) plus
                fifty percent (50%) of the increase that is in excess of five
                percent (5%). The Parties shall agree in writing within thirty
                (30) calendar days after the commencement of each new calendar
                year to any annual price revision for the calendar year in the
                form of a revised schedule detailing the unit prices for each
                Product, such revised schedule to be attached hereto to Exhibit
                D. With respect to Products scheduled to be delivered on or
                after the first day of a calendar year and before the Parties
                reach agreement upon the revised unit prices, a make-up payment
                accounting for the difference between the amounts invoiced and
                the amounts set forth in the revised Exhibit D shall be paid by
                the owing Party within thirty (30) calendar days after the date
                the Parties shall have agreed to the revised Exhibit D. If the
                Bureau of Labor Statistics publishes a revision to the
                previously published Urban Consumer Price Index for a previous
                calendar year, the Parties shall promptly agree in writing upon
                a revision to the unit prices reflecting the difference between
                the original and revised Urban Consumer Price Index and a make
                up payment, as applicable, to account for the resulting increase
                or decrease to the unit prices for all Products which have been
                delivered by Meridian to Dey. Any amount unpaid following the
                later of the date payment for Product otherwise would be due and
                the date 30 days after publication of a new or revised Urban
                Consumer Price Index shall bear interest at the prime rate
                published in The Wall Street Journal from such date to the date
                paid.

        c.      CHANGE IN MARKET CONDITIONS. "..."

        d.      CALCULATIONS. All calculations required pursuant to Section 5b
                shall be performed by Dey and shall be to the nearest penny.
                Meridian shall review such calculations. In the absence of
                manifest error, such calculations shall be conclusive and
                binding for all purposes of the Agreement.

        e.      INVOICES. Upon delivery of any Products to Dey, Meridian shall
                invoice Dey for the purchase price of such Products, using the
                unit price applicable as of the date of delivery of the Products
                (or the date delivery was due in the case of delivery after the
                date set forth in the applicable Purchase Order) and in
                accordance with Sections 5a, 5b, 5c and 5d hereof.
<PAGE>   13
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -13-

        f.      PAYMENT TERMS. Dey shall pay each invoice within thirty (30)
                days of the date of delivery by Meridian pursuant to Section 4b.
                Unless otherwise provided for under the Agreement, Meridian
                shall make all payments due under the Agreement within thirty
                (30) days of the date such payment is requested by Dey. Any
                payments provided for in the Agreement which are not made when
                due shall bear interest at a rate of one percent (1%) per month
                until paid in full. Dey shall have the right to set off any
                amounts owed by Meridian to Dey against any payments that Dey is
                obligated to make to Meridian under this Agreement.

        g.      CURRENCY OF PAYMENT. All payments made under this Agreement
                shall be made in United States dollars.


6.      MANUFACTURING STANDARDS, QUALITY ASSURANCE AND RECALLS

        a.      TESTING AND INSPECTION OF PRODUCTS. Prior to shipment of
                Products to Dey, Meridian shall test the Products to be shipped
                to Dey in accordance with the testing procedures described in
                the Specifications. Meridian shall provide Dey with a Batch
                Record for each Batch or Lot of Products and a Certificate of
                Analysis (each a "COA") certifying that each Batch or Lot was
                manufactured and tested in accordance with the Specifications.
                The COAs shall specify the number of units shipped from a given
                Lot. Within one business day of shipment, Meridian shall fax
                copies of the COAs and, within five business days of shipment,
                Meridian shall send the originals of the COAs and copies of the
                Batch Records by overnight courier to the Director of QA of Dey.

        b.      FORM OF CERTIFICATES AND BATCH RECORDS. All COAs and Batch
                Records submitted by Meridian to Dey in accordance with this
                Section 6 shall be in a format and of a content as mutually
                agreed upon by the QA or QC Departments of Meridian and Dey.
                Each COA and Batch Record document shall be signed and dated by
                a duly authorized official of Meridian's QA or QC Department.

        c.      NON-CONFORMING PRODUCTS. Dey shall have a period of forty-five
                (45) days from the date of receipt of the Products to inspect
                any shipment of the Products for non-conformance because (i) the
                Products apparently are Non-Conforming Products or (ii) any act
                or omission of Meridian known to Dey has caused the Products to
                be Non-Conforming Products. In the event of any such
                non-conformance, Dey shall send a written notice of
                non-conformance to Meridian within such forty-five (45) day
                period, which notice shall specify the manner in which such
                Products are Non-Conforming Products. Meridian shall have a
                period of twenty (20) days of the date of receipt of such
                written notice to inspect such Products. If Meridian disagrees
                that the Products are Non-Conforming Products, Meridian shall
                send a written notice to Dey within such twenty (20) day period,
                which notice shall specify the nature of Meridian's disagreement
                with Dey's notice of non-

<PAGE>   14
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -14-

                conformance, and the Parties shall meet within ten (10) days of
                such notice to discuss and attempt in good faith to resolve the
                matter. If the Parties are unable to resolve the matter within
                fifteen (15) days after their initial meeting, the Parties shall
                submit the question of non-conformance to an independent
                laboratory and/or consultant mutually agreeable to Meridian and
                Dey for resolution and the resolution by such independent
                laboratory or consultant shall be binding on both Parties. If
                the independent laboratory or consultant determines that the
                Products are Non-Conforming Products, or if Meridian agrees that
                the Products are Non-Conforming Products, Meridian shall notify
                Dey whether the Non-Conforming Products should be destroyed or
                returned to Meridian, shall reimburse Dey for any costs
                associated with the destruction or return of Non-Conforming
                Products in accordance with Section 6e and shall promptly
                replace the Non-Conforming Products with conforming Products at
                no cost to Dey unless the Parties agree that Meridian instead
                will reimburse Dey for any amounts paid by Dey for such
                Non-Conforming Products pursuant to Section 5f; provided that
                should the Parties agree that Meridian will provide
                reimbursement for rather than replace the Non-Conforming
                Products, the number of Non-Conforming Products so delivered by
                Meridian to Dey shall count towards Dey's Annual Minimum
                requirements set forth under Section 2b hereof. Dey shall not be
                liable to pay any unpaid invoices relating to such
                Non-Conforming Products until such Non-Conforming Products have
                been replaced. If the independent laboratory or consultant
                determines that the Products were not Non-Conforming Products,
                Dey shall accept the Products; provided that the three month
                period specified with respect to such Products in Section 4i
                shall be shortened by a period of time equal to the period from
                the date of shipment to the date of such determination.
                Notwithstanding the foregoing, if it is determined at a later
                date that the Products do not conform to the requirements set
                forth in Section 3a hereof, such Products shall be deemed
                Non-Conforming Products.

        d.      TITLE TO NON-CONFORMING PRODUCTS. With regard to Dey's return of
                any Non-Conforming Products, the title shall revert to Meridian
                or its designee upon their destruction or delivery by Dey to a
                Meridian-approved carrier for return shipment.

        e.      COSTS RELATED TO NON-CONFORMING AND CONFORMING PRODUCTS. Within
                thirty (30) days after an independent laboratory or consultant
                determines that Products are Non-Conforming Products pursuant to
                Section 6c or if Meridian agrees that a shipment of Products are
                Non-Conforming Products after contending that such Products were
                not Non-Conforming Products, Meridian shall issue a credit memo
                to or reimburse to Dey, at Dey's sole discretion, an amount
                equal to the sum of (i) freight charges payable by Dey for the
                shipment of the Non-Conforming Products; (ii) any amounts
                payable by Dey for testing by an independent laboratory and/or
                consulting services as to such Non-Conforming Products; (iii)
                any amounts incurred by Dey for the destruction of the
                Non-Conforming

<PAGE>   15
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -15-

                Products; and (iv) any applicable transit insurance premium,
                taxes, duties or other similar costs directly related to the
                Non-Conforming Products; provided, however, that Meridian shall
                not be responsible for any overhead costs that would have been
                incurred by Dey had Dey not contended that the Products were
                Non-Conforming Products. In lieu of making any payment to Dey
                for Non-Conforming Products pursuant to this Section 6e,
                Meridian instead may provide Dey with Products having value
                based on the originally invoiced unit prices equal to the amount
                of such payment at no additional cost to Dey. The number of
                Non-Conforming Products so delivered by Meridian to Dey shall
                count towards Dey's Annual Minimum requirements set forth under
                Section 2b hereof. Within thirty (30) days after an independent
                laboratory or consultant determines that Products are not
                Non-Conforming Products pursuant to Section 6c or if Dey agrees
                that a shipment of Products are not Non-Conforming Products
                after contending that such Products are Non-Conforming Products,
                Dey shall reimburse Meridian for the amounts paid by Meridian
                for testing by an independent laboratory and/or consulting
                services pursuant to Section 6c.

        f.      RECALL BY MERIDIAN. In the event Meridian shall initiate a
                recall, Product withdrawal or field correction of any Product,
                whether or not such recall has been requested or ordered by the
                F.D.A. or any other applicable regulatory authority in the
                Territory, Meridian shall notify Dey's Director of QA.

        g.      RECALL BY DEY. In the event Dey believes that a recall, Product
                withdrawal or field correction of any Products may be necessary
                and/or appropriate, Dey shall immediately notify Meridian and
                the Parties shall cooperate with each other in determining in
                good faith the necessity and nature of any action to be taken.

        h.      RECALL PROCEDURES. Meridian shall make all contacts with the
                F.D.A. or any other applicable regulatory authority in the
                United States and shall be responsible for all necessary
                activities, other than activities relating to contacting Dey's
                customers or other purchasers or users of the Products, in
                connection with a recall, Product withdrawal or field correction
                in the United States. Dey will fully cooperate in providing to
                Meridian all information reasonably requested by Meridian that
                is materially relevant to any submission Meridian may make to
                the F.D.A. or any other applicable regulatory authority in the
                United States in connection with such recall, Product withdrawal
                or field correction. With respect to any recall, Product
                withdrawal or field correction outside the United States, the
                Parties shall mutually agree upon their respective
                responsibilities and the responsibilities of Dey's
                sub-distributors and other Third Parties; provided, however,
                that Dey shall be responsible for coordinating all of the
                necessary activities relating to contacting Dey's customers or
                other purchasers or users of the Products in connection with any
                recall, Product withdrawal or field correction in any
                jurisdiction in the Territory. Meridian shall fully cooperate
                with Dey and

<PAGE>   16
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -16-

                shall provide to Dey all information reasonably requested by Dey
                that is materially relevant to the conduct of such activities.
                Meridian shall reimburse Dey for all direct costs reasonably
                incurred by Dey in the performance of its obligations under this
                Section 6h hereof, and Dey shall provide to Meridian a statement
                of such costs; provided, however, that (i) Meridian shall not be
                responsible for any overhead costs that would have been incurred
                by Dey in the absence of a recall, (ii) such reimbursement shall
                not preclude Meridian from disputing any such costs and (iii)
                such costs may be charged to Meridian by debit memo or
                otherwise, but Meridian may satisfy its reimbursement
                obligations to Dey by providing Product ordered by Dey at the
                price as set forth in Exhibit D as then in effect.

        i.      COSTS OF RECALLS. Meridian shall reimburse Dey for all direct
                costs, including Third Party costs, reasonably incurred by Dey
                in connection with any recall, Product withdrawal or field
                correction that is initiated as a result of the formulation,
                manufacture, filling, packaging, testing, labeling, or storage
                of the Products by Meridian prior to the delivery by Meridian of
                the Products to Dey's carrier. Dey shall reimburse Meridian for
                all direct costs, including Third Party costs, reasonably
                incurred by Meridian in connection with any recall, Product
                withdrawal or field correction that is initiated as a result of
                the actions or omissions of Dey or its subdistributors,
                sublicensees or common carriers.

        j.      COSTS ASSOCIATED WITH CERTAIN RECALLS. "..."

        k.      CERTAIN LEGACY PRODUCTS. Solely with respect to Sections 6 and
                9, the Products shall be deemed to include the Epi E-Z Pen and
                Epi E-Z Pen Jr. products previously manufactured by Meridian and
                marketed, distributed and sold by Dey or its sub-distributors or
                their respective predecessors.


7.      ADVERSE REPORTS

        Each Party shall promptly notify the other, in writing, of any adverse
        reports, reactions, claims, actions, suits, investigations,
        arbitrations, other legal proceedings or Third Party complaints which
        (i) concern the marketability, safety or effectiveness of the Products;
        (ii) might result in potential liability for either Party; or (iii)
        might necessitate action on behalf of either Party or the provision of
        any information relating to the failure of the Products to meet the
        Specifications or other requirements of Section 3a, including Meridian's
        standard operating procedures. The Parties shall cooperate with each
        other to determine in good faith the proper actions to take with respect
        to any such notice.

<PAGE>   17
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -17-

8.      REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

        a.      MERIDIAN'S REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS.
                Meridian makes the following representations, warranties and
                covenants:

                (i)     it is authorized to enter into this Agreement and this
                        Agreement constitutes the legal, valid and binding
                        obligation of Meridian enforceable in accordance with
                        its terms;

                (ii)    it is aware of no legal or other restriction, limitation
                        or condition which might materially and adversely affect
                        its ability to perform hereunder;

                (iii)   it is in good standing under the laws of the state in
                        which it is incorporated, with full corporate power and
                        authority to carry on its business as now conducted, and
                        is duly authorized to do business in any state of the
                        United States or foreign jurisdictions where its
                        ownership or leasing of property or the conduct of its
                        business requires such qualification and where the
                        failure to so qualify would have a material adverse
                        effect on its assets, properties, financial condition,
                        results of operations or business;

                (iv)    the Products supplied to Dey hereunder will be
                        manufactured, packaged, stored and tested in accordance
                        with the requirements of Section 3a;

                (v)     the Products manufactured and shipped to Dey hereunder
                        will not be adulterated or misbranded within the meaning
                        of the Act and will not be articles which may not be
                        introduced into interstate commerce under the provisions
                        of the Act;

                (vi)    the information it provides to any regulatory authority
                        pursuant to its obligations under this Agreement will be
                        true and correct in all material respects and will
                        comply in all material respects with applicable laws and
                        regulations in the United States and applicable laws and
                        regulations elsewhere in the Territory of which it is
                        notified;

                (vii)   good title to all Products sold and delivered to Dey
                        under this Agreement shall pass to Dey, free from any
                        security interest or other lien or encumbrance created
                        by Meridian;

                (viii)  the execution, delivery and performance of this
                        Agreement by Meridian will not, with or without notice,
                        the passage of time or both, result in any violation of,
                        be in conflict with or constitute a default under any
                        material contract, obligation or commitment to which
                        Meridian is a party or by which it is bound; and

<PAGE>   18
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -18-

                (ix)    as of the Effective Date of this Agreement, to the
                        knowledge of Meridian, there are no adverse actions,
                        suits or claims pending or threatened against Meridian
                        or any of its Affiliates in any court or before any
                        governmental body or agency in the Territory with
                        respect to the Products other than those set forth in
                        Exhibit E.

        b.      DEY'S REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. Dey
                makes the following representations, warranties and covenants:

                (i)     it is authorized to enter into this Agreement and this
                        Agreement constitutes the legal, valid and binding
                        obligation of Dey enforceable in accordance with its
                        terms;

                (ii)    it is aware of no legal or other restriction, limitation
                        or condition which might materially and adversely affect
                        its ability to perform hereunder;

                (iii)   it has full partnership power and authority to carry on
                        its business as now conducted and is duly authorized to
                        do business in any state of the United States or foreign
                        jurisdictions where its ownership or leasing of property
                        or the conduct of its business requires such
                        qualification and where the failure to so qualify would
                        have a material adverse effect on its assets,
                        properties, financial condition, results of operations
                        or business;

                (iv)    it shall, in performing its obligations hereunder,
                        comply in all material respects with the requirements of
                        the NDA and with all applicable United States and
                        foreign laws;

                (v)     the Products supplied to Dey hereunder will be stored in
                        accordance with Dey's standard operating and quality
                        assurance procedures and industry standards;

                (vi)    the execution, delivery and performance of this
                        Agreement by Dey will not, with or without notice, the
                        passage of time or both, result in any violation of, be
                        in conflict with or constitute a default under any
                        material contract, obligation or commitment to which Dey
                        is a party or by which it is bound;

                (vii)   it shall not market or otherwise promote, and it shall
                        instruct its sub-distributors not to market or otherwise
                        promote, the Product for any use not specified on the
                        Product's label or otherwise permitted under applicable
                        law;

                (viii)  it shall provide Meridian with a copy of any promotional
                        materials it distributes with, or in connection with,
                        the Products to the extent

<PAGE>   19
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -19-

                        reasonably necessary to allow Meridian to comply with
                        filing and other requirements under the NDA and
                        applicable law; and

                (ix)    as of the Effective Date of this Agreement, to the
                        knowledge of Dey, there are no adverse actions, suits or
                        claims pending or threatened against Dey or any of its
                        Affiliates in any court or before any governmental body
                        or agency in the Territory with respect to the Products
                        other than those set forth in Exhibit E.

        c.      WARRANTY DISCLAIMER

                THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER EXPRESS OR
                IMPLIED WARRANTIES REGARDING THE PRODUCTS, INCLUDING THE
                WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A
                PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS
                COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM OR USAGE OF
                TRADE). NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR
                IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND
                ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.


9.      INDEMNIFICATION, INSURANCE AND LIMITATION OF LIABILITY

        a.      INDEMNIFICATION BY MERIDIAN. Meridian shall indemnify, defend
                and hold harmless Dey and its Affiliates and their respective
                partners, officers, directors, and employees from and against
                any and all Losses resulting from any claim, action, suit,
                investigation, arbitration or other proceeding made by a Third
                Party or brought against Dey or such Third Party to the extent
                such Losses (i) are caused by Meridian's negligence or willful
                misconduct; (ii) are caused by Meridian's breach of its
                representations and warranties set forth hereunder; (iii) are
                caused by Meridian's material breach of any of the covenants or
                other provisions of this Agreement; (iv) relate to a claim that
                Dey's marketing, distribution or sale of Products pursuant to
                this Agreement infringes a Third Party's proprietary rights; (v)
                are caused by or arise out of the design, formulation,
                manufacture, filling, packaging, testing, labeling or use of the
                Products; (vi) are otherwise caused by or arise out of the
                shipment or storage of the Products prior to their delivery to
                Dey or its designated carrier; or (vii) relate to a claim
                existing as of the Effective Date of the Agreement as set forth
                in Exhibit E to the extent such claim arises from a Product
                recalled prior to the Effective Date; provided, however, that
                the foregoing indemnity obligation shall not apply to the extent
                such Losses are covered by Dey's indemnity obligation under
                Section 9b hereof.

<PAGE>   20
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -20-

        b.      INDEMNIFICATION BY DEY. Dey will indemnify, defend and hold
                harmless Meridian and its Affiliates and their respective
                officers, directors and employees from and against any and all
                Losses resulting from any claim, action, suit, investigation,
                arbitration or other proceeding made by a Third Party or brought
                against Meridian or such Third Party to the extent such Losses
                (i) are caused by Dey's negligence or willful misconduct, except
                to the extent such Losses are caused by the breach of Meridian's
                representations and warranties under Section 8 hereof; (ii) are
                caused by Dey's breach of any of its representations and
                warranties set forth herein; (iii) are caused by Dey's material
                breach of any of the covenants or other provisions of this
                Agreement; (iv) are caused by or arise out of the marketing,
                distribution or sale of the Products by Dey; (v) relate to a
                claim that Meridian's use of the Dey Marks pursuant to this
                Agreement infringes a Third Party's proprietary rights; or (vi)
                are otherwise caused by or arise out of the shipment or storage
                of the Products after their delivery to Dey or its designated
                carrier; provided, however, that the foregoing indemnity
                obligation shall not apply to the extent such Losses are covered
                by Meridian's indemnity obligation under Section 9a hereof.

        c.      INDEMNIFICATION PROCEDURES. The obligations and liabilities of
                the indemnifying Party (the "Indemnifying Party") shall be
                subject to the following terms and conditions:

                (i)     If a Party entitled to indemnification hereunder (the
                        "Indemnified Party") becomes aware of any matter it
                        believes is indemnifiable hereunder involving any claim,
                        action, suit, investigation, arbitration or other
                        proceeding against the Indemnified Party by any Third
                        Party (each an "Action"), the Indemnified Party shall
                        give the Indemnifying Party prompt written notice of
                        such Action. Such notice shall (i) provide the basis on
                        which indemnification is being asserted; (ii) be
                        accompanied by copies of all relevant pleadings, demands
                        and other papers related to the Action and in the
                        possession of the Indemnified Party; and (iii) indicate
                        the amount (estimated, if necessary) of Losses that have
                        been or may be suffered by the Indemnified Party. The
                        Indemnifying Party shall have a period of ten (10)
                        business days after delivery of such notice to respond.

                (ii)    If the Indemnifying Party elects to defend the Action or
                        does not respond within the requisite ten (10) business
                        day period, the Indemnifying Party shall be obligated to
                        defend the Action, at its own expense, and by counsel
                        reasonably satisfactory to the applicable insurance
                        carriers. The Indemnified Party shall cooperate, at the
                        expense of the Indemnifying Party, with the Indemnifying
                        Party and its counsel in the defense and the Indemnified
                        Party shall have the right to participate fully, at its
                        own expense, in the defense of such Action.
                        Notwithstanding any participation

<PAGE>   21
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -21-

                        by the Indemnified Party such defense shall be
                        controlled by counsel to the Indemnifying Party.

                (iii)   If the Indemnifying Party responds within the required
                        ten (10) business day period and elects not to defend
                        such Action, or if the Indemnifying Party fails to
                        respond or to timely defend, contest or otherwise
                        protect against any Third Party claim, the Indemnified
                        Party shall be free, without prejudice to any of the
                        Indemnified Party's rights hereunder, to compromise or
                        defend (and control the defense of) such Action. In such
                        case, the Indemnifying Party shall (i) cooperate, at its
                        own expense, with the Indemnified Party and its counsel
                        in the defense against such Action; (ii) have the right
                        to participate fully, at its own expense, in the defense
                        of such Action; and (iii) pay all the reasonable legal
                        fees of the Indemnified Party. Notwithstanding any
                        participation by the Indemnifying Party such defense
                        shall be controlled by counsel to the Indemnified Party.

                (iv)    Notwithstanding any other provision of this Agreement,
                        the Indemnifying Party shall be required to provide or
                        pay for, as the case may be, no more than a single law
                        firm per Action and such local counsel as is reasonably
                        necessary to defend the Action.

                (v)     The Indemnifying Party shall not be liable for any
                        settlement of any litigation or proceeding effected
                        without the written consent of the Indemnifying Party
                        and its insurance carriers. The Indemnifying Party shall
                        not, without the Indemnified Party's written consent,
                        settle or compromise any such Third Party claim or
                        consent to entry of any judgment which would impose an
                        injunction or other equitable relief upon the
                        Indemnified Party or which does not include as an
                        unconditional term thereof the release by the claimant
                        or the plaintiff of the Indemnified Party from all
                        liability in respect of any such claim.

                (vi)    In calculating Losses there shall be deducted (i) any
                        insurance recovery in respect thereof (and no right of
                        subrogation shall accrue hereunder to any insurer) and
                        (ii) any recoveries from Third Parties pursuant to
                        indemnification or otherwise with respect thereto;
                        provided, however, that nothing herein shall require an
                        Indemnified Party to bring an action against any Third
                        Party as a condition to seeking indemnification
                        hereunder. Any Party receiving indemnity shall assign to
                        the Indemnifying Party all of its claims for recovery
                        against Third Parties as to such Losses, whether by
                        insurance coverage, contribution claims, subrogation or
                        otherwise.

<PAGE>   22
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -22-

                (vii)   The judgment or decree of a court shall be deemed final
                        when the time for appeal, if any, shall have expired and
                        no appeal shall have been taken or when all appeals
                        taken shall have been finally determined. The
                        Indemnified Party shall have the burden of proof in
                        establishing the amount of Losses suffered by it.

                (viii)  In any case where an Indemnified Party recovers from
                        Third Parties any amount in respect of a matter with
                        respect to which an Indemnifying Party has indemnified
                        it pursuant to this Section 9, such Indemnified Party
                        shall promptly pay over to the Indemnifying Party the
                        amount so recovered (after deducting therefrom the full
                        amount of the expenses incurred by it in procuring such
                        recovery), but not in excess of the sum of (i) any
                        amount previously so paid by the Indemnifying Party to
                        or on behalf of the Indemnified Party in respect of such
                        matter and (ii) any amount expended by the Indemnifying
                        Party in pursuing or defending any claim arising out of
                        such matter.

                (ix)    An Indemnified Party shall, to the extent practicable
                        and reasonably within its control and at the request and
                        expense of the Indemnifying Party, make commercially
                        reasonable efforts to mitigate any damages of which it
                        has adequate notice with respect to a matter that may be
                        subject to indemnification hereunder. The Indemnifying
                        Party shall have the right, but not the obligation, and
                        shall be afforded the opportunity by the Indemnified
                        Party to the extent reasonably possible, to make
                        commercially reasonable efforts to minimize damages
                        before such damages actually are incurred by the
                        Indemnified Party.

                (x)     With respect to any matter as to which indemnification
                        is provided pursuant to this Section 9 (other than any
                        claim for equitable or injunctive relief), such
                        indemnification shall be the sole remedy available to
                        the Indemnified Party.

        d.      INSURANCE. Meridian shall maintain product liability and
                umbrella insurance coverage in an aggregate amount not less than
                $25,000,000 naming Dey as an additional insured and shall
                promptly provide to Dey from time to time with a certificate of
                insurance upon request. Meridian shall give Dey prompt notice of
                any notice of cancellation that it receives from the relevant
                insurance carriers. In the event of material changes in the cost
                or availability of insurance coverage relating to the Products,
                the Parties agree to meet and in good faith discuss what
                actions, if any, should be taken to deal with the new
                conditions.

        e.      LIMITATION OF LIABILITY. THE PARTIES HERETO WAIVE AS AGAINST
                EACH OTHER ANY CLAIMS TO LOST PROFITS, EXEMPLARY,

<PAGE>   23
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -23-

                PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
                DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
                PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN
                ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT (I) TO THE
                EXTENT SUCH DAMAGES ARE RECOVERED BY A THIRD PARTY THROUGH A
                CLAIM SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 9, (II)
                SUCH DAMAGES ARE CLAIMED BY DEY AS A RESULT OF MERIDIAN'S
                PROTRACTED REFUSAL TO SUPPLY THE PRODUCTS OR PRODUCTS THAT
                CONFORM TO THE REQUIREMENTS SET FORTH IN SECTION 3a(i) IN
                CIRCUMSTANCES NOT EXCUSED BY SECTION 17 OR (III) SUCH DAMAGES
                ARE CLAIMED BY MERIDAN AS A RESULT OF DEY'S PROTRACTED REFUSAL
                TO MARKET, PROMOTE OR DISTRIBUTE THE PRODUCT IN CIRCUMSTANCES
                NOT EXCUSED BY SECTION 17.


10.     CONFIDENTIAL INFORMATION

        a.      DISCLOSURE AND USE CONDITIONS. Each Party acknowledges that
                Confidential Information may be disclosed to one Party by the
                other Party during the Term. Subject to Sections 10b and 10d, a
                recipient of Confidential Information shall during the Term and
                for a period of three (3) years after the termination or
                expiration of the Agreement:

                (i)     receive, maintain and hold Confidential Information in
                        strict confidence and shall use the same level of care
                        in safeguarding it that it uses with its own
                        confidential material of a similar nature;

                (ii)    take such steps as may be necessary to prevent the
                        disclosure of Confidential Information to others; and

                (iii)   not use Confidential Information, other than strictly
                        for meeting its obligations or pursuing its rights
                        hereunder, without first having obtained the disclosing
                        Party's written consent to such utilization.

        b.      DISCLOSURE AND USE CONDITIONS NOT APPLICABLE. The commitments
                set forth in Section 10a above shall not extend to any portion
                of Confidential Information which:

                (i)     the recipient Party can demonstrate was at the time of
                        disclosure already in the public domain other than as a
                        result of actions or failure to act of the recipient
                        Party, its officers, directors or employees, in
                        violation hereof;
<PAGE>   24
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -24-

                (ii)    was rightfully known by the recipient Party (as shown by
                        its written records) prior to the date of disclosure to
                        the recipient Party in connection with this Agreement;

                (iii)   is independently developed by the recipient Party
                        without the aid, application or use of any information
                        which it is obligated to maintain as confidential under
                        this Section 10; or

                (iv)    was received by the recipient Party on an unrestricted
                        basis from a source which is not under a duty of
                        confidentiality to the disclosing Party.

        c.      OWNERSHIP OF INTELLECTUAL PROPERTY. Neither this Agreement nor
                any disclosure made hereunder by either Party shall be deemed,
                by implication or otherwise, to vest in the recipient any
                license or ownership right to or under any patents, copyrights,
                know-how, trade secrets or other intellectual property (except
                as set forth under Sections 1a and 3i or as otherwise provided
                for by this Agreement) owned by the disclosing Party.

        d.      COMPELLED DISCLOSURE. Notwithstanding Section 10a, a Party may
                disclose Confidential Information to the extent required by
                applicable law or by a court or other governmental authority,
                provided that it will give the other Party prompt notice of such
                requirement so that the other Party may seek a protective order
                or the appropriate remedy concerning such disclosure and will
                (i) take all reasonably necessary steps requested by the other
                Party to defend against the enforcement of such court order by
                government parties and (ii) permit the other Party to intervene
                and participate with counsel of its choice in any proceeding
                relating to the enforcement thereof.

        e.      RETURN OF CONFIDENTIAL INFORMATION. At any time upon termination
                or expiration of this Agreement, or upon request by the
                disclosing Party, the recipient Party shall return to the
                disclosing Party (i) all Confidential Information, including any
                copies (with the exception of a single copy of all Confidential
                Information thereof which may be kept by the recipient Party to
                establish the extent of disclosure of Confidential Information
                by the disclosing Party) and (ii) all documents, drawings,
                sketches, models, designs, data, memoranda, tapes, records and
                any other material whatsoever developed by the recipient Party
                which relates to such Confidential Information, including all
                copies and/or any other form of reproduction and/or description
                thereof made by the recipient Party (with the exception of a
                single copy of all Confidential Information thereof which may be
                kept by the recipient Party to establish the extent of
                disclosure of Confidential Information by the disclosing Party);
                provided that the disclosing Party may direct the recipient
                Party, and the recipient Party shall promptly destroy, any such


<PAGE>   25
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -25-

                Confidential Information which would otherwise be returned
                pursuant to this Section 10e.


11.     PATENT PROSECUTION, ENFORCEMENT AND INFRINGEMENT

        a.      PATENT PROSECUTION. Meridian hereby agrees, at its sole expense,
                to take all actions reasonably necessary to diligently prosecute
                and maintain any patents or patent applications relating to the
                Products, including any modifications or improvements thereof,
                in the Territory. The Parties shall mutually determine whether
                and where additional patent applications embodying a Product, if
                any, will be filed and prosecuted and where each patent
                embodying a Product will be maintained.

        b.      ENFORCEMENT. If either Party receives notice or otherwise
                becomes aware that any Third Party is infringing or threatens to
                infringe upon the patent, trademark or other intellectual
                property rights of Meridian or Dey relating to the Products,
                then such Party shall notify the other Party of such matter
                within ten (10) days after obtaining notice thereof, unless suit
                has been brought against such Party, in which case notice shall
                be given within five (5) days after such Party's receipt of
                service thereof. The Parties hereby agree to meet promptly after
                receipt of the foregoing notification and jointly determine in
                good faith the appropriate course of action, including (i) the
                evaluation of the merits of such claim; (ii) the prosecution or
                settlement of any such claim; and (iii) the Parties' respective
                responsibilities for the costs related to any such action.

        c.      INFRINGEMENT. If either Party receives notice or otherwise
                becomes aware that any Third Party claims that any of the
                Products infringes upon such Third Party's patent, trademark or
                other intellectual property rights, then such Party must notify
                the other Party of such matter within ten (10) days after
                obtaining notice thereof, unless suit has been brought against
                such Party, in which case notice shall be given within five (5)
                days after each Party's receipt of service thereof. The Parties
                hereby agree to meet promptly after receipt of the foregoing
                notification and jointly determine in good faith the appropriate
                course of action, including (i) the evaluation of the merits of
                such claim; (ii) the defense or settlement of any suit so
                brought; (iii) a determination of whether to obtain a license
                for such Third Party's intellectual property right; (iv) the
                Parties' respective responsibilities for the costs related to
                any such action; and (v) a determination of whether to modify
                the Products to avoid such claim. If both Parties are defendants
                in any such action, and either Party concludes that there may be
                legal defenses available to it which are different from,
                additional to or inconsistent with those available to the other,
                that Party shall have the right to select separate counsel to
                participate in the defense of such action on its behalf and such
                Party shall bear the cost and expense of such separate defense.

<PAGE>   26
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -26-

12.     TERM

        This Agreement shall be effective as of the Effective Date and, unless
        and until earlier terminated in accordance with Section 13 hereof, shall
        continue in full force and effect until December 31, 2010 (the "Term").
        Three (3) years prior to the end of the Term the Parties shall meet and
        negotiate exclusively with each other for a period of up to six (6)
        months with respect to renewing the Agreement and the length of such
        renewal term. If the Parties agree in writing to renew the Agreement,
        then the renewal term shall be as set forth in such written agreement.


13.     TERMINATION

        a.      TERMINATION FOR BREACH. In the event either Party breaches any
                material provision of this Agreement and fails to cure such
                breach either as specified in this Agreement or, if no cure is
                specified, within sixty (60) days after receiving written notice
                of the breach from the nonbreaching Party, the nonbreaching
                Party may terminate this Agreement immediately upon written
                notice to the breaching Party. The right to terminate under this
                Section 13a shall be in addition to, and not in lieu of, all
                other rights and remedies the nonbreaching Party may have at law
                or in equity.

        b.      TERMINATION WITHOUT CAUSE. This Agreement may be terminated
                without cause by mutual written agreement of the Parties.

        c.      EFFECT OF TERMINATION. Any termination or expiration of this
                Agreement shall not release the Parties from liabilities and
                obligations accrued as of the termination date hereof. In the
                event of termination or expiration of this Agreement, Meridian
                shall continue to honor each order for Products as specified in
                any Purchase Order dated prior to the termination date and Dey
                shall have the right to continue to sell and distribute the
                Products until such time as Dey's inventory of the Products is
                fully depleted. In the event of termination or expiration of
                this Agreement, Meridian may supply the Products to any Third
                Party after (i) a period of six (6) months following the
                termination or expiration date, (ii) Dey has depleted its entire
                remaining inventory of the Products, or (iii) Meridian agrees in
                writing to purchase Dey's remaining inventory of the Products at
                Dey's cost, whichever occurs earlier.

                In addition, if this Agreement is terminated for any reason
                other than by (i) a material breach by Meridian, (ii) mutual
                agreement of the Parties in accordance with Section 13b hereof
                or (iii) the expiration of this Agreement, Dey shall pay
                Meridian for all direct costs which can be documented by
                Meridian relating to the packaging, labeling and other materials
                already ordered by Meridian to fulfill no more than three (3)
                months of Dey's requested requirements as estimated in the

<PAGE>   27
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -27-

                most recently dated Rolling Forecast prior to the termination
                date; provided that any such direct costs payable by Dey shall
                be related to the manufacture of only the Products and shall
                hereby be deemed to exclude any costs related to the provision
                of labor or overhead; and provided further that no such direct
                costs shall be payable by Dey if the subject of such costs may
                be utilized by Meridian in any way whatsoever to perform its
                obligations to a Third Party. In addition, in such case Dey
                shall pay Meridian for all filled and packaged units in process
                at Meridian to fulfill Dey's orders set forth in any open
                Purchase Orders dated prior to the termination date.

14.     RELATIONSHIP MANAGEMENT

        a.      CONTACT PERSONS. Each Party shall from time to time appoint one
                individual to be the designated contact person with respect to
                any matter related to this Agreement (a "Contact Person"). A
                Party may change its designated Contact Person by notifying the
                other Party of the new Contact Person.

        b.      ESCALATION OF DISPUTES FOR RESOLUTION. In the event of a dispute
                regarding any right or obligation under this Agreement or of a
                failure to reach agreement within a reasonable time with respect
                to any matter that this Agreement requires the Parties to
                mutually agree upon, the Parties shall attempt to resolve the
                dispute pursuant to this Section 14b prior to pursuing any
                remedies available to them in law or equity. Either Party may
                escalate a dispute for resolution in accordance with this
                Section 14b by notifying the other Party of the decision to
                escalate the dispute. Upon receipt of the notice, the Parties
                shall arrange a meeting as soon as practicable between the
                Parties' respective Contact Persons at a mutually convenient
                place (or an alternate employee of equivalent or greater rank in
                the event the Contact Person is unavailable during the period of
                such dispute). Over a period not to exceed ten (10) business
                days, the Contact Persons shall meet two (2) times (or more upon
                agreement of the Parties) and engage in good faith negotiations
                to resolve such dispute. If the Contact Persons are unable to
                resolve such dispute at such meetings, then each Party shall
                promptly escalate the dispute to an appropriate executive
                management level within its organization and shall continue to
                engage in good faith negotiations to resolve such dispute. If a
                dispute relates to financial matters, the appropriate executive
                management level shall be the chief financial officer ("CFO") of
                each Party. If the dispute is not resolved within ten (10)
                business days after it was escalated to the executive management
                level or CFO, then each Party shall escalate the dispute to each
                Party's chief executive officer ("CEO") and shall continue to
                engage in good faith negotiations to resolve such dispute. If
                the CEOs are not able to resolve such dispute within ten (10)
                business days after the date when the dispute was escalated to
                them, then either Party may pursue any remedies available to it
                at law or equity consistent with Section 20 hereof.

<PAGE>   28
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -28-

15.     INSPECTION

        a.      INSPECTION BY DEY. During the Term of this Agreement, Dey, its
                subdistributors and sublicensees and applicable regulatory
                authorities shall have the right, during normal business hours,
                for reasonable periods of time and on reasonable prior written
                notice, to have its employees or its authorized consultants
                inspect Meridian's facilities used for the design, formulation,
                manufacture, packaging, filling, labeling, testing, storing and
                shipping of the Products for the purpose of determining whether
                Meridian is complying with all applicable law in the Territory
                and the provisions of this Agreement. Such inspection shall be
                at Dey's sole expense.

        b.      INSPECTION BY MERIDIAN. Dey shall permit employees or authorized
                consultants of Meridian to inspect Dey's facilities used for the
                distribution of Products during Dey's normal business hours, for
                reasonable periods of time and on reasonable prior written
                notice, for the purpose of determining whether Dey is complying
                with all applicable law in the Territory relating to the
                distribution of the Products and the provisions of this
                Agreement. Such inspection shall be at Meridian's sole expense.

16.     ASSIGNMENT

        This Agreement shall not be assigned by either Party without the prior
        written consent, such consent not to be unreasonably withheld, of the
        other Party, except that a Party may assign its rights and obligations
        under this Agreement to any Affiliate or any corporation, firm or other
        business entity with or into which it may merge or consolidate or to
        which it may sell or transfer all or substantially all of its assets;
        provided that such entity merging or consolidating with or into such
        assigning Party or purchasing all or substantially all of such assigning
        Party's assets may not be a competitor of the other Party.


17.     FORCE MAJEURE

        Neither Party shall be responsible for any delay or failure to perform
        its obligations under this Agreement, in whole or in part, if occasioned
        by strikes, work stoppages, or boycotts; riots, insurrections or
        revolutions; embargoes; war; fires, earthquakes, floods, explosions,
        droughts, snow emergency or any other natural catastrophes; or by any
        other causes beyond the control of that Party. In the event of force
        majeure, the Party affected thereby shall give the other Party prompt
        written notice of the existence of force majeure, the causes thereof and
        an estimate of the reasonably anticipated delay that may be caused
        thereby and prompt notice of the termination of the force majeure event.
        The Parties

<PAGE>   29
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -29-

        hereby agree that a Product recall or withdrawal is not an event of
        force majeure hereunder.


18.     ENTIRE AGREEMENT

        This Agreement constitutes the entire agreement between the Parties with
        respect to the manufacture, supply, marketing, distribution and sale of
        the Products and there are no understandings of any kind except as
        expressly set forth herein. No modification of the Agreement shall be of
        any force or effect unless in writing and signed by both Parties hereto.
        This Agreement supersedes all prior agreements between or among the
        Parties.


19.     NOTICES

        All notices required or permitted by the terms of this Agreement by
        either Party shall be given by prepaid, registered or certified mail,
        confirmed overnight carrier or confirmed facsimile to the address of the
        Party as set forth below or to such other address as may, from time to
        time, be designated in writing by such other Party.

                If to DEY:                Dey, L.P.
                                          2751 Napa Valley Corporate Drive
                                          Napa, CA 94558
                                          Fax: 1-707-224-8916

                                          Attention: Mr. Charles A. Rice
                                                     President and CEO

                If to MERIDIAN:           Meridian Medical Technologies, Inc.
                                          10240 Old Columbia Road
                                          Columbia, MD 21046
                                          Fax: 1-410-309-1691

                                          Attention: Mr. James H. Miller
                                                     Chairman, President and CEO


20.     GOVERNING LAW AND VENUE

        This Agreement shall be construed and interpreted according to the laws
        of the State of New York without regard to any conflict of law
        principles that would require the application of the laws of any other
        jurisdiction. The Parties hereby consent to the nonexclusive
        jurisdiction of and venue in any federal or state court of competent


<PAGE>   30
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -30-

        jurisdiction located in the State of New York for the adjudication of
        any disputes arising under this Agreement.


21.     WAIVER

        A waiver by either Party of any term or condition of the Agreement in
        any one instance shall not be deemed or construed to be a waiver of such
        term or condition for any similar instance in the future of any
        subsequent breach hereof. None of the rights, remedies, undertakings and
        obligations hereunder shall be a limitation of any other remedy, right
        undertaking, obligation or agreement of either Party.


22.     INTERPRETATION

        If there is any inconsistency between the provisions of this Agreement
        and any Purchase Order or other document passing between the Parties,
        the provisions of this Agreement shall be determinative.


23.     SEVERABILITY

        Any provision of this Agreement which is prohibited or unenforceable in
        any jurisdiction shall, as to such jurisdiction, be ineffective to the
        extent of such prohibition or unenforceability without invalidating the
        remaining provisions hereof or affecting the validity or enforceability
        of such provision in any other jurisdiction.


24.     HEADINGS

        Headings in this Agreement are included herein for convenience of
        reference only and have no legal effect.


25.     INDEPENDENT CONTRACTORS

        Nothing herein shall create any association, partnership, joint venture
        or the relation of principal and agent between the Parties hereto, it
        being understood that Meridian is manufacturing and supplying the
        Products as an independent contractor, and neither Party shall have the
        authority to bind the other or the other's representatives in any way.


26.     SUCCESSORS AND ASSIGNS

        This Agreement shall be binding upon and inure to the benefit of the
        Parties and their permitted assigns.

<PAGE>   31
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -31-

27.     SURVIVAL OF PROVISIONS

        All of the Parties' rights and obligations relating to payment and all
        of their rights and obligations under Sections 3g, 3i, 5f, 5g, 6 through
        9, 10, 13c, and 17 through 27 shall survive the expiration or
        termination of the Agreement.



                [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]


<PAGE>   32
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -32-

IN WITNESS WHEREOF, Meridian and Dey have caused this Supply Agreement to be
executed as of the Effective Date.

                                         DEY,  L.P.
                                         By its general partner, Dey, Inc.


                                         By:    /s/ Charles A. Rice
                                                --------------------------------
                                                Charles A. Rice
                                                President and CEO


                                         MERIDIAN MEDICAL TECHNOLOGIES, INC.

                                         By:    /s/ James H. Miller
                                                --------------------------------
                                                James H. Miller
                                                Chairman, President and CEO


Agreed and Accepted:

EM INDUSTRIES, INCORPORATED

By:     /s/ Tom Colclough
        ----------------------------
        Name:  Thomas E. Colclough
        Title: President & CEO


<PAGE>   33
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -33-


                                    EXHIBIT A

                                    PRODUCTS


PRODUCT NAME
FASTJEKT EPIPEN JR International
CANADIAN EPIPEN JR Canada
CANADIAN EPIPEN SR Canada
FASTJEKT EPIPEN SR International
ALK EPIPEN SR International
ALK EPIPEN JR International
EPIPEN JR NDC 49505-501-01
EPIPEN SR NDC 49502-500-01
EPIPEN TRAINERS
EPIPEN SR TWO-PAK NDC 49502-500-02
EPIPEN JR TWO-PAK NDC 49505-501-02

<PAGE>   34
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -34-

                                    EXHIBIT B


                            PACKAGING CONFIGURATIONS

        A.    EpiPen(R)               Single Unit Shelf Carton With PI's
                                      Twelve (12) Cartons Per Shipper Case


        B.    EpiPen(R)Jr.            Single Unit Shelf Carton With PI's
                                      Twelve (12) Cartons Per Shipper Case


        C.    EpiPen(R)Trainer        165 Trainers Per Box
                                      Six (6) Boxes of 165 Per Shipper Case

        D.    EpiPen(R)Sr. Two-Pak    Each carton contains 2 EpiPen(R)Sr.
                                      Injectors and 1 EpiPen(R)Trainer With PI's
                                      Packaged 6 cartons per shipper

        E.    EpiPen(R)Jr. Two-Pak    Each carton contains 2 EpiPen(R)Jr.
                                      Injectors and 1 EpiPen(R)Trainer With PI's
                                      Packaged 6 cartons per shipper

<PAGE>   35
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -35-

                                    EXHIBIT C


1.      PRODUCT SPECIFICATIONS

        Product Specifications are attached hereto as Appendix I


2.      LABELING SPECIFICATIONS

        A.     EpiPen(R)                    DESCRIPTION
                                            Auto Injector Label
                                            Patient Insert
                                            Shelf Carton
                                            Tray
                                            Shipper Case
                                            Physician Insert
                                            Combined Physician Insert


        B.     EpiPen(R)Jr.                 DESCRIPTION
                                            Auto Injector Label
                                            Patient Insert
                                            Shelf Carton
                                            Tray
                                            Shipper Case
                                            Combined Physician Insert


        C.     EpiPen(R)Trainer             DESCRIPTION
                                            Trainer Label


        D.     EpiPen(R)Sr. Two-Pak         DESCRIPTION
                                            Auto Injector Label
                                            Patient Insert
                                            Trainer Label
                                            Trainer Insert
                                            Physician Insert
                                            Dual Pack Carton
                                            Shipper Case
<PAGE>   36
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -36-



        E.     EpiPen(R)Jr. Two-Pak         DESCRIPTION
                                            Auto Injector Label
                                            Patient Insert
                                            Trainer Label
                                            Trainer Insert
                                            Physician Insert
                                            Dual Pack Carton
                                            Shipper Case


<PAGE>   37
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -37-

                                                                      APPENDIX I


                              EpiPen Auto-Injector


Epinephrine Injection
1:1,000; 0.3 mL/dose

Sampling: "..."

Critical Defects Definition - "..."

Major Defects Definition - "..."

Minor Defects Definition - "..."

VISUAL AUDIT (BASIC UNIT)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

<PAGE>   38
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -38-

                              EpiPen Auto-Injector

Epinephrine Injection
1:1,000; 0.3 mL/dose

Sampling:      "..."

FUNCTIONALITY TESTING (ASSEMBLED AUTOINJECTOR)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

8.      "..."

9.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

MINOR                 LIMITS - "..."

1.      "..."

2.      "..."

<PAGE>   39
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -39-


3.      "..."

<PAGE>   40
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -40-

                              EpiPen Auto-injector

Epinephrine Injection
1:1,000; 0.3 mL/dose

Sampling:      "..."

FINAL PRODUCT INSPECTION I (MOISTURE & FINAL INSPECTION)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MINOR                            LIMITS - "..."

1.      "..."

FINAL PRODUCT INSPECTION II (LABEL/TUBE & CAP)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

<PAGE>   41
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -41-

                              EpiPen Auto-Injector

Epinephrine Injection
1:1,000; 0.3 mL/dose

Sampling:      "..."

FINAL PRODUCT INSPECTION III (PACKAGING)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."


CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."


CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."


MINOR                            LIMITS - "..."

1.      "..."

<PAGE>   42
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -42-

                              EpiPen Auto-Injector



Epinephrine Injection
1:1,000; 0.3 mL/dose

FINISHED PRODUCTION SPECIFICATION



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
          TEST                          METHOD                    SPECIFICATION
------------------------------------------------------------------------------------------
<S>                             <C>                           <C>
Epinephrine Assay               "..."                         "..."
------------------------------------------------------------------------------------------
Identification B                "..."                         "..."
------------------------------------------------------------------------------------------
pH                              "..."                         "..."
------------------------------------------------------------------------------------------
Identification A                "..."                         "..."
------------------------------------------------------------------------------------------
Degradation Products            "..."
------------------------------------------------------------------------------------------
-       Adrenochrome                                          "..."
------------------------------------------------------------------------------------------
-       Adrenolutin                                           "..."
------------------------------------------------------------------------------------------
-       Total Other Impurities                                "..."
------------------------------------------------------------------------------------------
-       Total Impurities                                      "..."
------------------------------------------------------------------------------------------
Sodium Metabisulfite            "..."                         "..."
------------------------------------------------------------------------------------------
Particulate Matter              "..."                         "..."
------------------------------------------------------------------------------------------
Color and Clarity               "..."                         "..."
------------------------------------------------------------------------------------------
Sterility                       "..."                         "..."
------------------------------------------------------------------------------------------
Bacterial Endotoxin Content     "..."                         "..."
------------------------------------------------------------------------------------------
Activation Force                "..."                         "..."
------------------------------------------------------------------------------------------
Volume Dispensed                "..."                         "..."
------------------------------------------------------------------------------------------
Dispensing Time                 "..."                         "..."
------------------------------------------------------------------------------------------
Exposed Needle Length           "..."                         "..."
------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   43
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -43-

                            EpiPen Jr. Auto-Injector


Epinephrine Injection
1:2,000; 0.3 mL/dose

Sampling:      "..."

Critical Defects Definition - "..."

Major Defects Definition - "..."

Minor Defects Definition - "..."

VISUAL AUDIT (BASIC UNIT)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MAJOR                            LIMITS - "..."

1.      "..."


<PAGE>   44
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -44-

                            EpiPen Jr. Auto-Injector

Epinephrine Injection
1:2,000; 0.3 mL/dose

Sampling:      "..."

FUNCTIONALITY TESTING (ASSEMBLED AUTOINJECTOR)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

8.      "..."

9.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

<PAGE>   45
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -45-

                            EpiPen Jr. Auto-Injector

Epinephrine Injection
1:2,000; 0.3 mL/dose

Sampling:      "..."

FINAL PRODUCT INSPECTION I (MOISTURE & FINAL INSPECTION)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MINOR                            LIMITS - "..."

1.      "..."

FINAL PRODUCT INSPECTION II (LABEL/TUBE & CAP)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

<PAGE>   46
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -46-

                            EpiPen Jr. Auto-Injector


Epinephrine Injection
1:2,000; 0.3 mL/dose

Sampling:      "..."

FINAL PRODUCT INSPECTION III (PACKAGING)

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

MINOR                            LIMITS - "..."

1.      "..."

<PAGE>   47
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -47-

                              EpiPen Auto-Injector

Epinephrine Injection
1:2,000; 0.3 mL/dose

FINISHED PRODUCT SPECIFICATION



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
           TEST                          METHOD                    SPECIFICATION
------------------------------------------------------------------------------------------
<S>                             <C>                           <C>
Epinephrine Assay               "..."                         "..."
------------------------------------------------------------------------------------------
pH                              "..."                         "..."
------------------------------------------------------------------------------------------
Identification A                "..."                         "..."
------------------------------------------------------------------------------------------
Identification B                "..."                         "..."
------------------------------------------------------------------------------------------
Degradation Products            "..."
------------------------------------------------------------------------------------------
-       Adrenochrome                                          "..."
------------------------------------------------------------------------------------------
-       Adrenolutin                                           "..."
------------------------------------------------------------------------------------------
-       Total Other Impurities                                "..."
------------------------------------------------------------------------------------------
-       Total Impurities                                      "..."
------------------------------------------------------------------------------------------
Sodium Metabisulfite            "..."                         "..."
------------------------------------------------------------------------------------------
Particulate Matter              "..."                         "..."
------------------------------------------------------------------------------------------
Color and Clarity               "..."                         "..."
------------------------------------------------------------------------------------------
Sterility                       "..."                         "..."
------------------------------------------------------------------------------------------
Bacterial Endotoxin Content     "..."                         "..."
------------------------------------------------------------------------------------------
Activation Force                "..."                         "..."
------------------------------------------------------------------------------------------
Volume Dispensed                "..."                         "..."
------------------------------------------------------------------------------------------
Dispensing Time                 "..."                         "..."
------------------------------------------------------------------------------------------
Exposed Needle Length           "..."                         "..."
------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   48
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -48-

                        Canadian EpiPen Jr. Auto-Injector

Epinephrine Injection
1:2,000, 0.3 mL/dose

Sampling:      "..."

Critical Defects Definition - "..."

Major Defects Definition - "..."

Minor Defects Definition - "..."

FINAL PRODUCT INSPECTION I

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

8.      "..."

9.      "..."

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."


CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

<PAGE>   49
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -49-

                        Canadian EpiPen Jr. Auto-Injector


Epinephrine Injection
1:2,000, 0.3 mL/dose

Sampling:      "..."

MAJOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

MINOR                            LIMITS - "..."

1.      "..."

MINOR                            LIMITS - "..."

1.      "..."

<PAGE>   50
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -50-

                          Canadian EpiPen Auto-Injector

Epinephrine Injection
1:1,000, 0.3 mL/dose

Sampling:      "..."

Critical Defects Definition - "..."

Major Defects Definition - "..."

Minor Defects Definition - "..."

FINAL PRODUCT INSPECTION I

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

8.      "..."

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

<PAGE>   51
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -51-

                          Canadian EpiPen Auto-Injector

Epinephrine Injection
1:1,000, 0.3 mL/dose

Sampling:      "..."

MAJOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

MAJOR                            LIMITS - "..."

1.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

MINOR                            LIMITS - "..."

1.      "..."

MINOR                            LIMITS - "..."

1.      "..."

<PAGE>   52
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -52-

                       International EpiPen Auto-Injector

Epinephrine Injection

Sampling:      "..."

Critical Defects Definition - "..."

Major Defects Definition - "..."

Minor Defects Definition - "..."

FINAL PRODUCT INSPECTION I

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

CRITICAL                         LIMITS - "..."

1.      "..."

2.      "..."

MAJOR                            LlMITS - "..."

1.      "..."

2.      "..."

3.      "..."

MINOR                            LIMITS - "..."

1.      "..."

2.      "..."

MINOR                            LIMITS - "..."

1.      "..."

<PAGE>   53
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -53-

                                    EXHIBIT D

                                   UNIT PRICES

        Unit prices for Products delivered in accordance with Section 5a of the
Agreement or Section 2d of the Agreement shall be as follows until modified in
accordance with Section 5 of the Agreement:

<TABLE>
<CAPTION>
               ITEM                         ORDER QUANTITY              UNIT PRICE
               -------                      --------------              ----------
               <S>                          <C>                          <C>
               EpiPen(R)Sr.                  "..."                       "..."

               EpiPen(R)Jr.                  "..."                       "..."

               Canadian EpiPen(R)Sr.         "..."                       "..."
               Canadian EpiPen(R)Sr.         "..."                       "..."
               Canadian EpiPen(R)Sr.         "..."                       "..."

               Canadian EpiPen(R)Jr.         "..."                       "..."
               Canadian EpiPen(R)Jr.         "..."                       "..."
               Canadian EpiPen(R)Jr.         "..."                       "..."

               ALK/Foreign EpiPen(R)Sr.      "..."                       "..."
               ALK/Foreign EpiPen(R)Sr.      "..."                       "..."
               ALK/Foreign EpiPen(R)Sr.      "..."                       "..."

               ALK/Foreign EpiPen(R)Jr.      "..."                       "..."
               ALK/Foreign EpiPen(R)Jr.      "..."                       "..."
               ALK/Foreign EpiPen(R)Jr.      "..."                       "..."

               EpiPen(R)Trainer                                          "..."

               EpiPen(R)Sr. Two-Pak          "..."                       "..."

               EpiPen(R)Jr. Two-Pak          "..."                       "..."
</TABLE>


<PAGE>   54
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -54-

                                    EXHIBIT E

                          PENDING OR THREATENED CLAIMS

1.      "..."

2.      "..."

3.      "..."

4.      "..."

5.      "..."

6.      "..."

7.      "..."

8.      "..."



--------------------------------------------------------------------------------
*       "..."

<PAGE>   55
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -55-

                                    EXHIBIT F


                               DEY PURCHASE ORDER

                           [DEY PURCHASE ORDER FORM]


<PAGE>   56
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -56-

                                    EXHIBIT G

                                 MERIDIAN MARKS

MERIDIAN MEDICAL TECHNOLOGIES
MERIDIAN

<PAGE>   57
                                                CONFIDENTIAL TREATMENT REQUESTED
                      ["..."indicates that material has been omitted pursuant
                            to Confidential Treatment Request, which the Company
                            has filed separately with the Securities and
                            Exchange Commission]

                                      -57-

                                    EXHIBIT H

                                    DEY MARKS

EPIPEN
EPIPEN JR
DEY AND TRIANGLE MARK
EPI EZ PEN
EPI EZ PEN JR