SECURITY AGREEMENT
     This  SECURITY  AGREEMENT (this "AGREEMENT") is made and entered into as of
December  29,  2000,  by  and  between  Ascent  Pediatrics,  Inc.,  a  Delaware
corporation  ("PLEDGOR"),  and  FS  Ascent  Investments  LLC, a Delaware limited
liability  company  ("PLEDGEE").
                              W I T N E S S E T H:
                              -------------------
          WHEREAS,  contemporaneously  with  the  execution and delivery of this
Agreement, Pledgor and Pledgee are entering into a Loan Agreement dated the date
hereof  (the "INVESTMENTS/ASCENT LOAN AGREEMENT") under which Pledgee has agreed
to  lend  Pledgor  an  aggregate  of  up to six million dollars ($6,250,000) and
pursuant  to  which  Pledgor is executing and delivering to Pledgee a Promissory
Note  dated  the  date  hereof  (the  "INVESTMENTS/ASCENT  PROMISSORY  NOTE");

          WHEREAS,  Pledgor  owns  the product entitled "Primsol", Trimethroprim
hydrochloride  50  mg/5  ml  for the treatment of acute otitis media ("Primsol",
including  the  trademark  listed  on  Schedule  1  hereto);
                                       -----------

          WHEREAS, Pledgor has agreed to grant a security interest in certain of
its  assets  to  Pledgee to secure the Obligations (as defined herein) under the
Investments/Ascent  Loan  Agreement  and the Investments/Ascent Promissory Note.

     NOW,  THEREFORE,  in  consideration  of  the  promises  and  of  the mutual
covenants  herein  contained  and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:
1.     DEFINED TERMS.  As used in this Agreement, the following terms shall have
       -------------
the  respective  meanings  assigned  to  them:
          (a)     "EVENT  OF  DEFAULT"  shall  have the same meaning assigned to
such  term  in  the  Investment/Ascent  Loan  Agreement;

          (b)     "GOODWILL"  shall  mean  all  goodwill, trade secrets, product
dossiers,  proprietary  or  confidential  information,  technical  information,
procedures, formulae, quality control standards, designs, operation and training
manuals,  customer lists, distribution agreements and general intangibles now or
hereafter  owned by Pledgor insofar as any of the foregoing relates primarily to
Primsol;

          (c)     "GOVERNMENTAL  AUTHORITY"  shall  mean  any  agency,
instrumentality,  department,  commission,  court,  tribunal  or  board  of  any
government,  whether  foreign  or domestic and whether national, federal, state,
provincial  or  local;
     (d)     "LICENSE AGREEMENT" shall mean the License Agreement dated the date
hereof,  between  Pledgor and Pledgee, substantially in the form attached hereto
as  Exhibit  A.
          (e)     "MATERIAL  ADVERSE EFFECT" shall mean, when used in connection
with  Pledgor,  any  development, change or effect that is materially adverse to
the  business,  properties  (including,  without  limitation,  the  Collateral),
assets,  net  worth,  financial  condition,  results  of  operations  or  future
prospects  (including,  without  limitation, future equity value) of Pledgor and
its  subsidiaries  taken  as  a  whole;

          (f)     "OBLIGATIONS"  shall mean all obligations of Pledgor under the
Investments/Ascent Loan Agreement and the Investments/Ascent Note, including any
extension,  modification,  substitution,  amendment  or  renewal  thereof;

          (g)     "PERMITTED  LIEN"  shall have the same meaning as set forth in
the  Investments/Ascent  Loan  Agreement.

          (h)     "PRIMSOL  NDA"  shall  mean the New Drug Application issued by
the  U.S.  Food  and  Drug  Administration  permitting the manufacture, sale and
marketing  of  Primsol;

          (i)     "PRIMSOL  INVENTORY"  shall  mean,  insofar  as  it relates to
Primsol,  all  raw materials, work in-process, and finished inventory of Pledgor
of every type or description and all documents of title covering such inventory,
and  shall  specifically  include,  insofar  as  it  relates  to  Primsol,  all
"inventory"  as  such  term  is  defined  in  the UCC, now or hereafter owned by
Pledgor;

          (j)     "PRIMSOL  RECEIVABLES"  shall  mean,  insofar as it relates to
Primsol,  any  "account"  as  such  term  is  defined  in  the UCC, now owned or
hereafter  acquired  by Pledgor, including, but not limited to, all of Pledgor's
rights  to  payment  for  goods sold or leased or services performed by Pledgor,
whether  now  in  existence  or  arising from time to time hereafter, including,
without  limitation,  rights  evidenced  by an account, note, contract, security
agreement,  chattel  paper,  or  other  evidence  of  indebtedness  or security,
together  with:  (i) all security pledged, assigned, hypothecated, or granted to
or  held by Pledgor to secure the foregoing, (ii) all of Pledgor's right, title,
and interest in and to any goods, the sale of which gave rise thereto, (iii) all
guarantees,  endorsements, and indemnifications on, or of, any of the foregoing,
(iv) all powers of attorney for the execution of any evidence of indebtedness or
security  or  other  writing  in  connection  therewith, (v) all books, records,
ledger cards, and invoices relating thereto, (vi) all evidences of the filing of
financing  statements  and  other  statements  and  the  registration  of  other
instruments  in  connection  therewith  and amendments thereto, notices to other
creditors or secured parties, and certificates from filing or other registration
officers, (vii) all credit information, reports, and memoranda relating thereto,
and  (viii)  all  other  writings  related  in  any  way  to  the  foregoing;

          (k)     "PRIMSOL  TRADEMARK"  shall  mean  the  trademark  listed  in
Schedule  1; and (a) the right to sue or otherwise recover for any and all past,
       ----
present  and future infringements and misappropriations thereof, (b) all income,
royalties,  damages  and other payments now or hereafter due and/or payable with
respect  thereto  (including,  without limitation, payments under all agreements
and contracts entered into in connection therewith, and damages and payments for
past  or future infringements thereof) and (c) the right to use and register and
all  rights corresponding thereto and all other rights of any kind whatsoever of
Pledgor  accruing thereunder or pertaining thereto, together, in each case, with
the  goodwill of the business connected with the use of, and symbolized by, each
such  trademark, service mark, trade name, trade dress or other indicia of trade
origin;

          (l)     "TERMINATION  DATE"  shall  mean  the date on which all of the
Obligations  have  been  fully  paid  and  satisfied;

          (m)     "TOLL  MANUFACTURING AGREEMENT" shall mean the agreement dated
October 17, 1994, between Pledgor and Lyne Laboratories, Inc. ("LYNE"), pursuant
to  which  Primsol  is  manufactured  for  Pledgor;  and

     (n)     "UCC"  means the Uniform Commercial Code as the same may, from time
to  time,  be in effect in the State of Massachusetts; provided, however, in the
                                                       --------  -------
event  that,  by  reason  of  mandatory  provisions  of  law,  any or all of the
attachment,  perfection  or  priority  of  the  Bank's  security interest in the
Collateral  is  governed  by  the  Uniform  Commercial  Code  as  in effect in a
jurisdiction  other  than  the State of Massachusetts, the term "UCC" shall mean
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such attachment, perfection or priority and
for  purposes  of  definitions  related  to  such  provisions.

     2.     GRANT OF SECURITY INTEREST.  As security for the prompt and complete
            --------------------------
payment  and  performance  when  due  of  all of the Obligations, Pledgor hereby
grants  a  continuing  first  priority  security  interest  in (a "LIEN") all of
Pledgor's  right, title and interest in, to and under, and the proceeds from the
following,  whether  presently  existing  or  hereafter  created  or  acquired
(collectively,  the  "COLLATERAL",  with  clauses  (a)  through  (d) below to be
referred  to  in  this  Agreement  as the "INTELLECTUAL PROPERTY COLLATERAL" and
clauses  (e)  through  (g) below as the "NON-INTELLECTUAL PROPERTY COLLATERAL"):

     (a)     the  Primsol  Trademark;

          (b)     the  Goodwill;

          (c)     all  products  and  proceeds  of  the foregoing, including any
claim  or  proceeding of Pledgor against third parties for any (i) past, present
or future infringement, unfair competition, or dilution of the Primsol Trademark
and  (ii)  injury  to  the  Goodwill  associated  with  the  foregoing;

          (d)     the  Primsol  NDA;

          (e)     the  Toll  Manufacturing  Agreement;

          (f)     all  Primsol  Inventory;  and

          (g)     each  and  every  Primsol  Receivable.

     3.     REPRESENTATIONS  AND WARRANTIES.  Pledgor represents and warrants to
            -------------------------------
Pledgee,  that,  as  of  the  date  of  this  Assignment:

          (a)     Pledgor  does  not own any patent or trademark with respect to
Primsol that is registered with the United States Patent and Trademark Office or
any  similar  offices  or  agencies of the United States, any state or territory
thereof,  or  any other country or political subdivision, other than the Primsol
Trademark;

          (b)     Pledgor  is  not  a  party  to,  or an assignee of a party to,
intellectual  property  license  agreement  with  respect  to  Primsol;

          (c)     Pledgor  does  not own any patent or trademark material to the
conduct  of  its Primsol business, other than the Primsol Trademark registration
(except  logos, prints, labels, designs, works, and general intangibles that are
not  and  cannot  be  registered  with  the  United  States Patent and Trademark
Office);

     (d)     Pledgor  owns  and has good and marketable title to, free and clear
of  all Liens, the Primsol Trademark; and has not granted any license, rights or
privileges in or to the Intellectual Property Collateral to any party, except as
otherwise  set  forth  herein;

          (e)     The  Primsol Trademark registration has been duly and properly
issued;

     (f)     The  Primsol  Trademark  is  valid,  in  use  and in full force and
effect;

     (g)     The  Primsol  Trademark  has  not  been  adjudged  invalid  or
unenforceable,  in  whole or in part by any court of competent jurisdiction; nor
has  any  holding,  decision  or  judgment  been  rendered  by  any Governmental
Authority  which would limit, cancel or question the validity, registrability or
enforceability  of  the  Primsol  Trademark  in  the  applicable  jurisdictions;

     (h)     No  action or proceeding is pending or, to the Company's knowledge,
threatened (i) seeking to limit, cancel or question the Company's ability to use
the  Intellectual Property Collateral in any jurisdiction or (ii) which would be
reasonably  likely  to  have  a  Material  Adverse  Effect  on  the value of the
Intellectual  Property  Collateral  throughout  the  world.

          (i)     Pledgor  has  not  commenced  and does not currently intend to
commence  any  suit or action against others in connection with the violation or
enforcement  of  its  rights  in  any  of  the Intellectual Property Collateral;

          (j)     Pledgor  is  and  shall  at  all  times  remain  the  sole and
exclusive  owner of the entire and unencumbered right, title and interest in and
to  the  Primsol  Trademark, free and clear of any Liens, including licenses and
covenants  by  Pledgor  not  to  sue  third  persons, except for the interest of
Pledgee  under  this  Agreement  or  the  interest of any person holding through
Pledgee;

          (k)     Pledgor  will  enter into written agreements as necessary with
each of its present and future employees, and consultants that will enable it to
comply  with  the  covenants  herein  contained;

     (l)     To Pledgor's knowledge, no Person other than Pledgor has claimed or
is  claiming  it  either  owns  any  right,  title  or  interest  in the Primsol
Trademark,  or  has any right, title or interest superior to Pledgor's rights in
the  Primsol  Trademark  (other  than  as  in  (j));

     (m)     Except  as  identified herein, Pledgor has not granted any release,
covenant  not  to  sue, or non-assertion assurance to any Person with respect to
the  Primsol  Trademark;

     (n)     The  Primsol  NDA is in full force and effect and is not subject to
any  "warning  letters" or other enforcement actions by or on behalf of the U.S.
Food  and  Drug  Administration.

     (o)     The  Toll  Manufacturing  Agreement  is a valid and legally binding
obligation  of  Pledgor and, Pledgor's knowledge, Lyne, and neither the Pledgor,
nor  to  the  Pledgor's  knowledge,  Lyne  is  in  default under said agreement;

     (p)     Pledgor  is  the  sole  owner  of  the  Non-Intellectual  Property
Collateral,  free  and clear of any Lien thereon, except for the Lien created by
this  Agreement  or  the  interest  of  any  person  holding  through  Pledgee;
(q)     Pledgor  has  the  legal  right  to  grant  a  security  interest in the
Non-Intellectual  Property  Collateral,  as  provided  for  in  this  Agreement;
(r)     No  security  agreement,  financing  statement or equivalent security or
lien  instrument  or  continuation  statement  covering  all  or any part of the
Non-Intellectual  Property  Collateral  is  on  file  or of record in any public
office,  except  for  the  Lien created by this Agreement or the interest of any
person  holding  through  Pledgee;
(s)     No consent, approval, authorization or other order of any person, and no
consent,  authorization, approval, or other action by and no notice to or filing
with, any Governmental Authority is required (i) for the execution, delivery and
performance  of  this  Agreement  or  (ii)  for  the  Pledgor's grant a security
interest  in  the  Collateral;
(t)     The Pledgor's grant of a security interest in the Collateral pursuant to
this  Agreement  creates a valid and continuing Lien on and a perfected security
interest  in  such  Collateral and the proceeds thereof, securing the payment of
the  Obligations,  subject  to no prior Lien other than the Permitted Liens; and
(u)     This  Agreement  has  been  duly  executed  and delivered by Pledgor and
constitutes  a  legal,  valid  and  binding obligation of Pledgor enforceable in
accordance  with  its  terms,  except  as  enforceability  may  be  limited  by
bankruptcy,  insolvency, or other similar laws affecting the rights of creditors
generally  or  by  the  application  of  general  equity  principles.
     4.     COVENANTS.
            ---------

          (a)     In  no  event  shall  Pledgor, either by itself or through any
employee,  licensee or designee, file an application for the registration of any
Intellectual  Property  Collateral  with  the United States Patent and Trademark
Office or any similar office or agency in the United States or any other country
or  any  political subdivision thereof without giving Pledgee and Alpharma USPD,
Inc.,  a  Maryland  corporation  ("Alpharma"), prior written notice thereof and,
upon  the request of Pledgee or Alpharma, Pledgor shall execute and deliver, for
filing  with  any  such  office or agency as Pledgee and Alpharma may reasonably
deem  appropriate,  (i)  an  amendment to this Agreement adding a description of
such  Intellectual  Property  Collateral  to  Schedule  1  and  (ii)  any  other
                                              -----------
agreements,  instruments,  documents  and  papers  as  Pledgee  and Alpharma may
reasonably  request  to  evidence  Pledgee's  Lien on such Intellectual Property
Collateral;

          (b)     Subject  to  Section  4(a)  hereof,  Pledgor  shall  take  all
reasonable  actions  to  maintain  and  pursue  each  application, to obtain the
relevant  registration,  and  to  maintain  the  registration  of  all  of  the
Intellectual  Property  Collateral  that is material to the conduct of Pledgor's
business with the United States Patent and Trademark Office or other appropriate
filing office or agency in which registration is necessary to protect its rights
therein,  including  the  filing of applications for renewal, affidavits of use,
affidavits  of incontestability and opposition and interference and cancellation
proceedings.

          (c)     In  the  event  that  any  of  Pledgor's  rights  under  any
Intellectual  Property Collateral are infringed, misappropriated or diluted by a
third  party,  Pledgor  (i)  shall notify Pledgee and Alpharma promptly after it
learns  thereof,  (ii)  unless  Pledgor  shall  reasonably  determine  that such
Intellectual Property Collateral is not material to the conduct of its business,
shall promptly sue such party for infringement, misappropriation or dilution and
recover any and all damages for such infringement, misappropriation or dilution,
and  (iii)  shall  take  such  other  actions  as  Pledgor shall reasonably deem
appropriate  under  the  circumstances  to  protect  such  Intellectual Property
Collateral.

          (d)     Pledgor  shall  promptly  notify  Pledgee  and  Alpharma,  in
writing,  of  any  suit,  action  or  proceeding brought against it relating to,
concerned  with  or  affecting  any  of  the  Collateral  which,  if  determined
adversely,  is  likely to have a Material Adverse Effect and shall, upon request
by Pledgee or Alpharma, deliver to Pledgee and Alpharma a copy of all pleadings,
papers,  orders,  or  decrees  theretofore or thereafter filed in any such suit,
action  or  proceeding,  and  shall  keep Pledgee and Alpharma fully advised and
informed,  in  writing,  of the progress of any such suit, action or proceeding;

          (e)     Pledgor  shall  notify  Pledgee and Alpharma immediately if it
knows or has reason to know (i) that any application or registration relating to
any  Intellectual  Property  Collateral  that  is material to the conduct of its
business may become abandoned or dedicated or (ii) that there has been or likely
may be an adverse determination or development (including the institution of, or
any adverse determination or development in, any proceeding in the United States
Patent  and  Trademark  Office  or any court) regarding (A) its ownership of any
Intellectual  Property  Collateral  that  is  material  to  the  conduct  of its
business,  (B)  its  right to register such Intellectual Property Collateral, or
(C)  its  right  to  keep  and  maintain  such Intellectual Property Collateral;

          (f)     Pledgor  shall, from time to time at its own expense, promptly
execute,  deliver,  file  and  record  all further instruments, endorsements and
other  documents, and take such further action consistent with the terms of this
Agreement,  as  may be required by law for  Pledgee or Alpharma to obtain, or as
Pledgee  or  Alparma  may deem necessary in obtaining, the full benefits of this
Agreement  and  of  the  rights,  remedies and powers herein granted, including,
without  limitation,  (i)  the  filing  of  any  financing  statements,  in form
reasonably acceptable to Pledgee and Alpharma, under the Uniform Commercial Code
in  effect  in  any  jurisdiction with respect to the security interests granted
hereby;  (ii)  furnish  to Pledgee and Alpharma from time to time statements and
schedules  further  identifying  and  describing  the  Collateral and such other
reports  in connection with the Collateral as Pledgee or Alpharma may reasonably
request, all in reasonable detail and in form reasonably satisfactory to Pledgee
and Alpharma; (iii) execute and deliver the Trademark Assignment and cause it to
be  duly filed on an expedited basis with the United States Patent and Trademark
Office;  and  (iv)  execute  and  deliver any other trademark security agreement
relating  to  the  Primsol Trademark cause it to be perfected outside the United
States;

     (g)     Pledgor  will  mark  its  books  and  records  pertaining  to  such
Collateral  to  evidence this Agreement and the Lien on and security interest in
such  Collateral  granted  by  this  Agreement;  and
(h)     Except  as provided hereunder, Pledgor will not create, permit or suffer
to  exist, and will defend the Collateral against, and take such other action as
is  necessary  to  remove, any Lien on such Non-Intellectual Property Collateral
and  will defend the right, title and interest of Pledgee and Alpharma in and to
any  of  such  Pledgor's  rights  in  and  to  the  interests  comprising  such
Non-Intellectual  Property  Collateral  against  the  claims  and demands of all
persons  whomsoever.
     5.     PLEDGEE'S  APPOINTMENT  AS  ATTORNEY-IN-FACT.
            --------------------------------------------

     (a)     Pledgor hereby irrevocably constitutes and appoints Pledgee and any
officer  or  agent  thereof,  with  full  power of substitution, as its true and
lawful  attorney-in-fact  with full irrevocable power and authority in the place
and stead of Pledgor and in the name of Pledgor or in its own name, from time to
time  in Pledgee's discretion, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute and deliver any
and  all  documents  and  instruments  which  may  be  necessary or desirable to
accomplish  the purposes of this Agreement and, without limitation, hereby gives
Pledgee  the  power and right, on behalf of Pledgor, without notice to or assent
by  Pledgor  to  pay  or  discharge  taxes,  Liens,  security interests or other
encumbrances  levied  or  placed  on  or  threatened  against  the  Collateral;
          (b)     Pledgee agrees that, except upon the occurrence of an Event of
Default,  it  will  forebear from exercising the power of attorney or any rights
granted  to  Pledgee  pursuant to this Section 5.  The power of attorney granted
pursuant  to  this  Section  5  is a power coupled with an interest and shall be
irrevocable  until  the Obligations are indefeasibly paid and satisfied in full;

     (c)     The  powers  conferred  on  Pledgee hereunder are solely to protect
Pledgee's  and  Alpharma's  interests in the Collateral and shall not impose any
duty upon it to exercise any such powers.  Pledgee shall be accountable only for
amounts that it actually receives as a result of the exercise of such powers and
neither  it  nor  any  of  its officers, directors, employees or agents shall be
responsible  to  Pledgor for any act or failure to act, except for its own gross
negligence  or  willful  misconduct;  and
(d)     Pledgor  authorizes  Pledgee, at any time and from time to time upon the
occurrence  of any Event of Default, to execute any endorsements, assignments or
other  instruments  of  conveyance  or  transfer with respect to the Collateral.
     6.     REMEDIES,  RIGHTS  UPON  DEFAULT.
            --------------------------------

     (a)     If  any Event of Default shall occur and be continuing, in addition
to all other rights and remedies granted to Pledgee in this Agreement and in any
other  instrument  or  agreement  securing,  evidencing  or  relating  to  the
Obligations:  (i)  Pledgee  may  exercise  all  rights and remedies of a secured
party  under  the  UCC;  (ii)  Pledgor  hereby grants to Pledgee an irrevocable,
non-exclusive  license  (exercisable  without  payment  of  royalty  or  other
compensation  to  Pledgor)  (A)  to  use,  license  or  sublicense  any  of  the
Intellectual  Property Collateral now owned or hereafter acquired by Pledgor and
wherever  the  same  may be located and (B) to have access to all media in which
any  of  the  licensed  items  may  be  recorded  or stored and all computer and
automatic  machinery  software and programs used for the compilation or printout
thereof  and  (iii)  Pledgee's  rights  under  the License Agreement will become
effective.
(b)     Pledgor hereby waives presentment, demand, protest or any notice (to the
maximum  extent permitted by applicable law) of any kind in connection with this
Agreement  or  the  Collateral.
     7.     APPLICATION  OF  PROCEEDS.  Upon  the  occurrence  of  an  Event  of
            -------------------------
Default,  Pledgee shall apply all the proceeds of any sale, disposition or other
realization upon all or any part of the Collateral to the Obligations as Pledgee
may  determine.
     8.     USE  AND  PROTECTION  OF  INTELLECTUAL  PROPERTY  COLLATERAL.
            ------------------------------------------------------------
Notwithstanding  anything  to  the contrary contained herein, unless an Event of
Default  has  occurred  and is continuing, Pledgor may continue to use, exploit,
license,  enjoy and protect the Intellectual Property Collateral in the ordinary
course of its business, and Pledgee shall from time to time execute and deliver,
upon  the  reasonable  written  request  of  Pledgor,  any  and all instruments,
certificates  or  other  documents,  in  the  form  so  requested,  that  in the
reasonable judgment of Pledgor are necessary or appropriate to permit Pledgor to
continue  to  do  so.

     9.     TERMINATION  AND  RELEASE.  On  the  Termination Date, the rights of
            -------------------------
Pledgee  hereunder  shall  terminate  and  Pledgee  shall execute and deliver to
Pledgor  all  releases, powers of attorney other instruments as may be necessary
or  proper  to  terminate the Lien granted to Pledgee hereunder and to revest in
Pledgor  full  title to the Collateral, subject to any disposition thereof which
may  have  been  made  by  Pledgee  pursuant  thereto.

     10.     REINSTATEMENT.  This  Agreement  shall  remain  in  full  force and
             -------------
effect  and  continue to be effective should any petition be filed by or against
Pledgor  for  liquidation  or reorganization, should Pledgor become insolvent or
make  an assignment for the benefit of creditors or should a receiver or trustee
by  appointed  for  all  or  any significant part of Pledgor's assets, and shall
continue  to  be  effective or be reinstated, as the case may be, if it any time
payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned  by  any obligee of the Obligations, whether as a "voidable preference"
or  "fraudulent  conveyance"  under  the  Bankruptcy  Code, or otherwise, all as
though  such  payment  or  performance had not been made.  In the event that any
payment,  or  part  thereof,  is  rescinded, reduced, restored, or returned, the
Obligations  shall be reinstated and deemed reduced only by such amount paid and
not  so  rescinded,  reduced,  restored  or  returned.

     11.     NOTICES.  Except as otherwise provided herein, any notice hereunder
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shall  be  in writing, and shall be deemed to have been validly served, given or
delivered  upon  receipt  after  transmittal  by  hand  or by Federal Express or
similar  service,  or  by  facsimile  transmission,  or five business days after
deposit in the United States mail, registered mail, with proper postage prepaid,
and  addressed  to  the party to be notified at the following addresses (or such
other  address  as  such  party  shall  designate  by  notice to the other party
hereunder):

     If  to  Pledgee,  to:
               FS  Ascent  Investments  LLC
          c/o  FS  Private  Investments  LLC
          55  East  52nd  Street
          New  York,  New  York  10055-0002
          Attention:  James  L.  Luikart
          Facsimile:  (212)  409-5874

     with  a  copy  (which  shall  not  constitute  notice)  to:

          Stroock  &  Stroock  &  Lavan  LLP
          180  Maiden  Lane
          New  York,  New  York  10038
          Attention:  Melvin  Epstein,  Esq.
          Facsimile:  (212)  806-6006

with  a  copy  (which  shall  not  constitute  notice)  to:

          Alpharma  Inc.
          One  Executive  Drive
          Fort  Lee,  New  Jersey  07024
          Attention:  Chief  Legal  Officer
          Facsimile:  (201)  592-1481

     If  to  Pledgor,  to:
               Ascent  Pediatrics,  Inc.
          187  Ballardvale  Street,  Suite  B125
          Willmington,  Massachusetts  01887
          Attention:  Chief  Executive  Officer
          Facsimile:  (978)  658-3939

     with  a  copy  (which  shall  not  constitute  notice)  to:
               Hale  and  Dorr  LLP
          60  State  Street
          Boston,  Massachusetts  02109-1803
          Attention:  Stuart  Falber
          Facsimile:  (617)  526-5000

Failure  to  deliver any copies pursuant to this Section 11 shall not impair the
validity  of  any  notice  otherwise  complying  therewith.
     12.     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,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision in any other jurisdiction or affect the remainder
of  this  Agreement.
13.     GOVERNING  LAW.  This  Agreement  shall be governed by, and be construed
        --------------
and  enforced  in  accordance  with, the internal laws of the State of New York,
without  regard  to  the  provisions  thereof  relating  to  conflict  of  laws.
14.     CONTINUING  ASSIGNMENT.  This  Agreement  shall  create  a  continuing
        ----------------------
assignment  of,  Lien on and security interest in each and all of the Collateral
and  shall:  (a) remain in full force and effect until the Termination Date; (b)
be binding upon Pledgor, its successors and permitted assigns, as applicable and
(c) inure to the benefit of Pledgee and its successors, transferees and assigns.
Pledgor  may  not  assign  or  transfer any or all of its rights and obligations
hereunder  without  the  express  written  consent  of  Pledgee.
15.     SUCCESSORS  AND  ASSIGNS.  This  Agreement shall be binding upon Pledgor
        ------------------------
and  shall  inure  to  the  benefit  of,  and be enforceable by, Pledgee and its
successors  and  assigns.  For  the  avoidance  of doubt, Pledgee may assign its
rights  under  this  Agreement  to  Alpharma  or  any  of Alpharma's affiliates.
16.     AMENDMENTS.  None  of  the  terms or provisions of this Agreement may be
        ----------
waived,  altered,  modified  or amended except in writing duly signed for and on
behalf  of  Pledgee  and  Pledgor.
17.     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
        ------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
        -
together  shall  constitute  one  and  the  same  instrument.
18.     ACCEPTANCE  OF  FACSIMILE  SIGNATURES.  The  parties  agree  that  this
        -------------------------------------
Agreement  will  be considered signed when the signature of a party is delivered
by  facsimile  transmission.  Such  facsimile  signature shall be treated in all
respects  as  having  the  same  effect  as  an  original  signature.
<PAGE>
     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be  executed  and  delivered  by such party or its duly authorized office on the
date  first  set  forth  above.
ASCENT  PEDIATRICS,  INC.
By:      /s/  Emmett  Clemente
        ----------------------
Name:  Emmett  Clemente
Title:    Chief  Executive  Officer

          FS  ASCENT  INVESTMENTS  LLC

                                   By:  FS  PRIVATE  INVESTMENTS,  LLC,
                                        MANAGER


By:      /s/  James  Luikart
        --------------------
          Name:  James  L.  Luikart
          Title:    Managing  Member

<PAGE>

                                   SCHEDULE  I
                                   -----------

                              INTELLECTUAL PROPERTY
                              ---------------------



PRIMSOL  TRADEMARK:
------------------

Registration  No.  1941818,  issued  by  the U.S. Patent and Trademark Office on
December  12,  1995


<PAGE>
                                     ------
                                    EXHIBIT A
                                    ---------

[License  Agreement]