Exhibit 10.98

ASSET PURCHASE AGREEMENT

between

WARNER CHILCOTT, INC.

and

MEDICIS PHARMACEUTICAL CORPORATION

Dated as of September 14, 1999





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TABLE OF CONTENTS

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|ARTICLE 1 DEFINITIONS                                     |                                                     |      | 1  |   
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|                                                          | 1.1  Definitions                                    |      |    | 1  | 
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|ARTICLE 2 PURCHASE AND SALE OF ASSETS                     |                                                     |      | 3  |   
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|                                                          | 2.1  Assets to be Purchased                         |      |    | 3  | 
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|                                                          | 2.2  Assumption of Liabilities                      |      |    | 3  | 
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|                                                          | 2.3  Purchase Price                                 |      |    | 3  | 
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|                                                          | 2.4  Contingent Payments                            |      |    | 3  | 
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|                                                          | 2.5  Closing Transactions                           |      |    | 5  | 
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|                                                          | 2.6  Right of Set-off                               |      |    | 6  | 
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|ARTICLE 3 CONDITIONS TO CLOSING                           |                                                     |      | 6  |   
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|                                                          | 3.1  Conditions to Purchasers Obligations          |      |    | 6  | 
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|                                                          | 3.2  Conditions to Sellers Obligations             |      |    | 7  | 
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|ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER        |                                                     |      | 7  |   
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|                                                          | 4.1  Organization                                   |      |    | 7  | 
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|                                                          | 4.2  Valid and Binding Agreements                   |      |    | 8  | 
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|                                                          | 4.3  No Violation, Etc.                             |      |    | 8  | 
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|                                                          | 4.4  Consents and Approvals; Transfer               |      |    | 8  | 
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|                                                          | 4.5  Compliance with Law, Etc.                      |      |    | 8  | 
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|                                                          | 4.6  Title; Sufficiency of Purchased Assets         |      |    | 8  | 
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|                                                          | 4.7  Intellectual Property                          |      |    | 8  | 
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|                                                          | 4.8  Litigation                                     |      |    | 10 | 
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|                                                          | 4.9  Brokers or Finders Fees                      |      |    | 10 | 
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|                                                          | 4.10  Power and Authority                           |      |    | 10 | 
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|                                                          | 4.11  Absence of Certain Changes                    |      |    | 10 | 
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|                                                          | 4.12  Assumed Contracts                             |      |    | 10 | 
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|                                                          | 4.13  Suppliers and Customers                       |      |    | 10 | 
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|                                                          | 4.14  Inventory                                     |      |    | 10 | 
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|                                                          | 4.15  Legal Compliance-Food and Drug Administration |      |    | 10 | 
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|                                                          | 4.16  Product Liability                             |      |    | 11 | 
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|                                                          | 4.17  Product Revenues                              |      |    | 11 | 
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|                                                          | 4.18  Limitations                                   |      |    | 11 | 
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|                                                          | 4.19  Sale of Products in Puerto Rico               |      |    | 11 | 
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|ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER |                                                     |      | 12 |   
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|                                                          | 5.1  Organization                                   |      |    | 12 | 
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|                                                          | 5.2  Valid and Binding Agreements                   |      |    | 12 | 
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|                                                          | 5.3  No Violation, Etc.                             |      |    | 12 | 
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|                                                          | 5.4  Consents and Approvals                         |      |    | 12 | 
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|                                                          | 5.5  Brokers or Finders Fees                      |      |    | 12 | 
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|                                                          | 5.6  Funds                                          |      |    | 12 | 
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|ARTICLE 6 INDEMNIFICATION                                 |                                                     |      | 12 |   
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|                                                          | 6.1  Indemnification by Seller                      |      |    | 12 | 
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|                                                          | 6.2  Indemnification by Purchaser                   |      |    | 13 | 
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|                                                          | 6.3  Procedures for Control of Third Party Claims   |      |    | 13 | 
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|                                                          | 6.4  Survival of Representations and Warranties     |      |    | 13 | 
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|                                                          | 6.5  Limits on Indemnification                      |      |    | 14 | 

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|                           | 6.6  Limitation of Consequential and Other Damages                          |      | 14 |   
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|                           | 6.7  Assumption of Risk                                                     |      |    | 14 | 
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|ARTICLE 7 COVENANTS        |                                                                             |      | 14 |   
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|                           | 7.1  Conduct of Business                                                    |      |    | 14 | 
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|                           | 7.2  Regulatory Documents; Recordkeeping                                    |      |    | 15 | 
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|                           | 7.3  Validation Costs                                                       |      |    | 15 | 
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|                           | 7.4  Assigned Trademarks                                                    |      |    | 15 | 
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|                           | 7.5  Rebates; Chargebacks; Returns; Other Payments
        to Third Parties |      |    | 15 | 
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|                           | 7.6  Third Party Consents                                                   |      |    | 15 | 
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|                           | 7.7  Payments after Closing                                                 |      |    | 16 | 
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|                           | 7.8  Government Consents                                                    |      |    | 16 | 
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|                           | 7.9  Transitional License                                                   |      |    | 16 | 
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|                           | 7.10  Insurance                                                             |      |    | 16 | 
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|                           | 7.11  Access                                                                |      |    | 16 | 
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|                           | 7.12  Further Assurances                                                    |      |    | 16 | 
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|                           | 7.13  Payment of Taxes                                                      |      |    | 17 | 
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|                           | 7.14  Noncompetition Agreement                                              |      |    | 17 | 
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|                           | 7.15  Termination of Legal Action                                           |      |    | 17 | 
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|                           | 7.16  Permits                                                               |      |    | 17 | 
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|                           | 7.17  UCC-3s                                                                |      |    | 18 | 
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|                           | 7.18  Inventory                                                             |      |    | 18 | 
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|                           | 7.19  No Shop                                                               |      |    | 18 | 
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|ARTICLE 8 TERMINATION      |                                                                             |      | 18 |   
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|                           | 8.1  Termination of Agreement                                               |      |    | 18 | 
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|                           | 8.2  Effect of Termination                                                  |      |    | 18 | 
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|ARTICLE 9 CONFIDENTIALITY  |                                                                             |      | 19 |   
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|                           | 9.1  Confidential Information                                               |      |    | 19 | 
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|ARTICLE 10 GENERAL MATTERS |                                                                             |      | 19 |   
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|                           | 10.1  Tax Matters                                                           |      |    | 19 | 
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|                           | 10.2  Dispute Resolution                                                    |      |    | 20 | 
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|                           | 10.3  Press Releases and Announcements                                      |      |    | 20 | 
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|                           | 10.4  Agency                                                                |      |    | 20 | 
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|                           | 10.5  Expenses                                                              |      |    | 20 | 
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|                           | 10.6  Amendment; Modification                                               |      |    | 20 | 
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|                           | 10.7  Waiver                                                                |      |    | 20 | 
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|                           | 10.8  Notices                                                               |      |    | 20 | 
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|                           | 10.9  Assignment                                                            |      |    | 21 | 
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|                           | 10.10  No Strict Construction                                               |      |    | 21 | 
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|                           | 10.11  Complete Agreement                                                   |      |    | 21 | 
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|                           | 10.12  Governing Law                                                        |      |    | 21 | 
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|                           | 10.13  Counterparts                                                         |      |    | 21 | 
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|                           | 10.14  Bulk Transfer Laws                                                   |      |    | 21 | 
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|                           | 10.15  Severability                                                         |      |    | 21 | 

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EXHIBITS TO ASSET PURCHASE AGREEMENT

|           |  |  |   |  |  |                                                         
|---------- |  |  | - |  |  | --------------------------------------------------------
|Exhibit  A |  |  |  |  |  | Trademark Assignment (Section 2.5(b)(i))                
|Exhibit  B |  |  |  |  |  | Regulatory
        Assignment (Section 2.5(b)(ii))      
|Exhibit  C |  |  |  |  |  | Bill of Sale (Section 2.5(b)(iii))                      
|Exhibit  D |  |  |  |  |  | Assignment and Assumption Agreement (Section 2.5(b)(iv))
|Exhibit  E |  |  |  |  |  | Transition Services Agreement (Section 2.5(b)(v))       
|Exhibit  F |  |  |  |  |  | Release                                                 

iii



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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the Agreement)
is made as of September 14, 1999, by and between Warner
Chilcott, Inc., a Delaware corporation (Seller), and Medicis Pharmaceutical Corporation, a Delaware
corporation (Purchaser).

WHEREAS, Seller owns all rights to the ANDAs filed with the FDA
with respect to the Products;

WHEREAS, on the terms and subject to the conditions set forth in
this Agreement, Seller desires to sell to Purchaser, and
Purchaser desires to purchase from Seller, certain rights in and
to the Products, including any rights associated with
Sellers pending ANDAs, and certain related assets and
Purchaser agrees to assume certain related obligations.

NOW, THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1  Definitions. As used in this Agreement, the
 following terms listed below shall have the following meanings:



| |                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Affiliate of a party means any individual,
        corporation, partnership, limited liability company, association,
         trust, estate or other business entity or organization
        controlled by, controlling or under common control with, such
        party.                                  
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| | ANDAs means the Abbreviated New Drug
        Applications numbered [REDACTED] and [REDACTED]
        which were submitted to the FDA in order to obtain approval to
        market the Products in the United States, together with all
        amendments, modifications, supplements and updates thereto.
|
| | Assigned Trademark means the trademark Vectrin
        ® U.S. Registration No. 2,096,055, the
        registration thereof and the goodwill associated therewith.                                                                                                                                          
|
| | Assumed Contracts means the Manufacturing
        Agreement between Seller and Oread, Inc., dated December 14,
         1998 (the Manufacturing Agreement).                                                                                                                                              
|
| | Business means the development, manufacture,
        distribution, packaging, testing, marketing and sale of the
        Products.                                                                                                                                                                         
|
| | Closing Date has the meaning set forth in Section 2.5(a).                                                                                                                                                                                                                                                  
|
| | Closing Documents has the meaning set forth in
         Section 2.5(b).                                                                                                                                                                                                                                    
|
| | Confidentiality Agreement means the
        Confidentiality Agreement, dated as of June 9, 1999, between
         Seller and Purchaser.                                                                                                                                                                    
|
| | Developing Products means alternative forms of
         minocycline HCl, including those set forth in Section 1.1
        of the Disclosure Letter.                                                                                                                                                        
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| | Disclosure Letter means the disclosure letter
        delivered by the Seller to Purchaser concurrently with the
        execution and delivery of this Agreement.                                                                                                                                         
|
| | Existing Products means [REDACTED]and
        [REDACTED]minocycline HCl capsules under the brand name
        Vectrin.                                                                                                                                                                                     
|
| | FDA means the United States Food and Drug
        Administration.                                                                                                                                                                                                                                          
|
| | HSR Act means the Hart-Scott-Rodino Antitrust
        Improvement Act of 1976, as amended, and the rules and
        regulations thereunder.                                                                                                                                                               





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Inventory means all (i) inventory of the
        Existing Products and New Products (if any) that has been labeled
         and packaged for sale and conforms to applicable Specifications
        including all sample and promotional inventory of Existing
        Products and New Products; (ii) work in process, which
        includes filled but unlabeled vials, capsules and batches not yet
         packaged; (iii) active ingredients and dedicated raw
        materials including all bulk minocycline HCl on hand; and
        (iv) packaging materials, which includes labels, inserts,
        cartons and partitions.                                                                                                                                                                                         
|
| | Know-how means technical information and data
        related to the Developing Products and the Products as set forth
        in the ANDAs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | knowledge, when used in the phrase to
        Sellers knowledge shall mean, and shall be limited
        to, the actual knowledge of any person employed by Seller as of
        the date hereof and the actual and constructive knowledge of
        Sellers executive officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Material Adverse Effect means a material
        adverse effect on the Products or the Purchased Assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Net Sales means for the applicable period, the
         gross amount invoiced for any Royalty Product by Purchaser, its
        Affiliates or either of their licensees, to unaffiliated third
        parties, [REDACTED]: (i) [REDACTED],
        (ii) [REDACTED], (iii) [REDACTED]; and
        (iv) [REDACTED].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | New Product means the [REDACTED].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Payment Claims means any and all claims and/or
         amounts due to third parties, including, wholesalers, retailers,
         distributors, government buyers or group purchasing
        organizations (whether by agreement, government mandate or
        otherwise) that result or arise from rebate payments (e.g., Medicaid rebates), chargebacks (i.e.,
        refunds owed to
        wholesalers due to a decrease in the average wholesale price),
        buy-againsts (i.e., reimbursements due to government
        customers when such government customer is forced to buy
        substitute product from another source at a higher price),
        returns, credits, price adjustments or other similar payments
        with respect to the Products.                                                    
|
| | Products means the Existing Products and the
        New Product.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Purchaser Indemnified Party means Purchaser
        and its Affiliates, directors, officers, employees, agents,
        consultants, advisors or other representatives of such person
        including legal counsel, accountants and financial advisors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | Regulatory Documents means all files regarding
         the ANDAs, including correspondence, annual reports, adverse
        event reports and specifications, but only copies of such files
        to the extent not exclusively related to the Products or that
        Seller is required by law to retain the originals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | Release has the meaning set forth in Section 7.15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Royalty Products means any [REDACTED]
        product sold by Purchaser, its Affiliates or either of their
        licensees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | Seller Indemnified Party means Seller and its
        Affiliates, directors, officers, employees, agents, consultants,
        advisors or other representatives of such person including legal
        counsel, accountants and financial advisors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Specifications means the manufacturing and
        quality specifications for the Existing Products set forth in the
         ANDAs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Tax means any net income, alternative or
        add-on minimum tax, gross income, gross receipts, sales, use, ad
        valorem, value added, franchise, capital, paid-up capital,
        profits, greenmail, license, withholding, payroll, employment,
        excise, severance, stamp, occupation, premium, property,
        environmental or windfall profit tax, custom, duty or other tax,
        governmental fee or other like assessment or charge of any kind
        whatsoever, together with any interest or any penalty, addition
        to tax or additional amount (whether or not disputed) imposed by
        any governmental authority (domestic or foreign) responsible for
        the imposition of any such tax or any amount of Tax to be
        collected on behalf of a governmental authority.

2



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Transition Services Agreement has the meaning
        set forth in Section 2.5(b).                                                                                                                                                                                                                                                                                                                                             
|
| | Warner Chilcott Trademarks means the
        trademarks and trade names Warner Chilcott and any
        other trademark, trade name, corporate or company name, or
        service mark, in each case that incorporates the term
        Warner Chilcott, including any abbreviations and
        derivations of the term Warner Chilcott, and all
        logos, designs, trade dress and goodwill associated therewith.

ARTICLE 2

PURCHASE AND SALE OF ASSETS

2.1  Assets to be Purchased.

(a)  Subject to the conditions specified in this Agreement,
at the Closing (as defined herein), Seller shall sell, assign and
 transfer to Purchaser, and Purchaser shall buy from Seller, the
following property, assets and rights (collectively, the Purchased Assets):



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | (i)  the Assigned Trademark and the goodwill associated
        therewith;                    
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| | (ii)  all copyrights owned by Seller in the labels and
        inserts used with the Products;
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| | (iii)  all Inventory owned by Seller as of the Closing Date;                                  
|
| | (iv)  the Know-how;                                                                           
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| | (v)  all ANDAs;                                                                               
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| | (vi)  all Regulatory Documents; and                                                           
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| | (vii)  all of Sellers rights under the Assumed
        Contracts.                            

(b)  The Purchased Assets shall not include any assets other
 than the assets specifically listed or described in
Section 2.1(a). Notwithstanding the definition of Purchased
Assets set forth above, the following assets (collectively, the
Excluded Assets) are expressly excluded from
the purchase and sale contemplated hereby and, as such, are not
included in the Purchased Assets and shall be retained by Seller:



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  the Warner Chilcott Trademarks;                                                                                                                                                                                                                                                             
|
| | (ii)  any refunds payable to Seller for Taxes of any nature
        paid prior to the Closing Date; and                                                                                                                                                                                          
|
| | (iii)  all cash, cash equivalents, trade and account
        receivables and similar items of Seller accrued prior to the
        Closing Date, whether or not the same may relate in whole or in
        part to the Products or the manufacturing, marketing or sale
        thereof by Seller.

2.2  Assumption of Liabilities. Subject to the
terms of this Agreement, at the Closing, Purchaser shall assume
and agree to discharge and perform, as and when due, all
liabilities and obligations arising after the Closing Date with
respect to the Purchased Assets and the Products, including
performance of all obligations and payment of all costs and
expenses accruing after the Closing Date pursuant to the Assumed
Contracts and Sections 7.2, 7.3, 7.7, 7.8 and 7.13 and payment of all costs and expenses for which Purchaser is
 responsible pursuant to Section 7.5.

2.3  Purchase Price. The purchase price for the
Purchased Assets shall be $11 million in cash (the Purchase
 Price).

2.4  Contingent Payments. In addition to the
Purchase Price, in consideration of the sale of the Purchased
Assets to Purchaser, Purchaser shall pay Seller the contingent
payments set forth below:



| |                
| | ---------------
| | (a)  [REDACTED]
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| | (b)  [REDACTED]
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| | (c)  [REDACTED]

3



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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)  Royalties. Commencing upon the Approval date and
         continuing for [REDACTED]years from the Approval date,
        Purchaser shall pay Seller the following royalties on Net Sales
        of Royalty Products:



| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | (i)  [REDACTED]of Net Sales on annual Net Sales less
         than [REDACTED];                                                   
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| | (ii)  [REDACTED]of Net Sales on annual Net Sales
        equal to or greater than [REDACTED]but less than
        REDACTED];     
|
| | (iii)  [REDACTED]of Net Sales on annual Net Sales
        equal to or greater than [REDACTED]but less than
        REDACTED]; and
|
| | (iv)  [REDACTED]of Net Sales on annual Net Sales
        equal to or greater than [REDACTED].                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)  Payments; Report. Purchaser shall make payments
        due under Section 2.4(c) within [REDACTED]
        days following the end of the Bonus Year such payment was earned.
         Purchaser shall make all payments due under
Section 2.4(d)
        within [REDACTED]days following the end of each calendar
        quarter. All payments pursuant to Sections 2.4(c) and (d) shall be accompanied by a report in writing showing the
         calendar quarter or Bonus Year, as the case may be, for which
        such payment applies, [REDACTED]the total payment due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (f)  Payment; Currency. All payments by Purchaser to
        Seller under this Agreement shall be made in United States
        dollars and shall be made by wire transfer to a bank account
        designated in writing to Purchaser by Seller, and except as
        expressly set forth above all such payments shall be
        non-refundable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (g)  Interest. Any late payments under this Agreement
         shall bear interest at a rate of [REDACTED](as defined
        in The Wall Street Journal published on the date closest
        to the date payment was due). Such interest shall be calculated
        from the date payment was due until the date Purchaser sends the
        payment to Seller if Seller has not received such payment within
        [REDACTED]days after the date such payment was due (the
        Grace Period). Seller shall use its reasonable
         efforts to notify Purchaser of any payments owed to Seller that
        have not been paid by the end of the Grace Period; provided,
        however, that Purchaser acknowledges that Purchaser shall
        have no remedy in the event Seller fails to provide such notice;
        provided further, that in the event Seller does not
        receive a payment before the expiration of the Grace Period
        applicable to such payment, and Purchaser is able to demonstrate
        that it made such payment in good faith before the expiration of
        the Grace Period and that the failure of such payment was through
         no fault of Purchaser, then Seller shall extend the Grace Period
         until such time as it provides Purchaser with notice that such
        payment was not received. Purchaser shall be responsible for and
        pay any and all costs, including reasonable attorneys fees
        incurred by Seller in connection with collecting past due amounts
         from Purchaser after the Grace Period.                                                                                                                                               
|
| | (h)  Books and Records; Audits. Purchaser shall
        maintain at its office, accurate and complete books and records
        of its sales relating to the Products consistent with customary
        business and accounting practices and in such form and in such
        detail as to enable the amount of payments payable hereunder to
        be determined. Commencing January 1, 2000, no more than once
         per year, Purchaser shall permit Seller or any representative of
         a nationally recognized accounting firm appointed by Seller or
        otherwise approved by Purchaser, at Sellers expense, upon
        reasonable notice and during normal business hours, to examine
        such books and records for the purposes of verifying
        Purchasers reports and accounting submitted to Seller
        hereunder and determining the correctness of payments. The
        results of each such inspection shall be provided to Purchaser
        upon completion thereof. In the event of any underpayment of any
        payment by at least [REDACTED], the costs of such
        inspection shall be borne by Purchaser and such underpayment
        shall be immediately due and payable to Seller by Purchaser with
        interest specified in Section 2.4(g). In the event of any
        overpayment of any payment by at least [REDACTED], such
        overpayment shall be immediately due and payable to Purchaser by
        Seller, or subject to set-off pursuant to Section 2.6
        . Notwithstanding anything to the contrary contained in this Section 2.4(h), neither party shall be liable for
        incorrect payments occurring more than two (2) years prior
        to such examination.

4



---



2.5  Closing Transactions.

(a)  Subject to the terms and conditions of this Agreement,
the transactions described in this Agreement shall be consummated
 (the Closing) at the offices of Kirkland
& Ellis, 153 E. 53rd Street, New York, NY 10022,
10:00 a.m. (local time), on the first business day following
 the date on which the conditions to the Closing set forth in
Article 3 have been satisfied or waived, or at such other
place, time or date as Seller and Purchaser may agree. The date
of the Closing is referred to herein as the Closing
Date.

(b)  At the Closing, the Seller shall execute and deliver to
 the Purchaser the following agreements and instruments
(collectively, the Closing Documents):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  an assignment of Assigned Trademark, in substantially
        the form attached hereto as Exhibit A (the
        Trademark Assignment);                                                                                                                                                                                                                                                                                                                                                             
|
| | (ii)  an assignment of the ANDAs in substantially the form
        attached hereto as Exhibit B (the Regulatory
         Assignment);                                                                                                                                                                                                                                                                                                                                                                    
|
| | (iii)  a bill of sale, in substantially the form attached
        hereto as Exhibit C (the Bill of Sale) transferring ownership of the Inventory to Purchaser;                                                                                                                                                                                                                                                                                                                                           
|
| | (iv)  an assignment and assumption agreement, substantially
        in the form attached hereto as Exhibit D (the
        Assignment and Assumption Agreement), pursuant to
        which Seller assigns to Purchaser, Sellers right, title and
         interest under the Assumed Contracts and Seller assumes
        Sellers obligations thereunder;                                                                                                                                               
|
| | (v)  a transition services agreement, substantially in the
        form attached hereto as Exhibit E (the Transition Services Agreement), pursuant to which
         Seller shall provide to Purchaser certain services in connection
         with the Products until January 31, 2000.                                                                                                                                                                                                                 
|
| | (vi)  an opinion of Kirkland & Ellis, counsel to Seller
        solely as to due incorporation, due authorization, execution,
        delivery and enforceability.                                                                                                                                                                                                                                                                                                                                         
|
| | (vii)  a certificate of an executive officer of Seller
        confirming the satisfaction of the conditions set forth in
        Section 3.1;                                                                                                                                                                                                                                                                                                                                                             
|
| | (viii)  a certificate of the Secretary or an Assistant
        Secretary of Seller certifying as to (A) Sellers
        charter documents, (B) Sellers good standing,
        (C) the resolutions in which Sellers board of
        directors approved this Agreement, the Closing Documents and the
        transactions contemplated hereby and thereby, and (D) the
        incumbency of Sellers officers who execute any documents on
         behalf of Seller in connection with this Agreement;
|
| | (ix)  the Release;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (x)  a consent executed by Oread, Inc. consenting to the
        assignment by Seller to Purchaser of the Manufacturing Agreement;
         and                                                                                                                                                                                                                                                                                                                                                            
|
| | (xi)  a release from PNC Bank, National Association and
        BankAmerica Business Credit Inc. substantially in the form of
        Exhibit F hereto and the related UCC-3s.                                                                                                                                                                                                                                                                                                                             

(c)  At the Closing, the Purchaser shall execute and/or
deliver to the Seller:



| |                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  by wire transfer to a bank designated by Seller, in
        immediately available funds, an amount equal to the Purchase
        Price;
|
| | (ii)  the Trademark Assignment;                                                                                                             
|
| | (iii)  the Regulatory Assignment;                                                                                                           
|
| | (iv)  the Bill of Sale;                                                                                                                     
|
| | (v)  the Assignment and Assumption Agreement;                                                                                               
|
| | (vi)  the Transition Services Agreement;                                                                                                    

5



---





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vii)  a certificate of an executive officer of Purchaser
        confirming the satisfaction of the conditions set forth in
        Section 3.2; and                                                                                                                                                                                                                                                                                                                                                                         
|
| | (viii)  a certificate of the Secretary or an Assistant
        Secretary of Purchaser certifying as to (A) Purchasers
         charter documents, (B) Purchasers good standing,
        (C) the resolutions in which Purchasers board of
        directors approved this Agreement, the Closing Documents and the
        transactions contemplated hereby and thereby, and (D) the
        incumbency of Purchasers officers who execute any documents
         on behalf of Purchaser in connection with this Agreement.

2.6  Right of Set-off. Purchaser expressly
reserves the right to set-off any amounts due to Seller under
this Agreement, including under Section 2.4, by any
material amounts due to Purchaser, if any, pursuant to Article 6 or Sections 7.7 and 7.13.

ARTICLE 3

CONDITIONS TO CLOSING

3.1  Conditions to Purchasers Obligations.
 The obligations of the Purchaser under this Agreement are
subject to the fulfillment, prior to or on the Closing Date, of
each of the following conditions, any of which may be waived in
whole or in part by the Purchaser as provided herein, except as
otherwise provided by law:



| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | (a)  Representations and Warranties of Seller to be True;
         Performance by Seller.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  The representations and warranties of the Seller
        contained in this Agreement shall be true and correct in all
        material respects as of the Closing Date with the same effect as
        though such representations and warranties had been made or given
         again at and as of the Closing Date, except for any
        representation or warranty expressly stated to have been made or
        given as of a specified date, which, at the Closing Date, shall
        be true and correct in all material respects as of the date
        expressly stated.
|
| | (ii)  The Seller shall have performed and complied in all
        material respects with all of its agreements, covenants and
        conditions required by this Agreement to be performed or complied
         with by it prior to or at the Closing Date.                                                                                                                                                                                                                                                                                                                             



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  Regulatory Consents; HSR. All notices to, and
        declarations, registrations and filings with, and consents,
        approvals and waivers from, and waiting periods required by,
        governmental and regulatory agencies required to consummate the
        transactions contemplated hereby, shall have been obtained. The
        waiting period required under the HSR Act, including any
        extensions thereof, shall have expired and any investigations
        relating to the sale hereunder that may have been opened by
        either the United States Department of Justice or the United
        States Federal Trade Commission by means of a request for
        additional information or otherwise shall have terminated.
|
| | (c)  No Proceeding or Litigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  No preliminary or permanent injunction or other order
        shall have been issued by any court of competent jurisdiction,
        whether federal, state or foreign, or by any governmental or
        regulatory body, whether federal, state or foreign, nor shall any
         statute, rule, regulation or executive order be promulgated or
        enacted by any governmental authority, whether federal, state or
        foreign, which prevents the consummation of the transactions
        contemplated in this Agreement.
|
| | (ii)  No suit, action, proceeding or investigation before
        any court, arbitrator or administrative, governmental or
        regulatory body, whether federal, state or foreign, shall have
        been commenced and be pending against the Seller, its Affiliates
        or any of their respective associates, officers or directors
        seeking to prevent the sale of the Purchased Assets or the
        Products or asserting that the sale of the Purchased Assets or
        the Products would be illegal.              



| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)  No Material Adverse Change. Seller has not
        undergone any Material Adverse Effect between the date hereof and
         the Closing Date.

6



---





| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)  Notices. Seller shall have given all notices
        required to be given to any persons prior to the consummation of
        the transactions contemplated by this Agreement.
|
| | (f)  Deliveries. Seller shall have delivered to
        Purchaser the documents required by Section 2.5, and
        fulfilled all of its obligations pursuant to Section 7.14.    

3.2  Conditions to Sellers Obligations.
The obligations of the Seller under this Agreement are subject to
 the fulfillment, prior to or on the Closing Date, of each of the
 following conditions, any of which may be waived in whole or in
part by the Seller as provided herein, except as otherwise
provided by law:



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | (a)  Representations and Warranties of Purchaser to be
        True; Performance by Purchaser.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  The representations and warranties of the Purchaser
        contained in this Agreement shall be true and correct in all
        material respects as of the Closing Date with the same effect as
        though such representations and warranties had been made or given
         again at and as of the Closing Date, except for any
        representation or warranty expressly stated to have been made or
        given as of a specified date, which, at the Closing Date, shall
        be true and correct in all material respects as of the date
        expressly stated.
|
| | (ii)  The Purchaser shall have performed and complied in all
         material respects with all of its agreements, covenants and
        conditions required by this Agreement to be performed or complied
         with by it prior to or at the Closing Date.                                                                                                                                                                                                                                                                                                                            



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  Regulatory Consents; HSR. All notices to, and
        declarations, filings and registrations with, and consents,
        approvals and waivers from, and waiting periods required by,
        governmental and regulatory agencies required to consummate the
        transactions contemplated hereby shall have been obtained
        including the expiration of any waiting period under the HSR Act.
         The waiting period required under the HSR Act, including any
        extensions thereof, shall have expired and any investigations
        relating to the sale hereunder that may have been opened by
        either the United States Department of Justice or the United
        States Federal Trade Commission by means of a request for
        additional information or otherwise shall have terminated.
|
| | (c)  No Proceeding or Litigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  No preliminary or permanent injunction or other order
        shall have been issued by any court of competent jurisdiction,
        whether federal, state or foreign, or by any governmental or
        regulatory body, whether federal, state or foreign, nor shall any
         statute, rule, regulation or executive order be promulgated or
        enacted by any governmental authority, whether federal, state or
        foreign, which prevents the consummation of the transactions
        contemplated in this Agreement.
|
| | (ii)  No suit, action, proceeding or investigation before
        any court, arbitrator or administrative, governmental or
        regulatory body, whether federal, state or foreign, shall have
        been commenced and be pending against the Purchaser, its
        Affiliates or any of their respective associates, officers or
        directors seeking to prevent the sale of the Purchased Assets or
        the Products or asserting that the sale of the Purchased Assets
        or the Products would be illegal.           



| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | (d)  Deliveries. Purchaser shall have delivered to
        Seller the documents required by Section 2.5.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

As an inducement to Purchaser to enter into this Agreement and
consummate the transactions contemplated herein, Seller
represents and warrants to Purchaser that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.1  Organization.The Seller is a corporation
        duly organized, validly existing and in good standing under the
        laws of the State of its incorporation. Seller is duly qualified
        or licensed as a foreign corporation in each jurisdiction in
        which the nature of the Business makes such qualification or
        licensing necessary, except those jurisdictions where the failure
         to so qualify would not have a Material Adverse Effect.

7



---





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.2  Valid and Binding Agreements.The board of
        directors of Seller has approved the consummation of the
        transactions contemplated hereby and by the Closing Documents and
         no further corporate proceedings on the part of Seller are
        necessary to consummate the transactions contemplated herein or
        therein. This Agreement has been, and on the Closing Date each of
         the Closing Documents shall be, duly and validly executed and
        delivered by Seller or its applicable Affiliate, and this
        Agreement is, and on the Closing Date each of the Closing
        Documents shall be, legal, valid and binding obligations of the
        Seller or its applicable Affiliate, enforceable against Seller or
         its applicable Affiliate, in accordance with their respective
        terms, subject to applicable bankruptcy, insolvency and similar
        laws affecting creditors rights generally and to general
        principles of equity.                                                                          
|
| | 4.3  No Violation, Etc.Neither the execution
        and delivery of this Agreement or the Closing Documents nor the
        consummation of the transactions contemplated by this Agreement
        or the Closing Documents nor compliance by Seller with any of the
         provisions hereof or thereof (a) violates or conflicts with
         any provision of the certificate of incorporation or by-laws of
        Seller or (b) violates, or conflicts with, or results in a
        breach of any provision of, or constitutes a default (or gives
        rise to any right of termination, cancellation or acceleration)
        under, any of the terms, conditions or provisions of any
        agreement, lease, instrument, obligation, understanding or
        arrangement to which Seller or Sellers properties or assets
         may be bound or affected by or (c) violates any law,
        statute, rule or regulation to which Seller is subject.                                                                                                                        
|
| | 4.4  Consents and Approvals; Transfer.Except as
         set forth on Section 4.4 of the Disclosure Letter, no
        permit, consent, approval or authorization of, or declaration,
        filing or registration with, any governmental authority or third
        party is necessary in connection with the execution and delivery
        by Seller of this Agreement or the Closing Documents or the
        consummation by it of the transactions contemplated hereby or
        thereby, except such consents as would not have a Material
        Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 4.5  Compliance with Law, Etc.Seller has
        conducted its business and operations, to the extent they relate
        to the manufacture, distribution and sale of the Products, in
        compliance with, and obtained all permits, licenses and other
        authorizations required under, all applicable laws, rules,
        regulations, orders, ordinances, judgments and decrees of all
        governmental authorities (federal, state and local) (collectively
         Laws) including, without limitation, all
        requirements imposed by the FDA, except for such non-compliance
        which would not have a Material Adverse Effect. Seller has not
        within the past 24 months received written notice of any
        non-compliance with respect to, or potential liability under, any
         Laws, which Laws, non-compliance or liability relates to the
        Products or the Purchased Assets and which has not been satisfied
         or otherwise resolved, except for such non-compliance which
        would not have a Material Adverse Effect.
|
| | 4.6  Title; Sufficiency of Purchased Assets.
        Except as set forth in Section 4.6 of the Disclosure Letter,
         Seller has good and marketable title to the Purchased Assets,
        free and clear of all mortgages, security interests, liens,
        encumbrances and charges of any kind or nature (Liens), except for such Liens which would not
        have a Material Adverse Effect. The Purchased Assets constitute
        all of the assets, properties, licenses and other arrangements
        that are necessary to engage in the Business in a manner
        consistent with past practice and at Sellers historic
        capacity; provided, however, that Purchaser acknowledges that
        Seller has not and does not conduct any manufacturing operations
        related to the Products, all manufacturing operations are
        conducted by Oread, Inc.                                                                                                                                                                                                
|
| | 4.7  Intellectual Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (a)  Section 4.7 of the Disclosure Letter sets forth an
         accurate and complete list of all of the following intellectual
        property (the Intellectual Property):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  all patents and patent applications assigned to or
        filed by Seller relating to the Business, including the country
        of filing, owner, application number, filing date, patent number,
         date of issue, expiration date and title;                                                                        
|
| | (ii)  all registered trademarks and service marks, including
         the Assigned Trademark, and applications for registration of
        trademarks owned by, filed by or used by Seller relating to the
        Business, including country of filing, registration or
        application number, filing date and date of issue;

8



---





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)  all registered copyrights and applications for
	registration of copyrights owned by, filed by or used by Seller
	relating to the Business, including country of filing, owner,
	application number, date of issue and expiration date;                                                                                                                                                                                                                                                             
|
| | (iv)  all material common law trademarks, service marks,
	trade names, slogans, trade dress and the like owned by Seller
	relating to the Business;                                                                                                                                                                                                                                                                                                                                                       
|
| | (v)  all material license agreements pursuant to which
	Seller has outstanding rights to any intellectual property of
	others relating to the Business and all agreements, oral or
	written pursuant to which Seller is obligated to pay royalties to
	 third parties with respect to such intellectual property; and                                                                                                                                                                                     
|
| | (vi)  all material license agreements, oral or written,
	pursuant to which Seller has granted to any person any
	outstanding right to any intellectual property relating to the
	Business and all agreements, oral or written, pursuant to which
	Seller is entitled to receive royalties from third parties with
	respect to such intellectual property, including licenses or
	other rights in unpatented formulations, manufacturing methods
	and other know-how and proprietary information of Seller.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  Complete and accurate copies of all patents,
	trademarks, copyrights and applications therefor referenced in
	clauses (i), (ii) and (iii) of subsection
	(a) above and all agreements referred to in clauses
	(v) and (vi) of subsection (a) above have been
	made available to Purchaser. The Intellectual Property referenced
	 in clauses (i), (ii) and (iii) has been duly
	registered with, filed in or issued by the United States Patent
	and Trademark Office to the extent necessary, and to the extent
	any ownership of such Intellectual Property has been registered,
	Seller is the registered owner thereof, in each case free and
	clear of all licenses or liens. Except as would not have a
	Material Adverse Effect, the registered trademarks referenced in
	clause (ii) of subsection (a) above are (i) valid
	and (ii) enforceable in their respective countries of filing
	 against any infringement (as finally determined by a court of
	competent jurisdiction) of such trademarks.
|
| | (c)  None of the Intellectual Property is subject to any
	outstanding order, ruling, decree, judgment or stipulation by or
	of any governmental authority, and, except as would not have a
	Material Adverse Effect, to Sellers knowledge no third
	party is infringing upon any of the Intellectual Property, no
	claim exists that any of the Intellectual Property is not valid
	or enforceable by Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (d)  Except as would not have a Material Adverse Effect,
	Seller has not taken or omitted any action which would have the
	effect of waiving any of its rights under any of the Intellectual
	 Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (e)  Except as would not have a Material Adverse Effect, no
	licenses, sublicenses, or other agreements relating to the
	Intellectual Property exist which would limit or restrict the
	rights of Purchaser to operate the Business or which grant to a
	third party any rights in any Intellectual Property relating to
	the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (f)  Except as would not have a Material Adverse Effect,
	there are no oppositions, cancellations or governmental,
	arbitration or other proceedings currently pending or, to
	Sellers knowledge, threatened, that protest the rights of
	Seller to use and/or register the trademarks and copyrights
	referenced in clauses (ii) and (iii) of subsection
	(a) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (g)  To Sellers knowledge, the conduct of the Business
	 does not contravene, conflict with, violate or infringe upon any
	 patent, trademark, service mark, copyright or other intellectual
	 property right of a third party and no proprietary information
	or trade secret has been misappropriated by Seller from any third
	 party. In addition, the use, licensing or sale by Seller of any
	of the Intellectual Property does not contravene, conflict with,
	violate or infringe upon any patent, trademark, service mark,
	copyright or other intellectual property right of a third party
	and does not require the agreement or consent of any third party
	that has not been obtained.                                                                                                                                                                                                                                                                                                              
|
| | (h)  Other than the Warner Chilcott Trademarks, the
	Intellectual Property constitutes all of the intellectual
	property used or required by Seller to sell the Products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

9



---



4.8  Litigation.Except as set forth on
Section 4.8 of the Disclosure Letter, there is no
litigation, proceeding, investigation, arbitration or claim
pending or to Sellers knowledge, threatened which affects
in whole or in part the Products or the Purchased Assets.

4.9  Brokers or Finders Fees.There
are no claims for brokerage commissions, finders fees or similar
compensation in connection with the transactions contemplated in
this Agreement based upon any arrangement, actions or agreement
by or on behalf of Seller.

4.10  Power and Authority.Seller has all
requisite corporate power and authority necessary to execute and
deliver this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby, including the
 execution, delivery and performance of all documents and
instruments to be delivered by Seller pursuant to the terms
hereof. Seller has all requisite corporate power and authority
necessary to carry on the Business.

4.11  Absence of Certain Changes.From the date
hereof until the Closing Date, Seller shall conduct the Business
only in the ordinary course of business consistent with past
practices and, without limiting the generality of the foregoing,
there shall not be (a) an event or occurrence that has
caused or will cause a Material Adverse Effect, (b) an
amendment, termination or receipt of notice of termination of any
 Assumed Contract or any Permit, or (c) sale, lease or other
 disposition of any assets used in the Business, other than
assets sold, leased or otherwise disposed of in the ordinary
course of business consistent with past practices.

4.12  Assumed Contracts.The Assumed Contracts
are all the written contracts relating to the Business, the
Purchased Assets or any assumed liabilities or by which any of
the Purchased Assets are bound, pursuant to which the obligations
 of any party thereto are, or are contemplated to be, in respect
of any such contract material to the Business. None of the oral
contracts related to the Business are material to the Business.
All of the Assumed Contracts are valid and binding and in full
force and effect, subject to laws affecting creditors
rights. Neither Seller nor, to Sellers knowledge, any other
 Person is in default nor has any event occurred that would
result in an event of default under any Assumed Contract. True
and complete copies of all Assumed Contracts have been provided
to Purchaser.

4.13  Suppliers and Customers.Except as Seller
does not reasonably expect would have a Material Adverse Effect,
to Sellers knowledge, (i) the relationships of Seller with
its suppliers and customers with respect to the Business are
satisfactory and (ii) no material customer or supplier with
respect to the Business has canceled or otherwise terminated, or
threatened to cancel or otherwise terminate, its relationship
with Seller, or to materially decrease its services to Seller or
its usage of the services of Seller.

4.14  Inventory.Section 4.14 of the
Disclosure Letter sets forth an accurate and complete list of the
 Inventory and the expiration dates of Existing Products and New
Products that have been labeled and packaged for sale as of [REDACTED]. Since such date, Seller has sold and distributed
the Inventory in the ordinary course of business and consistent
with past practice, except for sales pursuant to the agreements
referred to on Exhibit B to the Transition Services
Agreement.

4.15  Legal Compliance  Food and Drug
Administration.Except as set forth on Section 4.15 of
the Disclosure Letter:



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Except as would not have a Material Adverse Effect,
	with respect to the Products for which a new or abbreviated new
	drug application has been approved by the FDA, the applicant and
	all persons performing operations covered by the application are
	in compliance with 21 U.S.C. §§ 355 or 357,
	21 C.F.R. Parts 314 or 430 et. seq.,
	respectively, and all terms and conditions of such application.
|
| | (b)  Seller has not filed any establishment license
	application or product license application for any biologic
	product.                                                                                                                                                                                                                                                                                       
|
| | (c)  Except as would not have a Material Adverse Effect,
	Seller is in compliance with all applicable registration and
	listing requirements set forth in
	21 U.S.C. § 360 and 21 C.F.R. Part 207.                                                                                                                                                                                                               
|
| | (d)  Seller does not conduct any manufacturing operations
	relating to the Business. All manufacturing operations relating
	to the Business are conducted by third parties (each a Third Party Manufac-                                                                                                                                                                                                         

10



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | turer). To Sellers knowledge, all
	manufacturing operations conducted on behalf of Seller relating
	to the Business have been and are being conducted in compliance
	with current good manufacturing practices set forth in 21 C.F.R.
	Parts 210 and 211.                                                                                                                                                                                                                                                                                                                                     
|
| | (e)  Except as would not have a Material Adverse Effect,
	Seller has made available to Purchaser copies of any and all
	reports of inspection observations, establishment inspection
	reports, warning letters and any other documents received by
	Seller from the FDA that indicate or suggest lack of compliance
	with the FDA regulatory requirements by Seller or any person
	covered by a new or abbreviated new drug application of, or
	otherwise performing manufacturing operations for the benefit of,
	 Seller.                                                                     
|
| | (f)  Neither Seller, nor to Sellers knowledge, any
	Third Party Manufacturer, has received any notice that the FDA
	has commenced, or threatened to initiate any action to withdraw
	its approval or request the recall of any Product, or commenced
	or threatened to initiate any action to enjoin production at any
	facility of Seller or any facility at which a Third Party
	Manufacturer conducts manufacturing operations on behalf of
	Seller.                                                                                                                                        
|
| | (g)  Except as would not have a Material Adverse Effect,
	none of the Products are adulterated or misbranded within the
	meaning of the FDCA, 21 U.S.C. §§ 301c et. seq. in any manner that gives rise to any liability on the part
	of Seller.                                                                                                                                                                                                                                                                                                                                                 
|
| | (h)  To Sellers knowledge, neither Seller, nor its
	officers, employees or agents, has been convicted of any crime or
	 engaged in any conduct for which debarment is mandated by 21
	U.S.C. § 335a(a) or authorized by 21 U.S.C.
	§ 335a(b).                                                                                                                                                                                                                                                                                                                                                  
|
| | (i)  Except as would not have a Material Adverse Effect,
	neither Seller, nor its officers, employees or agents, has made
	an untrue statement of a material fact or fraudulent statement to
	 the FDA, failed to disclose a material fact required to be
	disclosed to the FDA, or committed an act, made a statement or
	failed to make a statement that could reasonably be expected to
	provide a basis for the FDA to invoke its policy respecting
	Fraud, Untrue Statements of Material Facts, Bribery, and
	Illegal Gratuities as set forth in 56 Fed. Reg 46191
	(September 10, 1991).

4.16  Product Liability.Except as set forth on
Section 4.16 of the Disclosure Letter, Seller has not
received any written notice or claim involving any of the
Products resulting from an alleged defect in design, manufacture,
 materials or workmanship, or any alleged failure to warn, or
from any breach of implied warranties or representations; nor is
there any basis for any such notice or claim.

4.17  Product Revenues.Section 4.17 of the
 Disclosure Letter sets forth the accurate and complete Net Sales
 for the Product since the inception of the Product, including
amounts invoiced for the Product.

4.18  Limitations.SELLER MAKES NO
REPRESENTATION OR WARRANTY WHATSOEVER, OTHER THAN EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND IN
 THE CLOSING DOCUMENTS. EXCEPT AS SET FORTH IN THIS AGREEMENT AND
 IN THE CLOSING DOCUMENTS, SELLER HEREBY SPECIFICALLY DISCLAIMS
WITH RESPECT TO THE PURCHASED ASSETS: (A) ANY IMPLIED
REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR
QUALITY OF THE PURCHASED ASSETS AND (B) ANY IMPLIED
REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, USAGE OR
FITNESS FOR ANY PARTICULAR PURPOSE.

4.19  Sale of Products in Puerto Rico.Seller
has not directly sold any Products for delivery to or in the
Commonwealth of Puerto Rico; provided that Seller makes no
representation as to whether the ultimate customer of any
Products is located in the Commonwealth of Puerto Rico.

11



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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As an inducement for Seller to enter into this Agreement and
consummate the transactions contemplated herein, Purchaser
represents and warrants to Seller that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.1  Organization.The Purchaser is a
	corporation duly organized, validly existing and in good standing
	 under the laws of the State of its incorporation. Purchaser is
	duly qualified or licensed as a foreign corporation in each
	jurisdiction in which the nature of its business makes such
	qualification or licensing necessary, except those jurisdictions
	where the failure to qualify would not have a material adverse
	effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 5.2  Valid and Binding Agreements.The board of
	directors of the Purchaser has approved the transactions
	contemplated hereby and by the Closing Documents and has
	authorized the execution and delivery hereof and thereof and no
	further corporate proceedings on the part of the Purchaser are
	necessary to consummate the transactions contemplated herein or
	therein. This Agreement has been, and on the Closing Date each of
	 the Closing Documents shall be, duly and validly executed and
	delivered by Purchaser, and this Agreement is, and on the Closing
	 Date each of the Closing Documents shall be, legal, valid and
	binding obligations of the Purchaser enforceable against
	Purchaser in accordance with their respective terms, subject to
	applicable bankruptcy, insolvency and similar laws affecting
	creditors rights generally and to general principles of
	equity.
|
| | 5.3  No Violation, Etc.Neither the execution
	and delivery of this Agreement or the Closing Documents nor the
	consummation of the transactions contemplated by this Agreement
	or the Closing Documents nor compliance by Purchaser with any of
	the provisions hereof or thereof (a) violates or conflicts
	with any provision of the certificate of incorporation or by-laws
	 of Purchaser or (b) violates, or conflicts with, or results
	 in a breach of any provision of, or constitutes a default (or
	gives rise to any right of termination, cancellation or
	acceleration) under, any of the terms, conditions or provisions
	of any agreement, lease, instrument, obligation, understanding or
	 arrangement to which Purchaser or Purchasers properties or
	 assets may be bound or affected by or (c) violates any law,
	 statute, rule or regulation to which Purchaser is subject.   
|
| | 5.4  Consents and Approvals.Except for any
	consents needed to transfer all ANDAs to Purchaser and register
	all ANDAs in the name of Purchaser and for the expiration of the
	waiting period under the HSR Act, no permit, consent, approval or
	 authorization of, or declaration, filing or registration with,
	any governmental authority or third party is necessary in
	connection with the execution and delivery by Purchaser of this
	Agreement or the Closing Documents or the consummation by it of
	the transactions contemplated hereby or thereby except such
	consents as would not have a Material Adverse Effect.                                                                                                                                                                                                                                                                    
|
| | 5.5  Brokers or Finders Fees.Except
	 for Corporate Development Specialists, the fees of which will be
	 paid by Purchaser, no person is or will become entitled to
	receive any brokerage or finders fee, advisory fee or other
	 similar payment for the transactions contemplated by this
	Agreement by virtue of having been engaged by or acted on behalf
	of Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 5.6  Funds.Purchaser and any of its successors
	or assigns has available to it sufficient funds to enable it to
	consummate the transactions and to fulfill its obligations
	contemplated by this Agreement (including the payments
	contemplated by Section 2.4) and the Closing Documents, and
	to conduct the business of manufacturing, distributing and
	selling the Products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

ARTICLE 6

INDEMNIFICATION

6.1  Indemnification by Seller.Seller shall
indemnify, defend and hold harmless each Purchaser Indemnified
Party from and against any and all loss, liability, damage,
action, proceeding and expense (including, without limitation,
reasonable attorneys fees and expenses) (collectively,Losses) which a

12



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Sections 6.7(b) 7.5


6.2  Indemnification by Purchaser.Purchaser
shall indemnify, defend and hold harmless each Seller Indemnified
 Party from and against any and all Losses which a Seller
Indemnified Party suffers or sustains or to which a Seller
Indemnified Party becomes subject as a result of (i) the
inaccuracy or breach by Purchaser of any representation or
warranty made by Purchaser in this Agreement, (ii) the
nonperformance of any covenant or the nonobservance of any
agreement made or undertaken by Purchaser in this Agreement or in
 any of the Closing Documents, or (iii) all liabilities or
obligations arising after the Closing Date (A) under any
Assumed Contract, (B) with respect to any of the Purchased
Assets and (C) with respect to any Products sold, shipped or
 manufactured by Purchaser or on its behalf or any services
provided by Purchaser or on its behalf in connection therewith.

6.3  Procedures for Control of Third Party Claims.The Purchaser Indemnified Party or Seller Indemnified Party
making a claim for indemnification under this Section 6 shall be, for the purposes of this Agreement, referred to as
 the Indemnified Party and the party against
whom such claims are asserted under this Section 6
shall be, for purposes of this Agreement, referred to as the Indemnifying Party. In order for an Indemnified
Party to be entitled to any indemnification provided for under
this Agreement in respect of, arising out of or involving a claim
 or demand, made by any person, firm, governmental authority or
corporation against the Indemnified Party (a Third Party
 Claim) such Indemnified Party must notify the
Indemnifying Party in writing of the Third Party Claim within ten
 (10) business days after receipt by such Indemnified Party
of written notice of the Third Party Claim; provided, however,
that failure to give such notification shall not affect the
indemnification provided hereunder except to the extent the
Indemnifying Party shall have been actually and materially
prejudiced as a result of such failure. If a Third Party Claim is
 made against an Indemnified Party, the Indemnifying Party shall
be entitled to participate in the defense thereof and, upon
notice to the Indemnified Party, to assume the defense thereof;
provided, that (i) the Indemnifying Partys counsel is
reasonably satisfactory to the Indemnified Party, and
(ii) the Indemnifying Party shall thereafter consult with
the Indemnified Party upon the Indemnified Partys
reasonable request for such consultation from time to time with
respect to such suit, action or proceeding. If the Indemnifying
Party assumes such defense, the Indemnified Party shall have the
right (but not the duty) to participate in the defense thereof
and to employ counsel, at its own expense, separate from the
counsel employed by the Indemnifying Party. The Indemnifying
Party shall be liable for the fees and expenses of counsel
employed by the Indemnified Party for any period during which the
 Indemnifying Party has not assumed the defense thereof, but the
Indemnifying Party shall not be liable to the Indemnified Party
for any legal expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof. Whether or not the
Indemnifying Party chooses to defend or prosecute any Third Party
 Claim, the parties hereto shall cooperate in the defense or
prosecution thereof. Such cooperation shall include the retention
 and (upon the Indemnifying Partys request) the provision
to the Indemnifying Party of records and information which are
reasonably relevant to such Third Party Claim, and making
employees or any other Indemnified Party available on a mutually
convenient basis to provide additional information and
explanation of any material provided hereunder. Whether or not
the Indemnifying Party shall have assumed the defense of a Third
Party Claim, neither the Indemnifying Party nor the Indemnified
Party shall admit any liability with respect to, or settle,
compromise or discharge, such Third Party Claim without the other
 partys prior written consent, which shall not be
unreasonably withheld, conditioned or delayed.

6.4  Survival of Representations and Warranties.No claim or action for indemnity under Sections 6.1(i) or6.2(i) shall be asserted or
maintained by an Indemnified Party after the expiration of

13



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[REDACTED] Section 5.6 Section 2.4(d)


6.5  Limits on Indemnification.No claim for
indemnification under Section 6.1(i) and6.2(i) may
 be made, and no payment in respect thereof shall be required
unless the aggregate amount of Losses against which an
Indemnified Party is entitled to be indemnified exceeds [REDACTED], in which case the Indemnifying Party shall be
liable for all Losses, including all Losses up to and including
[REDACTED]. The maximum aggregate amount of Losses that an
 Indemnified Party shall be entitled to pursuant to Section 6 shall be [REDACTED]. The amount of any
recovery to which an Indemnified Party may be entitled pursuant
to this Section 6 shall be net of (i.e., after
 deducting) all national, federal, state, provincial and local
income tax benefits and insurance proceeds inuring to such
Indemnified Party as a result of the set of facts which entitle
such Indemnified Party to recover from the Indemnifying Party
pursuant to this Section 6. Notwithstanding anything
contained in thisSection 6.5, Seller shall be liable
 to Purchaser for all Losses, without regard to the minimum or
limitation contained in this Section 6.5, suffered by
 Purchaser in connection with the lawsuit styled [REDACTED].

6.6  Limitation of Consequential and Other Damages.In no event shall Purchaser or Seller be liable for indirect,
 special, incidental, consequential or punitive damages suffered
by the other party or an Indemnified Party, including, costs of
procurement of substitute Product or services, business
interruption losses, loss of business relationships or lost
profits; provided, however, that nothing in this Section 6.6 shall be deemed to limit the indemnification
 obligations of Purchaser and Seller in this Section 6 to the extent a third party recovers any indirect, special,
incidental, consequential or punitive damages from an Indemnified
 Party.

6.7  Assumption of Risk.(a) Except as set
forth in Section 6.7(b), Purchaser assumes all risk
of and liability for loss, damage or injury, proven or unproven,
to persons or property arising out of the manufacture, use,
possession, packaging, testing, labeling, distribution or sale of
 the Products occurring on or after the Closing Date. After the
Closing, Purchaser shall be responsible for compliance with all
regulatory matters in relation to the Products, materials
incorporated therein and the Purchased Assets (including the
labels, inserts, packaging and processes used in connection
thereto) and Purchaser shall be responsible for any and all
communications with its customers regarding the Products and all
of the foregoing. Except as set forth in Section 6.7(b), Seller shall bear no responsibility for the content and/or
form of any warning, instruction or labeling provided in
connection with Product sold by Purchaser on or after the Closing
 Date or otherwise communicated to customers. Purchaser shall not
 make any claim or raise any defense against Seller nor take any
position in any litigation inconsistent with the provisions of
this Section 6.7.

(b)  Notwithstanding the foregoing, in the event Purchaser
shall be liable to any third party for any Losses for any product
 liability claim relating to any Product included as part of the
Inventory transferred pursuant to this Agreement, subject to Section 6.5, Seller shall indemnify Purchaser for such
Losses; provided that Seller shall not be required to indemnify
Purchaser for any Losses under this Section 6.7(b) to
 the extent and only to the extent, (i) any such Loss is
attributable to Purchasers failure to handle the Inventory
in a manner consistent with industry practice or (ii) any
such Loss is otherwise attributable to Purchasers or its
Affiliates or either of their agents gross negligence
 or wilful misconduct.

ARTICLE 7

COVENANTS

7.1  Conduct of Business.(a) Seller agrees
 that from the date hereof until the Closing Date, without the
written consent of the Purchaser, Seller shall not:



| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Conduct the business exclusively related to the
        manufacture, distribution and sale of the Products other than in
        the ordinary course;

14



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| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  Make any sale, transfer or other disposition of any
	material Purchased Assets other than in the ordinary course of
	business or pledge or otherwise create a security interest in any
	 of the Purchased Assets; or
|
| | (iii)  Consent to the termination of any Assumed Contract or
	 waive any material rights with respect thereto.                                                                                                            

(b)  Seller agrees that from the date hereof until the
Closing Date, Seller shall use all reasonable efforts to
(i) preserve substantially the relationships with its
material representatives, suppliers and customers, (ii) perform
its obligations under all Assumed Contracts and Permits in all
material respects and (iii) comply with all Laws.

7.2  Regulatory Documents; Recordkeeping.

(a)  Promptly following the Closing, the parties shall file
with the FDA all documents required to transfer the ANDAs from
Seller to Purchaser. Seller shall prepare and file the documents
required of a former owner, and Purchaser shall prepare and file
the documents required of a new owner.

(b)  Following the Closing, Purchaser shall assume all
regulatory responsibilities required under all Laws in connection
 with the Products, the ANDAs and the Regulatory Documents; provided, however, that in the event that the approval from
the FDA to market the New Product has not been obtained prior to
the Closing Date, Seller shall automatically be appointed as the
exclusive agent of Purchaser to continue seeking approval from
the FDA for the New Product. In addition, Purchaser shall pay any
 user fees associated with the Products that accrues after
Closing but prior to the effective date of the transfer of the
ANDAs.

(c)  Promptly following the Closing, Purchaser shall take
any and all action necessary to change, as expeditiously as
possible, the National Drug Code (NDC) number
for the Products and to apply such new NDC number to the
Products.

7.3  Validation Costs.Seller shall be
responsible for the payment of all validation costs and expenses
relating to the approval of the manufacture of the Products by
Oread, Inc.

7.4  Assigned Trademarks.Purchaser shall be
responsible, at its sole cost and expense, for preparing,
recording and registering in the United States Patent and
Trademark Office the Trademark Assignment and all other
assignments, documents or filings that may be necessary to record
 the transfer of the Assigned Trademarks to Purchaser. At the
request of Purchaser, Seller shall use its reasonable efforts to
assist Purchaser in performing its obligations under this Section 7.4.

7.5  Rebates; Chargebacks; Returns; Other Payments
to Third Parties.

(a)  On and after the Closing Date, Purchaser shall be
solely liable and responsible for all Payment Claims whether
received by Purchaser or Seller, with respect to Product
distributed or sold before and after the Closing Date and
regardless of which batch code or NDC number is affixed to the
Products; provided, however, that until June 30, 2000,
Seller shall remain solely liable and responsible for any Payment
 Claim received by Purchaser, up to an aggregate liability of [REDACTED], relating to a return of any Product that at the
time of receipt by Purchaser has expired or will expire within
six (6) months thereafter. Any amount owed to Purchaser
under this Section 7.5 shall be subject to set-off
pursuant to Section 2.6.

(b)  In the event that any Payment Claim is received by
Seller on or after the Closing Date, Seller may either
(i) forward such Payment Claim to Purchaser as promptly as
possible after receipt, in which case Purchaser shall immediately
 pay all amounts due under such Payment Claim, or (ii) pay
the amounts due under such Payment Claim. In the event that
Seller elects to pay the amounts due under such Payment Claim,
Purchaser shall promptly reimburse Seller for all amounts paid by
 Seller in satisfaction of the Payment Claim, upon receipt of
evidence indicating that such Payment Claim was paid and the
amount of such Payment Claim.

7.6  Third Party Consents.Prior to the Closing,
 Seller shall obtain the consent required for the assignment of
the Manufacturing Agreement.

15



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7.7  Payments after Closing.In the event that a
 payment is received by Seller from any person or entity and such
 payment indicates an intent (or is accompanied by or is the
subject of any other unsolicited unambiguous indication of
intent) that the payment is being made with respect to Product
sold after Closing, then Seller shall forward such payment to
Purchaser as promptly as practicable after receipt. In the event
that a payment is received by Purchaser from any person or entity
 and such payment indicates an intent (or is accompanied by or is
 the subject of any other unsolicited, unambiguous indication of
intent) that the payment is being made with respect to Product
sold before Closing, then the Purchaser shall forward such
payment to the Seller as promptly as practicable after receipt.
In the event that a payment is received by either Purchaser or
Seller from any person or entity and such payment does not
indicate any indication or intent, the payment shall be allocated
 first to pay for sales of Product prior to Closing by Seller,
and after all such sales are fully paid and accounted for, the
payment shall be applied to sales of Product after Closing by
Purchaser.

7.8  Government Consents.Each party shall use
its reasonable efforts, and the parties shall cooperate with each
 other (including without limitation by exchange of information),
 to obtain all waivers, permits, consents and approvals and to
effect all registrations or other filings and notices with
governmental or public bodies or authorities, including any
filings required by the HSR Act, that are in the reasonable
opinion of the Seller or the Purchaser necessary or reasonably
desirable in connection with the transactions contemplated by
this Agreement.

7.9  Transitional License.Seller hereby grants
to Purchaser a non-exclusive, non-transferable, royalty-free
license until (i) Purchaser is in a position to distribute
Products without use of packaging and labeling materials
containing Warner Chilcott Trademarks, or (ii) twelve
(12) months after the Closing Date, whichever is earliest,
to use the Warner Chilcott Trademarks to the extent necessary to
distribute and sell the Products using the existing packaging and
 labeling materials forming part of the Inventory; provided, that Purchaser shall use its reasonable efforts to make all
 necessary arrangements as soon as possible to enable Purchaser
to ship Products without the use of any packaging or labeling
materials that includes the Warner Chilcott Trademarks. When
(i) the Purchaser is in a position to distribute Products
without use of packaging and labeling materials containing Warner
 Chilcott Trademarks or (ii) the [REDACTED]month
period has expired, whichever is earliest, Purchaser shall not
use any packaging or labeling materials that includes the Warner
Chilcott Trademarks, for any purpose and shall destroy all such
materials. Except for the express grant of rights to Purchaser
under this Section 7.9, Purchaser shall not use the
Warner Chilcott Trademarks.

7.10  Insurance.Purchaser shall provide and
maintain a comprehensive product liability insurance policy or
policies, written by a good and solvent insurance company
satisfactory to Seller. Seller shall be named as an additional
insured. The liability insurance policy shall insure against all
liability related to the Purchased Assets and the Products
(whether a partys liability arises from its own conduct or
by virtue of its participation in this Agreement), including
liability for bodily injury, property damage, wrongful death, and
 any contractual indemnity obligations imposed by this Agreement.
 The coverage limits of the policy or policies shall be in
amounts that are reasonable and customary in the pharmaceutical
industry for companies of comparable size and with comparable
activities but in no event less than [REDACTED]per
occurrence and [REDACTED]in the aggregate. The policy
shall provide that it shall not be modified or canceled without
prior notification to Seller. Within [REDACTED]days after
 the Closing Date, Purchaser shall provide a certificate of
insurance to Seller which evidences the above-described coverage.

7.11  Access.In addition to Sellers
rights pursuant to Section 2.4(h), for a period of
two years after the Closing Date, upon Sellers reasonable
request, Purchaser shall permit Seller and its authorized agents
to have access during normal business hours and upon reasonable
prior notice, to inspect and copy agreements, records, books and
other documents that are included in the Purchased Assets and
identified with reasonable particularity, wherever located,
solely for the purpose of (i) preparing tax returns and
financial statements and responding to tax audits or
(ii) prosecuting or defending any claim, litigation,
proceeding or investigation which arises out of or relates to the
 Products or the Purchased Assets.

7.12  Further Assurances.Each party hereto
shall use all reasonable efforts to implement the provisions of
this Agreement, and for such purpose each party, at the request
of the other party, at or after the Closing, shall, without
further consideration, (except as provided in Section 7.2) execute and deliver, or cause

16



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7.13  Payment of Taxes.All recordation,
transfer and documentary taxes and fees, and any excise, sales or
 use taxes in connection with the transfer of the Purchased
Assets not attributable to either party, shall be split evenly
between the parties.

7.14  Noncompetition Agreement.Except as
provided to the contrary below, Seller agrees with the Purchaser,
 for the Purchasers sole and exclusive benefit, that for a
period commencing on the Closing Date until the termination of
all rights of Seller to receive royalty payments pursuant to Section 2.4(d), neither Seller nor any of its Affiliates
 shall, directly or indirectly, engage in the Business or
develop, manufacture, distribute, package, test, market or sell
(i) any Developing Product or (ii) any line extensions
or improvements on any Product or Developing Product; provided, however, that the foregoing covenant shall not
apply with respect to (i) any Person that acquires a
majority of the stock or assets of Seller or Warner Chilcott PLC,
 or any Person that acquires a majority of the stock or assets of
 an Affiliate of Seller, that prior to such acquisition already
shall engage in the business described in the foregoing covenant;
 or (ii) the ownership or acquisition of up to five percent
by Seller or any of its Affiliates of any Person which is engaged
 in the business described in the foregoing covenant; or
(iii) the acquisition by Seller or any of its Affiliates of
a majority of the stock or a majority of the assets of a Person
that engages in the business described in the foregoing covenant;
 provided with respect to (iii), that the portion of the business
 of such Person that so competes does not exceed ten percent of
the total business of such Person.

Seller and the Purchaser agree that a breach of this Section 7.14 shall cause irreparable harm to the
Purchaser and its Affiliates, that Purchasers remedies at
law for any breach or threat of breach of the provisions of this
Section 7.14 shall be inadequate, and that the Purchaser
shall be entitled to an injunction or injunctions to prevent
breaches of this Section 7.14 and to enforce
specifically the terms and provisions hereof, in addition to any
other remedy to which Purchaser may be entitled at law or in
equity.

Seller acknowledges that (i) the scope of the protective
restrictions provided for in this Section are reasonable when
taking into account (A) the negotiations between the parties
 and (B) that Seller is the direct beneficiary of the
Purchase Price paid pursuant to this Agreement, (ii) the
consideration being paid to Seller pursuant to this Agreement is
sufficient inducement for Seller to agree to the terms hereof,
(iii) the provisions of this Section are reasonable and
necessary to protect the Business of the Purchaser and
(iv) the terms of this Section preclude Seller from
competing with Purchaser with respect to the Business, the
Developing Products and any line extensions and improvements on
any Product or Developing Product.

7.15  Termination of Legal Action.
Contemporaneous with the Closing Date, Seller shall
(a) prepare and file all papers necessary and required to
withdraw from the [REDACTED], (b) enter into a
release agreement related thereto in a form that is mutually
acceptable to both parties (the Release) and
(c) prepare and file all papers and take all action necessary and
 required to withdraw any complaints filed with the FDA by Seller
 relating to Purchaser.

7.16  Permits.

(a  Cooperation and Reasonable Efforts.Seller
shall use reasonable efforts, to take reasonable actions and to
cooperate with Purchaser as may be necessary to transfer to
Purchaser, or assist Purchaser in obtaining, all permits required
 to conduct the Business (the Permits). On or
as soon as practicable after the Closing Date, the Seller shall
file all applications necessary to transfer the Permits. The
Seller shall use reasonable efforts to resolve objections, if
any, as may be asserted by any governmental authority with
respect to the applications contemplated hereby.

(b  No Assignment.Notwithstanding anything to
the contrary in this Agreement, Seller shall not transfer or
assign any interest in any Permit, and Purchaser shall not assume
 any liability arising thereunder or resulting therefrom, if an
assignment or transfer or an attempt to make an assignment or
transfer of such Permit without the consent of a governmental
authority would constitute a breach or violation thereof or a

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7.17  UCC-3s.Promptly following the Closing,
Seller shall prepare and file all documents and take all
commercially reasonable actions, including the filing of UCC-3s (UCC-3s), required to terminate any and all
financing statements relating to any of the Purchased Assets.

7.18  Inventory.Following the Closing, Seller
shall prepare and deliver to Purchaser a statement which sets
forth an accurate and complete list of the Inventory and the
expiration dates of Existing Products and New Products that have
been labeled and packaged for sale as of the Closing Date (the
Final Inventory Statement).

7.19  No Shop.Until the earlier to occur of the
 Closing Date or the termination of this Agreement pursuant to
Article 8, Seller shall not, directly or indirectly,
through any officer, director, agent, representative or
otherwise, (i) solicit, initiate or encourage submission of
proposals or offers from any person (other than Purchaser),
relating to any acquisition or purchase of the Business or the
Purchased Assets, or (ii) participate in any discussions or
negotiations regarding any of the foregoing, or
(iii) otherwise cooperate in any way with, or assist or
participate in, facilitate or encourage, any effort or attempt by
 any other person to do or seek any of the foregoing. Seller
shall promptly notify Purchaser if it receives any such proposal
or offer or any inquiry or contact with respect thereto.

ARTICLE 8

TERMINATION

8.1  Termination of Agreement.This Agreement
and the transactions contemplated hereby may be terminated at any
 time prior to the Closing Date:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a  By the mutual written consent of Seller and
        Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (b  By either Seller or Purchaser if the Closing shall
        not have occurred on or before September 30, 1999, unless
        such date has been extended by mutual agreement in writing or
        unless the parties are continuing to pursue clearance under the
        HSR Act;                                                                                                                                                                                                                                                            
|
| | (c  By either Seller or Purchaser if consummation of
        the transactions contemplated hereby shall violate any
        non-appealable final order, decree or judgment of any court or
        governmental body having competent jurisdiction;                                                                                                                                                                                                                                                                                                
|
| | (d  By Purchaser if there has been a material violation
         or breach by Seller of any of the agreements, representations or
         warranties contained in this Agreement that have not been cured
        within fifteen (15) days from the date Seller receives
        notice of such violation or breach and that has not been waived
        in writing, or if there has been a material failure of
        satisfaction of a condition to the obligations of Purchaser that
        has not been waived in writing; or               
|
| | (e  By Seller if there has been a material violation or
         breach by Purchaser of any of the agreements, representations or
         warranties contained in this Agreement that has not been cured
        within fifteen (15) days from the date Purchaser receives
        notice of such violation or breach and that has not been waived
        in writing or if there has been a material failure of
        satisfaction of a material condition to the obligations of Seller
         hereunder that has not been waived in writing.

8.2  Effect of Termination.If this Agreement is
 terminated pursuant to Section 8.1, all further
obligations of Seller and Purchaser under this Agreement shall
terminate without further liability of Seller or Purchaser. The
provisions of Sections 8.2, 9.1 and10.3 shall
 survive any termination of the Agreement pursuant to Section 8.1.

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ARTICLE 9

CONFIDENTIALITY

9.1  Confidential Information. From and after
the Closing, with respect to all confidential information or
other proprietary information furnished, either in writing or
orally, by one party or its Affiliates, directors, officers,
employees, agents or representatives to the other party or its
Affiliates, directors, officers, employees, agents or
representatives pursuant to this Agreement (collectively, Confidential Information), the party receiving
such Confidential Information shall maintain the confidential and
 proprietary status of such Confidential Information, keep such
Confidential Information and each part thereof within its
possession or under its control, use all its reasonable best
efforts to prevent the disclosure of any Confidential Information
 to any other person, and use all its reasonable best efforts to
ensure that such Confidential Information is used only for those
purposes specifically authorized by this Agreement. These mutual
obligations of confidentiality shall apply until five
(5) years after termination or expiration of this Agreement,
 but such obligations shall not apply to any information to the
extent that such information is:



| |                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  independently developed by such party as documented by
	prior written records outside the scope and not in violation of
	this Agreement;
|
| | (b)  in the public domain at the time of its receipt or
	thereafter becomes part of the public domain through no fault of
	the recipient;    
|
| | (c)  received without an obligation of confidentiality from
	a third party having the right to disclose such information; and                
|
| | (d)  released from the restrictions of this Section 9 by the express written consent of the
	disclosing party.                               

If disclosure of Confidential Information is required by court
order or governmental requirements, regulations, or
investigations, the party being required to disclose the other
partys Confidential Information, prior to such disclosure,
shall notify the other party in a timely fashion to allow that
party to take the necessary steps to seek a protective order or
to otherwise take the necessary actions to maintain the
confidentiality of this Confidential Information.

Notwithstanding the provisions of this Section 9,
each party may, to the extent necessary, disclose the
Confidential Information of the other party to its Affiliates,
directors, officers, employees, consultants, vendors and
clinicians under written agreements of confidentiality at least
as restrictive on those set forth in this Agreement, who have a
need to know such information in connection with such party
performing its obligations or exercising its rights under this
Agreement.

ARTICLE 10

GENERAL MATTERS

10.1  Tax Matters. Seller and Purchaser shall
cooperate following the Closing to comply with the requirements
of Section 1060 of the Internal Revenue Code of 1986, as
amended (the Code) (including, without
limitation, completing form 8594), and any other applicable
provisions of the Code. For all such purposes the allocation of
the Purchase Price shall be set forth on a statement which shall
be prepared by Purchaser and delivered to Seller promptly
following Sellers delivery of the Final Inventory
Statement. The allocations contained in Purchasers
Statement shall be used by each party in preparing all relevant
tax returns and reports. Seller shall inform Purchaser of the
amount of qualified research expenditure attributable to the
Purchased Assets for purposes of Section 41(f)(3) of the
Code, and Seller and Purchaser shall make all returns and reports
 of Taxes (including Section 41 of the Code) consistently
with the information provided to Purchaser. Such cooperation
shall include, without limitation, delivery of any necessary
information and access to the books and records of the other
party. Seller and Purchaser shall also remit to each other
completed resale exemption certificates and other similar
certificates or instruments as are necessary to claim available
exemptions from the payment of sales or use taxes under
applicable laws.

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10.2  Dispute Resolution. The parties shall
initially attempt in good faith to resolve any significant
controversy, claim, or dispute arising out of or relating to this
 Agreement or the breach, termination or validity thereof
(hereinafter collectively referred to as Dispute) through at least one face-to-face negotiation between
senior executives of the rank of at least Vice President at the
place of business of the party of whom the meeting is first
requested. Disputes which cannot be amicably resolved by the
settlement discussions referenced above shall be submitted to
binding arbitration conducted under the auspices of the Center
for Public Resources (the CPR) pursuant to the
 CPR Rules for Non-Administrative Arbitration. The arbitration
shall be conducted before three (3) neutral arbitrators, one
 selected by each party and the third to be selected by the other
 two. The arbitration shall be governed by Delaware law as set
forth in the Delaware Uniform Arbitration Act, Del. Code Ann.
tit. 10 §§5702-5725, and judgment upon the award rendered by
the arbitrators may be entered and enforced by any court having
jurisdiction thereof. Any arbitration shall take place in
Wilmington, Delaware. The prevailing party shall be entitled to
recover its reasonable costs and attorneys fees.

10.3  Press Releases and Announcements. No press
 release related to this Agreement or the transactions
contemplated herein, or other announcement related to this
Agreement or the transactions contemplated herein to the
customers for, or suppliers of materials for, the Products, shall
 be issued without the joint approval of the Purchaser and
Seller, except as otherwise required by law or stock exchange
rule or regulations.

10.4  Agency. Except as set forth in Section 7.2(b), neither party is, nor shall be deemed to
 be, an employee, agent, co-venturer or legal representative of
the other party for any purpose. Neither party shall be entitled
to enter into any contracts in the name of, or on behalf of the
other party, nor shall either party be entitled to pledge the
credit of the other party in any way or hold itself out as having
 the authority to do so.

10.5  Expenses. Except as otherwise expressly
provided herein, each party to this Agreement shall pay its own
expenses in connection with the negotiation of this Agreement,
the performance of its obligations hereunder, and the
consummation of the transactions contemplated herein.

10.6  Amendment; Modification. No amendment,
modification or supplement of any provision of this Agreement
shall be valid or effective unless made in writing and signed by
a duly authorized officer of each party.

10.7  Waiver. No provision of this Agreement
shall be waived by any act, omission, course of dealing or
knowledge of a party or its agents except by an instrument in
writing expressly waiving such provision and signed by a duly
authorized officer of the waiving party.

10.8  Notices. All notices to be given hereunder
 shall be in writing, shall be effective when received, and shall
 be delivered personally, by facsimile transmission (receipt
verified), mailed by registered or certified mail (return receipt
 requested), postage prepaid, or sent by express courier service,
 to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice, also
effective only upon receipt thereof):

|                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|Notices to Purchaser:Medicis Pharmaceutical Corporation
        4343 East Camelback Road, Suite 250
        Phoenix, AZ 85018-2700
        Attention: Jonah Shacknai
        Telephone: 602-808-8800
        Telecopy: 602-808-3874 |  | with a copy to:Akin, Gump, Strauss, Hauer & Feld, L.L.P.
        1700 Pacific Avenue, Suite 4100
        Dallas, TX 75201
        Attention: Alan M. Utay
        Telephone: 214-969-2800
        Telecopy: 214-969-4343

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|                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|Notices to the Seller:Warner Chilcott, Inc.
        Rockaway 80 Corporate Center 100
        Enterprise Drive, Suite 280
        Rockaway, NJ 07866
        Attention: Beth P. Hecht
        Telephone: (973) 442-3211
        Telecopy: (973)442-3316 |  | with a copy to:Kirkland & Ellis
        Citicorp Center
        153 East 53rd Street, 39th Floor
        New York, NY 10022-4675
        Attention: Frederick Tanne
        Telephone: (212) 446-4831
        Telecopy: (212)446-4900

10.9  Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
permitted assigns. Neither party may assign any of its rights,
liabilities or obligations hereunder without the prior written
consent of the other party and any assignment without such
consent shall be void, provided, however, that Purchaser may
assign any of its rights, liabilities or obligations hereunder to
 (i) any wholly-owned subsidiary of Purchaser but only if
such subsidiary has sufficient funds to enable it to fulfill all
obligations contemplated by this Agreement; and
(ii) commencing three (3) years after the Closing Date,
 to any third party that has sufficient funds to enable it to
fulfill all obligations contemplated by this Agreement (and
credible evidence of such assignees sufficient funds,
reasonably satisfactory to Seller, shall be provided to Seller
prior to any assignment) and such assignment shall not have a
material adverse effect on Seller.

10.10  No Strict Construction. The language used
 in this Agreement shall be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of
 strict construction shall be applied against any person. In this
 Agreement, the words including and
includes shall be deemed to be followed by the phrase
 without limitation.

10.11  Complete Agreement. This Agreement
(including the Disclosure Letter attached hereto and the
agreements and documents referred to herein) contains the
complete agreement between the parties and supersedes any prior
understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject
matter hereof in any way. The Confidentiality Agreement shall be
deemed to have been superseded by this Agreement as of the
Closing Date.

10.12  Governing Law. The internal laws (without
 regard to the conflicts of law provisions) of the State of
Delaware shall govern all questions concerning the construction,
validity and interpretation of this Agreement and the performance
 of the obligations imposed by this Agreement.

10.13  Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be
deemed to be an original, and all of which shall be considered
one and the same instrument.

10.14  Bulk Transfer Laws. Purchaser hereby
waives compliance by Seller with the provisions of any so-called
bulk transfer laws of any jurisdiction in connection with the
sale of the Purchased Assets.

10.15  Severability. If any provision of this
Agreement shall be held invalid, illegal or unenforceable, the
validity, legality or unenforceability of the other provisions of
 this Agreement shall not be affected thereby, and there shall be
 deemed substituted for the provision at issue a valid, legal and
 enforceable provision as similar as possible to the provision at
 issue.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.



| |                       
| | ----------------------
| | MEDICIS PHARMACEUTICAL
| | CORPORATION           



| |     |                          
| | --- | -------------------------
| | By: | /s/ MARK A. PRYGOCKI, SR.

| |                               
| | ------------------------------
| |                               
| | Name:  Mark A. Prygocki, Sr.  
| | Title:  Chief Finacial Officer
|
| | WARNER CHILCOTT, INC.         



| |     |                  
| | --- | -----------------
| | By: | /s/ BETH P. HECHT

| |                                                  
| | -------------------------------------------------
| |                                                  
| | Name:  Beth P. Hecht                             
| | Title:  Senior Vice President and General Counsel

22