EXHIBIT 10.39

                                    AGREEMENT

This  Agreement  is made the 9th day of July 2001  between  Breathe Easy Limited
("BreathEasy") and Par Pharmaceutical, Inc. ("Par").

Par and BreathEasy  have agreed to enter into a joint  development and marketing
agreement  for  Lantanoprost  final  dosage  form  (the  "Product"),  a  generic
alternative  to  the  brand  name  drug  "Xalatan".   In  connection  therewith,
BreathEasy  has  represented  to Par that, to the best of its knowledge and good
faith belief,  (i)  BreathEasy  has  substantially  completed  development  of a
product (the "BreathEasy Product"), based on an active pharmaceutical ingredient
(and "API")  developed by BreathEasy  (the  "BreathEasy  API"),  which is a true
generic  alternative  to "Xalatan",  (ii) the  BreathEasy  Product is approvable
(both tentative and final) by the United States Food and Drug Administration the
"FDA") (a  tentative  approval  by the FDA being  hereinafter  referred  to as a
"Tentative  Approval"  and  the  final  approval  by the FDA  being  hereinafter
referred  to as an  "Approval"),  (iii)  the  BreathEasy  API  process  does not
infringe upon the patents (whether or not such patents are listed in the "Orange
Book") of  Pharmacia  and  Upjohn  and/or  any other  party in  connection  with
"Xalatan" in the United States (the "Existing Patents"), and (iv) the BreathEasy
Product will be granted  "first to file" status by the FDA.  Similarly,  Par has
represented  to  BreathEasy  that,  to the best of its  knowledge and good faith
belief, Par holds the worldwide rights to an API and API process (together,  the
"Par API")  which PAR is in the  process of  developing  into a generic  product
alternative to "Xalatan" and that, as part of such development,  Par has engaged
appropriate  parties to issue good faith opinions (the  "Opinions") that the Par
API process does not violate the Existing  Patents (other than a compound patent
due to expire shortly)  issued by the United States Patent and Trademark  Office
(whether or not such patents are listed in the "Orange Book").

1.    BreathEasy hereby grants Par an exclusive license  (including a license to
      any  applicable  patents that may be issued),  commencing on the Execution
      Date  (being  9 July  2001)  and  ending  on the 10th  anniversary  of the
      Execution Date to produce,  market, sell and otherwise utilize the Product
      incorporating the BreathEasy API (the "BreathEasy Product") and all of its
      components  including,  without limitation,  the BreathEasy API for use in
      the Product (the  "BreathEasy  License"),  in the United States and all of
      its  territories   (collectively,   the  "USA"),   provided  that  Par  is
      responsible for and will use all reasonable  efforts to maximize sales and
      profits in the USA.

2.    Par hereby grants  BreathEasy an exclusive  ten-year license  (including a
      license to any applicable patents that may be issued) (the "Par License"),
      commencing on the Execution Date, to produce,  market,  sell and otherwise
      utilize the Par API in the Product  using the PAR API (the "PAR  Product")
      in all  markets of the world  outside  the USA (the  "Specified  Markets")
      except that the grant will be reduced to five years in those markets where
      BreathEasy  has,  in such  five  year  period,  taken  no  steps  to begin
      commercializing   the  BreathEasy  Product  (such  as  lodging  a  license
      application), provided that BreathEasy is responsible for and will use all
      reasonable  efforts to maximize  sales and profits in certain open markets
      (New Zealand,  Israel, South Africa,  Norway,  Denmark and Brazil (in each

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      case if no blocking patent exists)) and reasonable  commercial  efforts in
      other significant markets (if no blocking patent exists).


3.    Subject  to the  terms of  Sections  3b.  and 3c.  below,  Par will pay to
      BreathEasy a License Fee of  $5,000,000  for the  BreathEasy  License,  as
      follows:

         a. Par will pay BreathEasy  $5,000,000,  of which $500,000 will be paid
            seven  days  after  execution.  Par  will pay the  remainder  of the
            License Fee as follows:

            $2,000,000  within  seven days of formal  acceptance  by FDA of ANDA
            filing for the BreathEasy Product;

            the final  $2,500,000  not later than 11 January 2002 but earlier if
            in good faith Par receives cash from any new product launch.

         b. "Net  Profit"  on  USA  sales  of  either  the  Par  Product  or the
            BreathEasy Product (each being referred to as the "Generic Product")
            will be  shared  52 1/2%  to Par  and 47  1/2% to  BreathEasy.  "Net
            Profit"  means an  amount  equal  to (i) net  sales  (determined  in
            accordance  with  Generally  Accepted  Accounting  Principles in the
            United States) of the applicable  Generic Product,  less (ii) actual
            cost of manufacturer's  product and API (not to include any research
            and development component), less (iii) a fee equal to 1% of such net
            sales that will be  retained  to offset  marketing  fees,  warehouse
            fees, cost of money and other overhead.

         c. Notwithstanding  the  License  Fee  outlined  above,  if the Generic
            Product,  which is the  subject of the ANDA (as defined  below),  is
            approvable  but a third  party  has  previously  filed an ANDA for a
            generic alternative to "Xalatan",  which results in such third party
            being granted  "first to file" status based on the date of filing of
            such ANDA,  then Par will reduce the fee for the BreathEasy  License
            to  $2,000,000,  be  relieved of its  obligation  to fight the legal
            cases and share Net Profit (as defined above) with BreathEasy on USA
            sales  of the  BreathEasy  Product,  52 1/2% to  Par  and 47 1/2% to
            BreathEasy, at which point the royalties on foreign use would remain
            as described in Section 4 below.

4.    BreathEasy  will have the  exclusive  right to produce,  market,  sell and
      otherwise utilize the BreathEasy  Product and Par Product in the Specified
      Markets  ("BreathEasy  Use").  BreathEasy will pay a royalty on Net Profit
      generated by BreathEasy Use, as follows:

         a. For use in  countries  in which  there is no Existing  Patent  filed
            which  prohibits the sale of the Generic  Product or no patent fight
            is commenced in any such country (i.e.,  open  markets),  BreathEasy
            will pay a royalty of 15% on Net Profit on  BreathEasy  sales of the
            Products in such countries; and


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         b. For use in  countries  in which  there is an Existing  Patent  filed
            (which  prohibits  the sale of Generic  Product) and  BreathEasy  is
            required to engage in a patent  dispute  (i.e.,  non-open  markets),
            BreathEasy  will pay a royalty of 5% on Net  Profit on  BreathEasy's
            sales of the  Products in such  countries  provided  BreathEasy  has
            incurred bona fide legal expenses in such  territory,  failing which
            (a) above will apply.

5.    BreathEasy  hereby  grants  to PAR  the  sole  right  to  file  and own an
      abbreviated  new  product  application  ("ANDA")  with  the  FDA  for  the
      BreathEasy  Product.  Par  will  agree  to  file  the  ANDA  with  the FDA
      immediately on receiving the necessary  data. At Par's cost, PAR will have
      the  flexibility,  at PAR's option,  to substitute at any time the Par API
      for the  BreathEasy  API (or vice versa) in the ANDA  subject to a veto by
      Breath Easy based on reasonable  commercial  grounds. If Par is, for legal
      or regulatory reasons,  required to use Par's API then BreathEasy will pay
      all  necessary  costs.  The ANDA and the "first to file"  rights  relating
      thereto will be the sole and exclusive property of PAR. BreathEasy will be
      solely  responsible  for all costs  which it  incurs  in the  preparation,
      filing and  prosecution  of the ANDA as well as  protecting  the "first to
      file"  as  it  relates  to  product  and  its  components  (including  the
      preparation  of the DMF) and all  facilities  involved in or necessary for
      the  manufacture  of the Generic  Product.  PAR shall be  responsible  for
      undertaking  the patent  fights and all costs with respect to any Existing
      Patent  contained  in the Orange Book with respect to "Xalatan" as well as
      Par API.

6.    The  parties  to this  Agreement  acknowledge  that legal  actions  may be
      brought  against Par and/or  BreathEasy  concerning the Generic  Products,
      having as its  basis a claim  that the  Generic  Product  infringes  on an
      Existing Patent or other  intellectual  property rights (in any such case,
      an "Infringement  Action"). If any Infringement Action is brought relating
      to either Generic  Product in the USA, Par and BreathEasy will establish a
      committee of Tony  Tabatznik and Ken Sawyer to determine how to prosecute,
      defend against and/or settle such action.  If any  Infringement  Action is
      brought relating to the BreathEasy  Product which materially affects Par's
      ability to sell such Product, BreathEasy shall, with respect to BreathEasy
      API,  prosecute and defend  against such claims.  If  BreathEasy  fails to
      prosecute and defend any such claim, Par shall have the right to take over
      such defense and use BreathEasy or Par API and BreathEasy will support Par
      Technically in this variation.

7.    Both  parties  will use best  efforts  to ensure  that the ANDA  filing is
      accepted by FDA as soon as reasonably possible.  Subject to this, Par will
      have the right to terminate  this  Agreement if FDA fails to accept filing
      of ANDA  within 6 months of such filing in which case Par will be refunded
      its down payment and this Agreement becomes null and void.

8.    BreathEasy  will use all  reasonable  commercial  efforts to ensure  final
      approval and  commercialization  of the Product as represented in the ANDA
      at BreathEasy's expense on a timely basis.  BreathEasy will bear all costs


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      and  expenses  of  preparation  of the DMF  using  BreathEasy  API for the
      BreathEasy Product.  BreathEasy shall provide Par with unlimited access to
      all work product used in the development of the BreathEasy Product and API
      (and its components) and the appropriate  employees,  consultants,  agents
      and  contractors  that  participated  in the development of the BreathEasy
      Product  (and  all of its  components)  and  Par  will  similarly  provide
      BreathEasy with the same.  BreathEasy will provide  reasonable  support to
      Par and use reasonable  efforts to procure support and  co-operation  from
      its suppliers to assist Par's endeavours to be granted Approval.

9.    If there are any product recalls  involving the Generic  Product,  any and
      all  Liabilities  incurred by BreathEasy  and Par in connection  with such
      recall will be borne 47 1/2% by BreathEasy and 52 1/2% by PAR. Any damages
      recovered  by either  party from the product  manufacturer  as a result of
      such recall also will be shared in the same proportions.

10.   BreathEasy  and Par agree to obtain and carry  throughout the term of this
      Agreement,  at their own expense,  adequate product  liability  insurance,
      covering  liabilities that may result from the manufacture and sale of the
      BreathEasy  API  and/or  the Par API and  naming  the  other  party  as an
      additional insured.

11.   BreathEasy  will  grant  to PAR all  necessary  rights  to use,  and  will
      authorize  and direct  ALP to  provide  PAR access to, and to allow PAR to
      use, all work product in ALP's possession or control that has been used or
      developed in connection  with the  BreathEasy  Product and to waive,  with
      respect  too  PAR,  confidentiality  and  exclusivity  applicable  to  the
      BreathEasy Product without prejudice to clause 15.

12.   If Par API  patents  block  entry  into the USA  market  by third  parties
      resulting  in  exclusive  marketing  of  Product by Par,  Par will  recoup
      $2,400,000 from the first 50% of Net Profits available to BreathEasy.

13.   BreathEasy's obligations under the Agreement, relating to repayment of any
      money paid by Par and needing to be repaid will be  personally  guaranteed
      by Tony Tabatznik.

14.   Each party to this Agreement  agrees not to make any public  announcements
      with respect to this  Agreement  without the written  consent of the other
      party.

15.   Each  party to this  Agreement  agrees  that the other  party  hereto  may
      deliver or cause to be delivered  information  about such party or its API
      not  generally  available to the public (such  information,  "Confidential
      Information"),  and that in the event of such  disclosure,  the  recipient
      will: (i) hold in confidence all  Confidential  Information;  (ii) protect
      and  safeguard  all such  Confidential  Information  against  unauthorized
      disclosure;  and (iii) not use any such Confidential Information except as
      permitted  under this  Agreement or as may be authorized in writing by the
      other  party.  The  parties  hereto  acknowledge  that the  covenants  and


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      undertakings  contained  in this  clause  ("Covenants")  relate to matters
      which are of unique and special  nature,  and that a  violation  of any of
      these Covenants by a party ("Violating Party") will cause irreparable harm
      to the other party  ("Non-Violating  Party"), and that such harm cannot be
      adequately  compensated by money damages.  Accordingly,  each party agrees
      and understands that the Non-Violating  Party shall have the right to seek
      and  obtain  in any  court of  competent  jurisdiction  an  injunction  to
      restrain a violation  (actual,  alleged or intended) of these covenants by
      the Violating Party, in addition to all other relief that may be available
      to the Non-Violating Party, at law or in equity.

16.   Both   parties  will  assert  their  rights  in  respect  of  third  party
      infringement of their rights in and to the Product  (including API) and to
      render reasonable assistance to the other party in this regard.

This  Agreement may be executed in one or more  counterparts.  This Agreement is
governed  by New York law and the  parties  submit  to the  jurisdiction  of the
courts of New York.

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AS WITNESS  whereof this  Agreement has been duly entered into the days and year
first above written.



ATTESTATIONS



Signed by Kenneth Sawyer   )

For and behalf of          )

PAR PHARMACEUTICAL, INC.   )



Signed by Tony Tabatznik   )

For and behalf of          )

BREATHE EASY LIMITED       )

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