Exhibit 10.51


              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                     WITH SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION



                        SUPPLY AND DISTRIBUTION AGREEMENT

THIS SUPPLY,  DISTRIBUTION AND MARKETING  AGREEMENT (the  "Agreement") is hereby
entered into and effective as of September 4, 2003 (the "Effective Date") by and
between   Advancis   Pharmaceutical   Corporation   ("Advancis"),   a   Delaware
corporation,  having an address at 20425 Seneca Meadows Parkway,  Germantown, MD
20876, and Par Pharmaceutical, Inc. ("Par"), a Delaware corporation with offices
located at One Ram Ridge Road, Spring Valley, New York 10977.

WHEREAS,  Advancis is engaged in the development of pharmaceutical  products and
wishes to provide Par with rights to promote, sell and distribute certain of its
products in the Territory;

WHEREAS,  Par desires to market and sell certain of  Advancis's  products in the
Territory NOW THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  Parties  hereby  agree as
follows:

                             ARTICLE 1. DEFINITIONS

     1.1.  "ACQUISITION  PRICE" means Par's actual out of pocket expense for API
           and fully  packaged  Product as paid to  Advancis or to a Third Party
           manufacturer.

     1.2.  "ADVANCIS  APPLICABLE  PERCENTAGE"  means [***] or the percentage set
           forth in Section 6.6 in the event that Advancis  reduces the Advancis
           Applicable Percentage pursuant to Section 6.6.

     1.3.  "AFFILIATE(S)"  means any Person  (defined  below) which  directly or
           indirectly controls, is controlled by, or under common control with a
           Party. For purposes of the foregoing  definition,  the term "control"
           (including  with  correlative   meaning,   the  terms  "controlling",
           "controlled  by",  and  "under  common  control  with")  as used with
           respect  to any  Person,  shall  mean  the  possession,  directly  or
           indirectly,  of the power to direct  or cause  the  direction  of the
           management and policies of such Person,  whether through ownership of
           voting securities, by contract, or otherwise.

     1.4.  "ANDA" means an Abbreviated New Drug  Application  filed with the FDA
           with respect to Product.

     1.5.  "API" means the active pharmaceutical ingredient clarithromycin.

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     1.6.  "APPLICABLE LAWS" means all applicable laws,  rules,  regulations and
           guidelines  that may apply to the  development,  marketing or sale of
           the Product in the  Territory or the  performance  of either  Party's
           obligations  under this Agreement  including  laws,  regulations  and
           guidelines  governing  the import,  export,  development,  marketing,
           distribution  and sale of the Product,  to the extent  applicable and
           relevant,  and including all current Good Manufacturing  Practices or
           current Good  Clinical  Practices or similar  standards or guidelines
           promulgated by the FDA and including  trade  association  guidelines,
           where  applicable,  as well as U.S.  export control laws and the U.S.
           Foreign Corrupt Practices Act.

     1.7.  "APPROVED   MANUFACTURING   CONTRACT(S)"   means  the   manufacturing
           contracts  with  respect to API and Product  between  Advancis  and a
           Third  Party(ies)  pursuant to Section 5.1 that has been  approved by
           Par.

     1.8.  "COMMERCIAL   EXPENSES"  means  commercially   reasonable  costs  and
           expenses   related   solely  to  marketing   (including   promotional
           activities,  symposia,  and the like),  selling and  distributing the
           Product  that are  incurred  by Par.  Commercial  Expenses  shall not
           exceed five (5) percent of Net Sales.

     1.9.  "COMMERCIAL   LAUNCH"  or  "COMMERCIALLY   LAUNCH"  means  the  first
           introduction  in the  United  States  of  Product  by  Par,  or a Par
           Affiliate to each of a major retail chain and a major distributor (as
           those terms are commonly  understood in the  industry)  after the FDA
           has approved the ANDA for the Product.

     1.10. "Competing  Product" means any pharmaceutical  product that is either
           A/B rated to Biaxin(R) XL  Filmtab(R)  or which posses  substantially
           the same pharmacokinetic profile as Biaxin(R) XL Filmtab(R)

     1.11. "CONFIDENTIAL  INFORMATION"  means  with  respect  to  a  Party,  all
           information of any kind  whatsoever  (including  without  limitation,
           data, compilations, formulae, models, patent disclosures, procedures,
           processes,  projections,  protocols,  results of experimentation  and
           testing,  specifications,  strategies,  techniques and all non-public
           Intellectual  Property Rights (defined below)),  and all tangible and


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           intangible  embodiments  thereof  of any kind  whatsoever  (including
           without limitation,  apparatus,  compositions,  documents,  drawings,
           machinery,  patent  applications,  records  and  reports),  which  is
           disclosed by such Party to the other Party and is marked,  identified
           or  otherwise   acknowledged  to  be  confidential  at  the  time  of
           disclosure  to  the  other  Party.   Notwithstanding  the  foregoing,
           Confidential  Information  of a Party shall not  include  information
           which the other Party can establish by written  documentation  (a) to
           have been publicly  known prior to disclosure of such  information by
           the disclosing  Party to the other Party, (b) to have become publicly
           known,  without  fault on the part of the other Party,  subsequent to
           disclosure of such  information by the disclosing  Party to the other
           Party,  (c) to have  been  received  by the  other  Party  free of an
           obligation of confidentiality  at any time from a source,  other than
           the disclosing  Party,  rightfully having possession of and the right
           to   disclose   such   information   free   of   an   obligation   of
           confidentiality, (d) as demonstrated by written records, to have been
           otherwise  known  by the  other  Party  prior to  disclosure  of such
           information  by the  disclosing  Party to the other Party,  or (e) to
           have been independently developed by employees or agents of the other
           Party without the use of such information disclosed by the disclosing
           Party to the other Party.

     1.12. "GMP" means current Good Manufacturing  Practices  promulgated by the
           FDA.

     1.13. "FDA"  means the United  States Food and Drug  Administration  or any
           successor agency thereto.

     1.14. "IMPROVEMENTS"  means  any and  all  improvements,  enhancements,  or
           modifications   of  the  Product,   including  any  different  dosage
           strengths or delivery  forms (e.g.  capsules vs. tablets etc.) of the
           Product.

     1.15. "INTELLECTUAL  PROPERTY  RIGHTS" means without  limitation all of the
           following which relates to or underlies or arises out of the Product:
           (i) patent applications,  continuation applications,  continuation in
           part applications, divisional applications, any corresponding foreign
           patent applications to any of the foregoing, and any patents that may
           grant or may have been  granted  on any of the  foregoing,  including
           reissues,  re-examinations and extensions;  (ii) all know-how,  trade
           secrets,   inventions  (whether   patentable  or  otherwise),   data,
           processes, techniques,  procedures,  compositions,  devices, methods,
           formulas, protocols and information, whether patentable or not; (iii)
           copyrightable works,  copyrights and applications,  registrations and
           renewals in  connections  with the  Product;  (iv) other  proprietary
           rights; and (v) copies and tangible embodiments of any one or more of
           the foregoing.

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     1.16. "LABEL,"  "LABELED" or "LABELING"  means all labels and other written
           printed or graphic  matter upon (i) the Product or any  container  or
           wrapper  utilized  with the  Product,  or (ii) any  written  material
           accompanying  the  Product,  including  without  limitation,  package
           inserts.

     1.17. "NET PROFIT" means the  difference  between Net Sales and Par's Total
           Cost of Product.

     1.18. "NET SALES" means the dollar amount  determined by deducting from the
           gross  invoiced sales price billed for the Product sold by Par, or by
           an Affiliate of Par, or by a permitted sub-licensee,  as the case may
           be, in the  Territory to Third  Parties in arms length  transactions,
           the following: (i) all applicable sales credits accrued in accordance
           with accounting  principles  generally accepted in the United States,
           (ii)  payments or rebates  incurred  pursuant  to federal,  state and
           local  government  assistance  programs,  whether in existence now or
           enacted at any time  hereafter,  (iii) costs for  transit  insurance,
           freight, handling or other transportation,  (iv) customs duty, sales,
           use or excise  taxes and (v) the  write-off of bad debt not to exceed
           one percent (1%) of Net SALES.  Sales  credits  accrued in accordance
           with accounting  principles  generally  accepted in the United States
           can  include  credits  or  discounts  related to the  following:  (i)
           customer returns,  returned goods allowances  including those made as
           part of a recall,  billing and shipping  errors,  rejected  goods and
           damaged  goods (ii) cash or terms  discounts  (iii)  customer  rebate
           programs (iv) chargebacks and administration  fees or similar credits
           or  payments  granted to  customers  pursuant  to  contract  or other
           purchases  (v) sales  promotions,  trade show  discounts and stocking
           allowances and (vi) price  adjustments,  including  those on customer
           inventories following price changes.

     1.19. "PACKAGING" means all primary containers, including bottles, cartons,
           shipping  cases  or any  other  like  matter  used  in  packaging  or
           accompanying the Product.

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     1.20. "PAR AGREEMENTS" means any and all agreements between Par and a Third
           Party with respect to manufacture,  sale,  distribution and marketing
           of Product.  The Par  Agreements  include the Approved  Manufacturing
           Agreements assigned to Par.

     1.21. "PAR APPLICABLE  PERCENTAGE" means 100% minus the Advancis Applicable
           Percentage.

     1.22. "PERSON"  means  an  individual,  corporation,  partnership,  limited
           liability company, firm, association,  joint venture,  estate, trust,
           governmental or administrative body or agency, or any other entity.

     1.23. "PRODUCT" means clarithromycin  extended-release 500 mg tablets which
           are A/B rated to Biaxin(R) XL Filmtab(R).

     1.24. "REGULATORY  APPROVALS"  shall  mean any  approvals,  product  and/or
           establishment  licenses,  registrations or authorizations,  including
           without limitation  approvals under ANDAs which are necessary for the
           commercial  manufacture,   use,  storage,   importation,   transport,
           promotion, pricing or sale of the Product in the Territory.

     1.25. "TERRITORY"  means  Canada  and the United  States  its  territories,
           possessions and the Commonwealth of Puerto Rico.

     1.26. "THIRD  PARTY(IES)"  means  a  person  other  than  a  Party  or  its
           Affiliate.

     1.27. "TOTAL COST" means the sum of  Commercial  Expenses  and  Acquisition
           Price for the Product.

     1.28. "TRADEMARK" means any and all trademarks,  trademark applications and
           trademark registrations with respect to Product in the Territory.

                             ARTICLE 2. DEVELOPMENT

     2.1.  GENERAL DEVELOPMENT RESPONSIBILITIES. Subject to Advancis' rights and
           obligations  under  this  Agreement,  Advancis  shall  have  the sole
           control and  responsibility  for developing the Product,  except that
           Par shall have sole control of and  responsibility  for preparing any
           patent  certifications  and related notice letters in connection with
           the ANDA for the Product.  Advancis  responsibilities  shall include,
           without limitation, the following:

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         2.1.1. Developing a formulation for the Product A/B rated by the FDA to
                Biaxin(R) XL clarithromycin extended release tablets.

         2.1.2. Advancis shall keep Par  reasonably  informed of the progress of
                the development of the Product.

         2.1.3. Conducting,   without   limitation,   all   necessary   testing,
                analytical studies, and human  bioequivalence  studies necessary
                to support an ANDA for the Product.

     2.2.  COMPLIANCE.  Advancis shall comply with, and shall require compliance
           with by its  Third  Party  contractors,  all  Applicable  Laws in the
           conduct of all  activities  associated  with the  development  of the
           Product.

     2.3.  DEVELOPMENT EXPENSES. Advancis shall be responsible for all costs and
           expenses  associated with the development of the Product,  including,
           without  limitation,  internal  and third  party  costs and  expenses
           related to materials (e.g. API),  facilities,  personnel,  analytical
           testing (e.g.,  outside laboratory expenses) and human bioequivalence
           studies (e.g., pilot and pivotal  biostudies).

                         ARTICLE 3. REGULATORY APPROVAL

     3.1.  INITIAL ANDA OWNERSHIP. Until such time as the ANDA is transferred to
           Par pursuant to Section 6.5, the ANDA for the Product  shall be owned
           exclusively by Advancis.

     3.2.  PROSECUTION.  Advancis shall use commercially  reasonable  efforts to
           perform a first pivotal  biostudy with respect to the  bioequivalency
           of the existing  formulation  of Product with respect to Biaxin(R) XL
           Filmtab(R),   and  if  successful  to  thereafter  use   commercially
           reasonable  efforts to prepare,  file, and prosecute the ANDA for the
           Product.

     3.3.  EXPENSES.  Advancis shall have sole  responsibility  for all expenses
           associated  with  preparing,  filing and prosecuting the ANDA for the
           Product.

     3.4.  PROGRESS UPDATES. Advancis shall keep Par informed of the progress of
           the prosecution of the ANDA for the Product,  including providing Par
           with good faith projections of the approximate time at which approval
           of the ANDA may be  expected  and  providing  Par with  notice of any
           negative  communications  from the FDA which  could  affect  approval
           timing.

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     3.5.  COOPERATION.  Each Party  agrees to provide  the other Party with all
           information  in its  possession  or control that is necessary for the
           other Party to comply with any applicable reporting requirements. Par
           shall use  commercially  reasonable  efforts  to make its  regulatory
           personnel   available  to  consult  with   Advancis   regarding   the
           prosecution of the ANDA for the Product.

     3.6.  In  the  event  that  a  first  pivotal   biostudy  of  the  existing
           formulation of Product fails to demonstrate  that such formulation is
           bioequivalent  to  Biaxin(R)  Filmtab(R),   then  the  parties  shall
           negotiate in good faith an amendment to the terms and  conditions  of
           this Agreement with respect to further development of Product and the
           financial terms thereof and if the parties fail to reach agreement as
           to such an amendment  within sixty (60) days after Advancis  provides
           to Par the final report of the results of such study furnished by the
           contract  research  organization  that conducted the study, then this
           Agreement shall terminate.

                          ARTICLE 4. COMMERCIALIZATION

     4.1.  LICENSE  GRANT.  Advancis  hereby grants to Par an exclusive  license
           under its rights in and to the  Regulatory  Approvals for the Product
           and  under  its  Intellectual  Property  rights  associated  with the
           Product,  to import,  market,  use,  manufacture,  have manufactured,
           promote,  distribute  and  sell the  Product  in the  Territory.  The
           foregoing  license  shall  include  the  right  for  Par  to  appoint
           sub-contractors to market, distribute and sell the Product within the
           Territory. The license granted under this Section 4.1 is subject to a
           license  retained  by Advancis  to develop  Product  pursuant to this
           Agreement.

     4.2.  MARKETING AND DISTRIBUTION OBLIGATIONS.

         4.2.1. The  Parties  agree to work  together in good faith to develop a
                marketing  and/or  branding  strategy for the Product.  Ultimate
                responsibility  and  decision  making  control  with  regard  to
                marketing and pricing of the Product shall belong solely to Par.

         4.2.2. Subject  to  Section  15.12,  Par  agrees  to  use  commercially
                reasonable efforts to market,  promote,  distribute and sell the
                Product in the Territory consistent with Par's efforts in regard


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                to its other premier generic or branded products, as applicable.
                Par agrees to comply and shall  require  all of its Third  Party
                contractors to comply with all Applicable Laws in the conduct of
                activities with respect to marketing, promotion distribution and
                sale of Product in the  Territory.

         4.2.3. Par will not use the  Product  as a loss  leader or  bundle  the
                Product in any fashion  which  decreases  the  revenue  directly
                attributable to the Product.

     4.3.  COMMERCIAL  LAUNCH.  Par's  management,  and its board of  directors,
           shall have the ultimate decision-making authority with respect to the
           scale and timing of the Commercial Launch of the Product.

           (a)   Subject to Section 4.3(b),  Par agrees to  Commercially  Launch
           the Product  before the later of June 1, 2005 or six (6) months after
           Regulatory Approval.

           (b)   Par's  obligations to Commercially  Launch the Product shall be
           suspended during the existence of any one or more of the following:

                 (i)   Par is engaged in litigation with respect to Intellectual
                       Property  Rights of a Third Party that concern Product or
                       Par is in good faith  negotiations  with a Third Party to
                       obtain a license to  Intellectual  Property  Rights  that
                       affect the ability to market Product; or

                 (ii)  there  is a  court  order  that,  in the  United  States,
                       Product  infringes  a valid  claim of a patent of a Third
                       Party  or  Advancis  is  prohibited  from  marketing  the
                       product by any  judgment,  order,  injunction,  decree or
                       award of any court,  administrative agency, or arbitrator
                       or government body; or

                 (iii) Subject  to  4.3(c),  Par  is  acting  in a  commercially
                       reasonable fashion in consideration of reasonable threats
                       of  patent  infringement.  Par  agrees  to keep  Advancis
                       informed regarding such potential patent issues.

           (c)         In the event that Par has not yet  launched  the  product
           pursuant  to  Section  4.3(b)(iii)  above  and  Advancis  desires  to
           nevertheless   launch  the  Product  Advancis  will  so  notify  Par.
           Following  such  notice,  Advancis  may if it so chooses seek in good
           faith an opinion of counsel,  which counsel is reasonably  acceptable
           to Par, that such patents that Par is considering pursuant to Section
           4.3(b)(iii) are not infringed and/or invalid and/or unenforceable. If
           Advancis  receives  such an  opinion,  Advancis  will  notify Par and
           provide a copy of the opinion to Par for its review. If after 45 days
           ("Par's review period") Par has not notified Advancis that it intends
           to launch the Product and otherwise  comply with the  requirements of

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           this  Section  4.3  Advancis  shall  have the right to seek to have a
           Third  Party  launch and market the  Product or launch and market the
           Product itself and this Agreement shall automatically terminate as of
           either (1) the date that  Advancis has entered into such an agreement
           with the  Third  Party or (2) the date  that  Advancis  launches  the
           Product.  With respect to the  foregoing  item (2), Par hereby agrees
           that following Par's forty-five (45) day review period Advancis shall
           be free to enter into such  arrangements  as  necessary to launch and
           market  the  Product  on  its  own  in  reliance  upon  the  ultimate
           termination of this Agreement and to the extent required Par grants a
           license  under its rights under this  Agreement in order to implement
           such launch.

           (d)         In the event  that this  Agreement  is  terminated  under
          Section  4.3(c),  Advancis agrees to refund to Par any amounts paid to
          Advancis under Section 6.2 of this Agreement.  Advancis agrees to make
          such payments at the rate of 50% of its revenue in connection with the
          Product.

     4.4.  COMPETITIVE ACTIVITIES. Subject to Section 4.3(c), during the term of
           this Agreement,  Advancis shall not develop,  make, have made,  sell,
           offer for sale,  distribute or otherwise make available (nor contract
           with a third  Party to do any of the  foregoing)  the  Product or any
           Competing  Product  to any  Person in the  Territory  other than Par.
           During  the term of this  Agreement  Par shall not  market,  promote,
           sell,  offer for sale,  distribute or otherwise  make  available (nor
           contract with a third Party to do any of the  foregoing)  the Product
           or any Competing Product,  except as supplied to Par by Advancis or a
           mutually  agreed  third  party  manufacturer,  to any  Person  in the
           Territory.

     4.5.  RECALL.  In the event that either Party  believes it may be necessary
           to  conduct a recall,  field  correction,  market  withdrawal,  stock
           recovery,  or other  similar  action with respect to any Product sold
           under this  Agreement (a "Recall"),  Advancis and Par shall  promptly
           consult  with  each  other  as to  how  best  to  proceed,  it  being
           understood and agreed that the final decision as to any Recall of any
           Product shall be made by Par; provided however,  that neither Par nor
           Advancis shall be prohibited hereunder from taking any action that it

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           is  required  to take by  Applicable  Law.  The cost of any Recall of
           Product shall be paid for by the Parties in  accordance  with the Par
           Applicable  Percentage and the Advancis  Applicable  Percentage.  Any
           Recall required  because of a negligent or illegal act or omission in
           the handling,  storage or  distribution of Product by Par shall be at
           Par's sole expense.

                         ARTICLE 5. SUPPLY AND PURCHASE

     5.1.  Advancis  agrees  to enter  into a  contract  with one or more  Third
           Parties to manufacture  API and to produce  Product  containing  API.
           Advancis  shall not sign any such  contract(s)  until Par in  writing
           approves the terms and conditions  thereof,  which approval shall not
           be withheld or delayed unreasonably.

     5.2.  Until  assignment of the Approved  Manufacturing  Contract,  Advancis
           agrees to supply  Product to Par and Par agrees to order,  accept and
           pay for Product and API in accordance  with the terms and  conditions
           of the Approved Manufacturing Contracts.

     5.3.  The only  warranties  with respect to API and Product  shall be those
           provided   by  the  Third   Party   manufacturer   in  the   Approved
           Manufacturing  Contracts  and Advancis  shall have no liability  with
           respect to any breach of any such warranties.  At the request of Par,
           to the  extent  that  there is any  breach of any  warranty  under an
           Approved  Manufacturing  Contract  that has not been assigned to Par,
           Advancis  shall bring an action to enforce such  warranties  and each
           Party shall bear the cost and expense  thereof in accordance with its
           Applicable Percentage.

     5.4.  PRODUCT REPRESENTATIONS AND WARRANTIES.

         5.4.1. Par warrants that it will use reasonable  commercial  efforts to
                market,  promote  and sell the  Product and will comply with all
                Applicable  Laws in the conduct of  activities  with  respect to
                handling,  storage,   distribution,   marketing,  promoting  and
                selling of Product.

     5.5.  ADVANCIS  shall have no liability to Par with respect to  manufacture
           and supply of Product  and the only  remedies  available  to Par with
           respect  to  any  API  or   Product   supplied   under  an   Approved
           Manufacturing Contract are those available thereunder.

                         ARTICLE 6. FINANCIAL PROVISIONS

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     6.1.  PRODUCT SUPPLY PRICE. To the extent that Advancis supplies Product to
           Par under the  Approved  Manufacturing  Contracts,  Par shall pay for
           Product  and API  under  the terms  and  conditions  of the  Approved
           Manufacturing Contracts.

     6.2.  MILESTONE  PAYMENTS.  Provided that executed  Approved  Manufacturing
           Contracts   are  in  place  for  the   supply  of  API  and  for  the
           manufacturing  and  supply of  finished  Product,  Par shall make the
           following  milestone  payments to Advancis which may in the aggregate
           amount to up to Six Million U.S. dollars ($6,000,000):

         6.2.1. Upon  demonstration by Advancis that the Product meets the FDA's
                statistical   criteria  for   bioequivalence   to  Biaxin(R)  XL
                clarithromycin   extended  release  tablets  Par  shall  pay  to
                Advancis [***] .

         6.2.2. Upon the later of  January  7, 2004 or the  receipt  of  written
                notice  from the FDA that  the  ANDA  for the  Product  has been
                accepted, Par shall pay to Advancis [***] .

         6.2.3. Upon  Commercial  Launch of the Product by Par, Par shall pay to
                Advancis [***] .

         6.2.4. If after one hundred and eighty (180) days following  Commercial
                Launch  of the  Product  by Par  there is no more than one other
                ANDA (in  addition  to the  Advancis/Par  ANDA)  approved  for a
                product  bioequivalent to Biaxin(R) XL  clarithromycin  extended
                release tablets,  Par shall pay to Advancis [***] . In the event
                that executed Approved Manufacturing Agreements for both API and
                finished and packaged Product are not in place for the supply of
                API and for the  manufacturing and supply of Product at the time
                of achieving the foregoing  milestones,  such Milestone Payments
                shall only become due and  payable  upon the  execution  of such
                agreements  for the  supply  of  clarithromycin  API and for the
                manufacturing and supply of finished Product to Par.

     6.3.  NET PROFITS. Net profits shall be determined on a calendar quarter by
           calendar  quarter  basis.  Par shall  pay to  Advancis  the  Advancis
           Applicable  Percentage of Net Profits for a calendar  quarter  within
           thirty (30) days of the end of each  calendar  quarter in which sales
           of Product have been made by Par.  Each Net Profit  payment  shall be

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           accompanied by a copy of a calculation of the amount due and payable,
           including  a  statement  as  to  Net  Sales,  Acquisition  Price  and
           Commercial Expenses.

     6.4.  RECORDS AND AUDITS.  Advancis shall have the right once each calendar
           year, at its own expense, for any period during which Product is sold
           by Par  hereunder  and  for  one  (1)  year  thereafter,  to  have an
           independent  public accountant,  reasonably  acceptable to Par, audit
           the relevant  financial books and records of account of Par at normal
           business hours,  upon reasonable  demand,  to determine or verify the
           amounts  due and  payable to  Advancis  hereunder.  If errors of five
           percent (5%) or more in Advancis's  favor are  discovered as a result
           of such audit,  Par shall reimburse  Advancis for the expense of such
           audit and pay the deficiency  with interest  immediately at the prime
           rate set forth in the Wall Street  Journal,  Eastern Edition plus two
           percent (2%).  As a condition to such  examination,  the  independent
           public  accountant  selected  by  Advancis  shall  execute  a written
           agreement,  reasonably  satisfactory in form and substance to Par, to
           maintain in confidence all information  obtained during the course of
           any such  examination  except for disclosure to Advancis as necessary
           for the above purpose.

     6.5.  Six months after  Commercial  Launch of Product in the United States,
           Advancis  agrees to assign to Par the  Regulatory  Approvals  and the
           Approved  Manufacturing  Contracts  in each  case  for no  additional
           consideration.

     6.6.        (a) At any time up until  three  (3)  months  after  Commercial
           Launch,  by written notice from Advancis to Par,  Advancis shall have
           the right to reduce the Advancis  Applicable  Percentage to [***], at
           which time, if not previously assigned,  Advancis shall assign to Par
           the Regulatory Approvals and the Approved Manufacturing Contracts.

                 (b) In the event  that  Advancis  reduces  or has  reduced  the
           Advancis  Applicable  Percentage under Section 6.6(a) and there is an
           accusation  and/or court action that Product sold by Par  infringes a
           patent  of a  Third  Party  and  as a  result  of  an  unappealed  or
           unappealable  court  decision  or  as a  result  of a  settlement  or
           compromise,  Par is able to  continue  sale of  Product in the United
           States,  then Par  shall pay to  Advancis  in  addition  to any other
           amounts paid or to be paid  hereunder an amount equal to [***] of Net

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           Profits of Product sold after the date of such reduction and prior to
           the date of such decision,  settlement or compromise,  and thereafter
           the  Advancis  Applicable  Percentage  shall  be [***] .

                     ARTICLE 7. COMMERCIALIZATION COMMITTEE

     7.1.  ESTABLISHMENT OF THE COMMERCIALIZATION COMMITTEE.  Promptly after the
           Effective   Date,   the   Parties   will   form  a   committee   (the
           "Commercialization   Committee")   to  be   comprised   of  two   (2)
           representatives  of each of Advancis  and Par.  Each Party shall have
           the right from time to time to substitute new members, on a permanent
           or temporary basis, for any of its previously  designated  members of
           the Commercialization  Committee. Each Party shall bear its own costs
           associated with participation in the Commercialization Committee.

     7.2.  PURPOSE AND RESPONSIBILITIES OF THE COMMERCIALIZATION  COMMITTEE. The
           Commercialization  Committee shall oversee the  commercialization  of
           the  Product,  including  (i) the  timelines  for and  occurrence  of
           milestones, general timelines for commercial launch, following launch
           to monitor marketing and sales of Product,  and such other matters as
           are provided to the  Commercialization  Committee by mutual agreement
           of the Parties.  The  Commercialization  Committee shall not have any
           authority to impose  financial,  cost or other  obligations on either
           party in excess of those expressly set forth in this Agreement unless
           expressly consented to in writing by such party.

     7.3.  COMMERCIALIZATION   COMMITTEE  MEETINGS.  During  the  term  of  this
           Agreement,  the Commercialization  Committee shall meet at least once
           each   calendar   quarter   or  at  such  other   frequency   as  the
           Commercialization  Committee agrees. The Parties shall meet on a date
           and  time  and  at a  location  agreed  to by  the  Commercialization
           Committee.  Upon  written  notice by either Party to the other that a
           meeting is  required  or  requested,  a meeting  will be held  within
           thirty (30)  calendar days of such notice on a date and time and at a
           location to be agreed upon by the Parties,  or sooner if warranted by
           the  circumstances.  Notice  requesting  such a meeting shall include

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           adequate  information  describing  the activity to be  reviewed.  Any
           meetings of the Commercialization  Committee may be held in person at
           a location to be agreed to by the Parties,  or by  videoconference or
           teleconference.  A reasonable number of additional representatives of
           either  Party   including   outside   consultants   and   independent
           contractors,  subject to the other  party's  reasonable  consent) may
           attend  meetings of the  Commercialization  Committee in a non-voting
           capacity.   At  least  one  week   prior  to  any   meeting   of  the
           Commercialization  Committee, each Party shall provide the other with
           a a proposed  agenda of the matters to be discussed at such  meeting.
           Within (30) days after each meeting, the Commercialization  Committee
           chairperson   will  provide  the  Parties   with  a  written   report
           describing, in reasonable detail, the status of the Product including
           pricing and marketing  data, a summary of the results and progress to
           date, the issues  requiring  resolution and the agreed  resolution of
           previously reported issues.

                        ARTICLE 8. INTELLECTUAL PROPERTY

     8.1.  GENERAL  OWNERSHIP.  Par  understands  and agrees that as between the
           Parties,  ownership of all intellectual  property shall be determined
           in accordance with U.S. patent law.

     8.2.  THIRD PARTY INFRINGEMENT.  To the extent that any Third Party asserts
           patent  infringement  against  Par  and/or  Advancis  or any of their
           Affiliates  in  connection  with this  Agreement or the Product,  Par
           shall have sole control in addressing such assertions and in managing
           and  conducting any related  litigation  using counsel of its choice.
           Par agrees to keep Advancis and its nominated legal counsel  informed
           with  respect  to the  progress  of such  claims and to  disclose  to
           Advancis'  counsel  all papers  filed or served in the action and all
           material  decisions  issued by the courts in such matters.  Following
           the  execution of a mutually  agreeable  joint  privilege  agreement,
           Advancis,  and its  nominated  counsel in  furtherance  of the mutual
           defense  shall be  allowed  full  access  to Par's  designated  legal
           counsel  in  connection  with the  defense  and shall be  allowed  to
           participate  in the  development  of  the  litigation  strategy.  The
           counsel  nominated by Par shall represent both Par and Advancis where
           both Par and  Advancis are parties to the suit.  Neither  Party shall
           agree to any  settlement  of any  disputes  with a Third  Party  that
           pertain to the Product  without the  express  written  consent of the
           other  Party,  which  consent  shall  not be  unreasonably  withheld.
           Advancis and Par shall share equally in all expenses, costs, and fees

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           associated  with all of the  foregoing set forth in this Section 8.2,
           except that Par shall be responsible  for one hundred  percent (100%)
           thereof in the event that  Advancis  reduces the Advancis  Applicable
           Percentage under Section 6.6.

     8.3.  Advancis  and Par agree to  cooperate  with each other with regard to
           assessing,  avoiding and defending against threats of infringement of
           Third Party  Intellectual  Property Rights;  provided  however,  that
           Advancis  shall have no obligation to  re-formulate  the Product.  In
           this  respect  the  parties  agree  to  enter  into a  joint  defense
           agreement  with  respect  to  infringement,  if any,  of Third  Party
           Intellectual  Property Rights.  Without  limiting the foregoing,  Par
           agrees to make available to Advancis the  evaluation of  Intellectual
           Property  Rights of Third  Parties  made by Par and its counsel  with
           respect to  Product  within  three (3) months of filing an ANDA;  and
           upon  approval of an ANDA;  and within thirty (30) days of Commercial
           Launch.

                ARTICLE 9. CONFIDENTIALITY AND PUBLIC DISCLOSURE

     9.1.  During the term of this  Agreement and for a period of five (5) years
           thereafter,  a Party  shall  not  disclose  to any  Third  Party  any
           Confidential  Information  received  by it  hereunder  from the other
           Party or use any such  Confidential  Information for its own benefit.
           Each Party agrees to protect  Confidential  Information received from
           the other Party at least as well as it would its own  proprietary and
           confidential information

     9.2.  To the extent it is reasonably  necessary or  appropriate  to fulfill
           its obligations or exercise its rights under this Agreement,  a Party
           may  disclose  the  other  Party's  Confidential  Information  to its
           Affiliates,  consultants,  outside  contractors,   collaborators  and
           clinical investigators on a need-to-know basis on condition that such
           entities   or  persons   agree  to  keep   Confidential   Information
           confidential  for the same  time  periods  and to the same  extent as
           required by this Agreement.

         9.2.1. The   obligation  of  a  Party  not  to  disclose   Confidential
                Information  of the other  Party  shall not apply to any part of
                such  Confidential  Information  that  is  disclosed  by a Party
                pursuant to an order or demand issued by a court or governmental
                agency  or  pursuant  to a  legal  proceeding  or  as  otherwise
                required by law; PROVIDED,  HOWEVER that such Party notifies the
                other  Party  prior  to  disclosure,   giving  the  other  Party
                sufficient  advance  notice to  permit  it to seek a  protective

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                order or other similar  order with respect to such  Confidential
                Information AND PROVIDED  FURTHER that such Party furnishes only
                that portion of the other Party's Confidential Information which
                it is advised by counsel is legally required.


     9.3.  Each Party shall bind all  persons  having  access  through it to any
           Confidential  Information  to  take  no  steps  inconsistent  with or
           preventing  such Party from carrying out the terms of this Agreement.
           Each Party hereby  represents to the other that the  receiving  Party
           will be  responsible  for the  acts of any  officer  and/or  employee
           receiving the Confidential Information.


     9.4.  Upon termination of this Agreement, each Party, at the request of the
           other,  shall  return all  Confidential  Information  disclosed to it
           hereunder,  in  whatever  form  contained,  including  all  notes  or
           memoranda made by its employees,  agents, or representatives obtained
           or derived  from any such  Confidential  Information,  including  any
           listing which identifies the documents which were provided.

     9.5.  Neither  party  shall  disclose  the  terms  or  conditions  of  this
           Agreement  that have not been  previously  disclosed to the public or
           make any public  announcement  concerning this Agreement  without the
           consent of the other party, which shall not be unreasonably withheld,
           except such consent  shall not be required (i) where such  disclosure
           is required in accordance with any applicable law, rule or regulation
           (including,  without limitation,  disclosure requirements of the U.S.
           Securities  and  Exchange  Commission,  NASDAQ  or  any  other  stock
           exchange on which securities are traded),  (ii) in connection with an
           equity investment,  loan,  financing or similar transaction  provided
           that such  disclosure is subject to an obligation of  confidentiality
           except in the case where  after  reasonable  efforts  the  disclosing
           party can not obtain such an obligation of confidentiality , (iii) in
           connection with a consolidation, merger, change in control or sale of
           all or a portion of the  business  of a Party or similar  transaction
           subject to an obligation of  confidentiality by the receiving party ,
           (iv) in connection with an order of a court or government agency, (v)
           where such  disclosure  is made to attorneys,  accountants  and other
           advisors to a party subject to an obligation of  confidentiality . In
           the  event  of  a  required  public   announcement,   to  the  extent

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           practicable   under  the   circumstances,   the  party   making  such
           announcement  shall  provide  the  other  party  with a  copy  of the
           proposed text prior to such  announcement  sufficiently in advance of
           the scheduled release of such announcement to afford such other party
           a  reasonable  opportunity  to review and comment  upon the  proposed
           text.

     9.6.  The Parties understand and agree that each will be required to make a
           public disclosure  regarding this Agreement as a matter of compliance
           with  the  United  States  laws  and  regulations  of the  Securities
           Exchange  commission ("SEC") regarding  securities.  Without limiting
           either party's obligations under the securities laws and regulations,
           the parties  agree to work  together  in good faith to make  mutually
           acceptable  public   announcements  of  this  Agreement  at  mutually
           acceptable times. Additionally, if a party is required to file a copy
           of this  Agreement  with any of its SEC  filings,  it  agrees to seek
           confidential  treatment for the Agreement,  and to work together with
           the other party in good faith in seeking such confidential treatment.

                   ARTICLE 10. REPRESENTATIONS AND WARRANTIES

     10.1. Advancis here hereby represents and warrants that as of the Effective
           Date:

         10.1.1.  Advancis is a company duly organized,  validly existing and in
                  good  standing  under  the  laws  of the  jurisdiction  of its
                  formation;

         10.1.2.  Advancis  has the power  and  authority  to enter  into and be
                  bound by the terms and  conditions  of this  Agreement  and to
                  perform its obligations hereunder;

         10.1.3.  Advancis  has  taken  all  necessary  action  on its  part  to
                  authorize  the  execution  and delivery of this  Agreement and
                  this  Agreement has been duly executed and delivered on behalf
                  of  Advancis  and   constitutes   a  legal,   valid,   binding
                  obligation,  enforceable  against  Advancis in accordance with
                  its terms; and,

         10.1.4.  Advancis  is  subject  to  no  legal,   contractual  or  other
                  restrictions,  limitations  or conditions  which conflict with
                  its rights and obligations under this Agreement or which might
                  affect adversely its ability to perform hereunder.

     10.2. Par here hereby  represents  and  warrants  that as of the  Effective
           Date:

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         10.2.1.  Par is a company duly organized,  validly existing and in good
                  standing under the laws of the jurisdiction of its formation;

         10.2.2.  Par has the power and  authority to enter into and be bound by
                  the terms and  conditions of this Agreement and to perform its
                  obligations hereunder;

         10.2.3.  Par has taken all  necessary  action on its part to  authorize
                  the  execution  and  delivery  of  this   Agreement  and  this
                  Agreement  has been duly  executed and  delivered on behalf of
                  Par  and  constitutes  a  legal,  valid,  binding  obligation,
                  enforceable against Par in accordance with its terms; and,

         10.2.4.  Par is subject to no legal, contractual or other restrictions,
                  limitations  or conditions  which conflict with its rights and
                  obligations   under  this  Agreement  or  which  might  affect
                  adversely its ability to perform hereunder.

     10.3. Advancis  represents  and warrants that it has not failed to disclose
           to Par granted United States patents that as of the Effective Date to
           the knowledge of Advancis should be considered by Par with respect to
           the potential  infringement  risks, if any, as to the Product that is
           being developed by Advancis as of the Effective Date. Appendix A is a
           list of patents disclosed to Par.

     10.4. NEITHER PARTY MAKES ANY OTHER  REPRESENTATION  OR WARRANTY  HEREUNDER
           AND DISCLAIMS ALL OTHER  REPRESENTATIONS  AND WARRANTIES,  INCLUDING,
           BUT NOT LIMITED TO, WARRANTIES OF  MERCHANTABILITY OR FITNESS FOR USE
           OR WITH RESPECT TO THE VALIDITY,  ENFORCEABILITY, OR PATENTABILITY OF
           ANY PATENTS OR THAT  PRODUCTS  WILL NOT INFRINGE  PATENT  RIGHTS OF A
           THIRD PARTY OR THAT AN ANDA WILL APPROVED.

                           ARTICLE 11. INDEMNIFICATION

           11.1   Par  shall  defend,   indemnify  and  hold  Advancis  and  its
directors,  officers,  employees,  shareholders  and agents,  harmless  from and
against  any and all Third  Party  claims,  suits or  demands  for  liabilities,
damages,  losses, costs and expenses (including the reasonable fees of attorneys


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and other  professionals)  arising out of or  resulting  from  Product  that was
manufactured  and/or  distributed and/or marketed and/or sold by or on behalf of
Par or by any of its Affiliates,  distributors,  co-marketers  or  sublicensees,
each a "Par  Indemnified  Loss" except for a Par  Indemnified  Loss which arises
solely  out  of  the   intentional   misconduct   of  Advancis.   The  foregoing
notwithstanding,  the  indemnity  under this Section 11.1 is limited to [***] of
Par Indemnified Loss, except that such limitation shall not apply, and Par shall
be  responsible  for [***] of each Par  Indemified  loss where (i)  Advancis has
reduced the Advancis Applicable  Percentage under Section 6.6(a) and/or (ii) the
Par Indemnified  Loss results from the intentional  misconduct of Par and/or the
negligence of Par and/or (iii) the Par  Indemnified  Loss results from a failure
by Par to comply with Applicable Laws.

           11.2   Advancis  shall  indemnify  and  hold  Par and its  directors,
officers, employees,  shareholders and agents, harmless from and against any and
all Third Party claims, suits or demands for liabilities, damages, losses, costs
and  expenses   (including   the   reasonable   fees  of  attorneys   and  other
professionals)  resulting from  development  activities  with respect to Product
prior to  Commercial  Launch  performed  by or on  behalf of  Advancis,  each an
"Advancis  Indemnified  Loss,"  except for an  Advancis  Indemnified  Loss which
solely arises out of the intentional misconduct of Par. The Indemnity under this
Section  11.2 is limited  to the  Advancis  Applicable  Percentage  of  Advancis
Indemnified Loss.

           11.3   A  Party  or  any  of  its  Affiliates  or  their   respective
directors,  officers,  employees  or agents (the  "Indemnitee")  that intends to
claim  indemnification  under this  Article 11 shall  promptly  notify the other
Party  (the  "Indemnitor")  of any  claim or  action  in  respect  of which  the
Indemnitee  intends  to claim such  indemnification,  and the  Indemnitor  shall

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assume the defense  thereof with counsel  mutually  satisfactory to the Parties;
PROVIDED,  HOWEVER,  that an  Indemnitee  shall have the right to retain its own
counsel,  with  the  fees  and  expenses  to  be  paid  by  the  Indemnitor,  if
representation  of such  Indemnitee  by the counsel  retained by the  Indemnitor
would be inappropriate due to actual or potential  conflicting interests between
such  Indemnitee  and  any  other  Party  represented  by such  counsel  in such
proceedings.  The  indemnity  agreement  in this  Article  11 shall not apply to
amounts paid in settlement of any claim or action if such settlement is effected
without the prior consent of the Indemnitor, which consent shall not be withheld
or delayed unreasonably.  The failure to deliver notice to the Indemnitor within
a  reasonable  time  after the  commencement  of any such  claim or  action,  if
materially  prejudicial to its ability to defend such action, shall relieve such
Indemnitor of any liability to the Indemnitee under this Article 11 with respect
to such action.  The Indemnitee under this Article 11, its employees and agents,
shall cooperate fully with the Indemnitor and its legal  representatives  in the
investigation   and   defense   of  any   claim  or  action   covered   by  this
indemnification.  The  Indemnitee  shall  not  settle  any such  claim or action
without the consent of the Indemnitor .

           11.4  The  indemnity  of  Section  11.1  does  not  apply  to  a  Par
Indemnified  Loss arising out of infringement of a patent of a Third Party,  and
any such Par  Indemnified  Loss is covered by Section  8.2,  except  that in the
event that Advancis  reduces or has reduced the Advancis  Applicable  Percentage
under  Section 6.6 (a),  then the indemnity of Section 11.1 shall extend to each
Par  Indemnified  Loss  arising  out of  patent  infringement  and Par  shall be
responsible for one hundred percent (100%) of each such Par Indemnified Loss

                       ARTICLE 12. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,  EXCEPT WITH RESPECT
TO THIRD PARTY CLAIMS PURSUANT TO THE  INDEMNIFICATION  OBLIGATIONS SET FORTH IN
THIS   AGREEMENT,   NEITHER   PARTY  SHALL  BE  LIABLE  TO  THE  OTHER  FOR  ANY

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CONSEQUENTIAL,  INCIDENTAL OR INDIRECT  DAMAGES OR LOSS OF OPPORTUNITY OR USE OF
ANY KIND SUFFERED BY THE OTHER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE.

                        ARTICLE 13. TERM AND TERMINATION

     13.1. TERM.  Unless  earlier  terminated  pursuant to this Article 13, this
           Agreement  shall continue in force and effect from the Effective Date
           for so long as Par continues to market Product.

     13.2. TERMINATION  FOR BREACH.  Either Party may terminate  this  Agreement
           upon written notice to the other Party at any time during the term of
           this  Agreement if the other Party is in breach of any material  term
           of this  Agreement  and has not cured such breach  within thirty (30)
           days after notice requesting cure of the breach.

     13.3. TERMINATION  BY PAR. If at any time Par determines in good faith that
           it does not want to launch the  Product  or no longer  wishes to sell
           the Product.  Par may terminate  this Agreement upon ninety (90) days
           prior written notice to Advancis.

     13.4. SURVIVAL.  Sections 13.4, 13.5 and 13.6 and Articles 1, 9, 11, 12 and
           15 shall survive any expiration or termination of this Agreement.  In
           addition,  unless otherwise expressly set forth herein, no expiration
           or  termination  of this  Agreement  shall  have  any  affect  on any
           payment, obligation,  representation or warranty under this Agreement
           accruing or arising prior to such expiration or termination.

     13.5. Upon any termination of this Agreement,  Par shall assign to Advancis
           all right, title and interest in and to all Regulatory Approvals, the
           Approved Manufacturing Contracts, the Par Agreements,  the Trademark,
           and Intellectual Property Rights of Par, provided however that to the
           extent  that such  Intellectual  Property  Rights of Par  pertain  to
           products other than Product,  instead of assigning such  Intellectual
           Property  Rights of Par,  Par  agrees to grant and  hereby  grants to

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           Advancis in the  Territory  an  exclusive  license  with the right to
           sublicense  under such  Intellectual  Property Rights of Par to make,
           have made, use, sell, offer to sell and import Product.

     13.6. Upon termination of this Agreement, Par shall terminate marketing and
           sale of Product.

                             ARTICLE 14. INSURANCE

           Each party shall  obtain and maintain at all times during the term of
this Agreement,  prudent comprehensive general liability coverage appropriate to
its activities with reputable and financially secure insurance carriers to cover
its activities  related to this Agreement.  Additionally such insurance coverage
shall include, without limitation, product liability coverage in an amount of no
less  than Ten  Million  dollars  per  occurrence  to be in  place  prior to the
Commercial  Launch and for so long as Product  is being  sold  pursuant  to this
Agreement.

                           ARTICLE 15. MISCELLANEOUS

     15.1. INTERPRETATION.  Unless  the  context  of  this  Agreement  otherwise
           requires,  (i) the terms "include,"  "includes," or "including" shall
           be deemed to be followed  by the words  "without  limitation"  unless
           otherwise  indicated;  (ii) words using the singular or plural number
           also include the other; (ii) the terms "hereof,"  "herein," "hereby,"
           and derivative or similar words refer to this entire Agreement; (iii)
           the terms  "Article,"  "Section" and "Exhibit" refer to the specified
           Article, Section and Exhibit of this Agreement, and (iv) words of any
           gender include each other gender . Whenever this Agreement  refers to
           a number of days, unless otherwise specified, such number shall refer
           to calendar  days.  The headings in this  Agreement are for reference
           purposes only and shall not affect the meaning or  interpretation  of
           this Agreement.

     15.2. INDEPENDENT CONTRACTOR STATUS. . It is understood and agreed that the
           Parties  hereto are  independent  contractors  and are engaged in the
           operation  of their own  respective  businesses,  and  neither  Party
           hereto  is to be  considered  the  agent of the  other  Party for any
           purpose  whatsoever,  and neither  Party shall have any  authority to
           enter  into any  contracts  or assume any  obligations  for the other
           Party nor make any  warranties or  representations  on behalf of that
           other Party.

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                     WITH SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION


     15.3. WAIVER.  The  waiver  by either  Party of a breach of any  provisions
           contained herein shall be in writing and shall in no way be construed
           as a waiver of any succeeding  breach of such provision or the waiver
           of the provision itself.

     15.4. ASSIGNMENT.  This  Agreement  may not be  assigned  by  either  Party
           without  the prior  consent of the other  Party;  provided,  however,
           without  consent  either Party may assign this  Agreement  (a) to any
           entity which acquires  substantially all of its assets or business or
           (b)  in   connection   with  a  merger,   consolidation   or  similar
           transaction.

     15.5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
           Parties  regarding the subject matter hereof and supersedes all prior
           agreements,  understandings and negotiations regarding the same. This
           Agreement  may not be  changed,  modified,  amended  or  supplemented
           except by a written  instrument signed by both Parties.  Furthermore,
           it is the intention of the Parties that this Agreement be controlling
           over  additional  or  different  terms  of any  order,  confirmation,
           invoice  or similar  document,  even if  accepted  in writing by both
           Parties,  and that waivers and amendments  shall be effective only if
           made by non-pre-printed agreements clearly understood by both Parties
           to be an amendment or waiver.

     15.6. SEVERABILITY.  If any  provision  of  this  Agreement  shall  be held
           illegal  or  unenforceable,   that  provision  shall  be  limited  or
           eliminated  to the minimum  extent  necessary so that this  Agreement
           shall otherwise remain in full force and effect and enforceable.

     15.7. FURTHER ASSURANCES. Each Party hereto agrees to execute,  acknowledge
           and deliver such further instruments,  and to do all such other acts,
           as may be necessary or appropriate in order to carry out the purposes
           and intent of this Agreement.

     15.8. USE OF PARTY'S NAME. No right, express or implied, is granted by this
           Agreement  to either Party to use in any manner the name of the other
           or any other trade name or trademark of the other in connection  with
           the performance of this Agreement

     15.9. NOTICE AND REPORTS.  All notices,  consents or approvals  required by
           this  Agreement  shall be in writing sent by certified or  registered
           air mail, postage prepaid or by facsimile or cable (confirmed by such
           certified  or  registered  mail)  to the  Parties  at  the  following

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                         ASTERISKS DENOTE SUCH OMISSION


           addresses or such other  addresses as may be designated in writing by
           the respective Parties:

           TO ADVANCIS: 20425 Seneca Meadows Parkway Germantown,  MD 20876 Attn:
           CEO

           TO PAR:
           One Ram Ridge Road
           Spring Valley, New York  10977
           Attn:  CEO

Notices shall be deemed effective on the date of mailing.

     15.10.  APPLICABLE  LAW. This Agreement  shall be governed by and construed
             in accordance  with the laws of the Delaware  without regard to the
             conflicts of laws provisions  thereof.  The exclusive  jurisdiction
             and venue of any action with respect to this Agreement shall be the
             state and federal courts of Delaware.

     15.11.  CAPTIONS.  Paragraph captions are inserted for convenience only and
             in no  way  are  to  construed  to  define,  limit  or  affect  the
             construction or interpretation hereof.

     15.12.  FORCE MAJEURE.  A Party shall not be liable for  nonperformance  or
             delay in performance [(other than of obligations  regarding payment
             of money or confidentiality)] caused by any event reasonably beyond
             the  control  of such  Party  including,  but not  limited to wars,
             hostilities,   revolutions,   riots,   civil  commotion,   national
             emergency,   strikes,   lockouts,   unavailability   of   supplies,
             epidemics,  fire, flood,  earthquake,  force of nature,  explosion,
             embargo,  or any  other  Act of  God,  or  any  law,  proclamation,
             regulation,  ordinance,  or  other  act  or  order  of  any  court,
             government or governmental agency.


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                     WITH SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION


IN  WITNESS   WHEREOF,   the  Parties  hereto  have  executed  this  Supply  and
Distribution Agreement to be effective as of the Effective Date.



ADVANCIS PHARMACEUTICAL CORPORATION


By:    /s/ EDWARD M. RUDNIC
       -----------------------------

Title: President & CEO
       -----------------------------



PAR PHARMACEUTICAL, INC.


By:    /s/ SCOTT L. TARRIFF
       -----------------------------

Title: President & CEO
       -----------------------------


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