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                                                                   EXHIBIT 10.93

THIS ASSET PURCHASE AGREEMENT ("AGREEMENT") effective as of this 31st day of
JANUARY, 1999,

BETWEEN:

         MEDICIS PHARMACEUTICAL CORPORATION a company incorporated under the
laws of Delaware and with its principal place of business at 4343 East Camelback
Road, Suite 250, Phoenix, Arizona, United States of America ("Medicis") and

         BIOGLAN PHARMA PLC, a company incorporated under the laws of England
and Wales and with its principal place of business at 5 Hunting Gate, Hitchin,
Hertfordshire ("Bioglan").

1.       RECITALS

         1.1      Medicis is engaged in the sale of certain human,
                  over-the-counter and ethical pharmaceutical products including
                  the products set forth in Schedule 1 hereto ("the Products").

         1.2      Medicis desires to sell to Bioglan and Bioglan, subject to
                  satisfactory due diligence, desires to purchase from Medicis
                  the Products and all rights associated therewith including the
                  relevant product trademarks, Know-How, authorizations and
                  permits as defined below (together referred to as the "Product
                  Rights") on the terms and conditions set out below.

NOW IT IS HEREBY AGREED as follows:

2.       Definitions

In this Agreement the following terms shall have the following meanings:

<TABLE>
<CAPTION>
<S>                                 <C>
"Know-How"                          means the information known to Medicis
                                    relating solely and uniquely to the
                                    formulae, manufacturing processes, customer
                                    lists, marketing and advertising rights and
                                    promotional materials, technology and
                                    testing data relating to, the Products, as
                                    identified on the Schedule of Know-How made
                                    available during due diligence.

"Letter of Intent"                  means that certain letter of even date
                                    herewith from Medicis to Bioglan and
                                    countersigned by Bioglan.

"Product Licenses and               means Medicis' authorizations, where such
Permits"                            are required, from the U.S. Food and Drug
                                    Administration ("FDA") and the right to
                                    refer to the data contained therein and
                                    copies of all documents submitted and
                                    correspondence between Medicis and the FDA
                                    with respect to the Products
</TABLE>
<PAGE>   2
<TABLE>
<CAPTION>
<S>                                 <C>
"Territory"                         means the United States of America and its
                                    territories, possessions and commonwealth.

"Trademarks"                        means the trademarks listed in Schedule 3
                                    hereto together with the goodwill symbolized
                                    by such trademarks.
</TABLE>


3.       DUE DILIGENCE AND SALE OF PRODUCTS

         3.1      Immediately following signature hereof Bioglan shall conduct a
                  due diligence investigation of the Products, which shall be
                  completed in time to close this transaction on the date set
                  out in subclause 5.1 hereof. Medicis shall cooperate with
                  Bioglan and provide answers to all reasonable enquiries as
                  fully and completely as it can and all reasonable assistance
                  to Bioglan, including providing Bioglan with access to
                  relevant Medicis facilities, personnel and documents and shall
                  permit Bioglan to obtain copies of relevant Medicis
                  documentation and contracts. Upon completing of due diligence,
                  Bioglan shall provide Medicis with written notice of its
                  acceptance or termination of this Agreement.

         3.2      Provided that nothing is revealed during the due diligence
                  process which would result in Bioglan reasonably wishing to
                  terminate this Agreement and upon the basis of the
                  representations and warranties, and the terms and conditions
                  provided herein, Medicis agrees to sell and Bioglan agrees to
                  purchase the Products together with the Product Rights on the
                  terms set out below.

4.       PURCHASE PRICE AND PAYMENT SCHEDULE

         4.1      Bioglan shall pay to Medicis for the Products and the Product
                  Rights, a net consideration of Eleven Million One Hundred
                  Thousand Dollars US ($11,100,000 US), exclusive of any Value
                  Added Taxes (the "Purchase Price"). The Purchase Price shall
                  be paid to Medicis as follows:

                  4.1.1    an initial sum of Five Hundred Thousand dollars US
                           ($500,000 US) paid to Medicis within twenty-four
                           hours of the execution of this Agreement; and

                  4.1.2    a further sum of Ten Million Six Hundred Thousand
                           Dollars US ($10,600,000 US) be paid to Medicis at the
                           Closing Date subject to satisfactory due diligence.

         4.2      Upon payment by Bioglan to Medicis of the Purchase Price
                  provided for in sub-clause 4.1 hereof, Medicis shall execute
                  and deliver to Bioglan an assignment in the form of Exhibit
                  "A" hereto of the Trademarks and a Bill of Sale in the form of
                  Exhibit "B" to be attached hereto for the Products and Product
                  Rights.

         4.3      Contemporaneously with the Closing (as defined below), Bioglan
                  and Medicis shall enter into a separate agreement pursuant to
                  which Bioglan will license to
<PAGE>   3
                  Medicis use certain technologies in connection with Medicis'
                  products containing the active ingredient ciclopirox.

         4.4      For the avoidance of doubt, if Bioglan terminates this
                  Agreement as a result of matters disclosed during the due
                  diligence process, (regardless of the nature of such matters)
                  or Medicis elects to unwind the transaction in accordance with
                  Clause 14.6 hereof, the initial sum payable pursuant to the
                  Clause 4.1.1 hereof shall NOT be refunded to Bioglan.

         4.5      All payments made hereunder shall be made in United States
                  Dollars by telegraphic transfer in immediately available funds
                  to the Medicis bank account as previously provided to Bioglan.

5.       CLOSING

         5.1      Provided that nothing is revealed as a result of the due
                  diligence process that would result in Bioglan reasonably
                  wishing to terminate this Agreement, the consummation of the
                  transaction contemplated herein (the "Closing") shall take
                  place on February 15, 1999 ("Closing Date") at a time to be
                  mutually agreed to by the parties.

         5.2      Except as otherwise provided for in this Agreement, after the
                  Closing Date, Medicis shall not use the Know-How. Furthermore,
                  after the Closing Date, Medicis shall not disclose the
                  Know-How to any third party, unless such disclosure is
                  required by law or regulation.

         5.3      At the Closing, Medicis (a) shall deliver to Bioglan a Letter
                  of Disclosure as referenced in sub-clause 10.1 hereof, (b)
                  shall transfer to Bioglan ownership of the Product Rights, (c)
                  shall deliver to Bioglan such of the Product Rights which are
                  capable of delivery up to Bioglan, including but not limited
                  to, Medicis' customer lists for the Products, such marketing
                  and promotional materials for the Products, as may be
                  available, and (d) shall transfer to Bioglan possession of
                  Medicis' then-existing inventory of the Products, including
                  components thereof, ("Inventory") at cost, such Inventory
                  being in good condition and bearing a remaining shelf life of
                  not less than twelve (12) months. At the Closing, Bioglan
                  shall pay Medicis for the Inventory at Medicis' cost of the
                  Inventory.

         5.4      Not withstanding anything in this Agreement to the contrary,
                  the sale to Bioglan by Medicis of the Products and Product
                  Rights shall not prevent Medicis from continuing to
                  manufacture and sell other products included or expected to be
                  included in its current line or to use other trademarks owned
                  by Medicis. Nor shall the sale restrict the rights of Medicis
                  to develop and sell new products using the same active
                  ingredients as the Products, but using different formulations,
                  or different presentations, and under different product
                  trademarks.

         5.5      After the Closing, subject to the terms of the Transition
                  Services Agreement, Bioglan shall bear the entire
                  responsibility for and risk in the manufacture, distribution,
                  marketing and sale of the Products, including those associated
                  with
<PAGE>   4
                  returns of Product previously sold, and compliance with all
                  regulations and laws pertaining to the Products. Medicis
                  shall, for one year following the Closing, use its reasonable
                  best efforts to assist Bioglan in these matters, but they
                  shall remain the sole responsibility of Bioglan.

6.       CONDITIONS TO BIOGLAN'S OBLIGATIONS

         6.1      Bioglan's obligation to consummate the transactions
                  contemplated herein at the Closing are subject to the
                  fulfillment at or prior to the Closing of each of the
                  following conditions, the fulfillment of any of which may be
                  waived by Bioglan:

                  6.1.1    The completion of the due diligence process to
                           Bioglan's reasonable satisfaction.

                  6.1.2    The completion by Medicis of all acts necessary to
                           authorize its execution, delivery and performance of
                           this Agreement and the other agreements provided for
                           herein, and the consummation of the transactions
                           contemplated herein and therein.

                  6.1.3    The provision by the Secretary of Medicis to Bioglan
                           of a Certificate setting forth copies of the
                           resolutions or other instruments authorizing this
                           Agreement and the transactions contemplated herein.

                  6.1.4    All the representations and warranties of Medicis
                           contained in this Agreement shall be true and correct
                           in all material respects as of the date of execution
                           of this Agreement by Medicis and all of the covenants
                           and agreements of Medicis which are provided in this
                           Agreement to be performed at or prior to the Closing
                           shall have been duly performed, and Medicis shall
                           have complied with this Agreement in all other
                           material respects. Medicis shall deliver to Bioglan a
                           certificate, dated the Closing Date, and signed by an
                           executive officer of Medicis, to the effect set forth
                           above.

                  6.1.5    Medicis shall have delivered to Bioglan a copy of any
                           FDA authorizations for the Products, where
                           applicable.

                  6.1.6    Medicis shall, at Bioglan's request, have assigned to
                           Bioglan the benefit of any agreements including, but
                           not limited to, manufacturing agreements for the
                           Products.

                  6.1.7    Medicis shall have obtained all consents, approvals
                           and authorizations necessary to consummate the
                           Closing.

                  6.1.8    Bioglan shall have approved any changes between the
                           unsigned draft Letter of Disclosure referred to in
                           Clause 10.1 thereof and the final version of that
                           Letter of Disclosure delivered at the Closing.
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7.       CONDITIONS TO MEDICIS' OBLIGATIONS

         7.1      The obligations of Medicis to consummate the transactions
                  contemplated at the Closing are subject to the fulfillment at
                  or prior to the Closing of each of the following conditions,
                  the fulfillment of any of which may be waived by Medicis:

                  7.1.1    Medicis shall have been furnished with a certificate
                           of the Company Secretary of Bioglan setting forth
                           copies of the resolutions or other instruments
                           authorizing this Agreement and the transactions
                           contemplated herein.

                  7.1.2    All the representations and warranties of Bioglan
                           contained in this Agreement shall be true and correct
                           in all material respects as of the date of execution
                           of this Agreement by Bioglan and all of the
                           agreements of Bioglan which are provided in this
                           Agreement to be performed at or prior to the Closing
                           Date shall have been performed, and Bioglan shall
                           have complied with this Agreement in all other
                           material respects.

                  7.1.3    Bioglan shall deliver to Medicis a certificate, dated
                           the Closing Date and signed by an executive officer
                           of Bioglan, to the effect set forth above.

                  7.1.4    Payment in full by Bioglan of the Purchase Price and
                           all other sums required by this Agreement to be paid
                           by Bioglan to Medicis prior to the Closing Date.

                  7.1.5    Medicis shall have obtained all consents, approvals
                           and authorizations necessary to consummate the
                           Closing.

                  7.1.6    Bioglan shall have approved any changes between the
                           unsigned draft Letter of Disclosure referred to in
                           Clause 10.1 hereof and the final version of that
                           Letter of Disclosure delivered at the Closing.

8.       CONTINUING OBLIGATIONS

         8.1      Medicis' Continuing Obligations

                  8.1.1    In order to ensure continued supply of the Products
                           to customers following execution of this Agreement,
                           Medicis hereby agrees to act as distributor of the
                           Products for a period of four (4) months from the
                           execution of this Agreement, or until Bioglan gives
                           written notice to Medicis that Bioglan has developed
                           its own distribution network within the Territory,
                           whichever is the sooner. This period shall be
                           extended, at the written request of Bioglan, for a
                           further two (2) months if, after using its reasonable
                           best efforts, Bioglan has been unable to develop its
                           own distribution system at the end of the four month
                           period.

                  8.1.2    Bioglan and Medicis shall execute the Transition
                           Services Agreement attached as Exhibit "C" hereto
                           which sets out the terms on which Medicis shall
                           distribute the Products as required in sub-clause 8.1
                           above.
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                  8.1.3    Upon expiration of the period for which Medicis shall
                           distribute Products on behalf of Bioglan as set out
                           above, Medicis shall return to Bioglan any inventory
                           of the Products in its possession as of the date
                           thereof.

         8.2      Bioglan's Continuing Obligations

                  8.2.1    Bioglan shall provide to Medicis, on a quarterly
                           basis a written report setting forth Gross Sales and
                           Returns of all Products during calendar 1999.

9.       PRODUCT REGISTRATIONS

         9.1      After the Closing, Bioglan will initially market the Products
                  under the Product Licenses and Permits, such Product Licenses
                  and Permits having been varied to permit the same. Such
                  arrangement shall continue until Bioglan obtains regulatory
                  authorization from the FDA to market the Products under its
                  own product licenses (the "New Product Licenses and Permits").

         9.2      To permit Bioglan to market the Products under the Product
                  Licenses and Permits, Medicis shall, promptly following
                  Closing hereof at its own expense, file all necessary
                  instruments with the FDA to obtain a waiver to vary Medicis'
                  Product Licenses and Permits to allow Bioglan to sell the
                  Products.

         9.3      Bioglan shall at its expense, file a product license
                  application with the FDA for each of the Products that
                  requires FDA authorization. Medicis shall, at its expense,
                  file all necessary instruments with the FDA to authorize
                  Bioglan to cross-refer to the data contained in the Product
                  Licenses and Permits in order for Bioglan to obtain the New
                  Product Licenses and Permits.

         9.4      Within thirty (30) days after the execution of this Agreement,
                  the parties shall each appoint a primary liaison (the "Medical
                  Affairs Liaison") to communicate with each other with regard
                  to the actions and information required pursuant to this
                  Clause 9.

         9.5      During the period that Bioglan is selling Products under the
                  Product Licenses and Permits, each party shall advise the
                  other as set forth in 9.5.1 and 9.5.2 below of any adverse
                  drug experience associated with the Products. In addition,
                  Bioglan shall report all adverse drug experience information
                  it obtains, including that obtained from Medicis, to the FDA
                  as set forth in 9.6 below.

                  9.5.1    Any adverse drug experience information obtained by a
                           party shall be reported to Bioglan's Medical Affairs
                           Liaison, by telephone or in writing (only by
                           facsimile) within three (3) working days after the
                           first party's initial receipt of the information;
                           provided, however, any report of a serious unlabelled
                           side effect or any report of a death shall be
                           reported to Bioglan's Medical Affairs Liaison within
                           twenty-four (24) hours of receipt of the information;
                           and
<PAGE>   7
                  9.5.2    The reports of adverse drug experience shall contain
                           the following information: (i) the date the report
                           was received by Medicis; (ii) the name of the
                           reporter; (iii) the address and telephone number of
                           the reporter; (iv) the patient details; (v) the
                           suspected drug; (vi) other concomitant therapy; (vii)
                           a description of the adverse drug experience; and
                           (viii) any additional relevant information; provided
                           such information is obtainable through the use of
                           reasonable efforts.

         9.6      Bioglan shall report all adverse drug experience information
                  associated with the Products, including those received from
                  Medicis under this Clause 9 to the FDA, in accordance with the
                  laws and regulations of the Territory.

         9.7      After execution of this Agreement, Bioglan shall take all
                  actions required by FDA regulations and other governmental
                  laws relating to the manufacture, distribution and use of the
                  Products and shall be solely responsible for compliance with
                  all such laws.

10.      REPRESENTATIONS AND WARRANTIES OF MEDICIS

         10.1     Except as set forth in a Letter of Disclosure which shall be
                  delivered by Medicis to Bioglan, as of the Closing Date (an
                  unsigned draft of which shall be delivered to Bioglan within
                  seven (7) days of the date hereof), Medicis hereby represents
                  and warrants to Bioglan as follows:

                  10.1.1   Medicis (i) is a corporation duly organized and
                           validly existing and in good standing under the laws
                           of Delaware and (ii) has all necessary corporate
                           power and authority to own its properties and to
                           conduct its business, as currently conducted.

                  10.1.2   The execution and delivery of this Agreement and the
                           other agreements provided for herein, and the
                           consummation of the transactions contemplated herein
                           and therein, are within the corporate power of
                           Medicis, have been or will be, on or prior to the
                           Closing Date, duly authorized by all necessary
                           corporate proceedings and such other agreements have
                           been or will be, on or prior to the Closing Date,
                           duly executed and delivered by Medicis.

                  10.1.3   Neither the execution of this Agreement and the other
                           agreements provided for herein nor the consummation
                           of the transactions contemplated herein and therein:
                           (i) requires Medicis to obtain any approval, consent
                           or withholding of objections on the part of any
                           regulatory or governmental body, except as may be
                           provided for above; (ii) will result in any violation
                           or breach of any term or provision of Medicis'
                           Certificate of Incorporation or Bylaws; (iii) will
                           constitute a default under any material indenture,
                           mortgage, deed of trust, license agreement or other
                           contract or agreement to which Medicis is a party or
                           to which it or any of the Products or Product Rights
                           may be subject; or
<PAGE>   8
                           (iv) will violate any provision of any judicial,
                           governmental or administrative order, writ,
                           injunction, award, judgment or decree applicable to
                           Medicis.

                  10.1.4   This Agreement and the other agreements provided for
                           herein have been duly and validly authorized,
                           executed and delivered by Medicis and, when duly
                           executed and delivered by Bioglan, will constitute
                           valid and binding obligations of Medicis, enforceable
                           against Medicis in accordance with their terms,
                           except as such enforcement may be limited by
                           bankruptcy or other laws of general application
                           affecting creditor rights or general principles of
                           equity or principles of public policy relating to
                           indemnification.

                  10.1.5   Other than the use of Corporate Development
                           Specialists, Inc., neither Medicis nor any officer,
                           director or agent of Medicis has employed any broker,
                           finder, or agent with respect to this Agreement or
                           the transactions contemplated hereby.

                  10.1.6   Medicis will have used its best efforts to provide
                           Bioglan with true, complete and accurate information
                           in response to the due diligence requests of Bioglan
                           during the due diligence period.

                  10.1.7   The amount of Gross Sales, less returns, for the
                           calendar year ended December 31 1998, as accounted
                           for by Medicis in accordance with GAAP, which were
                           provided by Medicis to Bioglen during the due
                           diligence, were correct in all material respects.

                  10.1.8   EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES HEREIN
                           IN THE BILL OF SALE AND THE ASSIGNMENT OF TRADEMARKS,
                           THE PRODUCTS AND PRODUCT RIGHTS ARE SOLD ON AN "AS
                           IS, WHERE IS" BASIS, AND, OTHER THAN THOSE ARISING AS
                           A RESULT OF A BREACH OF THE REPRESENTATIONS AND
                           WARRANTIES HERETO AND THE BILL OF SALE, BIOGLAN
                           HEREBY WAIVES, ANY AND ALL OTHER REPRESENTATIONS,
                           WARRANTIES, DUTIES, AND GUARANTEES OF ANY KIND
                           WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR
                           OTHERWISE, CONCERNING THE PRODUCTS OR THE PRODUCT
                           RIGHTS OR THE VALUE, CONDITION, EFFECTIVENESS OR
                           COMPLIANCE WITH SPECIFICATION OF THE PRODUCTS,
                           INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
                           OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
                           PURPOSE, THE ABSENCE OF OBLIGATIONS BASED ON STRICT
                           LIABILITY IN TORT, OR THE QUALITY OF THE MATERIALS OR
                           WORKMANSHIP, AND BIOGLAN HEREBY WAIVES ANY AND ALL
                           RIGHTS AND REMEDIES IT MAY HAVE AGAINST MEDICIS
                           RELATING TO ANY OF THE FOREGOING AND ARISING BY LAW
                           OR OTHERWISE OR WITH RESPECT TO
<PAGE>   9
                           LOSS OF USE, REVENUE OR PROFIT, THE EXISTENCE OF ANY
                           LATENT, INHERENT OR ANY OTHER DEFECT (WHETHER OR NOT
                           DISCOVERABLE), OR OTHER INCIDENTAL OR CONSEQUENTIAL
                           DAMAGES.

11.      INTELLECTUAL PROPERTY

         11.1 Except as set forth in the Letter of Disclosure, Medicis hereby
         represents and warrants to Bioglan in respect of the Intellectual
         Property as follows:

                  11.1.1   The Trademarks are currently being used commercially
                           by Medicis and have been properly filed or registered
                           with the US Patent and Trademark Office and will be,
                           to the best of Medicis' knowledge, valid and in full
                           force and effect as of the date of execution of this
                           Agreement.

                  11.1.2   Except as may be restricted or prohibited by any
                           applicable law, rule, regulation or decision, Medicis
                           has the exclusive right to use, transfer and assign,
                           free and clear of any liens or encumbrances, the
                           registrations for the Trademarks set out in Schedule
                           "3" hereto.

                  11.1.3.  To the best of Medicis' knowledge, the manufacture,
                           use or sale of the Products by Medicis or the use of
                           the Trademarks in the United States of America for
                           the sale of the Products does not infringe the rights
                           of any third party including inter alia intellectual
                           property rights.

                  11.1.4   Except for any restriction or prohibition set forth
                           in any applicable law, rule, regulation, decision or
                           other governmental action, Medicis is not aware of
                           any restriction or prohibition which would prevent or
                           restrict the disclosure of the Know-How to Bioglan
                           hereunder.

                  11.1.5   Medicis has informed Bioglan of adverse drug
                           experiences related to the Products of which it has
                           knowledge.

12.      REPRESENTATIONS AND WARRANTIES OF BIOGLAN

         12.1     Bioglan hereby represents and warrants to Medicis as follows:

                  12.1.1   Bioglan (i) is a public limited company duly
                           organized, validly existing and in good standing
                           under the Laws of England and Wales (ii) has all
                           necessary power and authority to own its properties
                           and to conduct business as presently conducted.

                  12.1.2   The execution and delivery of this Agreement and the
                           other agreements provided for herein, and the
                           consummation of the transactions contemplated herein
                           and therein, are within the corporate power of
                           Bioglan, have been or will be, on or prior to the
                           Closing Date, duly authorized by all necessary
                           corporate proceedings and such other
<PAGE>   10
                           agreements have or will be, on or prior to the
                           Closing Date, duly executed and delivered to Bioglan.

                  12.1.3   Neither the execution of this Agreement and the other
                           agreements provided for herein nor the consummation
                           of the transactions contemplated herein and therein:
                           (i) require Bioglan to obtain the approval, consent
                           or withholding of objection on the part of any
                           governmental body, except as may be provided for
                           above; (ii) will result in any violation or breach of
                           any term or provisions of Bioglan's Memorandum and
                           Articles of Incorporation or By-Laws; (iii) will
                           constitute a default under any indenture, mortgage,
                           deed of trust, license, agreement, or other contract
                           or agreement to which Bioglan is a party or to which
                           it or any of its properties may be subject; or (iv)
                           violates any provision of any judicial, governmental
                           or administrative order, writ, injunction, award,
                           judgment or decree applicable to Bioglan.

                  12.1.4   This Agreement and the other agreements provided for
                           herein have been duly and validly authorized,
                           executed and delivered by Bioglan, and when duly
                           executed and delivered by Medicis, will constitute
                           valid and binding obligations of Bioglan, enforceable
                           against Bioglan in accordance with their terms,
                           except as such enforcement may be limited by
                           bankruptcy or other laws of general application
                           affecting creditor rights or general principles of
                           equity or principles of public policy relating to
                           indemnification.

                  12.1.5   Other than the use of Corporate Development
                           Specialists, Inc., neither Bioglan nor any officer,
                           director or agent of Bioglan, has employed any
                           broker, finder or agent with respect to this
                           Agreement or the transactions contemplated hereby.

                  12.1.6   OTHER THAN THE REPRESENTATIONS AND WARRANTIES OF
                           MEDICIS IN THIS AGREEMENT, BIOGLAN EXPRESSLY AGREES
                           AND ACKNOWLEDGES THAT IT HAS NOT, IN ENTERING INTO
                           THIS AGREEMENT, RELIED ON ANY CONDITION, WARRANTY OR
                           REPRESENTATION BY MEDICIS, EXPRESS OR IMPLIED,
                           WHETHER ARISING BY APPLICABLE LAW OR OTHERWISE IN
                           RELATION TO THE PRODUCTS AND PRODUCT RIGHTS,
                           INCLUDING, WITHOUT LIMITATION, WARRANTIES OR
                           REPRESENTATIONS AS TO THE DESCRIPTION, QUALITY,
                           DURABILITY, MERCHANTABILITY, FITNESS FOR ANY
                           PARTICULAR PURPOSE, THE ABSENCE OF OBLIGATIONS BASED
                           ON STRICT LIABILITY IN TORT, THE QUALITY OF THE
                           MATERIALS OR WORKMANSHIP, VALUE, CONDITION, AS TO THE
                           ABSENCE OF ANY LATENT, INHERENT OR ANY OTHER DEFECT
                           (WHETHER OR NOT DISCOVERABLE), AND THE BENEFIT IN
                           FAVOR OF BIOGLAN, OF ANY SUCH CONDITION,
<PAGE>   11
                           WARRANTY OR REPRESENTATION, IS HEREBY IRREVOCABLY AND
                           UNCONDITIONALLY WAIVED BY BIOGLAN.

13.      CONDUCT AND TRANSACTIONS PRIOR TO CLOSING

         13.1     The parties agree to cooperate mutually and make all
                  reasonable efforts toward consummating the transactions herein
                  contemplated and fulfilling the purposes of this Agreement
                  prior to and following Closing, including providing and
                  executing such additional documentation and communications as
                  may be appropriate for such purposes.

         13.2     Medicis shall not take any action out of the ordinary course
                  of business to significantly increase sales of the Products in
                  the calendar month prior to the month in which the Closing
                  occurs. If the sales in the calendar month prior to the month
                  in which the Closing occurs are greater than 110% of the sales
                  of the Product in the preceding calendar month, Medicis shall
                  credit the Purchase Price for Medicis' gross margin on such
                  incremental sales.

14.      POST-CLOSING COVENANTS

         14.1     Medicis and Bioglan agree to cooperate in the notification to
                  customers of the transactions contemplated by this Agreement.
                  Neither Medicis nor Bioglan shall notify any customers of such
                  transactions without the consent of the other. Such
                  notification (the "Joint Notice") shall be in such form as is
                  reasonably satisfactory to Bioglan and Medicis.

         14.2     Medicis agrees for a period of four (4) months after the
                  Closing Date to use its reasonable best efforts to forward to
                  Bioglan all customer orders for the Products received after
                  the Closing as soon as practicable after receipt by Medicis.
                  Medicis agrees that, for a period of six (6) months from the
                  Closing Date, it will inform any customers ordering the
                  Products or requesting information about the Products, that
                  Bioglan is now supplying the Products.

         14.3     During the period that Bioglan is selling Products under the
                  Product Licenses and Permits if Medicis or an appropriate
                  government agency in the Territory determines that the
                  Products or any of them should be recalled, Bioglan shall at
                  its cost, be responsible for all activities to be performed
                  relating to such recall. If such recall occurs during such
                  period, then, prior to implementing such recall, Medicis shall
                  endeavor to advise Bioglan of the situation. Bioglan shall
                  provide Medicis with a prepared statement for use in response
                  to any inquiries regarding the Products' recall which Medicis
                  shall provide to its sales representatives. Medicis and its
                  sales representatives shall use such prepared statements to
                  respond to any inquiries received with regard to the Products
                  recalled and shall not make any other statements regarding the
                  recalls.

         14.4     Medicis and Bioglan will coordinate to ensure that all
                  necessary and appropriate language is added to the labeling
                  for the Products so that each party is able to comply with any
                  applicable laws and regulatory requirements.
<PAGE>   12
         14.5     During the period that Bioglan is selling Products under the
                  Product Licenses and Permits, Bioglan shall not use any
                  promotional material with respect to the Products without
                  first obtaining the written approval of Medicis.

         14.6     Simultaneously with the execution of this Agreement, Medicis
                  and Bioglan are entering into a Letter of Intent relating to
                  the license of rights to Medicis' products sold under its
                  Trademarks OCCLUSAL, SALAC and PENTRAX. If Bioglan fails to
                  execute, deliver and consummate the transaction contemplated
                  in the Letter of Intent, Medicis shall have the right, in its
                  sole discretion, to unwind the effect of this Agreement.
                  Medicis shall, in that event, repay to Bioglan the $10.6
                  million paid by Bioglan to Medicis under Sub-Clause 4.1.2
                  hereof and Bioglan shall immediately transfer all right, title
                  and interest in and to the Products and ownership of the
                  Product Rights to Medicis. Bioglan agrees to indemnify, defend
                  and hold harmless Medicis (and its directors, employees,
                  affiliates, successors and assigns) from and against all
                  Losses of Medicis based upon, arising out of or otherwise in
                  respect of Bioglan's actions or inactions relating to the
                  Products during the time period from the date of this
                  Agreement until the complete transfer of all Products and
                  Product Rights to Medicis.

15.      INDEMNIFICATION BY MEDICIS

         15.1     Medicis agrees to indemnify, defend and hold harmless Bioglan
                  (and its directors, officers, employees, affiliates,
                  successors and assigns) from and against all losses, personal
                  injuries, liabilities, damages (other than incidental or
                  consequential), deficiencies, costs or expenses including,
                  without limitation, interest, penalties and reasonable
                  attorneys' fees and disbursements ("Losses") of Bioglan based
                  upon, arising out of or otherwise in respect of:

                  15.1.1   any material inaccuracy in or material breach of, any
                           representation, warranty, covenant or agreement of
                           Medicis contained in this Agreement, provided
                           however, that any such Losses shall have been first
                           asserted in writing against Medicis within
                           twenty-four months after the Closing Date.

                  15.1.2   any harm to any third party caused by any defect in
                           the Products manufactured, mandated, distributed, or
                           sold by Medicis, prior to the Closing, or by any
                           negligent or wrongful act of Medicis prior to the
                           Closing in connection with the manufacture,
                           distribution, advertising, or sale of the Products,
                           or any failure to comply with any regulation or
                           statute, provided, however, that any such Losses
                           shall have been first asserted in writing against
                           Medicis within twenty-four months after the Closing
                           Date.

                  15.1.3   failure of Medicis prior to the Closing Date to
                           conduct its efforts under this Agreement at all times
                           in accordance with all applicable laws and
                           regulations which may materially affect the Products
                           including without limitation the US Foreign Corrupt
                           Practices Act, with the highest commercial standards
                           and in a manner that reflects favorably at all times
<PAGE>   13
                           on the Products and the reputation of Medicis,
                           provided, however, that any such Losses shall have
                           been first asserted in writing against Medicis within
                           twenty-four months after the Closing Date.



16.      INDEMNIFICATION BY BIOGLAN

         16.1     Bioglan agrees to indemnify, defend and hold harmless Medicis
                  (and its directors, officers, employees, affiliates,
                  successors and assigns) from and against all Loss of Medicis
                  based upon, arising out of or otherwise in respect of:

                  16.1.1   any material inaccuracy in or material breach of any
                           representation, warranty, covenant or agreement of
                           Bioglan contained in this Agreement, provided
                           however, that any such Loss shall have been first
                           asserted in writing against Bioglan within
                           twenty-four months after the Closing Date.

                  16.1.2   any harm to any third party caused by any defect in
                           the d Products manufactured, mandated, or distributed
                           sold by Bioglan or by any negligent or wrongful act
                           of Bioglan in connection with the manufacture,
                           distribution, advertising, or sale of the Products,
                           or any failure to comply with any regulation or
                           statute.

                  16.1.3   failure of Bioglan to conduct its efforts under this
                           Agreement at all times in strict accordance with all
                           applicable laws and regulations which may materially
                           affect the Products including without limitation the
                           US Foreign Corrupt Practices Act, with the highest
                           commercial standards and in a manner that reflects
                           favorably at all times on the Products and the
                           reputation of Medicis.

17.      PROCEDURE FOR INDEMNIFICATION

         17.1     If any legal proceeding shall be instituted, or any claim or
                  demand made, against an indemnified party in respect of which
                  an indemnifying party may be liable hereunder, or if either
                  party hereto for any reason shall believe that it has a claim
                  against the other pursuant to the respective Clause 15 or 16
                  hereof, then the indemnified party or the party believing it
                  has a claim against the other, as the case may be (in either
                  case, the "Indemnified Party"), shall give prompt written
                  notice hereunder to the indemnifying party or the party
                  against whom the party giving notice believes it has a claim,
                  as the case may be (in either case, the "Indemnifying Party").
                  Such notice shall specify in reasonable detail the date such
                  underlying claim or belief first was asserted or arose, the
                  nature of the loss (es) for which payment is claimed, the
                  Clause or Clauses of this Agreement upon which such claim is
                  based, and the amount payable in respect thereto, and shall
                  provide a copy of the underlying claim.

         17.2     If an Indemnifying Party shall receive notice pursuant to this
                  Clause 17, the Indemnifying Party may, at its sole option,
                  elect to defend against the loss, which
<PAGE>   14
                  is the subject of such notice. If the Indemnifying Party
                  elects to defend, then the Indemnified Party shall have the
                  right to participate in such defense, trial counsel shall be
                  chosen by the Indemnifying Party and such trial counsel shall
                  be reasonably satisfactory to the Indemnified Party. If the
                  Indemnifying Party does not elect to defend, then the
                  Indemnified Party may do so by its own counsel, such counsel
                  shall be reasonably satisfactory to the Indemnifying Party,
                  the costs of which shall be borne by the Indemnifying Party,
                  and the Indemnifying Party agrees to cooperate with the
                  Indemnified Party in such defense.

         17.3     If the amount of any actual loss indemnified against hereunder
                  shall at any time subsequent to the payment of any indemnity
                  payable hereunder, be reduced by any recovery, settlement or
                  other payment, then the amount of such reduction, less any
                  expense incurred by the party receiving such recovery,
                  settlement or other payment in connection therewith, shall be
                  repaid promptly to the Indemnifying Party.

         17.4     Except as otherwise provided herein, the terms of this Clause
                  17 shall survive the Closing.

18.      GENERAL PROVISION

         18.1     All representations, warranties, covenants and agreements set
                  forth herein shall survive the execution and delivery of this
                  Agreement and the transfer of Product Rights hereunder, but
                  shall expire two (2) years after the Closing. Thereafter, no
                  claim for breach of any representation, warranty, covenant, or
                  agreement shall be made. If this Agreement is terminated
                  pursuant to Clause 18.12 hereof, neither Bioglan nor Medicis
                  shall be under any liability whatsoever with respect to any
                  such representation or warranty.

         18.2     All communications under this Agreement attached hereto shall
                  be in writing and shall either be faxed, sent by courier or
                  mailed by first class mail, postage prepaid, to the fax number
                  and/or address specified below. If faxed, such communication
                  shall be deemed to given when sent; provided, however, that
                  such fax shall be confirmed by sending a hard copy by courier
                  or first class mail (by methods specified herein) within one
                  (1) working day of the sending of such fax. If sent by courier
                  or mailed by first class mail as specified herein, such
                  communication shall be deemed to be given either two (2)
                  business days after sending (for communications sent by
                  courier) or ten (10) business days after mailing (for
                  communications sent by mail). All communications hereunder
                  shall be sent:

                  18.2.1   TO BIOGLAN: at its address shown below or such other
                           address as it may give to Bioglan by notice
                           hereunder:

<TABLE>
<CAPTION>
<S>                                                     <C>
                           5 Hunting Gate               and to:
                           Hitchin, Hertfordshire       Roiter Zucker Solicitors
                           England                      Regent House
                           Attn:  Terry I. Sadler       Swiss Cottage
</TABLE>
<PAGE>   15
<TABLE>
<CAPTION>
<S>                                                     <C>
                                                        London NW 3RZ ENGLAND
                                                        Attention: Warren Roiter
</TABLE>

                  18.2.2   TO MEDICIS, at its address shown below or such other
                           address as it may give to Medicis by notice
                           hereunder:

                           4343 East Camelback Road, Suite 250
                           Phoenix, Arizona  85018-2100 USA
                           Attn:  Jonah Shacknai


         18.3     Prior to the Closing, Bioglan and Medicis shall each hold in
                  confidence all documents and information received by it in
                  connection with the transactions contemplated by this
                  Agreement and, in the event that for any reason the
                  transactions contemplated by this Agreement shall not be
                  consummated, Bioglan and Medicis shall refrain from disclosing
                  or otherwise using such documents and information.

         18.4     This Agreement may be amended, modified or supplemented only
                  by written agreement of the parties hereto.

         18.5     The rights and obligations of Bioglan and Medicis under this
                  Agreement and the agreements provided for herein shall be
                  binding upon and inure to the benefit of the parties hereto
                  and their respective successors and permitted assigns, but may
                  not be assigned by either party without the prior written
                  consent of the other party; provided however, Bioglan may
                  assign this Agreement without obtaining Medicis' consent if
                  Bioglan has paid the entire Purchase Price to Medicis in
                  accordance with Clause 4. Nothing set forth herein shall
                  prevent either party from assigning its rights or obligations
                  hereunder to an Affiliate of said party provided that no such
                  assignment shall relieve said party of its obligations
                  hereunder. For purposes hereof, an "Affiliate" of a party
                  shall refer to any person or entity controlling, controlled by
                  or under common control with said party.

         18.6     Bioglan and Medicis agree to approve jointly the text of an
                  initial press release announcing the consummation of the
                  transactions contemplated hereby and not to use the name of
                  the other party in any press information, marketing or
                  advertising materials or other release to the public without
                  prior written approval of the other, which approval shall not
                  be unreasonably withheld. The foregoing shall not be deemed to
                  prevent either party from making any public announcement which
                  may be required by legislation or any governmental or
                  regulatory body or by the rules and regulations of any
                  national securities exchange upon which the securities of
                  either party are traded; provided that the disclosing party
                  has notified the non-disclosing party of such public
                  announcement and the non-disclosing party has been given an
                  opportunity to comment on such announcement. The disclosing
                  party shall make such changes as reasonably requested.
<PAGE>   16
         18.7     Except as otherwise provided herein, Bioglan and Medicis agree
                  that each of the parties hereto shall bear one half of the
                  legal costs incurred in connection with the preparation,
                  drafting, execution and delivery of this Agreement and the
                  consummation of the transaction contemplated hereby, but not
                  the cost of Bioglan's due diligence in this transaction.
                  Bioglan shall pay all recording fees and all taxes due by
                  Bioglan in connection with the transfer of the Product Rights
                  to Bioglan hereunder.

         18.8     All headings in this Agreement are for convenience only and
                  shall not affect the interpretation or meaning of any
                  provision hereof.

         18.9     This Agreement, together with the other agreements provided
                  for herein, and the Schedules and Exhibits attached hereto,
                  constitutes the entire agreement of the parties, merges all
                  prior negotiations, agreements and understandings, and states
                  in full all representations and warranties or warranties other
                  than those herein stated. To the extent there are any
                  inconsistencies between the provisions of this Agreement, the
                  Schedules and Exhibits and any of the other agreements
                  provided for herein, this Agreement shall govern.

         18.10    No delay on the part of any party in exercising any right,
                  power, or privilege hereunder shall operate as a waiver
                  thereof; nor shall any waiver on the part of any party of any
                  such right, power or privilege, nor any single or partial
                  exercise of any such right, power or privilege, preclude any
                  further exercise thereof or the exercise of any other such
                  right, power or privilege. The rights and remedies of any
                  party based on, arising out of or otherwise in respect of any
                  inaccuracy in or breach of any representation, warranty,
                  covenant or agreement contained in this Agreement shall in no
                  way be limited by the fact that the act, omission, occurrence
                  or other state of facts upon which any claim of any such
                  inaccuracy or breach is based may also be the subject matter
                  of any other representation, warranty, covenant or agreement
                  contained in this Agreement (or in any other agreement between
                  the parties) as to which there is no inaccuracy or breach.

         18.11    If any provision of this Agreement is found or declared to be
                  invalid or unenforceable by any court or other competent
                  authority having jurisdiction, such finding or declaration
                  shall not invalidate any other provision hereof, and this
                  Agreement shall thereafter continue in full force and effect
                  except that such invalid or unenforceable provision, and (if
                  necessary) other provisions thereof, shall be reformed by a
                  court of competent jurisdiction so as to effect, insofar as is
                  practicable, the intention of the parties as set forth in this
                  Agreement, provided that if such court is unable or unwilling
                  to affect such reformation, the invalid or unenforceable
                  provision shall be deemed deleted to the same extent as if it
                  had never existed.

         18.12    In the event any of the conditions specified in Clause 6 or
                  Clause 7 of this Agreement shall not be fulfilled on or before
                  the Closing Date, then Bioglan, with respect to the conditions
                  in Clause 6, or Medicis, with respect to the conditions in
                  Clause 7, shall have the right either to proceed or, upon
                  prompt written notice to
<PAGE>   17
                  the other, terminate and rescind this Agreement without
                  liability to any party. In no circumstances, however, shall
                  Bioglan be entitled to recover the $500,000 US paid under
                  subclause 4.1.1 hereof. The election to proceed shall not
                  affect the right of such electing party to require the other
                  party to use commercially reasonable efforts to fulfill such
                  conditions.

         18.13    This Agreement shall be governed by the substantive laws of
                  the State of Arizona, United States of America (without regard
                  to principles of conflict of laws) as to all matters,
                  including but not limited to matters of validity,
                  construction, effect, performance and remedies.

         18.14    Bioglan consents and submits to the personal jurisdiction of
                  the state and federal courts in Arizona.

         18.15    This Agreement may be executed in two or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.

19.      ARBITRATION

         19.1     The parties shall promptly submit to arbitration any dispute
                  which may arise in connection with this Agreement that is not
                  promptly resolved by them, except that each party may seek
                  injunctive relief for breaches of this Agreement if either
                  party makes a good faith determination that a breach of the
                  terms of this Agreement by the other party will result in
                  irreparable harm and that injunctive relief is the only
                  adequate remedy.

         19.2     The American Arbitration Association shall have jurisdiction
                  over the arbitration, which shall be conducted in accordance
                  with the Commercial Arbitration Rules of such Association,
                  except as modified by agreement of the parties.

         19.3     In the event a dispute is to be submitted to arbitration
                  pursuant to this Article X, the parties agree that the dispute
                  shall be resolved by a private arbitration conducted by one
                  arbitrator. Within ten (10) days after the submission of such
                  dispute to arbitration, the parties shall agree upon one
                  arbitrator, selected from a panel of five individuals, none of
                  whom is an officer, director or employee of a party or an
                  affiliate of such party, or a person who has a direct or
                  indirect personal or financial interest in the outcome of the
                  arbitration, designated by the American Arbitration Associated
                  from its permanent panel of commercial arbitrators. The
                  parties shall select the arbitrator by alternately striking
                  names of the individuals so designated until only one name
                  remains. A coin toss will determine which party is to strike
                  the first name.

         19.4     The arbitrator shall set a hearing date for an arbitration
                  (the "Hearing") within ninety (90) days from the date the
                  arbitrator is selected, unless otherwise agreed by the
                  parties. At least fifteen (15) days before the Hearing, each
                  party shall submit to the arbitrator a list of all witnesses
                  and exhibits, which it intends to present at the Hearing. No
                  later than ten (10) days before the Hearing, each party shall
                  provide to the arbitrator a short (not to exceed five
                  single-spaced pages or such other page limit as the arbitrator
                  permits) statement of its position with regard to the dispute.
                  Notwithstanding the Commercial
<PAGE>   18
                  Arbitration Rules, each party shall have the right to conduct
                  up to a total of two depositions. At the Hearing, each party
                  shall, unless it waives the opportunity, make an oral opening
                  statement and an oral closing statement. The arbitrator shall
                  not be strictly bound by rules of procedure or rules of
                  evidence, but shall use the Federal Rules of Evidence as a
                  guideline in conducting the Hearing. When testimony is
                  complete and each party has introduced its exhibits pursuant
                  to the provisions of this Agreement, and each party has made a
                  closing statement pursuant to the provisions of this Agreement
                  or waived the opportunity to do so, the arbitrator shall
                  declare the Hearing closed; provided that the parties may
                  submit post-hearing briefs pursuant to an agreed upon schedule
                  or a schedule formulated by the arbitrator. The Hearing shall
                  be conducted in private. Attendance at the Hearing shall be
                  limited to the following: (i) the arbitrator; (ii)
                  representatives of each party; (iii) each party's attorneys
                  and attorney's assistants or advisors, if any, including
                  expert witnesses if any; (iv) a court reporter if requested by
                  either party; and (v) any witnesses. The arbitrator may
                  sequester witnesses upon the motion of a party. Within thirty
                  (30) days of the close of the Hearing or submission of the
                  post-hearing briefs, the arbitrator shall issue a written
                  opinion and an award (the "Award") based on evidence,
                  arguments and post-hearing briefs, if any. The Award shall be
                  a decision of the arbitrator, shall resolve the parties'
                  dispute and shall be final and binding on the parties. Except
                  as otherwise provided in this Agreement, there shall be no ex
                  parte communication regarding the subject matter of the
                  Hearing, in which event the arbitrator will render and deliver
                  to the parties a written opinion and Award within thirty (30)
                  days of being notified that the parties waive the Hearing.
                  Notwithstanding any other provision of this Agreement, the
                  arbitrator shall have no power to delete from, add to or
                  modify the terms of this Agreement, and may not award any
                  remedy which effectively conflicts directly or indirectly with
                  any provision of this Agreement.

         19.5     In any arbitration, all of the reasonable costs and expenses
                  of the Successful Party (including reasonable attorney's fees
                  and expenses), all fees and expenses of experts retained by
                  the Successful party and all costs of the arbitrator shall be
                  borne the Losing Party in such arbitration. The "Losing Party"
                  and the "Successful party" shall be determined by the
                  arbitrator based on the relative success or failure of each
                  party to such arbitration.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase
and Sale of Assets as of the date first set forth above.

MEDICIS PHARMACEUTICAL CORPORATION

by:  /s/ Mark A. Prygocki, Sr.
     ---------------------------------------
its: Chief Financial Officer
     ---------------------------------------


BIOGLAN PHARMA PLC
<PAGE>   19
by:  /s/ Terry I. Sadler
     ---------------------------------------
its: Chairman and Chief Executive Officer
     ---------------------------------------
<PAGE>   20
                                  SCHEDULE "1"

                                    PRODUCTS

                        1.      BENZASHAVE shaving cream

                        2.      THERAMYCIN Z  skin lotion

                        3.      PRAMEGEL topical medication

                        4.      A-FIRM vitamin-A cream

                        5.      A-FIL sunburn protection

                        6.      BETALIFTX skin peel preparation

                        7.      METED hair shampoo

                        8.      TEXACORT dermatosis preparation

                        9.      PACKER'S pine tar soap

                        A total of nine (9) products.
<PAGE>   21
                                  SCHEDULE "2"

                                    KNOW-HOW



                                [TO BE SUPPLIED]
<PAGE>   22
                                  SCHEDULE "3"


<TABLE>
<CAPTION>
                 -----------------------------------------------------------------------------------------------------
                      NO.        TRADEMARK                      REG. NO. & DATE                GOODS
                 -----------------------------------------------------------------------------------------------------
<S>                              <C>                            <C>                      <C>
                       1         BENZASHAVE                        1,612,636             brushless, medicated
                                                                                         shaving cream
                                                                   9/11/1990
                 -----------------------------------------------------------------------------------------------------
                       2         THERAMYCIN Z                      2,129,191             dermatologic products,
                                                                                         namely, therapeutic skin
                                                                   1/13/1998             lotion
                 -----------------------------------------------------------------------------------------------------
                       3         PRAMEGEL                          1,391,339             anti-pruritic topical
                                                                                         medication
                                                                   4/29/1986
                 -----------------------------------------------------------------------------------------------------
                       4         AFIRM                             2,197,069             dermatological preparation,
                                                                                         namely, a vitamin-A cream
                                                                   10/20/1998
                 -----------------------------------------------------------------------------------------------------
                       5         A-FIL (Stylized)                  532,880               vanishing cream type
                                                                                         preparation for use as a
                                                                   10/31/1950            protection against sunburn
                 -----------------------------------------------------------------------------------------------------
                       6         BETA-LIFTX                        2,137,236             pharmaceutical preparation,
                                                                                         namely, a chemical skin
                                 B-LIFTX Design                    2,125,549             peel preparation
                 -----------------------------------------------------------------------------------------------------
                       7         METED                             1,419,732             medicated hair shampoo

                                                                   12/9/1986
                 -----------------------------------------------------------------------------------------------------
                       8         TEXACORT                          1,304,643             preparations for the
                                                                                         treatment of dermatosis
                                                                   11/13/1984
                 -----------------------------------------------------------------------------------------------------
                       9         PACKER'S PINE TAR SOAP &          407,047               soap
                                 Design
                                                                   910,485               hair shampooing preparation
                                 PACKER'S & Design
                 -----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   23
                                  SCHEDULE "A"


<TABLE>
<CAPTION>
                 -------------------------------------------------------------------------------------------------------
                     TRADEMARK                                REG. NO. & DATE          GOODS
                 -------------------------------------------------------------------------------------------------------
<S>                                                           <C>                      <C>
                     BENZASHAVE                               1,612,636                brushless, medicated shaving
                                                              9/11/1990                cream
                 -------------------------------------------------------------------------------------------------------
                     THERAMYCIN Z                             2,129,191                dermatologic products,
                                                              1/13/1998                namely, therapeutic skin
                                                                                       lotion
                 -------------------------------------------------------------------------------------------------------
                     PRAMEGEL                                 1,391,339                anti-pruritic topical
                                                              4/29/1986                medication
                 -------------------------------------------------------------------------------------------------------
                     AFIRM                                    2,197,069                dermatological preparation,
                                                              10/20/1998               namely, a vitamin-A cream
                 -------------------------------------------------------------------------------------------------------
                     A-FIL (Stylized)                         532,880                  vanishing cream type
                                                              10/31/1950               preparation for use as a
                                                                                       protection against sunburn
                 -------------------------------------------------------------------------------------------------------
                     BETA-LIFTX                               2,137,236                pharmaceutical preparation,
                                                              2/17/1998                namely, a chemical skin peel
                                                                                       preparation
                 -------------------------------------------------------------------------------------------------------
                     B-LIFTX Design                           2,125,549                pharmaceutical preparation,
                                                              12/30/1997               namely, a chemical skin peel
                                                                                       preparation
                 -------------------------------------------------------------------------------------------------------
                     METED                                    1,419,732                medicated hair shampoo
                                                              12/9/1986
                  -------------------------------------------------------------------------------------------------------
                     TEXACORT                                 1,304,643                preparations for the
                                                              11/13/1984               treatment of dermatosis
                  -------------------------------------------------------------------------------------------------------
                     PACKER'S PINE TAR SOAP & Design          407,047                  soap
                                                              5/16/1944
                  -------------------------------------------------------------------------------------------------------
                     PACKER'S & Design                        910,485                  hair shampooing preparation
                                                              3/23/1971
                  -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   24
                          TRANSITION SERVICES AGREEMENT



















                                   EXHIBIT "C"