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                                                                   Exhibit 10.8


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                            ASSET PURCHASE AGREEMENT

                                    between

                          BRISTOL-MYERS SQUIBB COMPANY
                                   as Seller

                                      and

                           GALEN (CHEMICALS) LIMITED
                                  as Purchaser

                           Dated as of June 29, 2001

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                               TABLE OF CONTENTS
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Article I. -- Sale and Purchase of Assets..........................................................

         Section 1.01 -- Purchase and Sale.........................................................

         Section 1.02 -- Transfer of Assets........................................................

         Section 1.03 -- Assumed Liabilities.......................................................

         Section 1.04 -- Closing...................................................................

         Section 1.05 -- Risk of Loss..............................................................

         Section 1.06 -- Purchase Price Adjustment.................................................

Article II. -- Representations and Warranties of Seller............................................

         Section 2.01 -- Organization..............................................................

         Section 2.02 -- Authority; Execution and Delivery; Enforceability.........................

         Section 2.03 -- Consents and Approvals; No Violations.....................................

         Section 2.04 -- Financial Statements......................................................

         Section 2.05 -- Absence of Certain Changes................................................

         Section 2.06 -- Title of Assets...........................................................

         Section 2.07 -- Intellectual Property.....................................................

         Section 2.08 -- Contracts.................................................................

         Section 2.09 -- Compliance with Law.......................................................

         Section 2.10 -- Litigation................................................................

         Section 2.11 -- Brokers or Finders........................................................

         Section 2.12 -- Registrations.............................................................

         Section 2.13 -- Medical Information.......................................................

         Section 2.14 -- Websites and Domain Names.................................................

         Section 2.15 -- Conduct of Business.......................................................

         Section 2.16 -- Knowledge.................................................................

         Section 2.17 -- No Other Representations or Warranties....................................
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Article III. -- Representations and Warranties of Purchaser........................................

         Section 3.01 -- Organization..............................................................

         Section 3.02 -- Authority; Execution and Delivery; Enforceability.........................

         Section 3.03 -- Consents and Approvals; No Violations.....................................

         Section 3.04 -- Brokers and Finders.......................................................

         Section 3.05 -- No Proceedings............................................................

         Section 3.06 -- Availability of Funds.....................................................

         Section 3.07 -- No Active Solicitation for Returns........................................

         Section 3.08 -- No Other Purchaser Representations or Warranties..........................

Article IV. -- Covenants...........................................................................

         Section 4.01 -- Conduct of the Business...................................................

         Section 4.02 -- Access to Information.....................................................

         Section 4.03 -- Confidentiality...........................................................

         Section 4.04 -- Best Efforts..............................................................

         Section 4.05 -- Regulatory Approvals......................................................

         Section 4.06 -- Property Transfer Taxes...................................................

         Section 4.07 -- Publicity.................................................................

         Section 4.08 -- Supplemental Disclosure...................................................

         Section 4.09 -- Further Assurances........................................................

         Section 4.10 -- No Use of Certain Names...................................................

         Section 4.11 -- Geographic Limitations....................................................

         Section 4.12 -- Bulk Transfer Laws........................................................

         Section 4.13 -- Customer Notifications....................................................

         Section 4.14 -- Post-Closing Cooperation..................................................

         Section 4.15 -- Covenant Not to Compete...................................................

         Section 4.16 -- Termination of License Agreement..........................................

Article V. -- Conditions...........................................................................
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         Section 5.01 -- Conditions to Each Party's Obligations....................................

         Section 5.02 -- Conditions to Obligations of Purchaser....................................

         Section 5.03 -- Conditions to Obligations of Seller.......................................

         Section 5.04 -- Waiver of Closing Conditions..............................................

         Section 5.05 -- Frustration of Closing Conditions.........................................

Article VI. -- Termination and Amendment...........................................................

         Section 6.01 -- Termination...............................................................

         Section 6.02 -- Effect of Termination.....................................................

         Section 6.03 -- Amendments and Waivers....................................................

Article VII. -- Survival;  Indemnification.........................................................

         Section 7.01 -- Survival of Representations...............................................

         Section 7.02 -- Indemnification by Seller.................................................

         Section 7.03 -- Indemnification by Purchaser..............................................

         Section 7.04 -- Calculation of Losses.....................................................

         Section 7.05 -- Termination of Indemnification............................................

         Section 7.06 -- Procedures................................................................

         Section 7.07 -- Sole Remedy; No Additional Representations................................

         Section 7.08 -- Limitations on Liability..................................................

Article VIII. -- Miscellaneous.....................................................................

         Section 8.01 -- Notices...................................................................

         Section 8.02 -- Definitions; Interpretation...............................................

         Section 8.03 -- Descriptive Headings......................................................

         Section 8.04 -- Counterparts..............................................................

         Section 8.05 -- Entire Agreement..........................................................

         Section 8.06 -- Fees and Expenses.........................................................

         Section 8.07 -- Governing Law.............................................................

         Section 8.08 -- Specific Performance......................................................

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         Section 8.09 -- Assignment................................................................

         Section 8.10 -- Successors and Assigns....................................................

         Section 8.11 -- Severability..............................................................

         Section 8.12 -- Consent to Jurisdiction...................................................

         Section 8.13 -- Waiver of Jury Trial......................................................

         Section 8.14 -- Attorney Fees.............................................................

Exhibit A -- Form of Assumption Agreement..........................................................

Exhibit B -- Form of General Assignment and Bill of Sale...........................................

Schedule 1.01(a) -- Purchase Price.................................................................

Schedule 1.06(b) -- Purchase Price Adjustment......................................................

Schedule 1.04(c) -- Account of Seller..............................................................

Schedule 1.06 -- Methodology for Calculation of Months of Supply...................................

Schedule 2.03(a) -- Violations.....................................................................

Schedule 2.03(b) -- Consents and Approvals.........................................................

Schedule 2.04 -- Statements of Net Sales and Product Contributions.................................

Schedule 2.05 -- Material Adverse Change Since March 31, 2001......................................

Schedule 2.07(a) -- Intellectual Property..........................................................

Schedule 2.07(b) -- Exceptions to Intellectual Property............................................

Schedule 2.08 -- Contracts with Respect to the Business............................................

Schedule 2.09(a) -- Exeptions to Compliance with Law...............................................

Schedule 2.09(b)(i) -- Exceptions to FDA Compliance................................................

Schedule 2.09(b)(ii) -- FDA Notice Since January 1, 1996...........................................

Schedule 2.10 -- Litigation........................................................................

Schedule 2.12 -- Registrations.....................................................................

Schedule 2.14 -- Websites and Domain Names.........................................................

Schedule 2.15 -- Conduct of Business...............................................................

Schedule 4.01 -- Exceptions to Conduct of Business in the Ordinary Course..........................
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Schedule 7.02(b) -- Limitations on Seller's Indemnification Obligations............................

Schedule 8.02(a) -- Representatives................................................................

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     ASSET PURCHASE AGREEMENT dated as of June 29, 2001, (the "Agreement Date")
between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"), and
Galen (Chemicals) Limited, a Republic of Ireland corporation ("Purchaser").

     Seller has the right, directly or indirectly through its Affiliates, to
manufacture, distribute, market and sell estradiol tablets under the trademark
Estrace(R) throughout the world (excluding, estradiol tablets under the
trademark Estrace(R) for use, distribution, marketing and sale in Canada) and
generic estradiol tablets throughout the world (excluding, Estradiol Tablets for
use, distribution, marketing and sale in Canada and the United States) (each a
"Product", together, the "Products"). Seller desires to sell to Purchaser, and
Purchaser desires to purchase from Seller, the Acquired Assets (Section 8.02(b)
identifies the sections of this Agreement in which this term and other
capitalized terms used herein and not defined in Section 8.02(a) are defined).
In addition, Purchaser has agreed to assume from Seller the Assumed Liabilities.

     Accordingly, the parties hereby agree as follows:

                                   ARTICLE I

                           SALE AND PURCHASE OF ASSETS

SECTION 1.01  PURCHASE AND SALE.

     On the terms and subject to the conditions of this Agreement, at the
Closing, Seller shall, and shall cause its Affiliates to, sell, assign,
transfer, convey and deliver to Purchaser, and Purchaser shall purchase from
Seller and its Affiliates, all the right, title and interest of Seller and such
Affiliates in, to and under the Acquired Assets, for (a) the amount set forth on
Schedule 1.01(a), payable in cash as set forth in Section 1.04, minus the
Purchase Price adjustment, if any, determined in accordance with Section 1.06(b)
(the "Purchase Price") and (b) the assumption by Purchaser of the Assumed
Liabilities. The purchase and sale of the Acquired Assets and the assumption of
the Assumed Liabilities are referred to in this Agreement collectively as the
"Acquisition".

SECTION 1.02  TRANSFER OF ASSETS.

     (a)  The term "Acquired Assets" means all Seller's and its Affiliates'
rights, title and interest in, to and under those certain assets set forth
below:

        (i)    the Intellectual Property;

       (ii)    all Seller's right, title and interest in and to any and all
               regulatory files (including correspondence with regulatory
               authorities), registrations, applications, approvals, licenses
               and permits exclusively relating to the Business or the Acquired
               Assets (including the Products) as of the Closing Date from any
               applicable regulatory authority in any country (other than the
               United States and Canada), in each case to the extent
               transferable in light of regulatory considerations;

      (iii)    all marketing materials, research data, customer and sales
               information, product literature, promotional materials and data,
               advertising and display materials and all training materials in
               whatever medium (e.g., audio, visual or print) exclusively
               related to the Business or to the Acquired Assets (including the
               Products), in each case to the extent transferable in light of
               legal, contractual and practical considerations;


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       (iv)    all records and recorded information, including customer and
               supplier lists exclusively related to the Business or the
               Acquired Assets (including the Products), other than the Retained
               Information, in each case to the extent transferable in light of
               legal, contractual and practical considerations; and

        (v)    all the rights relating to the Acquired Assets set forth in
               clauses (i) and (ii) above, including all claims, counterclaims,
               credits, causes of action, choses in action, rights of recovery
               and rights of setoff.

     (b)  Purchaser acknowledges and agrees that Seller conducts the Business
only in certain jurisdictions and not on a worldwide basis.

     (c)  Purchaser also acknowledges and agrees that it is not acquiring any
rights, title or interest in, to and under any of the following assets (the
"Excluded Assets"):

        (i)    any real estate owned or leased by Seller or any of its
               Affiliates;

       (ii)    all cash and cash equivalents of Seller or any of its Affiliates;

      (iii)    the Names;

       (iv)    all Accounts Receivable;

        (v)    any assets, properties or rights of Seller or any of its
               Affiliates other than the Acquired Assets, except as
               specifically set forth in the Supply Agreement;

       (vi)    any inventories of the Business, including raw materials, goods
               in process, finished goods, packaging supplies and labels;

      (vii)    any manufacturing equipment and packaging assets used in the
               manufacture of the Products, and any warranty rights applicable
               to such manufacturing equipment;

     (viii)    any refund or credit of Taxes attributable to any Excluded Tax
               Liability;

       (ix)    all rights, claims and credits of Seller or any of its
               Affiliates, relating to any Excluded Asset or any Excluded
               Liability, including any such items arising under insurance
               policies and all guarantees, warranties, indemnities and similar
               rights in favor of Seller or any of its Affiliates relating to
               any Excluded Asset or any Excluded Liability;

        (x)    all rights of Seller or any of its Affiliates under this
               Agreement and the Related Instruments;

       (xi)    all Retained Information, except as set forth in Section 4.02(b);
               and

      (xii)    NDAs, except as specifically set forth in the Supply Agreement.

     (d)  Purchaser shall acquire the Acquired Assets free and clear of all
liabilities, obligations and commitments of Seller or any of its Affiliates,
other than the Assumed Liabilities, and free and clear of all Liens, other than
Permitted Liens.

SECTION 1.03  ASSUMED LIABILITIES.


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     (a)   Upon the terms and subject to the conditions of this Agreement,
Purchaser shall assume, effective as of the Closing, and from and after the
Closing, Purchaser shall pay, perform and discharge when due, only the following
liabilities, obligations and commitments of Seller and its Affiliates (the
"Assumed Liabilities").


        (i)    except to the extent set forth in Section 1.03(c)(ii), all
               liabilities arising out of or relating to any product liability,
               breach of warranty or similar claim for injury to person or
               property, regardless of when asserted, which resulted from the
               use or misuse of the Products or otherwise related to the
               Products (including all Proceedings relating to any such
               liabilities);

       (ii)    except to the extent set forth in Section 1.03(c)(iii) (A) and
               (B), all liabilities arising out of or relating to the return of
               any Product on or after the Closing Date, whether or not sold by
               Seller or its Affiliates prior to, on or after the Closing Date;

      (iii)    except to the extent set forth in Section 1.03(c)(iii)(C), all
               liabilities arising out of or relating to any rebates or
               chargebacks related to any Product;

       (iv)    all liabilities for Taxes arising out of or relating to, directly
               or indirectly, the Business or the Acquired Assets (including the
               Products) or the ownership, sale or lease of any of the Acquired
               Assets, other than the Excluded Tax Liabilities; and

        (v)    all other liabilities, obligations and commitments of whatever
               kind and nature, primary or secondary, direct or indirect,
               absolute or contingent, known or unknown, whether or not accrued,
               arising out of or relating to, directly or indirectly, the
               Business or the Acquired Assets (including the Products) or the
               ownership, sale or lease of any of the Acquired Assets but only
               to the extent related to any period on or after the Closing Date.

     (b)  Purchaser and Seller hereby agree to reimburse one another, U.S.
dollar for dollar, in the event that (i) any of their or their respective
Affiliate's customers offset, against accounts payable by such customer to
Seller or Purchaser or their respective Affiliates, the cost of any Product
returned by such customer, or (ii) they or any of their respective Affiliates
are required to issue a credit for the account of any customer for returns, in
each case which are the responsibility of the other party hereto pursuant to
this Section 1.03. Seller and Purchaser agree to, and to cause their respective
Affiliates to, provide notice to one another of any such offset or issuance of
credit for which such party or its Affiliate is entitled to be reimbursed
pursuant to this Section 1.03(b). Payment shall be made promptly following
receipt of notice of any such offset by or issuance of a credit to a customer
(together with supporting documentation). Seller and Purchaser shall, and Seller
shall cause its Affiliates to, cooperate to ensure that a customer does not
offset returns of any Product against both Seller (or any of its Affiliates) and
Purchaser.

     (c)  Notwithstanding any other provision of this Agreement or any Related
Instrument, Purchaser shall not assume any Excluded Liability, each of which
shall be retained and paid, performed and discharged when due by Seller and its
Affiliates. The term "Excluded Liability" shall mean:

        (i)    accounts payable and liabilities, obligations and commitments of
               Seller or any of its Affiliates for materials and services with
               respect to the


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               manufacture of any Product (it being understood that these
               obligations are ones that are not covered by sections 1.03(a)(i),
               (ii) or (iii));

       (ii)    all liabilities arising out of or relating to any product
               liability, breach of warranty or similar claim for injury to
               person or property, regardless of when asserted, which resulted
               from the use or misuse of Products manufactured by or on behalf
               of Seller and shipped to a third party prior to the Closing (the
               "Shipped Products") or otherwise related to the Shipped Products
               (including all Proceedings relating to any such liabilities);

      (iii)    all liabilities arising out of or relating to (A) the return
               after the Closing Date of any Shipped Products which returns are
               a result of adulteration or misbranding (within the meaning of
               the FDA Act or the rules and regulations promulgated thereunder)
               by Seller, (B) the return during the six (6) month period after
               the Closing Date of any Shipped Product that on the date of
               return has an expiration date that is less than six (6) months
               after such date of return, including expired Product (with all
               such returns to be shipped at Seller's expense F.O.B. BMS'
               designated Return Goods Processor, The Ballantine Group, Inc.'s
               facility; and (C) rebates or chargebacks related to any Shipped
               Products;

       (iv)    any Tax payable with respect to any business, asset, property or
               operation of Seller or any member of any affiliated group of
               which Seller is a member (including any Taxes relating to or
               arising out of the operation of the Business) for any Pre-Closing
               Tax Period, other than any Tax for which Purchaser is responsible
               pursuant to Section 4.06 ("Excluded Tax Liability");

        (v)    any liability, obligation or commitment of Seller or any of its
               Affiliates arising out of or relating to any Excluded Asset;

       (vi)    any liability, obligation or commitment of any kind arising out
               of or relating to employment, compensation or benefits (including
               severance) for the present or future employees of Seller or any
               of its Affiliates for all employment relating to the Business;

      (vii)    all liabilities arising out of or relating to (A) any
               investigation by any Governmental Entity relating to the pricing
               of Shipped Products (the "Pricing Investigation") or (B) any
               private litigation to the extent that such litigation relates to
               a Pricing Investigation; and

     (viii)    except to the extent specifically provided in Section 1.03(a)
               (i), (ii), (iii) and (iv), all other liabilities, obligations and
               commitments of whatever kind and nature, primary or secondary,
               direct or indirect, absolute or contingent, known or unknown,
               whether or not accrued, arising out of or relating to, directly
               or indirectly, the Business or the Acquired Assets (including the
               Products) but only to the extent related to any period prior to
               the Closing Date.

     (d)  Each of Purchaser's and Seller's obligations under this Section 1.03
will not be subject to offset or reduction by reason of any actual or alleged
breach of any representation, warranty or covenant contained in this Agreement
or any Related Instrument or any right or alleged right to indemnification
hereunder.


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     (e)  For the avoidance of doubt, if there is any conflict between the terms
of this Section 1.03 and the terms of the Supply Agreement with respect to any
liabilities arising out of, or related to, directly or indirectly, the Products
(as such term is defined in the Supply Agreement) sold by Seller or its
Affiliates to Purchaser pursuant to the Supply Agreement, the terms of the
Supply Agreement shall govern.

SECTION 1.04  CLOSING.

     (a)  The consummation of the transactions contemplated by this Agreement
("Closing") will, subject to the satisfaction or waiver of the conditions set
forth in Article V hereof, take place at 5:00 p.m. on June 29, 2001 or at such
other time as shall be mutually agreed upon by the parties. The date on which
Closing occurs is referred to herein as the "Closing Date."

     (b)  At Closing, Seller shall deliver or cause to be delivered to
Purchaser, the following: (i) a duly executed Bill of Sale; and (ii) the
Seller's Officer's Certificate.

     (c)  At Closing, Purchaser shall deliver to Seller, the following: (i) cash
in the aggregate amount set forth in Schedule 1.01(a) by electronic funds
transfer of immediately available United States Dollars in the amounts and to
the accounts of such entities as are designated by Seller on Schedule 1.04(c)
(with such entities to designate to Purchaser in writing not less than two (2)
business days prior to Closing the relevant account numbers of the accounts to
which such transfers should be made); (ii) a duly executed instrument of
assumption of the Assumed Liabilities substantially in the form of Exhibit A
(the "Assumption Agreement"); and (iii) the Purchaser's Officer's Certificate.

SECTION 1.05  RISK OF LOSS.

     Until Closing, any loss of or damage to the Acquired Assets from fire,
casualty or any other occurrence shall be the sole responsibility of Seller or
its Affiliates, as applicable. At Closing, title to the Acquired Assets shall be
transferred to Purchaser and Purchaser shall thereafter bear all risk of loss
associated with the Acquired Assets and be solely responsible for procuring
adequate insurance to protect the Acquired Assets against any such loss.

SECTION 1.06  PURCHASE PRICE ADJUSTMENT.

     (a)  Promptly after execution of this Agreement, Seller shall retain IMS
Health Incorporated ("IMS") to determine the Months of Supply of the Product
that was held by Seller's or its Affiliates' wholesale and chain customers, as
of June 30, 2001 (the "Calculation Date"). "Months of Supply" shall be
calculated as well as by Quality King, using the methodology set forth on
Schedule 1.06. For purposes of this Section 1.06, Product means estradiol
tablets under the trademark Estrace(R) only. Seller shall request that IMS
deliver to each of Seller and Purchaser, as soon as practicable after the
Closing Date, a notice (the "IMS Notice") setting forth the Months of Supply as
of the Calculation Date for the Product.

     (b)  The Purchase Price shall be adjusted in accordance with the formula
set forth on Schedule 1.06(b).

     (c)  Notwithstanding anything to the contrary set forth in this Agreement,
the foregoing shall be Purchaser's sole and exclusive remedy with respect to
Seller's ( and its Affiliates') sales practices related to incentives or other
inducements to purchase the Product offered, or volume of the Product sold, to
Seller's (or such Affiliates') customers, in each case, prior to the Closing
Date. Purchaser shall not be entitled to recovery under Article VII for any
Losses arising from


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any breaches of representations and warranties or breaches of covenants in this
Agreement or in any Related Instrument relating to such sales practices or
volume of sales.

                                  ARTICLE II.

                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Purchaser, as of the Agreement Date, as
follows:

SECTION 2.01  ORGANIZATION.

     Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Each of Seller and its
Affiliates has all requisite corporate power and authority to own, lease and
operate the Acquired Assets and to carry on the Business as they are presently
conducted.

SECTION 2.02  AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.

     Seller has the requisite corporate power and authority to execute and
deliver this Agreement and to perform all of its obligations hereunder, and each
of Seller and its Affiliates has the requisite corporate power and authority to
execute and deliver each Related Instrument to which it is a party and to
perform all of its obligations thereunder. The execution and delivery of this
Agreement and the Related Instruments and the performance by Seller and its
Affiliates of their respective obligations hereunder and thereunder have been
authorized by all requisite corporate action on their respective parts. This
Agreement has been validly executed and delivered by Seller and (assuming that
this Agreement has been duly authorized, executed and delivered by Purchaser)
constitutes, and each Related Instrument that is to be executed and delivered by
Seller or an Affiliate of Seller will constitute when executed and delivered by
Seller or such Affiliate, as applicable (assuming that such Related Instrument
has been duly authorized, executed and delivered by Purchaser to the extent
applicable), a valid and binding obligation of such party, enforceable against
such party in accordance with its terms.

SECTION 2.03  CONSENTS AND APPROVALS; NO VIOLATIONS.

     (a)  Except as set forth on Schedule 2.03(a), neither the execution and
delivery of this Agreement nor any Related Instrument by Seller or any Affiliate
of Seller party thereto, nor the performance by Seller or such Affiliate of its
obligations hereunder or thereunder will (i) violate the certificate of
incorporation, by-laws or other organizational document of Seller or such
Affiliate, (ii) conflict with or result in a violation or breach of, or
constitute a default under, any contract, agreement or instrument to which
Seller or such Affiliate is a party or by which Seller or such Affiliate or the
Acquired Assets are bound, or result in the creation or imposition of any Lien
upon any of the Acquired Assets or (iii) violate or conflict with any law, rule,
regulation, judgment, order or decree of any court applicable to Seller, such
Affiliate or the Acquired Assets, except in the case of clauses (ii) or (iii)
for violations, breaches or defaults which would not result in a Material
Adverse Effect, have a material adverse effect on Seller's ability to consummate
the transactions contemplated hereby or materially delay the consummation of the
transactions contemplated hereby.

     (b)  Except for the applicable requirements of the HSR Act and except as
set forth on Schedule 2.03(b), no filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary for the
consummation by Seller of the transactions contemplated by this Agreement,
except for those filings, permits, authorizations, consents or approvals the
failure of which to be made or obtained would not result in a Material Adverse

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Effect, materially impair Seller's ability to consummate the transactions
contemplated hereby or materially delay the consummation of the transactions
contemplated hereby.

SECTION 2.04  FINANCIAL STATEMENTS.

     Schedule 2.04 sets forth the "Statements of Net Sales and Products
Contribution" for the Products for the years ended December 31, 1998, 1999, 2000
and the quarter ended March 31, 2001 (collectively, the "Financial Statements").
The Financial Statements have been prepared in accordance with Seller's
accounting policies applied on a consistent basis, which are in accordance with
GAAP and fairly present, in all material respects, as of the dates thereof and
for the periods then ended the product contribution (as described therein) of
the Business.

SECTION 2.05  ABSENCE OF CERTAIN CHANGES.

     Except as set forth on Schedule 2.05, since March 31, 2001 and through the
Agreement Date, there has not been any material adverse change in the business
or results of operations of the Business, taken as a whole. Except as set forth
on Schedule 2.05, since March 31, 2001 and through the Agreement Date, Seller
has caused each Business to be conducted in the ordinary course. Except as set
forth on Schedule 2.05, since March 31, 2001 and through the Agreement Date,
none of Seller or its Affiliates has taken any action that, if taken after the
Agreement Date, would constitute a breach of any of the covenants set forth in
Section 4.01.

SECTION 2.06  TITLE OF ASSETS.

     Seller or an Affiliate of Seller has, or as of the Closing Date will have,
good and valid title to all the Acquired Assets, except, in the case of the
Acquired Assets set forth in clauses (iii) and (iv) of Section 1.02(a), those
sold or otherwise disposed of in the ordinary course of business consistent with
past practices and not in violation of this Agreement, in each case free and
clear of all Liens, other than Permitted Liens. This Section 2.06 does not
relate to Intellectual Property, which is the subject of Section 2.07.

SECTION 2.07  INTELLECTUAL PROPERTY.

     (a)  Schedule 2.07(a) sets forth a complete and correct list of (i) all
patented or registered Intellectual Property and pending patent applications or
other applications for registration of Intellectual Property; (ii) all common
law trademarks and service marks used exclusively in the Business, and (iii) all
licenses or agreements to which Seller or any of its Affiliates is a party with
respect to the Intellectual Property.

     (b)  Except as set forth on Schedule 2.07(b):

        (i)    Seller or one of its Affiliates owns and possesses all right,
               title and interest in, to and under the Intellectual Property
               used in the Business free and clear of any liens, encumbrances or
               other restrictions; and no claim by any third party contesting
               the validity, enforceability, use or ownership of any such
               Intellectual Property has been made and is currently outstanding,
               nor to the Knowledge of Seller, is any threatened;

       (ii)    none of Seller or any of its Affiliates has received any notices
               of, nor is aware of any facts which would indicate a reasonable
               likelihood of, any infringement or misappropriation by, or
               conflict with, any third party with respect to the Intellectual
               Property used in the Business (including any demand or request
               that Seller license rights from a third party); and



                                       7
<PAGE>   14


      (iii)    to the Knowledge of Seller, the conduct of the Business does
               not infringe, misappropriate or otherwise conflict with any
               rights of any third parties.

     (c)  No present or former employee or consultant of Seller and no other
person owns or has any proprietary, financial or other interest, direct or
indirect, in the Intellectual Property used in the Business.

SECTION 2.08  CONTRACTS.

     Except as set forth on Schedule 2.08, none of Seller or its Affiliates is a
party to or bound by any oral or written contract, lease, license, indenture,
agreement, commitment or any other legally binding arrangement, that is used,
held for use or intended for use, primarily in, or that arises primarily out of,
the operation or conduct of the Business and under which Purchaser will have any
liability or other obligation after the Closing ("Contracts") and that is:

        (i)    or contains a covenant not to compete or covenants that in any
               way purport to restrict the business activity of Seller and/or
               its Affiliates or limit the freedom of Seller and/or its
               Affiliates to engage in the Business or to compete with any
               Person or otherwise restricts the rights of Seller and/or its
               Affiliates to use or disclose any information in its or their
               possession;

       (ii)    a Contract involving payment by Seller and/or any of its
               Affiliates of more than $50,000 or extending for a term more than
               180 days from the Agreement Date (unless terminable without
               payment or penalty upon no more than 60 days' notice), other than
               purchase orders entered into in the ordinary course of the
               Business consistent with past practice;

      (iii)    a Contract involving the obligation of Seller and/or any of
               its Affiliates to deliver products or services for payment of
               more than $50,000 or extending for a term more than 180 days from
               the Agreement Date (unless terminable without payment or penalty
               upon no more than 60 days' notice), other than sales orders
               entered into in the ordinary course of the Business consistent
               with past practice; or

       (iv)    a Contract for the sale of any Acquired Asset (other than
               inventory sales in the ordinary course of business) or the grant
               of any preferential rights to purchase any Acquired Asset or
               requiring the consent of any party to the transfer thereof or
               that creates a relationship with any distributor, dealer,
               manufacturer's representative or sales agency or that provides
               for payments to or by any Person based on sales, purchases, or
               profits, other than direct payments for goods; or

        (v)    a lease, installment or conditional sale agreement, or other
               Contract affecting the ownership of, leasing of, title to, use of
               or any other interest in any Acquired Assets (except personal
               property leases and installment or conditional sales agreements
               having a value per item or aggregate payments of less than
               $50,000 or extending for a term less than 180 days from the
               Agreement Date (unless terminable without payment or penalty upon
               no more than 60 days' notice)).

     Except as set forth in Schedule 2.08, all Contracts listed in the Schedules
are valid, binding and in full force and effect, except for such failures to be
valid, binding, and in full force and effect that, individually or in the
aggregate, have not had and could not reasonably be

                                       8
<PAGE>   15
expected to have a Material Adverse Effect. Except as set forth in Schedule
2.08, Seller or its Affiliates have performed all obligations required to be
performed by them to date under the Contracts, and they are not (with or without
the lapse of time or the giving of notice, or both) in breach or default in any
respect thereunder and, to the Knowledge of Seller, no other party to any
Contract is (with or without the lapse of time or the giving of notice, or both)
in breach or default in any respect thereunder, except for such noncompliance,
breaches and defaults that, individually or in the aggregate, have not had and
could not reasonably be expected to have a Material Adverse Effect. Complete and
correct copies of all Contracts listed in the Schedules, together with all
modifications and amendments thereto, have been made available to Purchaser.

SECTION 2.09  COMPLIANCE WITH LAW.

     (a)  Except as set forth on Schedule 2.09(a) or to the extent that it could
not reasonably be expected to have a Material Adverse Effect, (i) the Business
is conducted in compliance with all permits, government licenses, registrations,
approvals, concessions, franchises, authorizations, orders, injunctions and
decrees and applicable laws, including the United States Food, Drug and
Cosmetics Act of 1938, as amended from time to time (the "FDA Act"), (ii) all
governmental licenses, permits, registrations, approvals, concessions,
franchises and authorizations principally employed in, or necessary to the
ongoing conduct of, the Business are in full force and effect, (iii) since
January 1, 1996, no Governmental Entity has served notice that Seller and its
Affiliates (with respect to the Business), the Business or the Acquired Assets
were or are in violation of any law, statute, ordinance, rule, regulation or
order in any jurisdiction and, to the Knowledge of Seller, there are no grounds
for the same and (iv) since January 1, 1996, none of Seller or any of its
Affiliates has received written notice from any United States Governmental
Entity or any other Governmental Entity that there are any circumstances
currently existing which would lead to any loss or refusal to renew any
governmental licenses, permits, registrations, approvals, concessions,
franchises and authorizations on terms less advantageous to Seller and its
Affiliates than the terms of those licenses, permits, registrations, approvals,
concessions, franchises and authorizations currently in force.

     (b)

        (i)    Except as set forth on Schedule 2.09(b)(i), the Business is
               conducted in compliance in all material respects with all
               applicable laws and regulations in connection with the
               preparation and submission to the FDA of each of the NDAs
               relating to the Products, and each of the NDAs has been approved
               by, and none of Seller or any of its Affiliates has received any
               notice in writing which has, or reasonably should have, led
               Seller to believe that any of the NDAs are not currently in good
               standing with the FDA. To its Knowledge, Seller or its Affiliates
               have filed with the FDA all required notices, supplemental
               applications and annual or other reports, including adverse
               experience reports, with respect to each NDA which is material to
               the conduct of the Business as currently conducted by Seller.
               Except as set forth on Schedule 2.09(b)(i), with respect to the
               Products for which an NDA has been approved by the FDA, the
               applicant and all persons performing operations covered by the
               application acted in compliance in all material respects with 21
               U.S.C.ss.ss.355 or 357, 21 C.F.R. Parts 314 or 430 et. seq.,
               respectively, and all terms and conditions of such application.
               Except as set forth on Schedule 2.09(b)(i) none of Seller or any
               of its Affiliates or any of their agents have prepared or have
               any rights to any ANDA filings (or equivalent non-U.S. filings)
               relating to the Products.

                                       9



<PAGE>   16
       (ii)    Except as set forth on Schedule 2.09(b)(ii), neither Seller nor
               any of its Affiliates has received any notice since January 1,
               1996 that any United States governmental or regulatory agency
               (including the FDA) has commenced, or, to the Knowledge of
               Seller, threatened to initiate any action to withdraw its
               approval or request the recall of any Product, or commenced or
               threatened to initiate any action to enjoin production of the
               Products at any facility.

      (iii)    All manufacturing operations conducted by Seller and its
               Affiliates relating to the manufacturing of the Products are
               being conducted in compliance in all material respects with
               current good manufacturing practices as set forth in 21 C.F.R.
               Parts 210 and 211.

       (iv)    Seller and its Affiliates have made available to Purchaser
               copies of all material (A) reports of inspection observations,
               (B) establishment inspection reports, and (C) warning letters as
               well as any other documents received by Seller or any of its
               Affiliates from the FDA relating to the Products and/or arising
               out of the conduct of the Business that assert ongoing material
               lack of compliance with any material applicable laws or
               regulatory requirements (including those of the FDA) by Seller or
               its Affiliates.

SECTION 2.10  LITIGATION.

     (a)  As of the Agreement Date, except as set forth on Schedule 2.10,
there is no claim, action, or proceeding, including product liability claims
(collectively, a "Proceeding"), pending or, to Seller's Knowledge, threatened
against Seller or its Affiliates in respect of the Acquired Assets (including
the Products), the conduct of the Business or the transactions contemplated by
this Agreement and each Related Instrument, in respect of which Purchaser would
become liable as a result of the consummation of the transactions contemplated
hereby which is reasonably likely to be adversely determined, and if adversely
determined, is reasonably likely to result in a Material Adverse Effect.

     (b)  There are no outstanding orders, injunctions or decrees of any United
States Governmental Entity that apply to the Acquired Assets (or will apply to
Purchaser after Closing) that restrict the ownership, disposition or use of the
Acquired Assets or the conduct of the Business, in each case, in any material
respect.

SECTION 2.11  BROKERS OR FINDERS.

     Neither Seller nor any of its Affiliates has retained any agent, broker,
investment banker, financial advisor or other firm or Person that is or will be
entitled to any brokers' or finder's fee or any other commission or similar fee
in connection with any of the transactions contemplated by this Agreement, and
there are no claims for any of the foregoing.

SECTION 2.12  REGISTRATIONS.

     Schedule 2.12 sets forth all regulatory approvals for the Products.

SECTION 2.13  MEDICAL INFORMATION.

     Seller has made available to Purchaser copies of (a) all serious adverse
event reports and periodic adverse event reports with respect to the Products
that have been filed with the FDA since January 1, 1996, including any material
correspondence or other material documents

                                       10

<PAGE>   17
relating thereto, (b) a schedule of all payouts made by Seller since January 1,
1996 to end-users in respect of claims relating to the Products and (c) a
schedule of all actual or threatened claims made by end-users since January 1,
1996 against Seller or its Affiliates relating to the Products.

SECTION 2.14  WEBSITES AND DOMAIN NAMES.

     Other than the domain names set forth on Schedule 2.14, none of Seller or
any of its Affiliates has any interest or ownership rights in any domain names
or websites exclusively relating to the Products.

SECTION 2.15  CONDUCT OF BUSINESS.

     Seller conducts the Business in the countries, territories and possessions
set forth in Schedule 2.15.

SECTION 2.16  KNOWLEDGE.

     The individuals set forth on Schedule 8.02(a) are Seller's and its
Affiliates' representatives with primary responsibility in their respective
areas of expertise.

SECTION 2.17  NO OTHER REPRESENTATIONS OR WARRANTIES.

     Except for the representations and warranties contained in this Article II
(including the Schedules), the Seller's Officer's Certificate and the Related
Instruments, none of Seller, its Affiliates or any other Person makes any other
express or implied representation or warranty on behalf of Seller or any of its
Affiliates.

                                  ARTICLE III.

                  REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to Seller, as of the Agreement Date,
as follows:

SECTION 3.01  ORGANIZATION.

     Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of Northern Ireland. Purchaser has all requisite
corporate power and authority to own, lease and operate its properties and to
conduct its business as now being conducted.

SECTION 3.02  AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.

     Purchaser has the requisite corporate power and authority to execute and
deliver this Agreement and the Related Instruments and to perform its
obligations hereunder and thereunder. The execution and delivery of this
Agreement and the Related Instruments and the performance by Purchaser of its
obligations hereunder and thereunder have been authorized by all requisite
corporate action on the part of Purchaser. This Agreement has been validly
executed and delivered by Purchaser and, assuming that this Agreement has been
duly authorized, executed and delivered by Seller, constitutes, and each Related
Instrument that is to be executed and delivered by Purchaser will constitute
when executed and delivered by Purchaser (assuming that such Related Instrument
has been duly authorized, executed and delivered by Seller and/or its Affiliates
to the extent applicable), a valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms.

SECTION 3.03  CONSENTS AND APPROVALS; NO VIOLATIONS.

                                       11


<PAGE>   18
     (a)  Neither the execution and delivery of this Agreement nor any Related
Instrument by Purchaser nor the performance by Purchaser of its obligations
hereunder or thereunder will (i) violate the certificate of incorporation,
by-laws or other organizational document of Purchaser, (ii) conflict with or
result in a violation or breach of, or constitute a default under, any contract,
agreement or instrument to which Purchaser is a party or by which any of its
properties or assets are bound or (iii) violate or conflict with any law, rule,
regulation, judgment, order or decree, except in the case of clauses (ii) or
(iii) for violations, breaches or defaults which would not have a material
adverse effect on Purchaser's ability to consummate the transaction contemplated
hereby or materially delay the consummation of the transactions contemplated by
this Agreement.

     (b)  Except for the applicable requirements of the HSR Act, no filing with,
and no permit, authorization, consent or approval of, any Governmental Entity is
necessary for the consummation by Purchaser of the transactions contemplated by
this Agreement, except for those filings, permits, authorizations, consents or
approvals the failure of which to be made or obtained would not materially
impair Purchaser's ability to consummate the transaction contemplated hereby or
materially delay the consummation of the transactions contemplated hereby.

SECTION 3.04  BROKERS AND FINDERS.

     Neither Purchaser nor its Affiliates has retained any agent, broker,
investment banker, financial advisor or other firm or Person that is or will be
entitled to any brokers' or finder's fee or any other commission or similar fee
in connection with any of the transactions contemplated by this Agreement, and
there are no claims for any of the foregoing.

SECTION 3.05  NO PROCEEDINGS.

     There is no Proceeding, pending or, to the Knowledge of Purchaser,
threatened against Purchaser which would affect Purchaser's ability to
consummate the transactions contemplated by this Agreement and each Related
Instrument.

SECTION 3.06  AVAILABILITY OF FUNDS.

     Purchaser as of the Closing Date will have, available funds necessary to
consummate the transaction contemplated by this Agreement.

SECTION 3.07  NO ACTIVE SOLICITATION FOR RETURNS.

     To the extent that the Products do not have any safety or efficacy issues,
Purchaser agrees that it shall not actively solicit their customers to return
Products with a shelf life of at least six months from the Closing Date that was
sold by Seller.

SECTION 3.08  NO OTHER PURCHASER REPRESENTATIONS OR WARRANTIES.

     Except for the representations and warranties contained in this
Article III, the Purchaser's Officer's Certificate and the Related Instruments
neither Purchaser nor any other Person makes any other express or implied
representation or warranty on behalf of Purchaser.

                                  ARTICLE IV.

                                   COVENANTS

                                       12


<PAGE>   19
SECTION 4.01  CONDUCT OF THE BUSINESS.

     During the period from the date hereof until the Closing, Seller shall,
except as otherwise contemplated by this Agreement or as set forth on Schedule
4.01, and shall cause its Affiliates to, operate the Business only in the
ordinary course of business consistent with past practices and shall, and shall
cause its Affiliates to, use its or their reasonable efforts to preserve intact
the Acquired Assets and the Business. Without limiting the generality of the
foregoing, and except as otherwise contemplated by this Agreement, from the
Agreement Date until the Closing Date, without the prior written consent of
Purchaser (which consent shall not be unreasonably withheld), Seller: (a) shall
not, and shall cause its Affiliates not to, mortgage, pledge or subject to any
Lien (other than Permitted Liens) any Acquired Asset; (b) shall, and shall cause
its Affiliates to, use its and their reasonable efforts to maintain satisfactory
relationships with and preserve the goodwill of suppliers and customers in
connection with the conduct of the Business; (c) shall not, and shall cause its
Affiliates not to, transfer or grant any rights or options in or to any of the
Acquired Assets except for the transfer of inventory in the ordinary course of
business; (d) shall not, and shall cause its Affiliates not to, transfer to any
third party any rights under any licenses, sublicenses or other agreements with
respect to any Intellectual Property; (e) shall, and shall cause its Affiliates
to, conduct its marketing and promotional activities with respect to the
Products in the ordinary course of the Business consistent with past practices;
(f) shall not, and shall cause its Affiliates not to, institute any new methods
of purchase, sale or operation nor institute any changes in the product pricing
or in promotional allowances other than in the ordinary course of the Business
consistent with past practices; (g) shall not, and shall cause its Affiliates
not to, make any material changes in selling, pricing or advertising practices
inconsistent with past practices; and (h) shall not launch any Product packaging
changes or Products line extensions. Without limiting the foregoing in clause
(g), Seller shall not, and shall cause its Affiliates not to, engage in any
special promotions of any Product or establish any tie-ins of any Product with
any of Seller's or its Affiliates' other products.

SECTION 4.02  ACCESS TO INFORMATION.

     (a)  After the date hereof and prior to Closing, Seller shall, and shall
cause its Affiliates to, permit Purchaser and its representatives and agents to
have reasonable access during normal business hours to Seller's and its
Affiliates' books and records, manufacturing facilities and personnel primarily
relating to the Acquired Assets and the Business and Seller shall, and shall
cause its Affiliates to, furnish promptly to Purchaser such available
information concerning the Acquired Assets and the Business as Purchaser may
reasonably request; provided, however, that such access does not unreasonably
disrupt the normal operations of Seller, its Affiliates or the Business.

     (b)  In addition, at any time prior to, on or after the Closing (i) Seller
shall cooperate with Purchaser in making Retained Information available, (ii)
Seller shall furnish copies (the first such copy being at Seller's cost and any
additional copies being at Purchaser's cost) of such Retained Information for
review by Purchaser, to the extent practicable, at the reasonable request of
Purchaser, including but not limited to the provision of a full copy of the NDA
(other than portions of the NDA that pertain to supplemental registrations filed
on behalf of Novartis and its Affiliates pursuant to the Novartis Agreements and
(iii) upon written notice from Purchaser of any request for Retained
Information, Seller shall promptly designate appropriate contacts with respect
thereto, and shall make such contacts reasonably available to Purchaser. Such
Retained Information shall be used by Purchaser only as provided in the Supply
Agreement.

SECTION 4.03   CONFIDENTIALITY.

     (a)  Purchaser acknowledges that the information being provided to it in
connection with the Acquisition and the consummation of the other transactions
contemplated hereby is

                                       13
<PAGE>   20
subject to the terms of a confidentiality agreement between Purchaser and Seller
dated January 21, 2001 (the "Confidentiality Agreement"), the terms of which are
incorporated herein by reference. Effective upon, and only upon, the Closing,
the Confidentiality Agreement shall terminate with respect to information
relating solely to the Business or otherwise included in the Acquired Assets or
relating to the Products; provided, however, that Purchaser acknowledges that
any and all other information provided to it by Seller or Seller's
representatives concerning Seller and its Affiliates shall remain subject to the
terms and conditions of the Confidentiality Agreement after the Closing Date.
Notwithstanding the foregoing, Seller acknowledges and agrees that Purchaser may
(i) disclose to prospective lenders (to the extent required by such lenders) all
information relating to the Business delivered to such persons in connection
with the financing of the transactions contemplated by this Agreement and (ii)
publicly disclose Retained Information relating to the Business (A) if and to
the extent required by applicable law, rule or regulation or (B) with the
consent of Seller (not to be unreasonably withheld).

     (b)  Each of Purchaser and Seller agrees that the terms of this Agreement
and the Related Instruments shall not be disclosed or otherwise made available
to the public and that copies of this Agreement and the Related Instruments
shall not be publicly filed or otherwise made available to the public, except
where such disclosure, availability or filing is required by applicable law and
only to the extent required by such law. In the event that such disclosure,
availability or filing is required by applicable law, each of Purchaser and
Seller (as applicable) agrees to use commercially reasonable efforts to obtain
"confidential treatment" of this Agreement and the Related Instruments with the
U.S. Securities and Exchange Commission (or the equivalent treatment by any
other Governmental Entity) and to redact such terms of this Agreement and the
Related Instruments as the other party shall request.

     (c)  Seller shall use commercially reasonable efforts to keep confidential,
and to cause its Affiliates and its and their officers, directors, employees and
advisors to keep confidential, all information relating to the Business, except
(i) as required to be disclosed by Seller under any of its existing agreements
with Roberts, Novartis or any of their respective Affiliates, (ii) as used by
Seller and its Affiliates in the manufacture, development, use and sale of the
products other than a Competitive Business Product, and (iii) as required by law
or administrative process and except for information that is available to the
public on the Closing Date, or thereafter becomes available to the public other
than as a result of a breach of this Section 4.03(c). The covenant set forth in
this Section 4.03(c) shall terminate five (5) years after the termination of the
Supply Agreement.

SECTION 4.04  BEST EFFORTS.

     (a)  On the terms and subject to the conditions of this Agreement, and
subject to Section 3.06 with respect to Purchaser's obligation to have
sufficient funds, each party shall use its best efforts to cause the Closing to
occur, including taking all reasonable actions necessary to comply promptly with
all legal requirements that may be imposed on it or any of its Affiliates with
respect to the Closing. Without limiting the foregoing or the provisions set
forth in Section 4.05, Purchaser and Seller shall use their respective best
efforts to cause the Closing to occur on or prior to June 29, 2001.

SECTION 4.05  REGULATORY APPROVALS.

     (a)  On May 29, 2001, each of Purchaser and Seller filed appropriate forms
under the HSR Act with the United States Federal Trade Commission ("FTC") and
the United States Department of Justice ("DOJ"). Each of Seller and Purchaser
shall as promptly as practicable, supply the FTC and the DOJ such supplemental
information requested, if any, in connection with the transactions contemplated
hereby pursuant to the HSR Act. Any supplemental information shall be in
substantial compliance with the requirements of the HSR Act. Each of Purchaser
and

                                       14
<PAGE>   21
Seller shall furnish to the other such necessary information and reasonable
assistance as the other may request in connection with its preparation of any
submission that is necessary under the HSR Act. Seller and Purchaser shall keep
each other apprised of the status of any communications with, and any inquiries
or requests for additional information from, the FTC and the DOJ and shall
comply promptly with any such inquiry or request. Each of Seller and Purchaser
shall use its best efforts to obtain any clearance required under the HSR Act
for the consummation of the transactions contemplated by this Agreement.

     (b)  Except as provided in Section 4.05(a), each of Seller and Purchaser
shall use commercially reasonable efforts to procure all applicable regulatory
approvals necessary to consummate the transactions contemplated hereby,
including the transfer from Seller to Purchaser, within 90 days of the Closing
Date, of all Seller's rights, title and interest to regulatory approvals
relating to the Products or the Business.

SECTION 4.06  PROPERTY TRANSFER TAXES.

     Except as otherwise provided herein, any fees, charges, Taxes or other
payments required to be made to any Governmental Entity in connection with the
transfer of the Acquired Assets and the assignment and the assumption of the
Assumed Liabilities pursuant to the terms of this Agreement shall be paid 50% by
Seller and 50% by Purchaser. Seller and Purchaser shall cooperate in timely
making and filing all filings, Tax Returns, reports and forms as may be required
with respect to any Taxes payable in connection with the transfer of the
Acquired Assets.

SECTION 4.07  PUBLICITY.

     Except as otherwise required by law or applicable stock exchange
requirements, prior to Closing neither Purchaser nor Seller shall, and each of
them shall cause their respective Affiliates, representatives and agents not to,
issue or cause the publication of any press release or public announcement with
respect to the transactions contemplated by this Agreement without the express
prior written approval of the other party, which approval shall not unreasonably
be withheld. The content of the initial press release announcing the execution
of this Agreement shall be mutually agreed by Purchaser and Seller.

SECTION 4.08  SUPPLEMENTAL DISCLOSURE.

     Seller shall have the right from time to time prior to the second business
day preceding Closing to supplement or amend the Schedules with respect to any
matter hereafter arising or discovered which if existing or known on the
Agreement Date would have been required to be set forth or described in any such
Schedule. Any such supplemental or amended disclosure shall not be deemed to
have cured any breach of any representation or warranty made in this Agreement
for purposes of determining whether or not the conditions set forth in Article V
have been satisfied, but will be deemed to have cured any such breach of
representation or warranty made in this Agreement and to have been disclosed as
of the Agreement Date for purposes of Article VII hereof.

SECTION 4.09  FURTHER ASSURANCES.

     Each party shall from time to time after Closing, without additional
consideration, execute and deliver such further instruments and take such other
action as may be reasonably requested by the other party to make effective the
transactions contemplated by this Agreement and each Related Instrument. With
respect to all documents, information


                                       15
<PAGE>   22
and other materials included in the Acquired Assets, in addition to paper and
other tangible copies, Seller shall, upon Purchaser's request, also provide to
Purchaser electronic copies of such documents, information and other materials,
provided, that, Seller or its Affiliates or their respective agents have
electronic copies thereof. The foregoing requirement shall only apply to such
documents, information and other material exclusively related to the Acquired
Assets, and Seller shall have no obligation to reformat or otherwise alter or
modify any such materials in order to provide them to Purchaser.

SECTION 4.10  NO USE OF CERTAIN NAMES.

     (a)  Purchaser shall promptly, and in any event within six (6) months after
Closing, complete the revision of all product literature relating to the
Products (i) to delete all references to the Names and (ii) to delete all
references to Seller's or its Affiliates' customer service address or phone
number; provided, however, that for a period of six (6) months from the Closing
Date, Purchaser may continue to distribute product literature that uses any
Names, addresses or phone numbers to the extent that such literature exists on
the Closing Date, and Seller hereby grants to Purchaser rights under any
copyrights and other intellectual property owned by Seller (and covenants to
cause each of its Affiliates to grant Purchaser rights under any copyrights and
other intellectual property owned by such Affiliate) to the extent necessary to
allow Purchaser to so use such product literature. In no event shall Purchaser
use any Names after the Closing in any manner or for any purpose different from
the use of such Names by Seller during the 90-day period preceding Closing,
except as provided in the Supply Agreement.

     (b)  Seller hereby grants a non-exclusive right and license to Purchaser
under the Names to the extent necessary to allow Purchaser and its Affiliates
and their designees to market, distribute and sell the Products utilizing the
labels and packaging existing on or on order by BMS as of the Closing Date, to
the extent permitted under Section 2.01(d) of the Supply Agreement.

     (c)  "Names" means "Bristol-Myers Squibb Company", "Bristol-Myers Squibb",
"BMS", "Bristol-Myers Products", "B-MS", "Squibb" and "E.R. Squibb & Sons",
"Mead Johnson", "Apothecon", "Invamed", "Apothecon/Invamed", "Mead Johnson &
Company" variations and derivatives thereof and any other logos or trademarks,
trade names or service marks of Seller or its Affiliates not included on
Schedule 2.07.

SECTION 4.11  GEOGRAPHIC LIMITATIONS.

     (a)  After the Closing Date, and so long as the Sale and License Agreement
(the "Roberts Agreement") dated October 31, 1994, among Seller, Bristol-Myers
Squibb Canada Inc., a Delaware corporation, and Roberts Laboratories Inc., a New
Jersey corporation (such corporation, its successors or assigns is hereby
referred to as "Roberts"), is in effect, and to the extent permitted by law,
Purchaser shall not, and shall not permit its Affiliates to, market or sell, any
products bearing the Estrace(R) name or Estradiol Tablets in Canada (unless
otherwise agreed to in writing by Roberts). To the extent permitted by law,
Purchaser shall (i) include the following provision in any agreement or on the
face of any purchase order form, invoice or similar instrument related to the
sale of Estrace Tablets or Estradiol Tablets (in the case of purchase order
forms, invoices or similar instruments, only after exhaustion of Purchaser's
existing stock of such instruments): "Buyer shall use/sell/distribute the goods
only within the country where Seller has delivered them and shall not directly
or indirectly, export them to any other country" and (ii) if it becomes aware of
any resale of Estrace Tablets or Estradiol Tablets into Canada by a customer who
purchased Estrace Tablets or Estradiol Tablets from Purchaser, use commercially
reasonable efforts to prevent further resales by such customer, including
stopping sales to such customer. Purchaser agrees to meet with Roberts at its
request to discuss matters relating to the unauthorized importation and sale
into Canada of Estrace Tablets or Estradiol Tablets. Purchaser acknowledges and
agrees that the Acquired Assets do not confer any rights to distribute, market
or sell Estradiol Tablets or Estrace Tablets in Canada. Purchaser


                                       16
<PAGE>   23
acknowledges that the rights to distribute, market or sell Estradiol Tablets and
Estrace Tablets in Canada have previously been sold by Seller to Roberts.

     (b)  Purchaser acknowledges and agrees:

        (i)    that the Acquired Assets do not include or confer any rights to
               manufacture, distribute, market or sell any products under the
               "Estrace" name in Canada;

       (ii)    that certain rights to use the Estrace(R)trademark in Canada
               were licensed by Seller to Roberts pursuant to the Roberts
               Agreement; and

      (iii)    that Purchaser will not take any actions that violate Roberts'
               rights under such agreement, including registering, applying to
               register or otherwise using the Estrace(R) trademark (or a mark
               confusingly similar thereto) in Canada (unless otherwise agreed
               to in writing by Roberts); and

       (iv)    to permit BMS to share adverse event information with Roberts in
               the same manner as required of BMS under the Roberts Agreement
               and with Novartis and its Affiliates as required of BMS under the
               Novartis Agreements..

     (c)  Purchaser acknowledges and agrees that the Acquired Assets do not
include or confer any rights to distribute, market or sell Estradiol Tablets in
the United States or Canada or to manufacture Estradiol Tablets in Canada.
Purchaser acknowledges that the rights to distribute, market or sell Estradiol
Tablets in the United States have previously been sold by Seller to Novartis and
its Affiliates. After the Closing Date, Purchaser shall not, and shall not
permit its Affiliates to, market, distribute or sell any Estradiol Tablets in
the United States and shall use commercially reasonable efforts to prevent any
customer who purchases Estradiol Tablets from Purchaser, to the extent permitted
by law, from marketing, distributing or selling Estradiol Tablets in the United
States.

     (d)  Purchaser acknowledges and agrees that Seller and its Affiliates may
continue to manufacture for Novartis, its Affiliates, and its and their
licensees, successors, and assigns (collectively, "Novartis") for distribution,
marketing and sale within the United States Estradiol Tablets or products
substantially the same as Estradiol Tablets and may nonexclusively license and
transfer manufacturing know-how and patents covering the manufacture of
Estradiol Tablets or products substantially the same as Estradiol Tablets to
Novartis at any time so that Novartis may manufacture same.

     (e)  Seller shall retain all rights, title and interests in and to the
NDAs for each Product.

     (f)  Seller agrees that it will not amend, supplement or otherwise modify
the provisions of the Roberts Agreement in connection with the Estrace(R)
trademark that would materially adversely affect Purchaser's rights hereunder
and Seller further agrees that, to the extent permitted by law, it will, at
Purchaser's request, use commercially reasonable efforts to enforce the
provisions of Sections 4.3 and 4.4(b) of the Roberts Agreement (provided that
Purchaser will reimburse Seller for any reasonable out-of-pocket expenses
incurred with respect to such enforcement).

     (g)  The provisions of Section 4.11 shall survive any Closing under this
Agreement or the consummation of the transaction contemplated by this Agreement.


                                       17

<PAGE>   24

SECTION 4.12  BULK TRANSFER LAWS.

     Purchaser hereby waives compliance by Seller and its Affiliates with the
provisions of any so-called "bulk transfer law" of any jurisdiction in
connection with the sale of the Acquired Assets to Purchaser.

SECTION 4.13  CUSTOMER NOTIFICATIONS.

     Promptly after the Closing Date, Purchaser shall notify all customers of
the Business (i) of the transfer of the Acquired Assets to Purchaser, (ii) that
all purchase orders for Products received by Seller or any of its Affiliates
prior to the Closing Date but not filled as of such date will be transferred to
Purchaser; provided, that, to the extent that any purchase order cannot be so
transferred, Seller and Purchaser shall cooperate with each other to ensure that
such purchase order is filled and that Purchaser receives the same economic
benefit and assumes the same liability associated with filling such purchase
order as if such purchase order had been so transferred, and (iii) that all
subsequent purchase orders for Products should be sent to Purchaser's
Distributor at Warner Chilcott, Inc., 100 Enterprise Drive, Rockaway, NJ 07866,
Attention: Manager, Customer Service.

SECTION 4.14  POST-CLOSING COOPERATION.

     (a)  Purchaser and Seller shall cooperate with each other, and shall cause
their officers, employees, agents, auditors, Affiliates and representatives to
cooperate with each other, for a period of 180 days after Closing to ensure the
orderly transition of the Business from Seller to Purchaser and to minimize any
disruption to the Business and the other respective businesses of Seller and
Purchaser that might result from the transactions contemplated hereby. After
Closing, upon reasonable written notice, Purchaser and Seller shall furnish or
cause to be furnished to each other and their employees, counsel, auditors and
representatives access, during normal businesses hours, to such information and
assistance relating to the Business (to the extent within the control of such
party) as is reasonably requested for financial reporting and accounting
matters.

     (b)  After Closing, upon reasonable written notice, Purchaser and Seller
shall furnish or cause to be furnished to each other, as promptly as
practicable, such information and assistance (to the extent within the control
of such party) relating to the Acquired Assets (including access to books and
records) as is reasonably requested for the filing of all Tax Returns, and
making of any election related to Taxes, the preparation for any audit by any
Taxing authority, and the prosecution or defense of any claim, suit or
proceeding related to any Tax Return. Seller and Purchaser shall cooperate with
each other in the conduct of any audit or other proceeding relating to Taxes
involving the Business. Purchaser shall retain the books and records of Seller
and its Affiliates included in the Acquired Assets for a period of seven years
after Closing. After the end of such seven-year period, before disposing of such
books or records, Purchaser shall give notice to such effect to Seller and shall
give Seller, at Seller's cost and expense, an opportunity to remove and retain
all or any part of such books or records as Seller may select.

     (c)  Each party shall reimburse the other for reasonable out-of-pocket
costs and expenses incurred in assisting the other pursuant to this Section
4.14. Neither party shall be required by this Section 4.14 to take any action
that would unreasonably interfere with the conduct of its business or
unreasonably disrupt its normal operations (or, in the case of Purchaser, the
Business).

SECTION 4.15  COVENANT NOT TO COMPETE.


                                       18

<PAGE>   25
 (a)  After Closing, Seller shall not, and shall cause its subsidiaries not to,
(i) for a period of ten (10) years following the Closing Date, engage in the
manufacture, marketing, distribution or sale of any Estrace Tablets and
Estradiol Tablets sold or to be sold under any NDA or its local equivalent or
sold or to be sold under any New Drug Application, ANDA or Products License
Application or supplement thereto referring to any Product, which is the subject
of any NDA, as a reference drug or (ii) for a period of three (3) years
following the Closing Date, engage in the marketing, distribution or sale of any
product for hormone replacement therapy, in oral form, that has
17(beta)-Estradiol as its primary active ingredient (each of (i) and (ii) being
a "Competitive Business").

     (b)  The foregoing shall not be construed to prevent Seller or any of its
subsidiaries from doing any of the following: (i) manufacturing Estrace Tablets
under the Supply Agreement, (ii) acquiring any Person that derives less than 5%
of its revenues from a Competitive Business (or any Person that derives an
amount equal to or in excess of 5% of its revenues from a Competitive Business
so long as Seller causes such Person to divest such Competitive Business within
two (2) years from the date of acquisition), and thereafter owning, managing,
operating or controlling such Person, (iii) owning up to 10% of the voting
equity securities or any non-voting equity or debt securities of any Person
primarily engaged in a Competitive Business whose securities are publicly traded
on a national securities exchange or in the over-the-counter market (or an
amount in excess of 10% so long as Seller divests such excess within two (2)
years), (iv) owning any equity or debt securities through any employee benefit
or pension plan (v) fulfilling manufacturing responsibilities to Roberts under
the Roberts Supply Agreement, (vi) fulfilling manufacturing responsibilities to
Novartis and its Affiliates under the Novartis Agreements for Estradiol Tablets
or products substantially the same as Estradiol Tablets for use in the United
States; or (vii) the use of Estradiol Tablets, Estrace Tablets or estradiol in
any form in research and development as conducted by Seller and its Affiliates.

     (c)  It is specifically agreed that Section 4.15(a) shall not apply if
Seller acquires or is acquired by, merges or consolidates with a Third Party
that derives any revenue from a Competitive Business.

SECTION 4.16  TERMINATION OF LICENSE AGREEMENT.

     At Closing, the Parties agree that the Trademark License Agreement dated as
of February 15, 2000, between Warner Chilcott, Inc., a Delaware corporation and
Mead Johnson & Company, a Delaware corporation shall be terminated, except to
the extent that Seller or its Affiliates require the use of the Trademark in
order to manufacture Products for Purchaser and its Affiliates under the Supply
Agreement.

                                   ARTICLE V.

                                   CONDITIONS

SECTION 5.01  CONDITIONS TO EACH PARTY'S OBLIGATIONS.

     The respective obligation of each party to effect the transactions
contemplated by this Agreement shall be subject to the satisfaction or waiver at
or prior to Closing of the following conditions:

     (a)  The waiting period (including any extensions thereof) applicable to
the consummation of the transactions contemplated by this Agreement required
pursuant to the HSR Act shall have expired or been terminated.


                                       19

<PAGE>   26
 (b)  There shall not be in effect any statute, regulation, order, decree or
judgment of any Governmental Entity which makes illegal or enjoins or prevents
the consummation of the transactions contemplated by this Agreement.

SECTION 5.02  CONDITIONS TO OBLIGATIONS OF PURCHASER.

     The obligation of Purchaser to effect the transactions contemplated by this
Agreement shall be further subject to the satisfaction or waiver by Purchaser at
or prior to the Closing of the following conditions:

     (a)  The representations and warranties of Seller made in this Agreement
(including the Schedules) and the Related Instruments that are qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects as of the Closing Date as though made on
the Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties qualified as to materiality shall be true and correct, and those not
so qualified shall be true and correct in all material respects, on and as of
such earlier date).

     (b)  Seller shall have performed in all material respects all obligations
and covenants required to be performed or complied with by Seller under this
Agreement by the time of Closing.

     (c)  Purchaser shall have received from Seller a certificate, dated the
Closing Date, duly executed by an authorized officer of Seller, reasonably
satisfactory in form to Purchaser, to the effect of (a) and (b) above (the
"Seller's Officer's Certificate").

     (d)  Seller shall have delivered or caused to be delivered to Purchaser
each of the documents specified in Section 1.04(b).

     (e)  Purchaser shall have obtained adequate financing to enable it to
consummate the Acquisition.

     (f)  During the period from March 31, 2001 until the Closing, there shall
not have occurred, and there shall not exist on the Closing Date, any condition
or fact which has, or would reasonably be expected to have, a Material Adverse
Effect.

SECTION 5.03  CONDITIONS TO OBLIGATIONS OF SELLER.

     The obligation of Seller to effect the transactions contemplated by this
Agreement shall be further subject to the satisfaction or waiver at or prior to
Closing of the following conditions:

     (a)  The representations and warranties of Purchaser made in this Agreement
and the Related Instruments that are qualified as to materiality shall be true
and correct, and those not so qualified shall be true and correct in all
material respects as of the Closing Date as though made on the Closing Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, on and as of such earlier date).

     (b)  Purchaser shall have performed in all material respects all
obligations and covenants required to be performed or complied with by Purchaser
under this Agreement by the time of Closing.

                                       20

<PAGE>   27
     (c)  Seller shall have received from Purchaser a certificate, dated the
Closing Date, duly executed by an authorized officer of Purchaser, reasonably
satisfactory in form to Seller, to the effect of (a) and (b) above (the
"Purchaser's Officer's Certificate").

     (d)  Purchaser shall have delivered or caused to be delivered to Seller
each of the documents specified in Section 1.04(c).

SECTION 5.04  WAIVER OF CLOSING CONDITIONS.

     Purchaser and Seller acknowledge and agree that if Purchaser or Seller has
knowledge of a failure of any condition set forth in Section 5.02 or 5.03,
respectively, or of any breach by the other party of any representation,
warranty or covenant contained in this Agreement, and such party proceeds with
the Closing, such party shall be deemed to have waived such condition or breach
and such party and its successors, assigns and Affiliates shall not be entitled
to be indemnified pursuant to Article VII, to sue for damages or to assert any
other right or remedy for any losses, arising from any matters relating to such
condition or breach, notwithstanding anything to the contrary contained herein
or in any certificate delivered pursuant hereto.

SECTION 5.05  FRUSTRATION OF CLOSING CONDITIONS.

     Neither Purchaser nor Seller may rely on the failure of any condition set
forth in this Article V to be satisfied if such failure was caused by such
party's failure to act in good faith or to use its best efforts to cause the
Closing to occur, to the extent required by Section 4.04. Purchaser may only
rely on the failure of the condition set forth in Section 5.02(e) if it has used
commercially reasonable efforts in accordance with Section 3.06 to obtain
adequate financing to enable it to consummate the Acquisition.

                                  ARTICLE VI.

                           TERMINATION AND AMENDMENT

SECTION 6.01  TERMINATION.

     This Agreement may be terminated at any time prior to the Closing by:

     (a)  Mutual consent of Seller and Purchaser;

     (b)  Either Seller or Purchaser if the Closing shall not have occurred on
or before June 29, 2001 (unless the failure to consummate the Closing by such
date shall be due to the failure of the party seeking to terminate this
Agreement to have fulfilled any of its obligations under this Agreement);

     (c)  Either Seller or Purchaser if a condition to its obligation to perform
becomes incapable of fulfillment and such condition shall not have been waived
by the other party; provided, that, Seller or Purchaser, as the case may be, may
not seek termination pursuant to this Section 6.01(c) if such condition is
incapable of fulfillment due to the failure of Seller or Purchaser, as the case
may be, to perform the agreements set forth herein required to be performed by
such party, at or before Closing; or

     (d)  Either Seller or Purchaser if any court of competent jurisdiction or
other competent Governmental Entity shall have issued a statute, rule,
regulation, order, decree or injunction or taken any other action permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and such statute, rule, regulation, order, decree or injunction
or other action shall have become final and nonappealable.

                                       21
<PAGE>   28

SECTION 6.02  EFFECT OF TERMINATION.

     If this Agreement is terminated and the transactions contemplated hereby
are abandoned as described in Section 6.01, this Agreement shall become null and
void and of no further force and effect, except for the provisions of (i)
Section 4.03 relating to the obligation of Purchaser to keep confidential
certain information and data obtained by it from Seller or its Affiliates, (ii)
Section 8.06 relating to certain expenses, (iii) Sections 2.11 and 3.04 relating
to finder's fees and broker's fees, (iv) Section 6.01 and this Section 6.02, (v)
Section 4.07 relating to publicity and (vi) Section 8.07 relating to governing
law. Nothing in this Section 6.02 shall be deemed to release any party from any
liability for any breach by such party of the terms and provisions of this
Agreement or to impair the right of any party to compel specific performance by
any other party of its obligations under this Agreement.

SECTION 6.03  AMENDMENTS AND WAIVERS.

     This Agreement may not be amended except by an instrument in writing signed
on behalf of each of the parties hereto. By an instrument in writing Purchaser,
on the one hand, or Seller, on the other hand, may waive compliance by the other
party with any term or provision of this Agreement that such other party was or
is obligated to comply with or perform.

                                  ARTICLE VII.

                           SURVIVAL; INDEMNIFICATION

SECTION 7.01  SURVIVAL OF REPRESENTATIONS.

     The representations and warranties contained in this Agreement (including
the Schedules), in any Related Instrument, the Seller's Officer's Certificate,
the Purchaser's Officer's Certificate and in any other document delivered in
connection herewith or therewith shall survive the Closing solely for purposes
of this Article VII and shall terminate at the close of business on the
eighteen-month anniversary of the Closing Date; provided, that, the
representations and warranties contained in Section 2.01 (Organization); Section
2.02 (Authority; Execution and Delivery; Enforceability); Section 3.01
(Organization and Section 3.02 (Authority; Execution and Delivery;
Enforceability) shall terminate on the third anniversary of the Closing Date..

SECTION 7.02  INDEMNIFICATION BY SELLER.

     (a)  Subject to Section 1.06(c), and 7.08, Seller shall indemnify Purchaser
and its Affiliates and each of their respective officers, directors, employees,
stockholders, agents and representatives against, and hold them harmless from,
any loss, liability, claim, damage or expense (including reasonable legal fees
and expenses) ("Losses"), as incurred (payable promptly upon written request),
to the extent arising from:

        (i)    any breach of any representation or warranty of Seller that
               survives the Closing and is contained in this Agreement
               (including the Schedules), the Seller's Officer's Certificate or
               in any Related Instrument (other than the Supply Agreements);

       (ii)    subject to the provisions of Section 7.07(b), any breach of any
               covenant of Seller contained in this Agreement or in any Related
               Instrument (other than the Supply Agreement);

      (iii)    any Excluded Liability; and


                                       22
<PAGE>   29
       (iv)    any fees, expenses or other payments incurred or owed by Seller
               to any brokers, financial advisors or comparable other Persons
               retained or employed by it in connection with the transactions
               contemplated by this Agreement or by any Related Instrument.

     (b)  Seller's indemnification obligations under this Section 7.02 shall be
limited as set forth in Schedule 7.02(b).

     (c)  The limitations contained in Schedule 7.02(b) shall not be applicable
to indemnification pursuant to Section 7.02(a)(i) only as it relates to breaches
of the representations set forth in Section 2.01 and 2.02.

SECTION 7.03  INDEMNIFICATION BY PURCHASER.

     Subject to Section 7.08, Purchaser shall indemnify Seller, its Affiliates
and each of their respective officers, directors, employees, stockholders,
agents and representatives against, and agrees to hold them harmless from, any
Loss, as incurred (payable promptly upon written request), to the extent arising
from or in connection with or otherwise with respect to:

     (a)  any breach of any representation or warranty of Purchaser that
survives the Closing and is contained in this Agreement, the Purchaser's
Officer's Certificate or in any Related Instrument (other than the Supply
Agreements); provided that Purchaser shall not be required to indemnify any
Person, and shall not have any liability under this Section 7.03(a) to the
extent the liability or obligation is directly caused by any action taken or
omitted to be taken by Seller or any of its Affiliates.

     (b)  subject to the provisions of Section 7.07(b), any breach of any
covenant of Purchaser contained in this Agreement or in any Related Instrument
(other than the Supply Agreement);

     (c)  any Assumed Liability; and

     (d)  any fees, expenses or other payments incurred or owed by Purchaser to
any brokers, financial advisors or other comparable Persons retained or employed
by it in connection with the transactions contemplated by this Agreement or by
any Related Instrument.

SECTION 7.04  CALCULATION OF LOSSES.

     The amount of any Loss for which indemnification is provided under clause
(i) of Section 7.02(a) or clause (a) of Section 7.03 shall be net of any amounts
actually recovered by the Indemnified Party under insurance policies with
respect to such Loss and shall be (a) increased to take account of any net Tax
cost incurred by the indemnified party arising from the receipt of indemnity
payments hereunder (grossed up for such increase) and (b) reduced to take
account of any net Tax benefit immediately realized by the indemnified party in
cash arising from the incurrence or payment of any such Loss. In computing the
amount of any such Tax cost or Tax benefit, the indemnified party shall be
deemed to recognize all other items of income, gain, loss deduction or credit
before recognizing any item arising from the receipt of any indemnity payment
under clause (i) of Section 7.02(a) or clause (a) of Section 7.03 or the
incurrence or payment of any indemnified Loss. Any indemnity payment under
clause (i) of Section 7.02(a) or clause (a) of Section 7.03 shall be treated as
an adjustment to the Purchase Price for Tax purposes, unless a final
determination (which shall include the execution of a Form 870-AD or successor
form) with respect to the indemnified party or any of its Affiliates causes


                                       23
<PAGE>   30
any such payment not to be treated as an adjustment to such price for federal
income Tax purposes.

SECTION 7.05  TERMINATION OF INDEMNIFICATION.

     The obligations to indemnify and hold harmless any party, (a) pursuant to
Section 7.02(a)(i) or 7.03(a), shall terminate on the eighteen-month anniversary
of the Closing Date (except to the extent that pursuant to Section 7.01 any
representation or warranty survives past such anniversary) and (b) pursuant to
the other clauses of Sections 7.02 and 7.03, shall not terminate; provided,
however, that such obligations to indemnify and hold harmless shall not
terminate with respect to any item as to which the Person to be indemnified
shall have, before the expiration of the applicable period, previously made a
claim by delivering a notice of such claim (stating in reasonable detail the
basis of such claim) pursuant to Section 7.06 to the party to be providing the
indemnification.

SECTION 7.06  PROCEDURES.

     (a)  In order for a party (the "Indemnified Party") to be entitled to any
indemnification provided for under this Agreement in respect of, arising out of
or involving a claim made by any Person against the Indemnified Party (a "Third
Party Claim"), such Indemnified Party must notify the indemnifying party (the
"Indemnifying Party") in writing (and in reasonable detail) of the Third Party
Claim within 15 business days after receipt by such Indemnified Party of notice
of the Third Party Claim; provided, however, that failure to give such
notification shall not affect the indemnification provided hereunder except to
the extent the Indemnifying Party shall have been actually prejudiced as a
result of such failure (except that the Indemnifying Party shall not be liable
for any expenses incurred during the period in which the Indemnified Party
failed to give such notice). Thereafter, the Indemnified Party shall deliver to
the Indemnifying Party, within five business days' after the Indemnified Party's
receipt thereof, copies of all notices and documents (including court papers)
received by the Indemnified Party relating to the Third Party Claim.

     (b)  If a Third Party Claim is made against an Indemnified Party, the
Indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses, to assume the defense thereof with counsel selected by the
Indemnifying Party. Should the Indemnifying Party so elect to assume the defense
of a Third Party Claim, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof. If the Indemnifying
Party assumes such defense, the Indemnified Party shall have the right to
participate in the defense thereof and to employ counsel, at its own expense,
separate from the counsel employed by the Indemnifying Party, it being
understood that the Indemnifying Party shall control such defense. The
Indemnifying Party shall be liable for the fees and expenses of counsel employed
by the Indemnified Party for any period during which the Indemnifying Party has
not assumed the defense thereof (other than during any period in which the
Indemnified Party shall have failed to give notice of the Third Party Claim as
provided above). If the Indemnifying Party chooses to defend or prosecute a
Third Party Claim, all the indemnified parties shall cooperate in the defense or
prosecution thereof. Such cooperation shall include the retention and (upon the
Indemnifying Party's request) the provision to the Indemnifying Party of records
and information that are reasonably relevant to such Third Party Claim, and
making employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. Whether or not
the Indemnifying Party assumes the defense of a Third Party Claim, the
Indemnified Party shall not admit any liability with respect to, or settle,
compromise or discharge, such Third Party Claim without the Indemnifying Party's
prior written consent (which consent shall not be unreasonably withheld). If the
Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified
Party shall agree to any settlement, compromise or discharge

                                       24


<PAGE>   31
of a Third Party Claim that the Indemnifying Party may recommend and that by its
terms obligates the Indemnifying Party to pay the full amount of the liability
in connection with such Third Party Claim, which releases the Indemnified Party
completely in connection with such Third Party Claim and that would not
otherwise materially adversely affect the Indemnified Party.

     (c)  OTHER CLAIMS. In the event any Indemnified Party should have a claim
against any Indemnifying Party under Section 7.02 or 7.03 that does not involve
a Third Party Claim being asserted against or sought to be collected from such
Indemnified Party, the Indemnified Party shall deliver notice of such claim with
reasonable promptness to the Indemnifying Party. The failure by any Indemnified
Party so to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability that it may have to such Indemnified Party under
Section 7.02 or 7.03, except to the extent that the Indemnifying Party
demonstrates that it has been prejudiced by such failure. If the Indemnifying
Party disputes its liability with respect to such claim, the Indemnifying Party
and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute and, if not resolved through negotiations, such dispute shall be
resolved by litigation in an appropriate court of competent jurisdiction.

SECTION 7.07  SOLE REMEDY; NO ADDITIONAL REPRESENTATIONS.

     (a)  Except as otherwise specifically provided in Section 1.06(c) or in any
Related Instrument, each of Purchaser and Seller acknowledges and agrees that,
to the extent Closing occurs, its sole and exclusive remedy after Closing with
respect to any and all claims and causes of action relating to this Agreement
(including the Schedules), the Seller's Officer's Certificate, the Purchaser's
Officer's Certificate and the Related Instruments (other than the Supply
Agreement), the Acquisition and the other transactions contemplated hereby and
thereby, the Business, the Acquired Assets and the Assumed Liabilities (other
than claims of, or causes of action arising from, fraud or relating to breaches
of covenants requiring performance after the Closing Date) shall be pursuant to
the indemnification provisions set forth in this Article VII. In furtherance of
the foregoing, each of Purchaser and Seller hereby waives, from and after
Closing, to the fullest extent permitted under applicable law, any and all
rights, claims and causes of action relating to this Agreement (including the
Schedules), the Seller's Officer's Certificate, the Purchaser's Officer's
Certificate and the Related Instruments (other than the Supply Agreement), the
Acquisition and the other transactions contemplated hereby and thereby, the
Business, the Acquired Assets and the Assumed Liabilities (other than claims of,
or causes of action arising from, fraud or relating to breaches of covenants
requiring performance after the Closing Date) it may have against the other
party hereto arising under or based upon any applicable law or arising under or
based upon common law or otherwise (except pursuant to the indemnification
provisions set forth in Section 7.02 or Section 7.03, as applicable).

     (b)  Each of Purchaser and Seller acknowledges and agrees that, to the
extent the Closing occurs, it shall not have any remedy after the Closing with
respect to any and all claims and causes of action relating to any breach of any
covenant requiring performance prior to the Closing under this Agreement
(including the Schedules) (other than claims of, or causes of action arising
from, fraud); provided, that, this Section 7.07(b) shall not apply to any breach
of a covenant that requires performance prior to and after the Closing to the
extent any breach of such covenant occurs after the Closing.

     (c)  Purchaser acknowledges that it and its representatives have been
permitted full and complete access to the books and records, facilities,
equipment, tax returns, contracts, insurance policies (or summaries thereof) and
other properties and assets of the Business that it and its representatives have
desired or requested to see or review, and that it and its representatives have
had a opportunity to meet with the officers and employees of Seller and its
Affiliates to discuss the Business. For the avoidance of doubt, Purchaser's
access to such

                                       25


<PAGE>   32
information and its opportunity to meet with such personnel shall
not limit Purchaser's right to make a claim for indemnification under
Section 7.02(a).

     (d)  Purchaser acknowledges that none of Seller, its Affiliates or any
other Person has made any representation or warranty, expressed or implied, as
to the accuracy or completeness of any information regarding the Business
furnished or made available to Purchaser and its representatives, except as
expressly set forth in this Agreement (including the Schedules), the Related
Instruments or the Seller's Officer's Certificate, and none of Seller, its
Affiliates or any other Person shall have or be subject to any liability to
Purchaser or any other Person resulting from the distribution to Purchaser, or
Purchaser's use of, any such information, documents or material made available
to Purchaser in any "data rooms", management presentations or in any other form
in expectation of the transactions contemplated hereby except to the extent such
information, documents or materials is included in the representations or
warranties of the Seller set forth in this Agreement (including the Schedules),
the Related Instruments or the Seller's Officers' Certificates.

     (e)  Purchaser also acknowledges that, should Closing occur, except as
expressly set forth in the representations and warranties set forth in Article
II of this Agreement (including the Schedules), Related Instrument or in the
Seller's Officer's Certificate, there are no representations or warranties by
Seller of any kind, express or implied, with respect to the Business, and that
Purchaser is purchasing the Acquired Assets "as is", "where is" and "with all
faults". Without limiting the generality of the foregoing, except as expressly
set forth in the representations and warranties set forth in Article II of this
Agreement (including the Schedules), the Related Instruments or in the Seller's
Officer's Certificate, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 7.08  LIMITATIONS ON LIABILITY.

     (a)  Notwithstanding any provision herein, neither Seller nor Purchaser
shall in any event be liable to the other party or its Affiliates, officers,
directors, employees, stockholders, agents or representatives on account of any
indemnity obligation set forth in Section 7.02(a)(i) or 7.03(a), for any
indirect, consequential or punitive damages (including, but not limited to, lost
profits, loss of use, damage to goodwill or loss of business).

     (b)  Seller and Purchaser shall cooperate with each other in resolving any
claim or liability with respect to which one party is obligated to indemnify the
other under this Agreement, including without limitation, by making commercially
reasonable efforts to mitigate or resolve any such claim or liability.

                                 ARTICLE VIII.

                                 MISCELLANEOUS

SECTION 8.01  NOTICES.

     All notices and other communications hereunder shall be in writing and
shall be deemed given upon receipt if delivered personally, or when sent if
mailed by registered or certified mail (return receipt requested) or by
reputable overnight express courier (charges prepaid) or transmitted by
facsimile (with confirmation of transmittal) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

     (a)  if to Seller, to:

          Bristol-Myers Squibb Company

                                       26


<PAGE>   33

          P.O. Box 4000
          Route 206 at Province Line Road
          Princeton, NJ 08543-4000
          Telephone:  (609) 252-4311
          Facsimile:  (609) 252-4232
          Attention:  Vice President and Senior Counsel -- PRI & WSBD

          with a copy to:

          Reed Smith LLP
          Princeton Forrestal Village
          136 Main Street
          Princeton, NJ 08540
          Telephone:  (609) 514-5990
          Facsimile:  (609) 951-0824
          Attention:  Betty Yan, Esq.

     (b)  if to Purchaser, to:

          Galen Holdings PLC
          100 Enterprise Drive
          Rockaway, NJ 07866
          Telephone  (973) 442-3371
          Facsimile:  (973) 442-3316
          Attention:  President and Chief Executive Officer

          with a copy to:  General Counsel

SECTION 8.02  DEFINITIONS; INTERPRETATION.

     (a)  For purposes of this Agreement:

     "Accounts Receivable" means all accounts receivable, notes receivable and
other indebtedness due and owed by any third party to Seller or any of its
Affiliates arising or held in connection with the Business as of the close of
business on the Closing Date.

     "Affiliate" means, with respect to any Person, any Person which, directly
or indirectly, controls, is controlled by, or is under common control with, the
specified Person. For purposes of this definition, the term "control" as applied
to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management of that Person, whether through
ownership of voting securities or otherwise.

     "Agreement Date" means the date first set forth above.

     "ANDA" means an abbreviated new drug application which is submitted to the
FDA for approval to manufacture and/or sell a pharmaceutical product in the
United States.

     "Bill of Sale" means the General Assignment and Bill of Sale in
substantially the form of Exhibit B.

     "Business" means the business of manufacturing, distributing, marketing and
selling the Products, as currently conducted by Seller and its Affiliates.

     "Code" means the Internal Revenue Code of 1986, as amended.

                                       27


<PAGE>   34
     "Estrace Tablets" means estradiol tablets as described in NDAs #81-295,
84-499 and 84-500 and marketed under the trademark Estrace(R).

     "Estradiol Tablets" means generic estradiol tablets as described in the
NDAs #81-295, 84-499 and 84-500.

     "Formulae" means the percentages and specifications of ingredients
currently used, as of the Closing Date, to manufacture the Products in each
Business.

     "GAAP" means United States generally accepted accounting principles as in
effect on the date hereof.

     "Governmental Entity" means any Federal, state, local or non-U.S.
government or any court of competent jurisdiction, legislature, governmental
agency, administrative agency or commission or other governmental authority or
instrumentality, U.S. or non-U.S.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

     "Intellectual Property" means all the data, Formulae, assays, test methods,
technology, Patents, technical information (including master batch record,
analytical methods including validation protocol and the drug master file),
inventions, processes, specifications, know-how, trade dress, secrets, goodwill
and copyrights, which are currently owned by Seller and used exclusively in the
conduct of the Business.

     "Knowledge" means (i) with respect to Seller, the actual knowledge of the
representatives of Seller set forth on Schedule 8.02(a) after due inquiry, and
(ii) with respect to Purchaser, the actual knowledge of any officer of Purchaser
after due inquiry.

     "Lien" means any lien (statutory or otherwise), claim, charge, option,
security interest, pledge, mortgage, restriction, financing statement or similar
encumbrance of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any lease having substantially the same
effect as any of the foregoing and any assignment or deposit arrangement in the
nature of a security device).

     "Material Adverse Effect" means a material and adverse effect upon the
business, operations, assets, liabilities, financial condition or operating
results of the Business or the Acquired Assets (including the Products), taken
as a whole.

     "NDA" means a New Drug Application, ANDA or Products License Application
for any Product, as appropriate, requesting permission to place a drug on the
market in accordance with 21 CFR Part 314, and all supplements filed pursuant to
the requirements of the FDA, including all documents, data and other information
concerning Products which are necessary for FDA approval to market a Product in
the United States.

     "Novartis Agreements" means the Supply Agreement between Bristol-Myers
Squibb Laboratories Company and Biochemie U.S., Inc. dated December 8, 2000, the
Asset Purchase Agreement between Seller and Novartis dated December 8, 2000, and
the License Agreement between Seller and Biochemie U.S., Inc., dated as of
January 3, 2001, as the foregoing may have been heretofore amended or amended
hereafter.

     "Patents" means all patents and patent applications, and all additions,
divisions, continuations, continuations in-part, substitutions, reissues,
extensions, registrations and renewals of any of the foregoing used exclusively
in the conduct of the Business.

                                       28


<PAGE>   35
     "Permitted Liens" means, collectively (a) Liens for taxes or assessments
which are not delinquent or are being contested in good faith by appropriate
proceedings, (b) statutory mechanics, warehousemen's, materialmens, contractors,
workmen's, repairmen's and carriers liens, and other similar Liens arising in
the ordinary course for obligations which are not delinquent, (c) the rights, if
any, of third parties, appearing in product advertisements for the Products
being transferred as part of the Acquired Assets, and (d) Liens which do not
materially impair the current use or the value of the assets subject to such
Liens.

     "Person" means any individual, group, corporation, partnership or other
organization or entity (including any Governmental Entity).

     "Pre-Closing Tax Period" means all taxable periods ending on or before the
Closing Date and the portion ending on the Closing Date of any taxable period
that includes (but does not end on) the Closing Date.

     "Pricing Investigation" has the meaning set forth in Section 1.03(c)(vii).

     "Related Instruments" means the Assumption Agreement and the Supply
Agreement.

     "Retained Information" means any and all books and records prepared and
maintained by Seller in connection with the Business, including all regulatory
files (including correspondence with regulatory authorities), research data,
marketing data, laboratory books, batch records and stability studies, that do
not relate exclusively to the Business and are used in connection with Seller's
or its Affiliates' conduct of the Business prior to the Closing Date.

     "Roberts Supply Agreement" means the Estrace(R) Supply Agreement between
Seller and Roberts Laboratories dated October 31, 1994 as extended pursuant to
letter agreement dated October 4, 1999.

     "Supply Agreement" means the Supply Agreement dated as of the date hereof
between Purchaser and Seller or an Affiliate of Seller.

     "Taxes", or "Tax" in the singular form, means any and all taxes, levies or
other like assessments, including, but not limited to, income, transfer, gains,
gross receipts, excise, inventory, property (real, personal or intangible),
custom duty, sales, use, license, withholding, payroll, employment, capital
stock and franchise taxes, imposed by the United States, or any state, local or
foreign government or subdivision or agency thereof.

     "Tax Return" means any report, return or other information filed with any
taxing authority with respect to Taxes imposed upon or attributable to the
operations of the Business.

     "Third Party" means a Person who or which is neither a party nor an
Affiliate of a party.

     "Trademarks" means all trademarks set forth on Schedule 2.07(a) and domain
names set forth on Schedule 2.14 and all registrations, applications and
renewals for any of the foregoing, together with the goodwill associated
therewith. For sake of clarity, the Trademarks do not include any marks
associated with the use of the Products in Canada.

     "United States" means the fifty states of the United States of America and
the District of Columbia.

     (b)  The following terms have the meanings set forth in the Sections set
forth below:


                                       29
<PAGE>   36
<TABLE>
<CAPTION>


                                  TERM                    SECTION
<S>                                                       <C>
Acquired Assets                                            1.02(a)

Acquisition                                                1.01

Assumed Liabilities                                        1.03(a)

Assumption Agreement                                       1.04(c)

Calculation Date                                           1.06(a)

Closing                                                    1.04(a)

Closing Date                                               1.04(a)

Competitive Business                                       4.15(a)

Confidentiality Agreement                                  4.03(a)

Contracts                                                  2.08

DOJ                                                        4.05(a)

Excluded Assets                                            1.02(c)

Excluded Liability                                         1.03(c)

Excluded Tax Liability                                     1.03(c)

FDA                                                        1.02(a)

FDA Act                                                    2.09(a)

Financial Statements                                       2.04

FTC                                                        4.05(a)

IMS                                                        1.06(a)

IMS Notice                                                 1.06(a)

Indemnified Party                                          7.06(a)

Indemnifying Party                                         7.06(a)

Losses                                                     7.02(a)

Months of Supply                                           1.06(a)

Names                                                      4.10(c)

Novartis                                                   4.11(d)

Proceeding                                                 2.10(a)

Product(s)                                                 Preamble

</TABLE>



                                       30
<PAGE>   37

<TABLE>
<CAPTION>

<S>                                                       <C>
Purchase Price                                            1.01

Purchaser                                                 Preamble

Purchaser's Officer's Certificate                         5.03(c)

Roberts                                                   4.11(a)

Roberts Agreement                                         4.11(a)

Seller                                                    Preamble

Seller's Officer's Certificate                            5.02(c)

Shipped Products                                          1.03(c)(ii)

Third Party Claim                                         7.06(a)

</TABLE>


     (c)  In the event of an ambiguity or a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Agreement.

     (d)  The definitions of the terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (A) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein); (B) any reference
herein to any Person shall be construed to include the Person's successors and
assigns; (C) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof; and (D) all references herein to Articles,
Sections, Exhibits or Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules of this Agreement.

SECTION 8.03  DESCRIPTIVE HEADINGS.

     The descriptive headings herein are inserted for convenience only and are
not intended to be part of or to affect the meaning or interpretation of this
Agreement.

SECTION 8.04  COUNTERPARTS.

     This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the parties and
delivered to the other party.

SECTION 8.05  ENTIRE AGREEMENT.

                                       31

<PAGE>   38
     This Agreement (including the Schedules) the Purchaser's Officer's
Certificate, the Seller's Officer's Certificate, the Related Instruments and the
Confidentiality Agreement, along with the Schedules and Exhibits hereto and
thereto, contain the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings relating to such subject matter. Neither party
shall be liable or bound to any other party in any manner by any
representations, warranties or covenants relating to such subject matter except
as specifically set forth herein (including the Schedules), in the Purchaser's
Officer's Certificate, the Seller's Officer's Certificate or in the Related
Instruments or the Confidentiality Agreement.

SECTION 8.06  FEES AND EXPENSES.

     Regardless of whether or not the transactions contemplated by this
Agreement are consummated, each party shall bear its own fees and expenses
incurred in connection with the transactions contemplated by this Agreement and
the Related Instruments.

SECTION 8.07  GOVERNING LAW.

     This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed entirely within such State, without regard to the conflicts of law
principles of such State other than Section 5-1401 of the New York General
Obligations Law.

SECTION 8.08  SPECIFIC PERFORMANCE.

     The parties hereto agree that if any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached, irreparable damage would occur, no adequate remedy at law would exist
and damages would be difficult to determine, and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.

SECTION 8.09  ASSIGNMENT.

     This Agreement may not be assigned by any party hereto without the prior
written consent of the other party, provided, however, that Purchaser may assign
this Agreement to any of its Affiliates or to any successor to substantially all
of its pharmaceutical business, without the prior written consent of Seller
provided, further, that, Purchaser fully and unconditionally guarantees the
obligations of such entity. Any attempted assignment in violation of this
Section 8.09 shall be void.

SECTION 8.10  SUCCESSORS AND ASSIGNS.

     This Agreement shall be binding upon and inure solely to the benefit of the
parties hereto, their successors and permitted assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person or persons any right, benefits or remedies of any nature whatsoever under
or by reason of this Agreement.

SECTION 8.11  SEVERABILITY.

     In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the parties shall negotiate in good
faith with a view to the substitution therefor of a suitable and equitable
solution in order to carry out, so far as may be valid and enforceable, the

                                       32


<PAGE>   39
intent and purpose of such invalid provision; provided, however, that the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

SECTION 8.12  CONSENT TO JURISDICTION.

     Each of Purchaser and Seller irrevocably submits to the exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York County,
and (b) the United States District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement, any Related Instrument or any transaction contemplated hereby or
thereby. Each of Purchaser and Seller agrees to commence any such action, suit
or proceeding either in the United States District Court for the Southern
District of New York or if such suit, action or other proceeding may not be
brought in such court for jurisdictional reasons, in the Supreme Court of the
State of New York, New York County. Each of Purchaser and Seller further agrees
that service of any process, summons, notice or document by U.S. registered mail
to such party's respective address set forth above shall be effective service of
process for any action, suit or proceeding in New York with respect to any
matters to which it has submitted to jurisdiction in this Section 8.12. Each of
Purchaser and Seller irrevocably and unconditionally waives any objection to the
laying of venue of any action, suit or proceeding arising out of this Agreement,
any Related Instrument or the transactions contemplated hereby and thereby in
(i) the Supreme Court of the State of New York, New York County or (ii) the
United States District Court for the Southern District of New York, and hereby
and thereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

SECTION 8.13  WAIVER OF JURY TRIAL.

     Each party hereto hereby waives to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in respect to any
litigation directly or indirectly arising out of, under or in connection with
this Agreement or any Related Instrument. Each party hereto (a) certifies that
no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce that foregoing waiver and (b) acknowledges that it
and the other parties hereto have been induced to enter into this Agreement and
the Related Instruments, as applicable, by, among other things, the mutual
waivers and certifications in this Section 8.13.

SECTION 8.14  ATTORNEY FEES.

     A party in breach of this Agreement shall, on demand, indemnify and hold
harmless the other party for and against all reasonable out-of-pocket expenses,
including legal fees, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement. The payment of such expenses
is in addition to any other relief to which such other party may be entitled.

                                       33


<PAGE>   40


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

                               BRISTOL-MYERS SQUIBB COMPANY

                               By: /s/ Robert J. Brown
                                   -------------------------------------------
                                   Name: Robert J. Brown
                                   Title: Vice President, Corporate Development,
                                          Worldwide Medicines Group



                               GALEN (CHEMICALS) LIMITED

                               By: /s/ Roger M. Boissonneault
                                   -------------------------------------------
                                   Name: Roger M. Boissonneault as
                                   Title: Attorney-in-fact for John King,
                                          Director and Secretary of
                                          Galen (Chemicals) Limited






                                       34