<PAGE>
 
                               LICENSE AGREEMENT
                               -----------------


        Agreement, dated as of March 31, 1997, between PFIZER INC. ("Pfizer 
Inc."), a Delaware corporation, 235 East 42nd Street, New York, New York 10017 
and ROBERTS LABORATORIES INC. ("Roberts"), a New Jersey corporation, Meridian 
Center II, 4 Industrial Way West, Eatontown, New Jersey  07724.

      WHEREAS, Pfizer has discovered and developed a compound called 
sampatrilat, and is the owner of valuable know-how and patents concerning 
sampatrilat;

      WHEREAS, Roberts desires to take a license from Pfizer to make, have 
made, use and sell sampatrilat and related compounds and formulations of the 
foregoing; and

      WHEREAS, Pfizer is willing to grant such license to Roberts under certain 
terms and conditions;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements 
provided herein Pfizer and Roberts hereby agree as follows:

SECTION 1 - Definitions
-----------------------

      1.1   "Active Ingredient" shall mean an ingredient that is listed in 
             -----------------
            standard reference works, such as the Merck Index, as having a 
            therapeutic use and that, when combined with the Licensed Products 
            as a single entity, creates a Combination Product that is an 
            improvement (therapeutically or commercially) over the Licensed 
            Products as a single entity.

      1.2   "Affiliate" shall mean, with respect to any party to this 
             ---------
            Agreement any person, firm, partnership, trust, company or other 
            entity which directly or indirectly, (i) owns or controls said 
            party, or (ii) is owned or controlled by such party or by any 
            person, firm, partnership, trust, company or other entity which 
            owns or controls, directly or indirectly, said party.  For purposes 
            of this Section 1.2 "owned" or "owns" shall 
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                                      -2-

            mean the legal or beneficial ownership of more than fifty percent
            (50%) of the issued and voting capital stock or other share
            participation, and "controls" or "controlled" shall mean the power
            to vote or direct more than fifty percent (50%) of the voting power
            or otherwise to direct the affairs thereof, but only for so long as
            said ownership or control shall continue.


      1.3   "Compound" shall mean sampatrilat and related compounds claimed 
             --------
            by the patents referred to in Section 1.7 (a).

      1.4   "Combination Products" shall mean products which contain a 
             --------------------
            Compound and one or more other Active Ingredients.

      1.5   "Dollars" or "$" shall mean U.S. dollars.
             -------

      1.6   "IND" shall mean the application filed with the appropriate 
             ---
            regulatory authority for permission to perform clinical 
            investigations of a Licensed Product.

      1.7   "Licensed Patents" shall mean:
             ----------------

            (a)   all patents listed in Exhibit 1.7(a), annexed hereto and made 
                  a part hereof, and any patents which may issue from the 
                  applications listed in Exhibit 1.7(a);

            (b)   all other patents and applications anywhere in the Territory, 
                  now owned by or on behalf of Pfizer, which related to the 
                  Licensed Products or methods of use or manufacturing 
                  processes for the Licensed Products;

            (c)   all patents and applications anywhere in the Territory 
                  hereafter acquired during the term of this Agreement by or on 
                  behalf of Pfizer, provided that such patents and applications 
                  (i) claim inventions conceived during the term of this 
                  Agreement as a result of research funded by Pfizer and (ii) 
                  relate to the Licensed Products or methods of use or 
                  manufacturing processes for the 
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                                      -3-

                  Licensed Products; and

            (d)   divisionals, continuations, continuations-in-part, patents of 
                  addition, and extensions (including supplementary protection 
                  certificates) and reissues of the patents and applications 
                  referred to in Clauses (a) through (c) of this Section 1.7

      1.8   "Licensed Products" shall mean any Compound and any 
             -----------------
            pharmaceutical compositions and dosage forms containing the 
            Compound either alone or in combination with other Active 
            Ingredients.

      1.9   "NDA" shall mean (i) with respect to the United States, an 
             ---
            application filed with the U.S. Food and Drug Administration for 
            approval to make and sell commercially the Licensed Products, and 
            (ii) with respect to any country other than the United States, an
            application or  series of applications filed with regulatory or 
            other authorities for approval to make and sell commercially the 
            Licensed Products in such country including price approvals.

      1.10  "Net Sales" shall mean:  (i) with respect to a Licensed 
             ---------
            Product, the gross amount invoiced by Roberts or a sublicensee to a 
            third party for a final dosage form of the Licensed Product less 
            the following deductions:

            (a)   Trade, quantity and cash discounts actually given or allowed;

            (b)   Rebates, allowances, Medicaid and Medicare reimbursements, 
                  chargebacks and similar deductions;

            (c)   Any tax imposed on the sale, delivery or use of a Licensed 
                  Product (other than taxes based on income); and

            (d)   Allowances or credits for returned goods or rejections of any 
                  Licensed Product which is unsalable; and
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                                      -4-

            (ii)  in the case of Combination Products, (x) in the event 
                  Roberts, an Affiliate or a sublicensee is currently selling 
                  the Licensed Product as a single entity, "Net Sales" for any 
                  Payment Computation Period for any country shall be computed 
                  as follows:  aggregate net sales in such country during such 
                  period of the Licensed Product as a single entity (determined 
                  in accordance with clause (i) hereof) shall be divided by the 
                  aggregate number of grams of Licensed Product contained 
                  therein, and the result thereof shall be multiplied by the 
                  aggregate number of grams of Licensed Product contained in 
                  the Combination Products sold in such country during such 
                  Payment Computation Period; or (y) in the event Roberts, an 
                  Affiliate or a sublicensee is not currently selling in such 
                  country the Licensed Product as a single entity, "Net Sales" 
                  shall be computed as follows:  aggregate net sales of the 
                  Combination Product (determined in accordance with clause (i) 
                  hereof) shall be multiplied by a fraction, the numerator 
                  being Roberts', its Affiliate's or its sublicensee's cost of 
                  the Licensed Product in such Combination Product and the 
                  denominator being Roberts', its Affiliate's or sublicensee's 
                  total cost of all Active Ingredients in such Combination 
                  Product. Cost shall be based on Roberts', its Affiliate's or
                  its sublicensee's accounting procedures which shall be in
                  accordance with generally accepted accounting practices.

      1.11  "Payment Computation Period" shall mean each three (3) month 
            ---------------------------
            period, or any portion thereof, ending on the last day of March, 
            June, September and December of a given year.

      1.12  "Pfizer" shall mean Pfizer Inc. and its Affiliates. 
             ------

      1.13  "Major Countries" shall mean the United Kingdom, France, 
             ---------------
             Germany, Italy, Spain and Japan.

      1.14  "Phase III Clinical Trials" shall have the meaning ascribed in 
             -------------------------
            Section 312.21(c) of Title 21 of the U.S. 
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                                      -5-

            Code of Federal Regulations as amended from time to time.

      1.15  "Roberts" shall mean Roberts Laboratories Inc. and its 
             -------
            Affiliates.

      1.16  "TI Delivery Date" means the date on which Pfizer has delivered 
             ----------------
            to Roberts all of the Technical Information specified in the list 
            attached as Exhibit 3.1(b).

      1.17  "Technical Information": shall mean all know-how, trade 
             ----------------------
            secrets, data, technology and scientific and technical information 
            owned by Pfizer that relate to or are useful in connection with the 
            Licensed Products, including but not limited to:  (a) medical, 
            clinical, toxicological or other scientific data, (b) processes and 
            analytical methodology used in development, testing, analysis, 
            manufacture and packaging of the Licensed Products and (c) the 
            contents of any IND's or similar regulatory filings for Licensed 
            Products.

      1.18  "Territory" shall mean all countries of the world.
             ---------

      1.20  "444 Patent" means U.S. Patent No. 4,975,444, which claims all 
             ----------
            forms of the Compound and expires on   August 25, 2009.

      1.21  "Amorphous Patents" means collectively the '444 Patent and all 
             -----------------
            foreign counterparts of the '444 Patent. 
                                                     

      1.22  "Amorphous Licensed Products" means Licensed Products that 
             ----------------------------
            are claimed by the Amorphous Patents but are not claimed by the 
            Polymorphic Patents. 
                                 

      1.23  "First Option Period Negotiations"  means the
             --------------------------------
            negotiations described in Section 16.1.

      1.24  "First Conversion Option" means the option described in Section 
             -----------------------
            16.2.

      1.25  "First Option Commencement Date" means February 25, 2007.
             ------------------------------
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                                      -6-

      1.26  "First Option Expiration Date" means the date that is ninety 
             ----------------------------
            (90) days after the First Option Commencement Date.

      1.27  "First Option Period" means the period of time beginning on the 
             -------------------
            First Option Commencement Date and ending on the First Option 
            Expiration Date.

      1.28  "750 Patent Application" means U.S. Patent Application serial 
             ----------------------
            number 08/648,001, which claims the polymorphic form of the 
            Compound, was filed on May 28, 1996 and claims priority from PCT/EP 
            94/0375 filed on November 9, 1994.

      1.29  "Polymorphic Patents" means collectively all patents issuing on 
             -------------------
            the '750 Patent Application and all foreign counterparts of such 
            patents.

      1.30  "Polymorphic Licensed Products" means Licensed Products that 
             -----------------------------
            are claimed by the Polymorphic Patents.

      1.31  "Second Option Period Negotiations" means the negotiations 
             ---------------------------------
            described in Section 16.3.

      1.32  "Second Conversion Option" means the option described in 
             ------------------------
            Section 16.4

      1.33  "Second Option Commencement Date" means November 9, 2010.
             -------------------------------

      1.34  "Second Option Expiration Date" means the date that is ninety 
             -----------------------------
            (90) days after the Second Option Commencement Date.

      1.35  "Second Option Period" means the period of time beginning on 
             --------------------
            the Second Option Commencement Date and ending on the Second Option 
            Expiration Date.

      1.36  "Reimbursable Development Costs Amount" means the sum of (a)the 
             -------------------------------------
            out-of-pocket costs occurred worldwide by Roberts (including any 
            and all payments made under Section 3 of this Agreement) in 
            connection with its development of Licensed Products and efforts to 
            obtain
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                                      -7-

            NDA approval thereof through the date on which Pfizer and Roberts
            consummate the agreement referred to in Sections 16.1 (c) or 16.3
            (c) as appropriate, including without limitation the costs of
            clinical studies, formulation development and manufacturing process
            improvements and (b) interest upon all such costs, compounded from
            the last day of the year in which such costs are accrued through the
            date on which such agreement is consummated at a monthly variable
            rate of one percent above the prime lending rate of Citibank, N.A.,
            New York, New York.

SECTION 2 - Grant of Licenses
-----------------------------

      2.1   Subject to the terms of this Agreement, Pfizer hereby grants to 
            Roberts, and Roberts hereby accepts, (a) a royalty bearing, 
            exclusive license, including the right to sublicense, under the 
            Licensed Patents to make, have made, use, offer to sell, sell, and 
            import Licensed Products in the Territory, and (b) a royalty 
            bearing exclusive license, including the right to sublicense, to 
            use Technical Information in connection with the manufacture, use, 
            offer to sell, sale and importation of Licensed Products in the 
            Territory.  It is understood that the foregoing exclusive licenses 
            grant to Roberts the rights enumerated to the exclusion of all 
            other parties, including Pfizer, except for the right of Pfizer, 
            for purely experimental and research purposes only, to make and use 
            Licensed Products under the Licensed Patents and to use Technical 
            Information in connection therewith.  Pfizer shall consult with 
            Roberts before initiating any studies involving the Licensed 
            Products.

      2.2   Notwithstanding Section 2.1, this Agreement does not grant Roberts 
            any license to make, have made, use, offer to sell, sell or import 
            the Licensed Products in the Territory in connection with the 
            development or commercialization of Licensed Products for use in 
            treating, preventing or curing diseases in non-humans.  Pfizer 
            retains all rights to develop and commercialize the Licensed 
            Products for use in non-humans.
<PAGE>
 
                                      -8-

SECTION 3 - License and Due Diligence Payments
----------------------------------------------

      3.1   In partial consideration of the licenses granted to Roberts in this 
            Agreement, Roberts shall pay to Pfizer license fees in the total 
            amount of either $13,000,000 or $11,000,000, payable as follows:

            (a)   $1,000,000 upon execution of this Agreement by both parties:

            (b)   $2,000,000 within 30 days after the delivery to Roberts of 
                  all of the Technical Information specified in the list 
                  attached as Exhibit 3.1 (b):
                              ---------------

            (c)   $2,000,000 within 30 days after the date on which Roberts' 
                  IND first becomes effective in the U.S. or a Major Country;

            (d)   $2,000,000 upon the earlier of the following two dates:  (i) 
                  the date that is six (6) months after the first submission by 
                  Roberts of an NDA in the U.S. or in or for a Major Country, 
                  or (ii) the date that is 30 days after the earlier of FDA 
                  acceptance for filing of an NDA submitted by Roberts in the 
                  U.S., or comparable action in or for a Major Country.

            (e)   If prior to the sixth anniversary of the TI Delivery Date 
                  either the FDA has accepted for filing an NDA submitted by 
                  Roberts in the U.S. or comparable action is taken prior to 
                  such anniversary in a Major Country, (i) $3,000,000 within 30 
                  days after the earlier of (A) the date on which the first NDA 
                  submitted by Roberts is approved in the U.S. or (B) the date 
                  on which an NDA or NDAs permitting sale in at least two Major 
                  Countries is or are first approved and (ii) an additional 
                  $3,000,000 within twelve months after the earlier of the 
                  dates referred to in Clauses (A) and (B).

            (f)   If prior to the sixth anniversary of the TI Delivery Date an 
                  NDA submitted by Roberts in the 
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                                      -9-

                  U.S. has not been accepted for filing nor has comparable
                  action been taken in or for a Major Country, $4,000,000 within
                  30 days after the earlier of (i) the date on which the first
                  NDA submitted by Roberts is approved in the U.S. or (ii) the
                  date on which an NDA or NDAs permitting sale in at least two
                  Major Countries is or are first approved.

      3.2   Due Diligence Payments

            In addition, Roberts shall pay Pfizer the following if the 
            specified conditions are met:

            (a)   $1,000,000 within 30 days after the second anniversary of the 
                  TI Delivery Date if Roberts has not initiated Phase III 
                  Clinical Trials of the Licensed Product by such anniversary.

            (b)   $2,000,000 within 30 days after the sixth anniversary of the 
                  TI Delivery Date, if an NDA in the U.S. is not accepted for 
                  filing by the FDA nor has comparable action been taken in a 
                  Major Country by such anniversary.

      3.3   Roberts will immediately inform Pfizer by telephone and in writing 
            of the achievement of each milestone referred to in Section 3.1(b) 
            through (f).  Roberts shall also provide Pfizer with a written 
            status report of the development progress of all Licensed Products 
            by March 1 and September 1 of every year in which this Agreement is 
            in effect.

SECTION 4 - Royalty Payments
----------------------------


      4.1   In partial consideration of the licenses granted to Roberts in this 
            Agreement, and the disclosure to Roberts of Technical Information 
            hereunder, Roberts shall pay to Pfizer royalties based on Net Sales 
            of Licensed Products during each Payment Computation Period as 
            follows:
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            (a)   At the rate of seven percent (7%) of the first $100,000,000 
                  of worldwide Net Sales in any given year;

            (b)   At the rate of ten percent (10%) of all worldwide Net Sales 
                  over $100,000,000 in any given year.

      4.2   The duration of royalty payments under Section 4.1 shall be 
            determined on a country-by-county basis and shall continue in each 
            country until the earlier of (a) the expiration of the last to 
            expire of the Licensed Patents (if any) in such country with claims 
            directed to the Licensed Product sold in such country by Roberts or 
            its sublicensees, or (b) fifteen (15) years from the date of first 
            commercial sale of Roberts or its sublicensees of any Licensed 
            Product for use in humans in such country.  After the expiration of 
            Roberts' royalty obligations in a country, the licenses then in 
            effect (as modified under Section 16) shall be fully paid-up.

      4.3   Once Roberts launches a Licensed Product, Roberts agrees to use its 
            best efforts to maximize Net Sales of the Licensed Product.

SECTION 5 - Payment Procedures, Reports, Records, Taxes, Auditing
-----------------------------------------------------------------

      5.1   Sales between or among Roberts, its Affiliates and its
            sublicensees shall not be subject to royalties under Section 4, but 
            in such cases royalties shall be calculated upon Net Sales to an 
            independent third party.  Roberts Pharmaceutical Corporation shall 
            be responsible for payment of any royalties accrued on sales of 
            Licensed Products to such independent third party through its 
            affiliates or sublicensees.

      5.2   Roberts shall pay to Pfizer royalties on Net Sales during each 
            Payment Computation Period within sixty (60) days after the end of 
            each such Payment Computation Period, and each payment shall be 
            accompanied by a report identifying the Licensed Product, the Net 
            Sales, and the royalties payable to Pfizer, as well as computation 
            thereof.
<PAGE>
 
                                      -11-

      5.3   All payments to be made by Roberts to Pfizer under this Agreement 
            shall be made and reported in Dollars.  The rate of exchange to be 
            used in computing the amount of Net Sales and the Dollars due 
            Pfizer shall be calculated using Roberts' then current standard 
            exchange rate methodology, which methodology is used by Roberts in 
            the translation of its foreign currency operating results for 
            external reporting; is consistent with United States generally 
            accepted accounting principles and is reviewed and approved by 
            Roberts' independent certified public accountants.

      5.4   Taxes required to be paid or withheld by Roberts, or its 
            sublicensees for the account of Pfizer on amounts payable to Pfizer 
            under this Agreement shall be deducted from the amounts due 
            hereunder at the rates specified by applicable law.  In addition, 
            Roberts shall provide promptly to Pfizer receipts from the 
            government or taxing authority evidencing payment of such taxes.

      5.5   Roberts and its sublicensees shall keep full and accurate books and 
            records setting forth gross sales, Net Sales, and amounts payable 
            to Pfizer hereunder.  Roberts shall permit Pfizer, at Pfizer's 
            expense, by independent certified public accountants employed by 
            Pfizer and reasonably acceptable to Roberts upon written notice to 
            Roberts and no more than once a year, to examine such books and 
            records at any reasonable time, but not later than five (5) years 
            following the rendering of any such reports, accountings and 
            payments.  Such independent accountants shall not disclose to 
            Pfizer any of Roberts' cost data.  The opinion of said independent 
            accountants regarding such reports, accountings and payments shall 
            be binding on the parties hereto.  All amounts of Net Sales shall 
            be determined from the books and records of Roberts maintained in
            accordance with United States generally accepted accounting
            principles, consistently applied.

      5.6   Roberts shall pay interest to Pfizer upon any and all amounts 
            payable under Section 3 and 4 (including royalties that are 
            contested or overlooked but later 
<PAGE>
 
                                      -12-

            paid) that are at any time overdue and payable to Pfizer at a
            monthly variable interest rate of 1% above the prime lending rate of
            Citibank, N.A., New York, New York which was in effect on the first
            day of the preceding calendar month, such interest accruing from the
            date when such royalties are due and payable as provided herein to
            the date of payment.

SECTION  6 - Disclosure of Information
--------------------------------------

      6.1   Pfizer shall deliver photocopies or originals of all of the 
            Technical Information listed on Exhibit 3.1(b) within six (6) 
            months after the execution of this Agreement.  Within ten (10) 
            calendar days after such delivery, Roberts shall either confirm its 
            receipt of all such Technical Information or specify which of such 
            Technical Information it has not received.  All such Technical 
            Information is subject to the disclaimers and caveats set forth on 
            Exhibit 3.1(b).

      6.2   During the term of this Agreement or if this Agreement is 
            terminated by Roberts or Pfizer, for five (5) years after such 
            termination hereof, Roberts shall keep confidential and not 
            disclose to others or use for any purpose, other than in connection 
            with the discharge of its obligations or exercise of its rights 
            under this Agreement, any Technical Information supplied in writing 
            by Pfizer or its Affiliates; provided, however, that the foregoing 
            obligations of confidentiality and non-use shall not apply to the 
            extent that any such information (a) already known to Roberts at 
            the time of disclosure hereunder or hereafter developed by Roberts 
            independent of any disclosure hereunder as Roberts can demonstrate 
            by competent proof; or (b) is or becomes publicly known prior to or 
            after disclosure other than through acts or omissions of Roberts or 
            its employees or (c) is disclosed in good faith to Roberts by a 
            third party under a reasonable claim of right.  Any disclosure of 
            Technical Information to third parties shall be subject to 
            confidentiality obligations consistent with the provisions of this 
            Section 6.2, to the extent possible under applicable law.  Nothing 
            herein shall be deemed to prevent Roberts investigators 
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                                      -13-

            from publishing the results of their work.

      6.3   In connection with the furnishing by Pfizer of Technical 
            Information hereunder, Pfizer agrees, at the request of Roberts, to 
            allow personnel of Roberts to visit facilities of Pfizer and its 
            Affiliates and to consult with their personnel, at mutually 
            agreeable times, to discuss and review such information.  In 
            addition, Pfizer agrees, at the request of Roberts and at Roberts' 
            expense, to allow personnel of Pfizer or its Affiliates to visit 
            Roberts' manufacturing and research facilities, at mutually 
            agreeable times to discuss and review such information.

      6.4   During the term of this Agreement and for five (5) years after 
            expiration or termination hereof (except in case of termination by 
            Pfizer under Section 13), Pfizer shall keep confidential and not 
            disclose to others or use for any purpose, other than in connection 
            with the discharge of its obligations or exercise of its rights 
            under this Agreement, any know-how, data or information that are 
            owned by Roberts, directed to Licensed Products and disclosed in 
            writing by Roberts and marked "confidential"; provided, however, 
            the foregoing obligations of confidentiality and non-use shall not 
            apply to the extent that such know-how, data and information is:  
            (a) already known to Pfizer at the time of disclosure hereunder or 
            hereafter developed by Pfizer independent of any disclosure 
            hereunder as Pfizer can demonstrate by competent proof; or (b) 
            publicly known prior to or after disclosure hereunder other than 
            through acts or omissions of Pfizer or its employees; or (c) 
            disclosed in good faith to Pfizer by a third party under a 
            reasonable claim of right.  Nothing herein shall be deemed to 
            prevent Pfizer investigators from publishing the results of their 
            work.

      6.5   All Technical Information heretofore disclosed by Pfizer to Roberts 
            and any know-how, data and information disclosed by Roberts to 
            Pfizer shall be deemed to have been disclosed pursuant to this 
            Agreement and shall be subject to the provisions of 
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                                      -14-

            this Agreement,  including but not limited to Sections 6.3 and 6.4

SECTION 7 - Supply of Bulk Sampatrilat
--------------------------------------

      7.1   Except as specified below, Roberts alone will be responsible for 
            manufacturing all Licensed Product needed to meet its developmental 
            and commercial requirements.  Pfizer will supply Roberts with 
            approximately 20 kilograms of bulk sampatrilat and will use 
            reasonable efforts to extend the period during which such bulk
            sampatrilat may be used under U.S. law and regulations in clinical
            studies such as by extending the shelf life of such bulk
            sampatrilat. The outcome of Pfizer's efforts to extend such period
            is not assured and will have no impact on either parties' rights or
            obligations under this Agreement.

      7.2   PFIZER EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES 
            (INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY) WITH 
            RESPECT TO THE BULK SAMPATRILAT IT SUPPLIES TO ROBERTS UNDER 
            SECTION 7.1

SECTION 8 - Prosecution, Maintenance and Extension of Patents
-------------------------------------------------------------

      8.1   Pfizer and Roberts shall cooperate in connection with the continued 
            prosecution by Pfizer of the patent applications listed in Exhibit 
            1.7(a).  Such cooperation shall include, without limitation: (a) 
            Roberts shall have full access to all documentation, filings and 
            communications to or from the respective patent offices, and shall 
            be kept fully advised as to the status of all pending applications; 
            (b) Pfizer, its agents and attorneys will use their reasonable 
            efforts to secure grant of all the Licensed Patents and will 
            consult with Roberts in the event that any country rejects any of 
            the patent applications constituting Licensed Patents; and (c) 
            Pfizer, its agents and attorneys will give due consideration to all 
            suggestions and comments of Roberts regarding any aspect of such 
            patent prosecutions.

      8.2   In addition, Pfizer shall take all necessary steps and 
<PAGE>
 
                                      -15-

            pay all expenses necessary to maintain for the full life thereof all
            Licensed Patents. Pfizer and Roberts shall consult with each other
            during the term of this Agreement to determine a worldwide patent
            filing strategy. Roberts shall use reasonable efforts to reduce or
            eliminate patent prosecution and maintenance costs related to the
            Licensed Patents in countries where Roberts has no reasonable
            expectation of actively making, using or selling the Licensed
            Products.

      8.3   Unless Pfizer elects to do so, Roberts shall have the right, upon 
            consultation with Pfizer, to file on behalf of and as agent for 
            Pfizer all applications and filings and take all actions necessary 
            to obtain the benefits under the Drug Price Competition and Patent 
            Term Restoration Act of 1984 and any amendments thereof.  Pfizer 
            agrees to sign such further authorizations and instruments and take 
            such further actions as may be requested by Roberts to implement 
            the foregoing.

      8.4   Pfizer and Roberts shall cooperate to obtain Supplementary 
            Protection Certificates in Europe where possible and for this 
            purpose Roberts shall inform Pfizer promptly of any country which 
            grants regulatory approval for Licensed Products and, upon request, 
            shall provide Pfizer with a summary of the registration documents 
            or any other documents reasonably required by Pfizer for such 
            purpose.

      8.5   If any claim of a Licensed Patents becomes, within any country in 
            the Territory, the subject of a judgment, decree or decision of a 
            court, tribunal, or other authority of competent jurisdiction, 
            which judgment, decree, or decision is or becomes final (there 
            being no further right of review) and adjudicates the validity, 
            enforceability, scope, or infringement of the same, the 
            construction of such claim in such judgment, decree or decision 
            shall be followed thereafter in such country in determining whether 
            a product is licensed hereunder, not only as to such claim but also 
            as to all other claims to which such construction reasonably 
            applies.  If at any time there are two or more conflicting final 
            judgments, decrees, or decisions with respect to the 
<PAGE>
 
                                      -16-

            same claim, the decision of the higher tribunal shall thereafter
            control, but if the tribunal be of equal rank, then the final
            judgment, decree, or decision more favorable to such claim shall
            control unless and until the majority of such tribunals of equal
            rank adopt or follow a less favorable final judgment, decree, or
            decision, in which event the latter shall control.

      8.6   Roberts shall mark all Licensed Products made, used or sold under 
            the terms of this Agreement, or their containers, in accordance 
            with the patent laws of the country where made, used or sold.

SECTION 9 - Infringement Of Licensed Patents
--------------------------------------------

      9.1   Roberts shall give Pfizer prompt notice of any infringement, 
            potential infringement or suspected infringement of the Licensed 
            Patents that may come to Roberts' attention.  Pfizer shall give 
            Roberts prompt notice of its intent to bring legal action against a 
            party for infringing the Licensed Patents.  Promptly after any such 
            notice, the party receiving the notice shall consult and cooperate 
            fully with the other to determine a course of action, including, 
            but not limited to, the commencement of legal action by one or both 
            parties, to cause such infringement, potential infringement or 
            suspected infringement to be terminated.  Each party, at its 
            option, may elect to participate in or commence such a legal 
            action. In the event of a joint action in which both parties agree
            to participate, the parties will share in the costs and the recovery
            of the agreed upon course of action in a manner to be agreed upon.
            Failing agreement on a course of action to abate infringement,
            potential infringement or suspected infringement within thirty (30)
            days of the time such infringement, potential or suspected
            infringement becomes known to both parties, either party shall have
            the right, at its own expense, (a) to initiate and prosecute an
            action against the infringer and retain whatever damages are
            recovered and (b) to take whatever other steps it shall deem
            advisable. In the event Roberts is unable to initiate and prosecute
            any such action solely in its own name, Pfizer will 
<PAGE>
 
                                      -17-

            execute all documents necessary for Roberts to initiate and
            prosecute such action and cooperate in such action, at the cost and
            expense of Roberts, and vice versa. Neither party will enter into
            any settlement of any action referred to in this Section 9.1 without
            the other party's prior consent, which consent shall not be
            unreasonably withheld.

      9.2   Roberts and Pfizer shall, at the other's request, take all action 
            necessary to assist in suits initiated under Section 9.1 (including 
            joining as a party).                                        

SECTION 10 - Representations, Warranties and Covenants
------------------------------------------------------

      10.1  Pfizer hereby represents and warrants to Roberts as follows:

            (a)   Pfizer has the corporate power and authority to execute and 
                  deliver this Agreement and to perform its obligations 
                  hereunder, and the execution, delivery and performance of 
                  this Agreement by Pfizer have been duly and validly 
                  authorized and approved by proper corporate action on the 
                  part of Pfizer, and Pfizer has taken all other action 
                  required by law, its corporate statutes, certificate of 
                  incorporation or by-laws or any agreement to which it is a 
                  party or to which it may be subject required to authorize 
                  such execution, delivery and performance.  Assuming due 
                  authorization, execution and delivery on the part of Roberts, 
                  this Agreement constitutes a legal, valid and binding 
                  obligation of Pfizer, enforceable against Pfizer in 
                  accordance with its terms, except as the enforceability 
                  thereof may be limited by applicable bankruptcy, insolvency, 
                  reorganization or other similar laws of general application 
                  relating to creditors' rights.

            (b)   To the best of Pfizer's knowledge, the execution and delivery 
                  of this Agreement by Pfizer and the performance by Pfizer 
                  contemplated hereunder will not violate any ordinance, law, 
                  decree or government regulation or any order of any court or 
<PAGE>
 
                                      -18-

                  other governmental department, authority, agency or 
                  instrumentality thereof.

            (c)   To the best of Pfizer's knowledge, as of the date hereof the 
                  issued Licensed Patents are valid and enforceable patents and 
                  are not being infringed.  In addition, Pfizer is the legal 
                  and beneficial owner of all the Licensed Patents and all of 
                  the Technical Information, and no other person, firm, 
                  corporation or other entity has any right, interest or claim 
                  in or to the Licensed Patents or Technical Information.

            (d)   Neither the execution and delivery of this Agreement nor the 
                  performance hereof by Pfizer requires Pfizer to obtain any 
                  permits, authorizations or consents from any governmental 
                  body or from any other persons, firm or corporation, and such 
                  execution, delivery and performance will not result in the 
                  breach of or give rise to any termination of any agreement or 
                  contract to which Pfizer may be a party or which otherwise 
                  relates to the Licensed Patents, Technical Information or the 
                  Licensed Products.

      10.2  Roberts hereby represents and warrants to Pfizer as follows:

            (a)   Roberts has the corporate power and authority to execute and 
                  deliver this Agreement and to perform its obligations 
                  hereunder, and the execution, delivery and performance of 
                  this Agreement by Roberts has been duly and validly 
                  authorized and approved by proper corporate action on the 
                  part of Roberts, and Roberts has taken all other action 
                  required by law, its certificate of incorporation or by-laws 
                  or any agreement to which it is a party or to which it may be 
                  subject required to authorize such execution and delivery.  
                  Assuming due authorization, execution and delivery on the 
                  part of Pfizer, this Agreement constitutes a legal, valid and 
                  binding obligation of Roberts, enforceable against Roberts in 
                  accordance with its 
<PAGE>
 
                                      -19-

                  terms, except as the enforceability thereof may be limited by
                  applicable bankruptcy, insolvency, reorganization or other
                  similar laws of general application relating to creditors'
                  rights.

            (b)   To the best of Roberts' knowledge, the execution and delivery 
                  of this Agreement and the performance by Roberts contemplated 
                  hereunder will not violate any state, federal or other 
                  statute or regulation or any order of any court or other 
                  governmental department, authority, agency or instrumentality 
                  of the United States.

            (c)   Neither the execution and delivery of this Agreement nor the 
                  performance hereof by Roberts requires Roberts to obtain any 
                  permits, authorizations or consents from any governmental 
                  body or from any other persons, firm or corporation, and such 
                  execution, delivery and performance will not result in the 
                  breach of or give rise to any termination of any agreement or 
                  contract to which Roberts may be a party.

      10.3  Pfizer disclaims any implied warranty that Licensed Products made 
            in accordance with Licensed Patents have commercial utility.

SECTION 11 - Indemnification
----------------------------

      11.1  Roberts agrees to indemnify, defend and hold Pfizer and its 
            directors, officers, agents and employees (the "Pfizer Parties") 
            harmless from all loss, damage, liability, claim of loss, lawsuit, 
            action, cost, fees (including reasonable attorneys' fees), 
            expenses, and other claims asserted against them or any of them for 
            any damage, injury or death arising directly or indirectly as a 
            result of the clinical or animal testing or use, manufacturing, 
            processing, packaging, marketing, sale, distribution or disposal of 
            Licensed Products, or the disposal of wastes produced in the course 
            of any of the foregoing activities in each case by Roberts or its 
            sublicensees; provided, however, (a) such loss, damage, liability, 
            claim, lawsuit or action 
<PAGE>
 
                                      -20-

            shall not be the result of the gross negligence or intentional
            misconduct on the part of the Pfizer Parties, and (b) that Pfizer
            shall give Roberts notice as soon as practicable of any such claim
            or action and that Roberts shall have the right to participate in
            any compromise, settlement or defense hereof.

SECTION 12 - Termination
------------------------

      12.1  This Agreement shall be effective as of the date first set forth 
            above and shall remain in effect for so long as Roberts is 
            obligated to make payments to Pfizer under Sections 3 and 4, unless 
            earlier terminated as provided herein.  The provisions of Sections 
            6 and 11 shall survive the expiration or termination of this
            Agreement. In addition, the provisions of the last sentence of
            Section 4.2 with respect to the fully paid-up Technical Information
            license shall survive the expiration of this Agreement.

SECTION 13 - Termination
------------------------

      13.1  Roberts shall have the exclusive option at any time to terminate 
            this Agreement in full for whatever reason upon ninety (90) days' 
            prior written notice to Pfizer.

      13.2  If either Roberts or Pfizer materially breaches or defaults in the 
            performance or observance of any of the provisions of this 
            Agreement, and such breach or default is not cured within sixty 
            (60) days after the giving of notice by the other party specifying 
            such breach or default, the other party shall have the right to 
            terminate this Agreement upon a further thirty (30) days notice.  
            If any representation or warranty of any party as contained in this 
            Agreement shall be materially incorrect or inaccurate, such shall 
            be deemed to be a material breach or default of this Agreement by 
            such party.

      13.3  Termination of this Agreement for any reason shall be without 
            prejudice to:  (i) the rights and obligations of the parties as 
            provided in Sections 6 and 11; (ii) Pfizer's right to receive all 
            payments accrued under 
<PAGE>
 
                                      -21-

            Sections 3 and 4 prior to the effective date of such termination;
            and (iii) any other remedies which either party may otherwise have.

      13.4  Upon any termination by Pfizer under Section 13.2, and to the 
            extent requested by Pfizer, Roberts shall, at its sole expense, 
            transfer to Pfizer all Technical Information delivered to Roberts 
            hereunder, all scientific and technical information developed by 
            Roberts regarding Licensed Products, all INDs, NDAs and other 
            governmental health registrations and approvals regarding Licensed 
            Products; provided, however, Pfizer shall not be entitled to any 
            rights under any Roberts patents or scientific or technical 
            information to the extent such do not relate to Licensed Products 
            as a single entity.

SECTION 14 - Force Majeure
--------------------------

      14.1  Neither party shall be liable to the other for loss or damages or 
            shall have any right to terminate this Agreement for any default or 
            delay attributable to any force majeure event, including but not 
            limited to acts of God, acts of government, fire, flood, earthquake,
            strikes, labor, disputes, and the like, if the party affected shall
            give prompt notice of any such cause to the other party. The party
            giving such notice shall thereupon be excused from such of its
            obligations hereunder as it is thereby disabled from performing for
            so long as it is so disabled and for 60 days thereafter; provided,
            however, that such affected party commences and continues to take
            reasonable and diligent actions to cure such cause. Notwithstanding
            the foregoing, nothing in this Section 14.1 shall excuse or suspend
            the obligation to make any payment due hereunder in the manner and
            at the time provided. If a party's performance cannot be resumed
            within 180 days of its suspension, this Agreement may be terminated
            by the other party upon 30 days advance written notice.

SECTION 15 - Assignment
-----------------------

      15.1  Except as expressly provided herein, neither party may 
<PAGE>
 
                                      -22-

            assign its rights and obligations under this Agreement except to an
            Affiliate without the prior written consent of the other, except a
            party may make such an assignment without the other party's consent
            in connection with any merger or sale of all or substantially all of
            its assets to which this Agreement relates. This Agreement shall be
            binding upon and inure to the benefit of the successors and
            permitted assignees of the parties hereto. If any assignment of this
            Agreement occurs, the assignor shall remain liable for all payments
            and obligations hereunder of the assignee.

SECTION 16 - Option Rights Retained by Pfizer
---------------------------------------------

      16.1  First Option Period Negotiations
            --------------------------------

            (a)   Evaluation Period.  At any time during the First Option 
                  -----------------
                  Period, if Pfizer is interested in initiating the 
                  negotiations referred to in Section 16.1(c), Pfizer may elect 
                  to initiate an evaluation period by giving written notice to 
                  Roberts of its desire to initiate such evaluation period.

            (b)   Roberts' Obligations during the Evaluation Period.  If 
                  -------------------------------------------------
                  Pfizer elects to initiate the evaluation period pursuant to 
                  Section 16.1(a), Roberts shall (i) give Pfizer access to any 
                  INDs or NDAs maintained by Roberts with respect to the 
                  Amphorous Licensed Products, (ii) make available personnel 
                  qualified to respond to any Pfizer questions concerning such
                  filings, and (iii) notify Pfizer of its estimate of the 
                  Reimbursable Development Costs Amount, assuming consummation 
                  of the agreement referred to in Section 16.1(c) on the last 
                  day of the First Option Period.  For each day that elapses 
                  after the date on which Pfizer initiates the evaluation 
                  period and the date on which Roberts first complies with its 
                  obligations under the preceding sentence, the First Option 
                  Period shall be extended by a day.  Pfizer may use any 
                  information disclosed to Pfizer under this Section 16.1(b) 
<PAGE>
 
                                      -23-

                  solely in connection with its evaluation and negotiations 
                  under this Section 16.1.

            (c)   Initiation of First Option Period Negotiations.  At any 
                  ----------------------------------------------
                  time during the First Option Period, upon Pfizer's written 
                  request, Roberts will enter into good faith negotiations with 
                  Pfizer aimed at the consummation of an agreement under which

                  
                    (i)       the exclusive licenses under the Amorphous 
                              Patents and the Technical Information granted in 
                              Section 2.1 shall be converted automatically to 
                              non-exclusive licenses;

                    (ii)      Pfizer and any licensees it selects shall have 
                              automatically the right to make, have made, use, 
                              offer to sell, sell and import the Amorphous 
                              Licensed Products under the Amorphous Patents and 
                              using the Technical Information under brand names 
                              that are different from the brand names used by 
                              Roberts for the Licensed Products;

                    (iii)     Roberts will furnish Pfizer immediately with a 
                              complete copy of Roberts' INDs and NDAs for 
                              Amorphous Licensed Products;

                    (iv)      Roberts shall grant Pfizer immediately the right 
                              to refer to Roberts' INDs and NDAs in connection 
                              with any applications by Pfizer for INDs or NDAs 
                              for Amorphous Licensed Products;

                    (v)       Pfizer shall automatically have a non-exclusive 
                              worldwide license from Roberts, with the right to 
                              sublicense, to use the contents of such INDs and
                              NDAs in connection with the manufacture, use, 
                              offer to sell, sale and importation 
<PAGE>
 
                                      -24-

                              of the Amorphous Licensed Products;

                    (vi)      In full consideration of the rights and license 
                              referred to in Section 16.1(d) (iv) and (v), 
                              within thirty (30) days after the date on which 
                              Pfizer enters into the agreement with Roberts, 
                              Pfizer shall pay Roberts a fair percentage of the 
                              Reimbursable Development Costs Amount, which as 
                              of this date the parties estimate to be 50%;

                    (vii)     Roberts will supply all of Pfizer or any 
                              licensee's developmental and commercial 
                              requirements of Amorphous Licensed Products;

                    (viii)    Upon commercial launch by Pfizer or any of its 
                              licensees of any Amorphous Licensed Products in 
                              any country, the royalty rates applicable to 
                              sales in such country under Section 4 shall be 
                              reduced automatically by a fair percentage, which 
                              as of this date the parties estimate to be 
                              seventy-five percent (75%);

                    (ix)      The parties shall establish promptly a mutually 
                              acceptable procedure for exchanging information 
                              regarding adverse experiences with respect to the 
                              Licensed Products.

            (d)   The outcome of the First Option Period Negotiations is not 
                  assured, Roberts not being under any obligation other than 
                  the obligation to negotiate in good faith.

      16.2  First Conversion Option
            -----------------------

            (a)   Exercise of First Conversion Option.  In lieu of 
                  -----------------------------------
                  exercising any of its rights under Section 16.1, at any time 
                  during the Fist Option Period, Pfizer 
<PAGE>
 
                                      -25-

                  may elect to exercise the First Conversion Option by giving
                  written notice to Roberts of such exercise.

            (b)   Effect of Exercise of First Conversion Option.  Upon 
                  ---------------------------------------------
                  Pfizer's exercise of the First Conversion Option, the 
                  following provisions shall apply automatically:

                    (i)       the exclusive licenses under the Amorphous 
                              Patents and the Technical Information granted to 
                              Roberts in Section 2.1 shall be converted 
                              automatically to non-exclusive licenses;

                    (ii)      Pfizer and any licensees selected by Pfizer shall 
                              have automatically the right to make, have made, 
                              use, offer to sell, sell and import the Amorphous 
                              Licensed Products under the Amorphous Patents and 
                              using the Technical Information under brand names 
                              that are different from the brand names used by 
                              Roberts for the Licensed Products;

                    (iii)     Upon Pfizer's request, Roberts and Pfizer will 
                              enter into good faith negotiations aimed at the 
                              consummation of a supply agreement under which 
                              Roberts would supply all of the developmental and 
                              commercial requirements of Amorphous Licensed 
                              Products of Pfizer or its licensees;

                    (iv)      Upon commercial launch by Pfizer or any of its 
                              licensees of any Amorphous Licensed Products in 
                              any country, the royalty rates set forth in 
                              Section 4 shall be reduced automatically by 
                              seventy-five percent (75%) for sales in such 
                              country;

                    (v)       The parties shall establish promptly a 
<PAGE>
 
                                      -26-

                              mutually acceptable procedure for exchanging
                              information regarding adverse experiences with
                              respect to the Licensed Products.

      16.3  Second Option Period Negotiations
            ---------------------------------

            (a)   Evaluation Period.  At any time during the Second Option 
                  -----------------
                  Period, if Pfizer is interested in initiating the 
                  negotiations referred to in Section 16.3(c), Pfizer may elect 
                  to initiate an evaluation period by giving written notice to 
                  Roberts of its desire to initiate such evaluation period.

            (b)   Roberts' Obligations during the Evaluation
                  ------------------------------------------
                  Period.  If Pfizer elects to initiate the evaluation period 
                  ------
                  pursuant to Section 16.1(a), Roberts shall (i) give Pfizer 
                  access to any INDs or NDAs maintained by Roberts with respect 
                  to the Polymorphic Licensed Products, (ii) make available 
                  personnel qualified to respond to any Pfizer questions 
                  concerning such filings, and (iii) notify Pfizer of its 
                  estimate of the Reimbursable Development Costs Amount, 
                  assuming consummation of the agreement referred to in Section 
                  16.3(c) on the last day of the Second Option Period.  For 
                  each day that elapses after the date on which Pfizer 
                  initiates the evaluation period and the date on which Roberts 
                  first complies with its obligations under the preceding 
                  sentence, the Second Option Period shall be extended by a 
                  day.  Pfizer may use any information disclosed to Pfizer 
                  under this Section 16.1(b) solely in connection with its 
                  evaluation and negotiations under this Section 16.3.

            (c)   Initiation of Second Option Period Negotiations.  At any 
                  -----------------------------------------------
                  time during the Second Option Period, upon Pfizer's written 
                  request, Roberts will enter into good faith negotiations with 
                  Pfizer aimed at the consummation of an agreement under which
<PAGE>
 
                                      -27-

                    (i)       the exclusive licenses under the Polymorphic 
                              Patents and the Technical Information granted in 
                              Section 2.1 shall be converted automatically to 
                              non-exclusive licenses;

                    (ii)      Pfizer and any licensees it selects shall have 
                              automatically the right to make, have made, use, 
                              offer to sell, sell and import the Polymorphic 
                              Licensed Products under the Polymorphic Patents 
                              and using the Technical Information under brand 
                              names that are different from the brand names 
                              used by Roberts for the Licensed Products;

                    (iii)     Roberts will furnish Pfizer immediately with a 
                              complete copy of Roberts' INDs and NDAs for 
                              Polymorphic Licensed Products;

                    (iv)      Roberts shall grant Pfizer immediately the right 
                              to refer to Roberts' INDs and NDAs in connection 
                              with any applications by Pfizer for INDs or NDAs
                              for Polymorphic Licensed Products;

                    (v)       Pfizer shall automatically have a non-exclusive 
                              worldwide license from Roberts, with the right to 
                              sublicense, to use the contents of such INDs and 
                              NDAs in connection with the manufacture, use, 
                              offer to sell, sale and importation of the 
                              Polymorphic Licensed Products;

                    (vi)      In full consideration of the rights and license 
                              referred to in Section 16.1(d)(iv) and (v), and 
                              so long as the agreement referred to in Section 
                              16.1(c) has not been consummated and the First 
                              Conversion Option has not been exercised, within 
                              thirty (30) days after the date on which Pfizer 
                              exercises the 
<PAGE>
 
                                      -28-

                              Second Hybrid Option, Pfizer shall pay Roberts a
                              fair percentage of the Reimbursable Development
                              Costs Amount, which as of this date the parties
                              estimate to be 50%.

                    (vii)     Roberts will supply all of Pfizer or any 
                              licensee's developmental and commercial 
                              requirements of Polymorphic Licensed Products;

                    (viii)    Upon commercial launch by Pfizer or any of its 
                              licensees of any Polymorphic Licensed Products in 
                              any country, and so long as the royalty rates 
                              have not already been reduced in such country, 
                              the royalty rates applicable to sales in such 
                              country under Section 4 shall be reduced 
                              automatically by a fair percentage, which as of 
                              this date the parties estimate to be seventy-five 
                              (75%).

                    (ix)      The parties shall establish promptly a mutually 
                              acceptable procedure for exchanging information 
                              regarding adverse experiences with respect to the 
                              Licensed Products.

            (d)   The outcome of the Second Option Period Negotiations is not 
                  assured, Roberts not being under any obligation other than 
                  the obligation to negotiate in good faith.

      16.4  Second Conversion Option
            ------------------------

            (a)   Exercise of Second Conversion Option. In lieu of 
                  ------------------------------------
                  exercising any of its rights under Section 16.3, at any time 
                  during the Second Option Period, Pfizer may elect to exercise 
                  the Second Conversion Option by giving written notice to 
                  Roberts of such exercise.
<PAGE>
 
                                      -29-

            (b)   Effect of Exercise of Second Conversion Option.  Upon 
                  ----------------------------------------------
                  Pfizer's exercise of the Second Conversion Option, the 
                  following provisions shall apply automatically:

                    (i)       the exclusive licenses under the Polymorphic 
                              Patents and the Technical Information granted to 
                              Roberts in Section 2.1 shall be converted 
                              automatically to non-exclusive licenses;

                    (ii)      Pfizer and any licensees selected by Pfizer shall 
                              have automatically the right to make, have made, 
                              use, offer for sale, sell and import the 
                              Polymorphic Licensed Products under the 
                              Polymorphic Patents and using the Technical 
                              Information under brand names that are different 
                              from the brand names used by Roberts for the 
                              Licensed Products;

                    (iii)     Upon Pfizer's request, Roberts and Pfizer will 
                              enter into good faith negotiations aimed at the 
                              consummation of a supply agreement under which 
                              Roberts would supply all of the developmental and 
                              commercial requirements of Polymorphic Licensed 
                              Products of Pfizer or its licensees;

                    (iv)      Upon commercial launch by Pfizer or any of its 
                              licensees of any Polymorphic Licensed Products in 
                              any country, and so long as the royalty rates 
                              have not already been reduced in such country, 
                              the royalty rates set forth in Section 4 shall be 
                              reduced automatically by seventy-five percent 
                              (75%) for sales in such country.

                    (v)       The parties shall establish promptly a mutually 
                              acceptable procedure for exchanging information 
                              regarding adverse
<PAGE>
 
                                      -30-

                              experiences with respect to the Licensed 
                              Products.

      16.5  Condition for Exercise of Options.  Pfizer may elect to 
            ---------------------------------
            initiate the evaluation periods and negotiations referred to in 
            Sections 16.1 and 16.3, or exercise the options referred to in 
            Sections 16.2 and 16.4, only if during the then most recent twelve 
            month period for which independent audited prescription drug sales 
            data are available, the Licensed Products have collectively 
            accounted for at least six percent (6%) of all worldwide sales of 
            pharmaceuticals sold for the treatment of hypertension in humans.

      16.6  Environmental Information Disclosure.  Upon Pfizer's request in 
            ------------------------------------
            connection with the exercise of its rights under this Section 16, 
            Roberts will furnish Pfizer with information (if any) reasonably 
            needed by Pfizer to assess the environmental, health and safety 
            requirements associated with the manufacture of Licensed Products.

SECTION 17 - Miscellaneous
--------------------------

      17.1  Governing Law - This Agreement shall be governed by and 
            -------------
            construed under the law of the State of New York, regardless of the 
            choice of law principles of New York or any other jurisdiction.

      17.2  Notices - Any notice required under this Agreement shall be in 
            -------
            writing sent by (a) certified mail, postage prepaid with return 
            receipt requested (b) Fed Ex or another reliable courier service or 
            (c) telefax (confirmed by such mail or courier service), addressed 
            as follows:

If to Roberts:                            If to Pfizer:

Roberts Pharmaceutical                    Pfizer Inc.
  Corporation                             235 East 42nd Street
Meridian Center II                        New York, NY  10017     
4 Industrial Way West                     Attention: General Counsel
Eatontown, NJ  07724
<PAGE>
 
                                      -31-

Attention: Anthony A. Rascio
            
Telefax:  (908) 389-1014                  Telefax:  (212) 808-8926

            All notices shall be deemed to be effective on the date sent.  In 
            case any party changes its addresses at which notice is to be 
            received, written notice of such change shall be given without 
            delay to the other party.

      17.3  Entire Agreement - This Agreement sets forth the entire 
            ----------------
            agreement and understanding between the parties hereto as to the 
            subject matter hereof and has priority over all documents, verbal 
            consents or understandings made between Pfizer and Roberts before 
            the conclusion of this Agreement with respect to the subject matter 
            hereof.  None of the terms of this Agreement shall be amended or 
            modified except in a writing signed by the parties hereto.

      17.4  Waivers - A waiver by any party of any term or condition of 
            -------
            this Agreement in any one instance shall not be deemed or construed 
            to be a waiver of such term or condition for any similar instance 
            in the future or of any subsequent breach hereof.  All rights, 
            remedies, undertakings, obligations and agreements contained in 
            this Agreement shall be cumulative and none of them shall be a 
            limitation of any other remedy, right, undertaking, obligation or 
            agreement of any party.

      17.5  Independent Contractor Status - Both parties shall act as 
            -----------------------------
            independent contractors, and nothing in this Agreement shall be 
            construed to give either party the power or authority to act for, 
            bind or commit the other party.

      17.6  Consents and Approvals - Whatever provision is made in this 
            ----------------------
            Agreement for either party to secure the consent or approval of the 
            other, that consent or approval shall not be unreasonably withheld, 
            and whenever in this Agreement provisions are made for one party to 
            object to or disapprove a matter, such objection or 
<PAGE>
 
                                      -32-

            disapproval shall not be exercised unreasonably.

      17.7  Public Statements - Neither party shall make any public 
            -----------------
            statement or issue any press release expressly or implicitly 
            specifying the financial terms of this Agreement without first 
            obtaining the consent of the other party (which consent shall not 
            be unreasonably withheld), except that consent of the other party 
            shall not be required as to any such public statement or other 
            communication (i) which is reasonably believed to be required by 
            law, or (ii) which has already been publicly disclosed and is still 
            accurate.  In addition, Roberts agrees not to use the name of 
            Pfizer or any of its subdivisions in any advertising or promotion 
            relating to the sale of Licensed Products.

      17.8  Headings and Sections - Headings in this Agreement are included 
            ---------------------
            herein for ease of reference only and have no legal effect.
            References to Sections are to Sections of this Agreement unless
            specified otherwise.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed as of the date first written above by their duly authorized officers.


Pfizer Inc.                               Roberts Laboratories Inc.
                         

    Signature not determined                  /s/ Robert A. Vukovich
By:___________________________            By:___________________________
                                                  President

In order to induce Pfizer Inc. to execute this Agreement, Roberts 
Pharmaceutical Corporation, the owner of all of the outstanding shares of 
Roberts Laboratories Inc., hereby guarantees the full and timely performance of 
all of the obligations of Roberts Laboratories Inc. under this Agreement.

Roberts Pharmaceutical Corporation

By:  /s/ Robert A. Vukovich
     ----------------------
     President