<PAGE>
                                                                   EXHIBIT 10.6


                                                                 EXECUTION COPY


                           COMPONENT SUPPLY AGREEMENT


Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.

         THIS SUPPLY AGREEMENT (this "Agreement") is made as of July 28, 2000
by and among Endeavor Pharmaceuticals Inc. ("Endeavor"), Berlex Laboratories,
Inc. ("Berlex"), and Berlichem, Inc. ("Berlichem").

                                    RECITALS

         WHEREAS, Endeavor and Berlex are parties to a License, Development,
and Regulatory Filing Agreement dated April 25, 1994, as amended, (the
"Development Agreement") relating to certain product rights and supply
obligations by and between the parties hereto;

         WHEREAS, the parties now wish to terminate the Development Agreement
and the rights and obligations therein;

         WHEREAS, Endeavor is currently developing a multi-component oral,
synthetic conjugated estrogens product for use in hormone replacement therapy
(the "CE Product") which utilizes finished active pharmaceutical ingredient
("API") provided by Organics/LaGrange, Inc. ("OLG"), and which is the subject
of an Investigational New Drug exemption ("IND");

         WHEREAS, an Affiliate (as defined herein) of Berlex produces Delta 8,
9 Dehydroestrone (the "Component") which is supplied to OLG as an intermediate
Component of the API; and

         WHEREAS, the parties wish to terminate the Development Agreement and
replace the Development Agreement with this Agreement relating to Berlex's
supply of the Component to Endeavor (through Berlichem) and certain
co-promotion rights of Berlex with respect to the CE Product;

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, in consideration of the mutual convenants contained
herein, the parties hereto agree as follows:

A.       Definitions. The following terms, when capitalized, shall have the
following meanings when used in this Agreement:

         "Affiliate" shall have the meaning set forth in Section 4(a).

         "ANDA" shall have the meaning set forth in Section 4(b).

         "API" shall have the meaning set forth in the recitals to this
Agreement.

         "CE Product" shall have the meaning set forth in the recitals to this
Agreement.


<PAGE>


         "Component" shall have the meaning set forth in the recitals to this
Agreement.

         "Confidential Information" shall have the meaning set forth in Section
16.

         "Development Agreement" shall have the meaning set forth in the
recitals to this Agreement.

         "FDA" shall mean the United States Food and Drug Administration.

         "IND" shall have the meaning set forth in the recitals to this
Agreement.

         "MPM" shall mean MPM Asset Management.

         "NDA" shall have the meaning set forth in Section 4(b).

         "OLG" shall have the meaning set forth in the recitals to this
Agreement.

         "Promissory Note" shall have the meaning set forth in Section 14.

         "SBVC" shall have the meaning set forth in Section 14.

         "Specifications" shall have the meaning set forth in Section 1(a).

1.       Supply of Component; Component Specifications.

         (a)      Subject to the terms and conditions set forth in this
                  Agreement, Berlex, through Berlichem, shall supply Endeavor's
                  requirements of Component during the term of this Agreement.
                  Endeavor shall purchase its requirements of Component from
                  Berlichem. The Component supplied by Berlex to Endeavor
                  through Berlichem shall be manufactured by an Affiliate of
                  Berlex. The Component to be supplied by Berlex hereunder
                  shall conform to the specifications contained in Schedule 1
                  to this Agreement (the "Specifications").

         (b)      Endeavor shall have the right (subject to obtaining approval
                  of FDA, if necessary), to change, with Berlex's consent
                  (which shall not be unreasonably withheld) end upon six (6)
                  months' advance written notice to Berlex, the Specifications:
                  provided, however, that (a) any change which Berlex is
                  reasonably able to implement in less than six (6) months
                  shall be implemented within the time period agreed upon by
                  Berlex and Endeavor, and (b) any such change occasioned by
                  the requirements of law, safety considerations, or the
                  request of FDA shall be implemented as soon as is reasonably
                  possible. In the event of any change described above, (A)
                  Berlex's inventory of obsolete materials (which amounts shall
                  be reasonable in light of Endeavor's forecasts) and
                  reasonable disposal costs thereof shall be charged to
                  Endeavor, (B) funding for capital improvements and/or
                  expansion required by the change (and of which Endeavor is
                  notified in advance) shall be provided by Endeavor, (C) any
                  other incremental cost incurred by Berlex or a Berlex
                  Affiliate as a consequence of such change in Specifications
                  shall be charged to Endeavor, and (D) Component pricing shall
                  be adjusted to reflect any increase or decrease in costs
                  resulting from such change in the Specifications. Berlex
                  shall not be required to accept any change in Specifications
                  requested by Endeavor which is outside of the technical
                  capability of its Affiliate responsible for production of
                  Component, or which would require a capital expenditure on
                  the part of such Affiliate.


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<PAGE>


         (c)      Berlex's Affiliate responsible for production of Component
                  shall permit Endeavor to inspect the production facilities
                  producing the Component, to review the production and quality
                  control procedures and records used to produce the Component
                  and to obtain such other information as Endeavor may
                  reasonably request to assure compliance with the
                  Specifications and Endeavor's regulatory obligations. Such
                  inspections shall take place no more frequently than once per
                  calendar year, and shall take place only on reasonable
                  advance written notice to the Berlex Affiliate responsible
                  for production of Component. The Berlex Affiliate responsible
                  for production of the Component shall have the right to
                  exclude proprietary processes and information from the
                  inspection. Such inspections shall be carried out for
                  Endeavor by individuals identified in advance to the Berlex
                  Affiliate responsibility for production, such identification
                  to include the scientific specialties of such individuals.
                  The number of inspectors shall be limited as reasonably
                  requested by the Berlex Affiliate responsible for production
                  of Component. The individuals carrying out the inspection on
                  behalf of Endeavor shall he reasonably satisfactory to the
                  Berlex Affiliate responsible for production of Component.
                  Process engineers shall not be included in the list of
                  individuals to inspect the production facilities.

         (d)      Berlex agrees that its Affiliate responsible for production
                  of Component shall manufacture the Component in compliance
                  with the Specifications and all applicable laws and
                  regulations, including, but not limited to, the FDA's current
                  Good Manufacturing Practices regulations. Berlex agrees that
                  its Affiliate responsible for production of the Component
                  shall keep current any drug master file submitted to the FDA
                  by or on behalf of such Berlex Affiliate relating to the
                  Component that is referenced by Endeavor in an NDA; provided,
                  however, that such Berlex Affiliate shall not be required to
                  Incur costs to keep such drug master file current that are
                  commercially unreasonably in light of the quantity of
                  Component ordered and forecasted by Endeavor unless the
                  parties are able to agree on a method of having such costs
                  borne by Endeavor. Berlex shall notify Endeavor in advance of
                  any material change in the methods of manufacture, quality
                  control procedures or the source or specifications of
                  materials used to produce the Component, and shall not make
                  any material change in such methods of manufacture, quality
                  control procedures or source or specification of materials
                  used to produce the Component without sufficient prior notice
                  to Endeavor to permit Endeavor to submit/secure necessary FDA
                  notifications or approvals. Berlex shall not make any
                  material change in the methods of manufacture, quality
                  control procedures or the source or specifications of
                  materials used to produce the Component that would cause a
                  market interrupting of the marketed product incorporating
                  API.

2.       Chemical Structure. Berlex represents and warrants to Endeavor that
         the chemical structure of the Component will be as shown in Schedule 2
         to this Agreement. Berlex agrees to disclose to Endeavor's outside
         patent counsel and outside patent counsel to Endeavor's Series E
         Investor MPM (under binder of confidentiality reasonably satisfactory
         to Berlex) such information as is available to Berlex regarding the
         synthesis and preparation of the Component so that outside patent
         counsel for Endeavor and MPM can determine whether the receipt and use
         of the Component by Endeavor infringes third party intellectual
         property rights. Such disclosure shall occur once, and outside patent
         counsel for Endeavor and MPM shall not retain a copy of the
         information disclosed by Berlex.

3.       Forecasts and Purchase Orders. Berlex will supply Endeavor's
         requirements for the Component in such quantities as Endeavor may
         order, subject to the qualifications contained in this Section. (a)
         Within ten (10) business days following the execution of this
         Agreement, Endeavor shall


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<PAGE>


         submit to Berlichem a forecast of the quantities of Component that
         Endeavor expects to order during the remainder of the year 2000.
         Purchase Orders for the remainder of the year 2000 shall be submitted
         by Endeavor to Berlichem no less than sixty (60) days before the
         delivery date specified therein. During calendar year 2000, Endeavor
         shall not submit orders in excess of the capacity to produce Component
         of Berlex's Affiliate responsible for production of Component. (b) By
         September 1st of 2000, and September 1st of each calendar year
         thereafter, Endeavor shall submit to Berlichem a forecast of the
         quantities of Component that Endeavor expects to order during the
         following calendar year. At least sixty (60) days before the end of
         each calendar quarter, Endeavor will provide Berlex with a firm
         purchase order setting forth the quantity of Component to be delivered
         to Endeavor during the next calendar quarter, specifying the delivery
         date or delivery dates, together with an updated forecast for the
         following three calendar quarters. Berlichem shall maintain production
         capacity to deliver the Component in quantities up to * of Endeavor's
         most recent Component forecast for the applicable calendar year. If
         Endeavor orders more than * of its forecast for any calendar year,
         Berlichem will be obligated to supply the Component in excess of * of
         forecast only to the extent its Affiliate responsible for production
         of Component can practicably produce and supply such additional
         amounts in a commercially reasonable manner. If during any calendar
         year Endeavor orders less than * of its most recent forecast for such
         calendar year, then Berlichem shall invoice Endeavor for the
         difference between the quantity of Component ordered by Endeavor
         during such calendar year and * of the quantity of Component most
         recently forecast by Endeavor for such calendar year, which invoice
         Endeavor shall pay within thirty (30) days of receipt, Berlichem shall
         notify Endeavor of the standard batch sizes for Component of its
         Affiliate responsible for production of the Component, and Endeavor
         shall place its orders for Component in terms of such batch sizes.

4.       Exclusivity.

         (a)      Berlex shall not sell the Component to any purchaser in the
                  United States for inclusion in the manufacture of a product
                  for hormone replacement therapy other than Endeavor or any
                  designee or licensee of Endeavor; provided, however, that
                  Berlex will have the right to use the Component to
                  manufacture, or have manufactured for it, finished products
                  for any indication containing the Component for sale in the
                  United States only by Berlex or an Affiliate of Berlex.
                  Berlex shall be free to supply the Component and products
                  containing the Component to purchasers that only allow the
                  sale of the Component, such products or any other products
                  produced therefrom in any country other than the United
                  States, or within the United States for a use other than
                  production of a product for hormone replacement therapy. When
                  used in capitalized form in this Agreement, "Affiliate"
                  means, as to any person or entity, any other person or entity
                  that directly or indirectly controls, is controlled by, or is
                  under common control with such entity.

         (b)      If Berlex or on Affiliate of Berlex elects to market an oral,
                  synthetic conjugated estrogens product for hormone
                  replacement therapy containing the Component in the United
                  States, then neither Berlex nor any affiliate of Berlex shall
                  file an abbreviated new drug application ("ANDA") in the
                  United States referencing any Endeavor new drug application
                  ("NDA") until not less than three (3) years have elapsed
                  after the initial FDA approval of the Endeavor NDA. This
                  clause (b) shall cease to bind Berlex with respect to any
                  Endeavor NDA that is referenced in an ANDA filed with FDA by
                  any third party that is not an Affiliate of Berlex or in any
                  way acting on behalf of Berlex or a Berlex Affiliate.

         (c)      (i) If Endeavor does not purchase at least * of the Component
                  in any calendar year, commencing with calendar year 2006,
                  then following the conclusion of such year the


*        Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment
         has been requested with respect to the omitted portions.


                                      -4-
<PAGE>


                  exclusivity obligations of Berlex set forth in Section 4(a)
                  shall terminate, and Berlex and its Affiliates shall have the
                  right to sell the Component to other customers in the United
                  States. (ii) Berlex's exclusivity obligations set forth in
                  Section 4(a) shall terminate in the event that Endeavor does
                  not have an NDA accepted for filing by FDA for an oral
                  synthetic conjugated estrogens product (for any indication)
                  by December 31, 2003, (iii) Berlex's exclusivity obligations
                  set forth in Section 4(a) shall terminate on December 31,
                  2010, and shall thereafter renew automatically for periods of
                  two calendar years unless Berlex provides written notice to
                  Endeavor of non-renewal at least six (6) months prior to
                  December 31, 2007, or six (6) months prior to the conclusion
                  of any two calendar year renewal period.

         (d)      Irrespective of the foregoing provisions of this Section, if
                  Berlex exercises its option under Section 10 hereof to
                  co-promote the CE Product, then Berlex will supply the
                  Component exclusively to Endeavor or Endeavor's designee for
                  use in a product for hormone replacement therapy in the
                  United States, and to no other purchaser for use in a product
                  for hormone replacement therapy in the United States, and
                  Berlex shall cease any use of the Component in a product for
                  hormone replacement therapy in the United States. For the
                  avoidance of doubt, the parties state that this clause (d)
                  does not preclude Berlex or any Berlex Affiliate from using
                  the Component in the manufacture of a pharmaceutical other
                  than a product for hormone replacement therapy in the United
                  States. This clause (d) shall not be applicable to the
                  conduct of Berlex and Berlex Affiliates outside of the United
                  States.

5.       Delivery; Certificate of Analysis; Invoicing. Berlichem will deliver
         the Component to OLG FOB OLG's facility in Illinois, or to such other
         location(s) as Endeavor may direct from time to time. Shipping costs
         shall be included in the price invoiced to Endeavor by Berlichem.
         Berlichem shall provide a certificate of analysis to Endeavor for each
         delivery of Component. Berlichem shall invoice Endeavor for each
         delivery of Component. Each invoice issued by Berlichem shall set
         Forth the amount to be paid in United States dollars, and shall be
         paid by Endeavor in United States dollars. Payment of each invoice
         shall be made by Endeavor within thirty (30) days of receipt of the
         Berlichem Invoice, unless Endeavor rejects the Component delivered
         pursuant to Section 6, in which case Endeavor Shall promptly pay the
         invoice within ten (10) days of decision of an independent testing
         laboratory adverse to Endeavor as set forth in Section 6. Berlichem
         shall have no obligation to ship Component in response to any Endeavor
         purchase order if payment by Endeavor for any previous delivery of
         Component is in arrears.

6.       Inspection and Rejection. Endeavor or its designee will inspect the
         Component within thirty (30) days after receipt and shall have the
         right to reject any Component that does not conform completely to the
         Specifications, has not been manufactured in compliance with the
         applicable FDA current Good Manufacturing Practices regulations, or is
         otherwise adulterated. Endeavor, at its election, may receive a
         refund, credit against other purchases or replacement Component for
         properly rejected Component. Any properly rejected Component shall be
         held, disposed of, or returned to Berlex at its election and expense.
         In the event that the parties cannot agree as to whether Component
         rejected by Endeavor was properly rejected, the parties shall select a
         mutually acceptable independent testing laboratory to test the
         Component for compliance with the Specifications, or conduct such
         other tests or inspections as shall be necessary to determine whether
         the Component at issue was properly rejected. In the conduct of such
         testing, such independent laboratory shall employ the same analytical
         methods employed by the Berlex Affiliate responsible for production of
         the Component (if necessary the Berlex Affiliate responsible for
         production of the Component shall make such analytical methodology
         available to such independent testing laboratory, under a binder of
         confidentiality). The decision of such


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                                                        - 7 -

         testing laboratory shall be conclusive and binding on the parties. The
         costs of the independent testing laboratory shall be borne by the
         non-prevailing party.

7.       Price. Berlichem will supply the Component through its Affiliate
         Berlichem at the following prices, (which shall be based on the total
         quantity of Component purchased in a calendar year), including
         freight: * (in each case invoiced on a per gram basis, calculated to
         the nearest gram of Component delivered). Berlichem invoices shall be
         based on the quantity of Component set forth in the initial Endeavor
         forecast for the applicable calendar year, with an additional payment
         by Endeavor after the end of the applicable calendar year if the
         actual quantity purchased is less than that forecast by Endeavor and
         places Endeavor's quantity of Component delivered in another price
         traunch, or a refund or credit by Berlichem if the actual quantity
         purchased is greater than that forecast by Endeavor and places
         Endeavor's quantity of Component delivered in another price traunch.
         Berlex represents that the prices set forth above in this Section 7
         are no greater than (i) the direct manufacturing costs of the
         Affiliate of Berlex that manufactures the Component, plus (ii) a gross
         profit margin for such manufacturing Affiliate that is not greater
         than its average gross profit margin on sales of comparable quantities
         of sole-source estrogenic components to other non-affiliated customers
         in the United States, plus (iii) a mark-up by Berlichem that is no
         greater than its standard mark-up for similar sole-source estrogenic
         products to other non-affiliated customers in the United States.
         Berlichem shall have the right to increase prices to reflect actual
         increases in the costs of Berlichem or its Affiliate responsible for
         production. Such price increases shall be limited to one per calendar
         year, of which Berlichem shall notify Endeavor at least thirty (30)
         days in advance of the start of the calendar year to which the price
         increase applies. The limitations on price increases described in this
         Section 7 shall not be applicable to price increases relating to
         changes in Specifications described in Section 1(b).

8.       Superiority of Agreement. The parties agree that the provisions of
         this Agreement, together with the Schedules hereto and any amendments
         hereto, shall prevail over any inconsistent statements or provisions
         contained in any documents passing between the parties, including but
         not limited to any forecast, purchase order, revision, acknowledgment,
         confirmation, invoice, or notice.

9.       Use of Component. Berlex acknowledges that Endeavor intends to enter
         into a contract with OLG for the purpose of having OLG manufacture API
         incorporating Component. Endeavor, or one or more third parties
         designated by Endeavor, may use the API supplied by OLG to prepare,
         manufacture and supply Endeavor with one or more finished
         pharmaceutical products for hormone replacement therapy.

10.      Co-Promotion. (a) Subject to Endeavor's right to accelerate set forth
         in Section 10 (b), Berlex will have an option to acquire co-promotion
         rights to the CE Product in the United States, which option will
         expire two months following the acceptance for filing by the FDA of
         Endeavor's initial NDA for the CE Product. Endeavor shall notify
         Berlex of the date of acceptance for filing by FDA of Endeavor's
         initial NDA for the CE Product within five (5) business days of
         Endeavor's being notified by FDA of such acceptance. Upon the request
         of Berlex, and on reasonable advance notice to Endeavor, Endeavor
         shall permit Berlex and Berlex's consultants (in each case reasonably
         acceptable to Endeavor) to review all clinical and CMC documentation
         compiled by or for Endeavor in the course of assembling the NDA for
         the CE Product prior to the expiration of this co-promotion option.
         Endeavor shall permit Berlex to inspect the NDA (prior to and
         following submission to FDA) and conduct such other reasonable due
         diligence as Berlex deems appropriate prior to the expiration of this
         co-promotion option. Berlex shall elect the co-promotion option by
         delivering to Endeavor prior to the expiration of the two-month period
         a notice stating that Berlex exercises its co-promotion option. If
         Berlex does not deliver such notice to Endeavor prior to the
         expiration of the two-month period, then Berlex's co-promotion


*        Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment
         has been requested with respect to the omitted portions.


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         option shall expire. If Berlex elects to exercise its co-promotion
         option, then Berlex and Endeavor will negotiate a definitive
         co-promotion agreement that will include, without limitation, the
         following terms: (i) the CE Product will be promoted and packaged
         using Endeavor's trademark and trade dress; (ii) Berlex will be
         identified by name in the advertising and promotional materials for
         the CE Product; (iii) Berlex will pay Endeavor * of Endeavor's
         out-of-pocket development costs for the CE Product incurred from and
         after the date of this Agreement; (iv) Berlex shall not sell the
         Component or any product containing the Component to any person in the
         United States for use in a product for hormone replacement therapy;
         and (v) Endeavor and Berlex will share the profits resulting from
         sales of the CE Product in proportion to their sales effort on a
         weighted sales call basis (based on the CE Product position within the
         call); provided, however, that Endeavor shall receive at least * of
         all profits (revenue less operating expenses; such terms to be defined
         in the co-promotion agreement) from the CE Product irrespective of
         its sales effort. In the event that Berlex and Endeavor are unable to
         negotiate a definitive agreement, then Endeavor shall not grant
         co-promotion rights or other marketing rights to any CE Product to any
         third party on terms more favorable to the third party than the terms
         offered by Endeavor to Berlex. (b) Notwithstanding the provisions of
         Section 10(a) above, Endeavor will have the right to accelerate
         Berlex's co-promotion option after thirty (30) days have elapsed
         following delivery to Berlex by Endeavor of the final pivotal
         vasomotor clinical study reports (including statistical analysis) to
         be submitted as part of Endeavor's initial NDA for the CE Product,
         unless Berlex exercises such co-promotion option, pursuant to the
         following accelerated procedure: (A) at any time after the thirty (30)
         day period following delivery to Berlex by Endeavor of the final
         pivotal vasomotor clinical study reports (including statistical
         analysis) referred to above has expired, Endeavor may deliver to
         Berlex a notice stating that Berlex's co-promotion option will expire
         if not exercised within thirty (30) days of the delivery of the notice
         from Endeavor; and (B) the Berlex co-promotion option will expire at
         the conclusion of such thirty (30) day period unless during such
         thirty (30) day period Berlex delivers to Endeavor a notice stating
         that Berlex exercises its co-promotion option. Upon the request of
         Berlex, prior to the expiration of the thirty (30) day period,
         Endeavor shall permit Berlex and Berlex's consultants (in each case
         reasonably acceptable to Endeavor) to review all clinical and CMC
         documentation compiled by or for Endeavor relating to the CE Product.
         If Berlex delivers a notice to Endeavor stating that Berlex exercises
         its co-promotion option, then the parties shall negotiate a definitive
         co-promotion agreement as described above in Section 10(a). (c) In the
         event that Berlex does not exercise its co-promotion option, then
         Berlex's obligation to supply the Component shall nonetheless continue
         under the terms of limited exclusivity set forth in Section 4.

11.      Patent Indemnity.

         (a)      If Berlex does not exercise its right to co-promote the CE
                  Product pursuant to Section 10 hereof, then the following
                  indemnity provision will apply. If any third party institutes
                  a patent infringement (or inducement of infringement) suit or
                  claim against Berlex or any Affiliate of Berlex based on,
                  arising from, or related to the manufacture, importation into
                  the United States, or supply by Berlex or an Affiliate of
                  Berlex of Component pursuant to this Agreement, then Endeavor
                  will indemnify and hold harmless Berlex, any such Berlex
                  Affiliate, and their respective directors, officers,
                  employees, and agents (each an "Indemnified Party") against
                  any such suits or claims. Each Indemnified Party agrees to
                  give Endeavor prompt written notice of any suit or claim upon
                  which such Indemnified Party intends to base a claim for
                  indemnity under this Section, to provide witnesses and other
                  assistance in the investigation and defense of the suit or
                  claim as Endeavor may reasonably request, and to promptly
                  furnish Endeavor with copies of any documents relevant to the
                  suit or claim which are requested by Endeavor (under binder
                  of confidentiality). With respect to any suit or claim
                  relating solely to the payment of


*        Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment
         has been requested with respect to the omitted portions.


                                      -7-
<PAGE>


                  money damages which are solely the responsibility of Endeavor
                  and which responsibility Endeavor has acknowledged in
                  writing, and which will not result in the Indemnified Party
                  becoming subject to injunctive or other non-monetary relief,
                  Endeavor shall have the right to defend, settle or otherwise
                  dispose of such suit or claim on such terms as Endeavor shall
                  see fit. Endeavor shall obtain the written consent of the
                  Indemnified Party, which consent shall not be unreasonably
                  withheld or delayed, prior to settling or ceasing to defend
                  any suit or claim if as a result thereof the Indemnified
                  Party would become subject to injunctive or other equitable
                  relief, or any monetary or non-monetary remedy not the
                  responsibility of Endeavor. The reasonable expenses of an
                  Indemnified Party in conjunction with a suit or claim subject
                  to indemnity pursuant to this Section, including without
                  limitation reasonable fees and disbursements of counsel,
                  shall be reimbursed by Endeavor an a quarterly basis. The
                  above indemnification shall only apply to Component provided
                  to Endeavor or an Endeavor designee pursuant to this
                  Agreement, and shall not apply to Berlex's use or a Berlex
                  supplied third party's use of the Component.

         (b)      If Berlex exercises its right to co-promote the CE Product
                  pursuant to Section 10 hereof, then the following indemnity
                  provision will apply. If any third party institutes a patent
                  infringement suit or claim against Endeavor or any Affiliate
                  of Endeavor which involves an alleged violation of Component
                  patents, a process of making the Component, or a process of
                  making or distributing drug containing the Component, then
                  Berlex will indemnify and hold harmless Endeavor, any such
                  Endeavor Affiliate, and their respective directors, officers,
                  employees, and agents (each an "Indemnified Party") against
                  any such suits or claims. Each Indemnified Party agrees to
                  give Berlex prompt written notice of any suit or claim upon
                  which such Indemnified Party intends to base a claim for
                  indemnity under this Section, to provide witnesses and other
                  assistance in the investigation and defense of the suit or
                  claim as Berlex may reasonably request, and to promptly
                  furnish Berlex with copies of any documents relevant to the
                  suit or claim which are requested by Berlex (under binder of
                  confidentiality). With respect to any suit or claim relating
                  solely to the payment of money damages which are solely the
                  responsibility of Berlex and which responsibility Berlex has
                  acknowledged in writing, and which will not result in the
                  Indemnified Party becoming subject to injunctive or other
                  non-monetary relief Berlex shall have the right to defend,
                  settle or otherwise dispose of such suit or claim on such
                  terms as Berlex shall see fit. Berlex shall obtain the
                  written consent of the Indemnified Party, which consent shall
                  not be unreasonably withheld or delayed, prior to settling or
                  ceasing to defend any suit or claim if as a result thereof
                  the Indemnified Party would become subject to injunctive or
                  other equitable relief, or any monetary or non-monetary
                  remedy not the responsibility of Berlex. The reasonable
                  expenses of an Indemnified Party in conjunction with a suit
                  or claim subject to indemnity pursuant to this Section,
                  including without limitation reasonable fees and
                  disbursements of counsel, shall be reimbursed by Berlex on a
                  quarterly basis. The above indemnification shall only apply
                  to Component provided to Endeavor or an Endeavor designee
                  pursuant to this Agreement.

12.      Indemnity for Product Claims.

         (a)      Berlex shall indemnify and hold Endeavor harmless from and
                  against all claims, causes of action, losses, liabilities of
                  any kind, and settlement costs, including reasonable
                  attorneys' fees and other expenses of litigation, (i) which
                  result from or are attributable to any negligent act or
                  omission on the part of Berlex, any Affiliate of Berlex or
                  any of their employees, representatives or agents, (ii) which
                  result from or are attributable to any


                                      -8-
<PAGE>


                  failure of the Component to comply with the Specifications in
                  effect at the time of delivery, or (iii) which result from
                  the failure of Berlex's Affiliate responsible for production
                  of the Component to manufacture the Component in compliance
                  with applicable current Good Manufacturing Practices
                  regulations of the FDA.

         (b)      Endeavor shall indemnify and hold Berlex harmless from and
                  against all claims, causes of action, losses, liabilities of
                  any kind, and settlement costs, including reasonable
                  attorneys' fees and other expenses of litigation, (i) which
                  result from or are attributable to any negligent act or
                  omission on the part of Endeavor, any Affiliate of Endeavor
                  or any of their employees, representatives or agents, or (ii)
                  which result from or are attributable to any product produced
                  by or for Endeavor that includes the Component other than
                  those which result from the Component failing to comply with
                  the Specifications or any negligent act or omission on the
                  part of Berlex, any Affiliate of Berlex or any of their
                  representatives or agents.

         (c)      Each indemnitee in this Section 12 agrees to give the
                  indemnitor prompt written notice of any suit or claim upon
                  which such indemnitee intends to base a claim for indemnity
                  under this Section, to provide witnesses and other assistance
                  in the investigation and defense of the suit or claim as the
                  indemnitor may reasonably request, and to promptly furnish
                  the indemnitor with copies of any documents relevant to the
                  suit or claim which are requested by the indemnitor (under
                  binder of confidentiality). With respect to any suit or claim
                  relating solely to the payment of money damages which are
                  solely the responsibility of the indemnitor and which
                  responsibility the indemnitor has acknowledged in writing,
                  and which will not result in the indemnitee becoming subject
                  to injunctive or other non-monetary relief, the indemnitor
                  shall have the right to defend, settle or otherwise dispose
                  of such suit or claim on such terms as the indemnitor shall
                  see fit. The indemnitor shall obtain the written consent of
                  the indemnitee, which consent shall not be unreasonably
                  withheld or delayed, prior to settling or ceasing to defend
                  any suit or claim if as a result thereof the indemnitee would
                  become subject to injunctive or other equitable relief, or
                  any monetary or non-monetary remedy not the responsibility of
                  indemnitor. The reasonable expenses of an indemnitee in
                  conjunction with a suit or claim subject to indemnity
                  pursuant to this Section, including without limitation
                  reasonable fees and disbursements of counsel, shall be
                  reimbursed by the indemnitor on a quarterly basis.

13.      Termination of Development Agreement. Endeavor and Berlex hereby
         terminate the Development Agreement, and all rights and obligations of
         the parties thereunder are hereby terminated.

14.      Berlex Equity Position and Loan Conversion. Berlex shall cause its
         Affiliate, Schering Berlin Venture Corporation ("SBVC"), to apply the
         entire outstanding principal amount of that certain promissory note
         made by Endeavor dated December 2, 1997 (the "Promissory Note"),
         together with all accrued interest thereon prior to the date of such
         conversion, to the purchase of Series E Preferred Stock of Endeavor at
         a price per share equal to the purchase price established for such
         shares at the Closing of that certain Series E Preferred Stock
         Purchase Agreement currently contemplated by Endeavor, SBVC and other
         prospective investors in Endeavor (as Closing may be defined in such
         Series E Preferred Stock Purchase Agreement).

15.      Term and Termination. The term of this Agreement shall continue in
         perpetuity until terminated by Endeavor or Berlex by providing written
         notice of termination to the other parties as provided herein. (a)
         Either Endeavor or Berlex may terminate this Agreement without cause
         on at least


                                      -9-
<PAGE>


         thirty-six (36) calendar months advance written notice to the other
         party; provided however, that neither Endeavor nor Berlex shall
         terminate this agreement without cause prior to December 31, 2006. (b)
         Either Endeavor or Berlex shall have the right to terminate this
         Agreement upon sixty (60) days' written notice to the other party: (i)
         for a material breach by the other party (or in the case of Berlex, an
         Affiliate of Berlex responsible for performing any part of this
         Agreement); or (ii) in the event that proceedings in bankruptcy or
         insolvency are instituted by or against the other party, or a receiver
         is appointed to hold some substantial portion of the business or
         assets of the other party, or if any substantial part of the other
         party's assets are the object of attachment, sequestration or other
         type of comparable proceeding, and any such proceeding is not vacated
         or terminated within such sixty (60) day period. Notwithstanding any
         provision in this Agreement to the contrary, Berlex shall have the
         right to terminate this Agreement on ten (10) days advance written
         notice to Endeavor in the event that Endeavor has not raised at least
         ten million dollars ($10 million) in net operating capital on or
         before October 1, 2000 to fund the development of the CE Product.

16.      Confidential Information. Confidential Information shall mean all
         information and data received from the other party to this Agreement
         either (a) relating to Component, API, or CE Product; or (b) all
         information or data not described in clause (a), but which is supplied
         by the other party to this Agreement and is marked "confidential." The
         parties recognize that during the term of this Agreement, each may
         receive Confidential Information of the other. The parties agree that
         they shall not disclose to unauthorized third parties Confidential
         Information received from the other that is clearly identified by the
         disclosing party as confidential, or use such Confidential Information
         except for the purposes contemplated by this Agreement. When used in
         this Agreement, Confidential Information shall include all information
         disclosed hereunder, with the exception of the following:

         (a)      information of the disclosing party which is now in the
                  public domain or which subsequently enters the public domain
                  without fault on the part of the receiving party;

         (b)      information of the disclosing party which is presently known
                  by the receiving party from its own sources, and such present
                  knowledge can be demonstrated by written records;

         (c)      information received in good faith from a third party that
                  lawfully possesses and has the right to disclose such
                  information;

         (d)      information developed by or for the receiving party
                  independently of disclosure hereunder, as evidenced by the
                  receiving party's written records.

17.      Force Majeure. Any delay in the performance of any of the duties or
         obligations of a party hereto shall not be considered a breach of this
         Agreement, and the time required for performance shall be extended for
         a period equal to the period of such delay, provided that such delay
         has been caused by or is the result of unforeseeable causes beyond the
         control and without the fault or negligence of the party whose
         performance is affected. The party so affected by such cause shall
         give prompt written notice of the delay, stating the cause thereof and
         the anticipated length of the delay, and shall take all reasonable
         steps as may be necessary to end the delay as quickly as possible.

18.      Notices. All notices required or provided for herein may be personally
         delivered, sent by registered or certified mail, or sent by a
         nationally recognized courier service that provides evidence of
         delivery. Notices shall be effective immediately upon receipt if
         personally delivered,


                                     -10-
<PAGE>


         on the fifth business day following mailing, or on the second business
         day following sending by courier. Notices sent by mail or courier
         shall be addressed as follows:

                  If to Endeavor:      Endeavor Pharmaceuticals Inc.
                                       127 Racine Drive, Suite 202
                                       Wilmington, North Carolina 28403
                                       Attention: R. Forrest Waldon, President

                  If to Berlex or Berlichem:

         All notices to Berlex or Berlichem other than routine correspondence
         relating to and including purchase orders, revisions,
         acknowledgements, forecasts and invoices shall be addressed to:

                           Berlex Laboratories, Inc.
                           P.O. Box 1000
                           Montville, New Jersey 07045-1000
                           Attention: Vice President - Finance & Operations

                           (address for express delivery:
                           Berlex Laboratories, Inc.
                           340 Changebridge Road
                           Pine Brook, New Jersey 07058-9714
                           Attention: Vice President - Finance & Operations)

                  With a copy to:

                           Berlex Laboratories, Inc.
                           P.O. Box 1000
                           Montville, New Jersey 07045-1000
                           Attention: Legal Department

                           (address for express delivery:
                           Berlex Laboratories, Inc.
                           340 Changebridge Road
                           Pine Brook, New Jersey 07058-9714
                           Attention: Legal Department)

         Routine correspondence addressed to Berlex or Berlichem relating to
         purchase orders, revisions, acknowledgements, forecasts and invoices
         shall be addressed to:

                           Berlichem, Inc.
                           P.O. Box 1000
                           Montville, New Jersey 07045-1000
                           Attention:  Director of Sales

                           (address for express delivery:
                           Berlichem, Inc.
                           340 Changebridge Road
                           Pine Brook, New Jersey 07058-9714
                           Attention: Director of Sales)


                                     -11-
<PAGE>


         Either party may change its notice address by providing the other
         party with notice of such change as provided herein.

19.      Severability. This Agreement is subject to the restrictions,
         limitations, terms and conditions of all applicable governmental
         regulations, approvals and clearances. If any provision or portion of
         this Agreement shall for any reason be held invalid, illegal or
         unenforceable in any respect, such shall not affect any other term or
         provision hereof, and this Agreement shall be interpreted and
         construed as if such term, provision or portion hereof were not
         contained herein.

20.      Headings. The section headings in this Agreement have been inserted
         solely for convenience, are not considered substantive provisions of
         this Agreement, and shall be ignored when construing or interpreting
         this Agreement.

21.      Governing Law. This Agreement shall be governed by the substantive
         laws of the State of North Carolina, without giving effect to the
         conflicts of law rules of such state.

22.      Entire Agreement. This Agreement constitutes the entire agreement
         between the parties concerning the subject matter hereof and
         supercedes all written and oral prior agreements or understandings
         with respect hereto.

23.      Amendment of Agreement; Waiver. No amendment, waiver or modification
         of any of the terms of this Agreement shall be valid unless in writing
         and signed by authorized representatives of all parties hereto.
         Failure on one or more occasion by any party to enforce any rights
         under this Agreement shall not be construed as a waiver of such rights
         on a continuing basis or in respect of any other or subsequent
         instances.

24.      Assignment. This Agreement shall not be assigned by either party
         without the prior written consent of the other party, which consent
         shall not be unreasonably withheld, except that a party may assign
         this Agreement, in whole or in part, to an Affiliate of such party,
         and may assign this Agreement to any successor (including the
         surviving company in any consolidation, reorganization or merger) or
         to any assignee of substantially all of the assets or operations of a
         party, provided in each case such successor or assignee expressly
         assumes all obligations of such party under this Agreement. No
         assignment shall relieve any party of any of its obligations under
         this Agreement.

25.      No Implied Rights or Licenses. Nothing in this Agreement shall give
         either party hereto or any Affiliate of that party any license or
         other rights in or to the Component, API, CE Product, any other
         product, or any intellectual property, technology or Confidential
         Information of the other party or any Affiliate of the other party
         except as expressly provided for herein.

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



                 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)


                                     -12-
<PAGE>


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


         ENDEAVOR PHARMACEUTICALS, INC.


         By:   /s/ R. Forrest Waldon
               -------------------------------------------------
               R. Forrest Waldon,
               President & CEO


         BERLEX LABORATORIES, INC.


         By:   /s/ Lutz Lingnau
               -------------------------------------------------
               Lutz Lingnau,
               Chairman


         BERLICHEM, INC.


         By:   /s/ John Nicholson
               -------------------------------------------------
               John Nicholson,
               Treasurer


                                     -13-
<PAGE>


                                   SCHEDULE 1


                                       *


*        Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment has
         been requested with respect to the omitted portions.


<PAGE>


                                   SCHEDULE 2


                                       *


*        Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment has
         been requested with respect to the omitted portions.