---

---

Exhibit 10.33

ASSET SALE AND PURCHASE      AGREEMENT      BETWEEN      PROCTER & GAMBLE PHARMACEUTICALS, INC.      AND      OSG NORWICH PHARMACEUTICALS, INC.

---

---

---



TABLE OF CONTENTS

|ARTICLE I CERTAIN DEFINITIONS          |  | 1                                         
|-------------------------------------- |  | ------------------------------------------
|1.01                                   |  | Acquired Assets                           
|1.02                                   |  | Action                                    
|1.03                                   |  | Affiliate                                 
|1.04                                   |  | Antitrust Laws                            
|1.05                                   |  | Assumed Liabilities                       
|1.06                                   |  | Assumption Agreement                      
|1.07                                   |  | Authorization                             
|1.08                                   |  | Board of Health                           
|1.09                                   |  | Board of Health Registrations             
|1.10                                   |  | Books and Records                         
|1.11                                   |  | Business Day                              
|1.12                                   |  | Chemical Operations                       
|1.13                                   |  | Reserved                                  
|1.14                                   |  | Closing                                   
|1.15                                   |  | Closing Date                              
|1.16                                   |  | Contract Manufacturing Services Agreements
|1.17                                   |  | Contracts                                 
|1.18                                   |  | Disclosure Schedules                      
|1.19                                   |  | Effective Time                            
|1.20                                   |  | Equipment                                 
|1.21                                   |  | Excluded Assets                           
|1.22                                   |  | Excluded Liabilities                      
|1.23                                   |  | Financial Information                     
|1.24                                   |  | Governmental Entity                       
|1.24.1                                 |  | Health and Safety Laws                    
|1.25                                   |  | Intercompany Contracts                    
|1.26                                   |  | Knowledge of                              
|1.27                                   |  | Leases from Chenango County IDA           
|1.28                                   |  | Manufacturing Technology Rights           
|1.29                                   |  | Material                                  
|1.30                                   |  | Norwich Plant                             
|1.31                                   |  | Reserved                                  
|1.32                                   |  | Person                                    
|1.33                                   |  | Purchase Price                            
|1.34                                   |  | Real Property                             
|1.35                                   |  | Security                                  
|1.36                                   |  | Security Agreements                       
|1.37                                   |  | Reserved                                  
|1.38                                   |  | Taxes                                     
|1.39                                   |  | Technology                                
|1.40                                   |  | Transaction Documents                     
|1.41                                   |  | Other Definitions                         
|ARTICLE II PURCHASE AND SALE OF ASSETS |  | 5                                         
|2.01                                   |  | Purchase Price                            
|2.02                                   |  | Sale and Purchase of Acquired Assets      
|ARTICLE III CLOSING                    |  | 6                                         
|3.01                                   |  | Actions to be Taken at Closing            
|3.02                                   |  | Interdependence                           
|3.03                                   |  | Time and Place of Closing                 

i

---

|ARTICLE IV REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF P&G |  | 7                                                     
|------------------------------------------------------------- |  | ------------------------------------------------------
|4.01                                                          |  | Authority                                             
|4.02                                                          |  | Equipment and Buildings                               
|4.03                                                          |  | Financial Information                                 
|4.04                                                          |  | Finder's Fees and Commissions                         
|4.05                                                          |  | Authorizations                                        
|4.06                                                          |  | Reserved                                              
|4.07                                                          |  | Litigation and Claims                                 
|4.08                                                          |  | Organization and Good Standing                        
|4.09                                                          |  | Recent Conduct of the Business                        
|4.10                                                          |  | Title to Acquired Assets                              
|4.11                                                          |  | Violations/Breaches                                   
|4.12                                                          |  | Compliance with Applicable Laws                       
|4.13                                                          |  | Contracts                                             
|4.14                                                          |  | Permits                                               
|4.15                                                          |  | Environmental Matters                                 
|4.16                                                          |  | Employee Benefits                                     
|4.17                                                          |  | Leases with Chenango County IDA                       
|ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER             |  | 10                                                    
|5.01                                                          |  | Authority                                             
|5.02                                                          |  | Finder's Fees and Commissions                         
|5.03                                                          |  | Reserved                                              
|5.04                                                          |  | Authorizations                                        
|5.05                                                          |  | Litigation and Claims                                 
|5.06                                                          |  | Organization and Good Standing                        
|5.07                                                          |  | Violations/Breaches                                   
|5.08                                                          |  | Non-Reliance                                          
|ARTICLE VI COVENANTS                                          |  | 11                                                    
|6.01                                                          |  | Operation of the Business Prior to Closing            
|6.02                                                          |  | Efforts to Close                                      
|6.03                                                          |  | Employee Matters                                      
|6.04                                                          |  | Environmental Matters                                 
|6.05                                                          |  | Bulk Transfer Laws                                    
|6.06                                                          |  | Confidentiality                                       
|6.07                                                          |  | Cooperation in Litigation                             
|6.08                                                          |  | Cooperation in Tax Matters                            
|6.09                                                          |  | Cooperation of Third Parties                          
|6.10                                                          |  | Expenses                                              
|6.11                                                          |  | Rights of Way at Woods Corners Site                   
|6.12                                                          |  | Additional Documents                                  
|6.13                                                          |  | Tax Records                                           
|6.14                                                          |  | Use of Seller's Name or Reputation/Packaging Materials
|6.15                                                          |  | Assignment, Assumption and Consent                    
|6.16                                                          |  | Additional Records                                    
|6.17                                                          |  | Supplements to Schedules                              
|6.18                                                          |  | Board of Health Registrations                         
|ARTICLE VII CONDITIONS TO SELLER'S OBLIGATION TO CLOSE        |  | 15                                                    
|7.01                                                          |  | Authorizations/Waiting Periods                        
|7.02                                                          |  | No Injunction/Order                                   
|7.03                                                          |  | Performance of Buyer's Obligations                    
|7.04                                                          |  | Buyer's Representations and Warranties True           

ii

---

|ARTICLE VIII CONDITIONS TO BUYER'S OBLIGATION TO CLOSE |  | 16                                                       
|------------------------------------------------------ |  | ---------------------------------------------------------
|8.01                                                   |  | Authorizations/Waiting Periods                           
|8.02                                                   |  | No Injunction/Order                                      
|8.03                                                   |  | Performance of Seller's Obligations                      
|8.04                                                   |  | Seller's Representations and Warranties True             
|8.05                                                   |  | Title Insurance                                          
|ARTICLE IX INDEMNIFICATION AND ARBITRATION             |  | 16                                                       
|9.01                                                   |  | Indemnification by Seller                                
|9.02                                                   |  | Indemnification by Buyer                                 
|9.03                                                   |  | Dispute Resolution                                       
|9.04                                                   |  | Damage Limitations                                       
|ARTICLE X TERMINATION AND ABANDONMENT                  |  | 20                                                       
|10.01                                                  |  | Termination                                              
|10.02                                                  |  | Procedure and Effect of Termination                      
|ARTICLE XI MISCELLANEOUS                               |  | 20                                                       
|11.01                                                  |  | Amendment and Modification                               
|11.02                                                  |  | Waiver of Compliance                                     
|11.03                                                  |  | Survival of Representations and Warranties; Other Matters
|11.04                                                  |  | Notices                                                  
|11.05                                                  |  | Exhibits and Schedules; Incorporation by Reference       
|11.06                                                  |  | Successors and Assigns                                   
|11.07                                                  |  | Entire Agreement                                         
|11.08                                                  |  | Severability                                             
|11.09                                                  |  | Captions                                                 
|11.10                                                  |  | Counterparts                                             
|11.11                                                  |  | Governing Law                                            

iii

---



PREAMBLE

This
is anASSET SALE AND PURCHASE AGREEMENT, dated June 29, 2001 between Procter & Gamble Pharmaceuticals, Inc., an Ohio
corporation formerly known as Norwich Eaton Pharmaceuticals, Inc., and a wholly-owned subsidiary of The Procter & Gamble Company ("P&G") ("Seller"), and OSG Norwich
Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Outsourcing Services Group, Inc. ("Buyer"). Each of Seller and Buyer may hereafter be referred to as a
"party" or collectively as "parties."

This
Agreement ("Agreement") sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, the Acquired Assets located at the Norwich Plant and certain
assets associated with Chemical Operations (all as hereinafter defined).

In
consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I  CERTAIN DEFINITIONS

As used in this Agreement, each of the following terms shall have the following meanings:

|1.01                                                                                      | "Acquired Assets"means only the following assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                          | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                          | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Notwithstanding the above, the Acquired Assets do not include any of the Excluded Assets.
|1.02                                                                                      | "Action"means any dispute, controversy, claim, action, litigation, suit, cause of action, arbitration, mediation, or any proceeding by or before any mediator or Governmental Entity, or any investigation, subpoena, or demand
preliminary to any of the foregoing.                                                                                                                                                                                                                                                                  
|1.03                                                                                      | "Affiliate"means any corporation, firm, partnership or other entity, which, at the time in question is directly or indirectly owned by or controlled by, or under common control with, Seller or Buyer, as the case may be. For
purposes of this definition, "control" shall mean the ownership, directly or indirectly, of 50% or more of the voting stock or stockholders' equity of a corporation, or in the case of a non-corporate entity, the right to receive 50% or more of either
the profits or the assets upon dissolution.
|1.04                                                                                      | "Antitrust Laws"means the Sherman Act, Williams Act and all other statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws (whether foreign, federal, state, provincial, local or
other) that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.                                                                                                                                                    
|                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

1

---

|1.05 | "Assumed Liabilities"means only the following liabilities, whether known or unknown, accrued or contingent, direct or indirect:                                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (a)                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                                                         
|     | (d)                                                                                                                                                                                                                                                                                                                                                                         
|     | (e)                                                                                                                                                                                                                                                                                                                                                                         
|1.06 | "Assumption Agreement"means that agreement, in the form attached as Exhibit 1.06, between Seller and Buyer, to be executed as of Closing, dealing with the assumption by Buyer of the Assumed Liabilities and the assignment
by Seller of certain of their interests pursuant to the Contracts.                                                                             
|1.07 | "Authorization"means any legally-required consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing with, any Governmental Entity, including, without limitation, any
legally-required filing with any Governmental Entity and the subsequent expiration of any legally-required waiting period under any Antitrust Laws.
|1.08 | "Board of Health"means any Governmental Entity, including, but not limited to, the United States Food and Drug Administration, charged with the responsibility for health and safety regulation of the Products of the Norwich
Plant or Chemical Operations and charged with responsibility for administering the Board of Health Registrations set forth in Schedule 1.09. 
|1.09 | "Board of Health Registrations"means those authorizations, franchises, licenses, registrations and applications held by P&G and/or its Affiliates therefor set forth in Schedule 1.09.                                                                                                                                                                                      
|1.10 | "Books and Records"means books and records (or copies thereof) including but not limited to those listed in Schedule 1.10.                                                                                                                                                                                                                                                  
|1.11 | "Business Day"means any day on which commercial banks in New York City are open for business providing substantially all services offered by such banks.                                                                                                                                                                                                                    
|1.12 | "Chemical Operations" or "Chem Ops"means the buildings and equipment associated with chemical producing operations located at the Woods Corners, NY site.                                                                                                                                                                                                                   
|1.13 | Reserved.                                                                                                                                                                                                                                                                                                                                                                   
|1.14 | "Closing"means the closing of the transactions contemplated by this Agreement in accordance with the terms and upon the conditions set forth in this Agreement.                                                                                                                                                                                                             
|1.15 | "Closing Date"means the date on which the Closing occurs, as provided in Section 3.03 of this Agreement.                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                             

2

---

|1.16   | "Contract Manufacturing Services Agreements"means the Contract Manufacturing Service Agreement for the Norwich Plant and Chemical Manufacturing Supply Agreement for Chem Ops, in the forms attached as Exhibit 1.16(a) and
1.16(b) between Buyer and one or more of Seller or its affiliates, to be executed as of the Closing dealing with the Manufacture by Buyer of products or chemical products for Seller.                                                                                                                                                                                                                                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.17   | "Contracts"means those purchase orders, contracts, agreements and other obligations as are set forth in Schedule 1.17.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.18   | "Disclosure Schedules"means the disclosure schedules prepared in connection with this Agreement, which shall be updated to the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.19   | "Effective Time"means 5:00 p.m., North Norwich, NY Time on the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.20   | "Equipment"means those Acquired Assets set forth in Schedule 1.20 in the condition required by Section 4.02.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.21   | "Excluded Assets"means any and all assets not expressly listed in Section 1.01 as Acquired Assets, whether or not used in the Norwich Plant or Chemical Operations including, but not limited to patents, trademarks, cash
in any bank accounts related to the Norwich Plant and Chemical Operations, Norwich Plant inventory and accounts receivable and accounts payable for the Norwich Plant and Chemical Operations as of the Effective Time.                                                                                                                                                                                                                                 
|1.22   | "Excluded Liabilities"means all liabilities of Seller arising out of or related to the Acquired Assets that are not Assumed Liabilities. Such Excluded Liabilities shall specifically include, but not be limited to Taxes and
insurance accruing prior to the Effective Time, New York State Sales Tax liability incurred prior to the Effective Time, all liabilities arising from the operation or ownership of the Acquired Assets prior to the Effective Time, all product liability
or warranty claims relating to products manufactured prior to the Effective Time, and liabilities specifically set forth as Excluded Liabilities in Section 6.03 and Section 6.04 hereof.
|1.23   | "Financial Information"means that information described or set forth in Schedule 1.23.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.24   | "Governmental Entity"means any arbitrator, court, judicial, legislative, administrative or regulatory agency, commission, department, board or bureau or body or other governmental authority or instrumentality or any person or
entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, whether foreign, federal, state, provincial, local or other.                                                                                                                                                                                                                                                          
|1.24.1 | "Health and Safety Laws"means all applicable laws, rules, and regulations relating to the employment of labor and employment practices, including those relating to terms and conditions of employment, health, safety, workers'
compensation, the Occupational Safety and Health Act of 1970, the Food, Drug and Cosmetic Act of the United States of America and the Americans with Disabilities Act, including filing all reports and maintaining all records required by such laws,
rules and regulations.                                                                                                                                                                     
|1.25   | "Intercompany Contracts"means all purchase orders, contracts, agreements and other obligations between or among Seller or any of its Affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

3

---

|1.26 | "Knowledge of"means, whether or not capitalized, in the case of an entity, the actual knowledge of the following officers and managers of the indicated party as of the date of the representation, warranty or
statement.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | P&GP                                           |  | OSG                                        
| |  | ---------------------------------------------- |  | -------------------------------------------
| |  | Louis Arp, Plant Leader                        |  | Joseph Healy, CEO & President              
| |  | Chris Calhoun, Quality Assurance               |  | Perry Morgan, V.P & Chief Financial Officer
| |  | Carolyn Gherardi, Human Relations              |  |                                            
| |  | Rick Youngs, Operations                        |  |                                            
| |  | John Holmberg, Materials Management            |  |                                            
| |  | Brad LaPoint, Finance                          |  |                                            
| |  | Bill VanOrden, Technical Operations            |  |                                            
| |  | Pete Olivieri, Engineering                     |  |                                            
| |  | Ron Taff, Rx Product Supply                    |  |                                            
| |  | Charlie Bustin, Customer Services & Logistics  |  |                                            
| |  | Bill Skolfield, Quality Assurance              |  |                                            
| |  | Rick DeLeon, Rx Product Supply Finance Manager |  |                                            

|1.27 | "Leases from Chenango County IDA"means the leases set forth on Schedule 1.27.                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.28 | "Manufacturing Technology Rights"means rights to use certain of Seller's proprietary technology, processes, analytical processes and tools to manufacture Product as set forth in the Contract Manufacturing Services
Agreements.                                                                                                                                                                                                                                                                
|1.29 | "Material"and its variations mean, with respect to an event, circumstance or condition, that such event, circumstance or condition, that amounts to $50,000 individually or $100,000 in the aggregate for multiple occurrences,
that has a material adverse effect upon the assets, financial condition, ability to operate at the quality and production level needed to comply with the Contract Manufacturing Services Agreements or earnings of the Norwich Plant or the Chemical
Operations.
|1.30 | "Norwich Plant"means the North Norwich Plant in Norwich, NY located on certain of the Real Property.                                                                                                                                                                                                                                                                                                                                                                                             
|1.31 | Reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.32 | "Person"means (as the context requires) an individual, a corporation, a partnership, an association, a trust, a limited liability company, or other entity or organization, including a Governmental Entity.                                                                                                                                                                                                                                                                                     
|1.33 | "Purchase Price"means Ten Million Dollars ($10,000,000), payable as set forth in Section 2.01 and allocated among the Acquired Assets as shown on Schedule 1.33.                                                                                                                                                                                                                                                                                                                                 
|1.34 | "Real Property"means the improved and unimproved real property assets located at the Norwich Plant site set forth in Schedule 1.34 which will be transferred to OSG Norwich Pharmaceuticals, Inc. by the Real Property
Transfer Documents defined in Section 3.01(a)(iv).                                                                                                                                                                                                                        
|1.35 | "Security"means a first lien on all of the Acquired Assets evidenced by the Security Agreements.                                                                                                                                                                                                                                                                                                                                                                                                 
|1.36 | "Security Agreements"means a promissory note, a mortgage and security agreement, each in the form attached as Exhibit 1.36, between Seller and Buyer, and financing statements, all to be executed at Closing, whereby Buyer
will secure its payment of the Purchase Price to Seller.                                                                                                                                                                                                            
|1.37 | Reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

4

---

|1.38 | "Taxes"means all foreign, federal, state, provincial, local and other taxes, fees, levies, duties and other assessments or charges of whatever kind (including without limitation, income, sales, use, excise, stamp, transfer,
property, value added, recording, registration, intangible, documentary, goods and services, real estate, sales, payroll, gains, gross receipts, withholding and franchise taxes) together with any interest, penalties, or additions payable in
connection with such taxes, fees, levies, duties or other assessments or charges.                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.39 | "Technology"means the patents plus any of Seller's non-patented formulations, trade secrets, process knowledge, and technological and manufacturing know-how, in each case, used at the Norwich Plant or Chemical
Operations.                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.40 | "Transaction Documents"means collectively (a) this Agreement; (b) Assignments of Chenango County IDA leases; (c) the Security Agreements; (d) the Contract Manufacturing Services Agreements; (e) the
Assumption Agreement; and (f) all other certificates and documents required to be delivered at Closing by any party pursuant to Section 3.01 of this Agreement, including, without limitation, the bill of sale, deeds, officer's certificates
and receipts. The phrase "the consummation of the transactions contemplated by this Agreement" or such similar phrases includes the execution, delivery and performance of the Transaction Documents.
|1.41 | Other Definitions. Other terms defined in this Agreement, and the location where they are defined, are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |  | Location                    |  |                                           
| |  | --------------------------- |  | ------------------------------------------
| |  | "Agreement"                 |  | Preamble                                  
| |  | "Buyer"                     |  | Preamble                                  
| |  | "Buyer's Assertion"         |  | Section 9.01(b)                           
| |  | "Claim"                     |  | Section 9.03(a)                           
| |  | "Confidentiality Agreement" |  | Section 6.06(a)                           
| |  | "Control"                   |  | Section 1.03                              
| |  | "Environmental Law"         |  | Section 4.15                              
| |  | "Evaluation Material"       |  | Section 6.06(a)                           
| |  | "Manufacture"               |  | Contract Manufacturing Services Agreements
| |  | "Products"                  |  | Contract Manufacturing Services Agreements
| |  | "Seller"                    |  | Preamble                                  
| |  | "Seller's Assertion"        |  | Section 9.02(b)                           
| |  | "Tax Records"               |  | Section 6.13                              

ARTICLE II  PURCHASE AND SALE OF ASSETS

|2.01 | Purchase Price. The Purchase Price, as agreed to by Seller and Buyer prior to the Closing, shall be Ten Million Dollars ($10,000,000) payable in cash, plus interest in the amount of eight percent
(8%) per annum at the end of a five-year period following the Closing. Such Purchase Price shall be due and payable by Buyer to Seller in accordance with the Security Agreements to be executed at Closing. Seller and Buyer will not, and will cause
their respective Affiliates not to, take a position in any forum that is inconsistent with the terms of payment of the Purchase Price, the mutually agreed upon allocation of the Purchase Price set forth on Schedule 1.33, or the terms of the
Security Agreements, including, without limitation, taking an inconsistent position on any Tax return, before any Governmental Entity charged with the collection of any Tax, or in any Action relating to any Tax.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

|2.02 | Sale and Purchase of Acquired Assets. In accordance with the terms and upon the conditions of this Agreement, at the Closing, Seller will sell, convey, assign and transfer to Buyer all of Seller's right, title and interest in
and to the Acquired Assets and Assumed Liabilities, and Buyer will purchase, acquire, accept and assume, the Acquired Assets and Assumed Liabilities; provided, however, the Supply Contracts and certain purchase orders, contracts, agreements and other
obligations or portions thereof described in Section 1.37, will be sold, conveyed, assigned and transferred to Buyer by Seller, and Buyer will purchase, acquire, accept and assume the rights and Assumed Liabilities with respect
thereto.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE III  CLOSING

|3.01 | Actions to be Taken at Closing. At the Closing, the following actions will be taken:
|---- | ------------------------------------------------------------------------------------
|     | (a)                                                                                 
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     | (b)                                                                                 
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     
|     |                                                                                     

6

---

|     |                                                                                                                                                                                                                                                                                                                                                                                                       | (v)                                                                                                         | such other documents as are, in the reasonable opinion of counsel for Seller or Buyer, necessary or desirable to transfer the Assumed Liabilities and Acquired Assets to Buyer.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                   | Seller and Buyer concurrently will duly execute and deliver to each other:                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                       | (i)                                                                                                         | certificates of incumbency for all officers executing documents in connection with the Transaction Documents;                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                        | the Contract Manufacturing Services Agreements;                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                       | (iii)                                                                                                       | the Assumption Agreement;                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                       | (iv)                                                                                                        | the Assumption of the Leases for the Chenango County IDA.                                                                                                                      
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                   | Chicago Title Insurance Company ("Title Company") will deliver to Buyer the Title Policies (defined below).
|3.02 | Interdependence. The transfers and deliveries described in this ARTICLE III are mutually interdependent and are to be regarded as occurring simultaneously as of the Effective Time. Unless agreed to in writing by Seller and
Buyer, no such transfer or delivery will become effective until all other transfers and deliveries provided for in this ARTICLE III have also become effective.       
|3.03 | Time and Place of Closing. Subject to the satisfaction or waiver of all of the conditions set forth in ARTICLE VII and ARTICLE VIII, the Closing will take place in Cincinnati, Ohio at the offices of Procter & Gamble
as soon as practicable and, in any event, not later than 10 Business Days after the conditions to Closing set forth in Section 7.01, 7.03, 8.01 and 8.03 have been satisfied.

ARTICLE IV  REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF P&G

P&G
and P&GP represents and warrants the following as of the date of this Agreement and as of the Closing.

|4.01 | Authority. Seller has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate proceedings on the part of
Seller that are necessary to approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have occurred, and, assuming proper execution and delivery by Buyer, this Agreement is
enforceable against Seller in accordance with its terms and the other Transaction Documents will be enforceable in accordance with their terms upon execution and delivery to Buyer, in each case, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

---

|4.02 | Equipment and Buildings. Seller does not warrant that it is turning over at Closing all Equipment listed on Schedule 1.20. Except as set forth on Schedule 4.02 or where not Material, the Equipment and the Chemical
Operations buildings, Norwich Plant buildings and other improvements on the Real Property (collectively, the "Buildings") are in reasonable operating condition and repair and are adequate for their current uses, and the Equipment and the Buildings
delivered at Closing constitute all equipment and buildings needed, and are in the condition needed, to operate at the level and quality of production required by the Contract Manufacturing Services Agreements. Based upon Seller's knowledge and the
absence of any receipt of notice of noncompliance, the Equipment and the Buildings, as maintained, will, at the Effective Time, comply in all Material respects with existing Environmental Laws and applicable Health and Safety Laws. Seller disclaims
any and all other warranties of merchantability or fitness for any purpose with respect to the Equipment or the Buildings.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.03 | Financial Information. To the Knowledge of P&G, the Financial Information is in accordance with the books and records of Seller and is accurate (except for non-Material errors or omissions) and fairly presents the
operations of the Norwich Plant and Chemical Operations for the periods indicated on Schedule 1.23, except where not Material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.04 | Finder's Fees and Commissions. Seller has no liability or obligation to pay any fees or commissions to any broker, finder or other agent with respect to the transactions contemplated by this Agreement for which Buyer could
become liable or obligated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.05 | Authorizations. No Authorization is needed by Seller for the execution, delivery, or performance of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Schedule 4.05 or
where the failure to obtain such Authorization will be Material to this Agreement or the consummation of the transactions contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.06 | Reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.07 | Litigation and Claims. There is no Action pending or, to the Knowledge of Seller threatened against or involving Seller which questions or challenges the validity of this Agreement or any action to be taken pursuant hereto,
except as set forth in Schedule 4.07 or where such litigation will not be Material to the Transaction Documents or the consummation of the transactions contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.08 | Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of its country or state of incorporation and is duly authorized to do business therein, with full
corporate power to own its properties and conduct the Business as presently conducted by it, except where qualification to do business is not Material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.09 | Recent Conduct of the Business. Except where not Material or as set forth in Schedule 4.09, from March 30, 2001 until the date of this Agreement, Seller has conducted the operations of the Norwich Plant and Chemical
Operations in the same manner as it has been conducted by Seller during the one-year period immediately preceding March 30, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.10 | Title to Acquired Assets. Seller has and will convey to Buyer good and marketable title to all of the Acquired Assets free and clear of any security interests, liens, pledges, claims, charges, options or other encumbrances,
except as set forth in Schedule 4.10, Section 4.02 or disclosed in the title commitments obtained by Buyer in connection with the Real Property, or where not Material. Buyer acknowledges and agrees that Seller makes no other representations
or warranties of any kind, including, without limitation, representations or warranties of merchantability or fitness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

8

---

|4.11 | Violations/Breaches. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree binding on Seller and will
not result in a breach of any term of the certificate of incorporation, code of regulation or by-laws of Seller or, to the knowledge of P&G, of any contract, agreement or other instrument to which Seller is a party, except where not
Material.                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.12 | Compliance with Applicable Laws. Except as set forth in Schedule 4.12 or where not Material, the Norwich Plant and Chemical Operations are being conducted in compliance with all Material statutes, laws, ordinances, rules,
orders and regulations applicable and, since January 1, 2000, Seller has not received any written communication from a Governmental Entity that alleges the Norwich Plant or Chemical Operations are not in such compliance. All notices received
prior to January 1, 2000 have been resolved except as described on Schedule 4.12.                                                                                                                                                                                                                             
|4.13 | Contracts. Except as set forth in Schedule 1.17, to the Knowledge of Seller, each Contract is in full force and effect and is enforceable by Seller in accordance with its terms, except where not Material. Except as set
forth in Schedule 1.17 or where not Material, Seller has performed all obligations required to be performed by it to date under the Contracts and Supply Contracts and is not (with or without the lapse of time or the giving of notice, or both) in
breach or default thereunder.                                                                                                                                                                                                                                                                                
|4.14 | Permits. Except as set forth in Schedule 4.14, Seller possesses all licenses, permits and other approvals of Governmental Entities necessary to enable it to carry on the operations of the Norwich Plant and Chemical
Operations as it is currently conducted except where not Material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.15 | Environmental Matters. Except as disclosed in Schedule 4.15, the Norwich Plant is not currently in violation of or subject to any existing, pending or, to Seller's knowledge, threatened, investigation or inquiry by any
governmental authority or required to undertake any remedial obligations under any Environmental Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | As used herein, "Environmental Laws" means any laws or regulations pertaining to the environment, as in effect on the date hereof and the Closing Date, including (i) the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 USC 9601 et seq), as amended, including, without limitation, as amended pursuant to the Superfund Amendments and Reauthorization Act of 1986), and regulations promulgated thereunder; (ii) the Resource Conservatory and Recovery Act of
1976 (USC 6901 et seq), as amended and regulations promulgated thereunder; and (iii) the provisions contained in any similar state or local statutes or regulations relating to environmental matters applicable to the Acquired Assets or to
operations relating to the Acquired Assets.
|4.16 | Employee Benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9

---

|4.17 | Leases from Chenango County IDA. The Bond and Additional Bonds as defined in the Leases from Chenango County IDA (the "Leases") have been fully repaid. All rent associated with the Leases has been paid in full as of the date
hereof. The Leases are in full force and effect and Seller is not in default with respect to the Leases. Seller has delivered to Buyer true and complete copies of the Leases.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE V  REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer
represents and warrants the following as of the date of this Agreement and as of the Closing.

|5.01 | Authority. Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate proceedings on the part of Buyer
or its Affiliates that are necessary to approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have occurred, and, assuming proper execution and delivery by Seller, this
Agreement is enforceable against Buyer in accordance with its terms and the other Transaction Documents will be enforceable in accordance with their terms upon execution and delivery to Seller, in each case, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.02 | Finder's Fees and Commissions. Buyer does not have any liability or obligation to pay any fees or commissions to any broker, finder or other agent with respect to the transactions contemplated by this Agreement for which
Seller could become liable or obligated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.03 | Reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.04 | Authorizations. No Authorization is needed by Buyer for the execution, delivery, or performance of this Agreement and the consummation of the Transaction Documents contemplated hereby, except as set forth in Schedule 5.04
or where the failure to obtain such Authorization will not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.05 | Litigation and Claims. There is no Action pending or, to the Knowledge of Buyer, threatened against or involving Buyer which questions or challenges the validity of this Agreement or any action to be taken pursuant hereto,
except as set forth in Schedule 5.05 or where such litigation as will not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.06 | Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly authorized to do business therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.07 | Violations/Breaches. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree binding on
Buyer and will not result in a breach of any term of the certificate of incorporation, by-laws or debt documents of Buyer or to the knowledge of Buyer of any contract, agreement or other instrument to which Buyer is a party, except such violations as
will not have a material adverse effect on the Transaction Documents or the consummation of the transactions contemplated hereby.                                                                                                                                                                                                                                                                                
|5.08 | Non-Reliance. In evaluating and entering into this Agreement and the other Transaction Documents, Buyer has not relied and is not relying on any representations, warranties or other statements, whether oral or written, except
those representations and warranties specifically set forth in this Agreement or the other Transaction Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

10

---

ARTICLE VI  COVENANTS

|6.01 | Operation of the Business Prior to Closing. Except where not Material and except for actions taken pursuant to the prior consent of Buyer, Seller from the date of this Agreement until the Closing
will:
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (a)                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                      
|     | (d)                                                                                                                                                                                                      
|6.02 | Efforts to Close.                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                      
|     | (d)                                                                                                                                                                                                      
|6.03 | Employee Matters.                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                      
|     |                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                      
|     |                                                                                                                                                                                                          

11

---

|     | (c)                                                                                                                                                                                                                                                                                                                                                                 | Schedule 6.03(c) contains a list of all employees who will transition from Seller to Buyer who are currently on any form of disability leave. The Seller is responsible for any and all costs paid to those employees until such time as they are
declared by Buyer's physician as fit for duty and returned to full time work status.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (d)                                                                                                                                                                                                                                                                                                                                                                 | Seller shall be responsible for any and all workers' compensation claims that are open status at the time of the Closing for employees transitioning from Seller to Buyer. Schedule 6.03(c) contains a list of open cases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.04 | Environmental Matters.                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                 | Any liability for violations of any Environmental Law associated with Chemical Operations, except those arising out of Buyer's misconduct or negligence after the Closing, shall remain a liability of Seller and shall be an Excluded Liability for the
purposes of this Agreement. This covenant shall inure only to the benefit of Buyer and its Affiliates and shall not inure to the benefit of Buyer's successors or assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                 | At the cessation of the operation of Chemical Operations, Seller shall have all responsibility and maintain all liability for site clearance of Chemical Operations and such liabilities shall be an Excluded Liability for the purpose of this
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                 | All other issues relating to Environmental Matters shall be resolved in accordance with the addendum attached as Exhibit 6.04(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.05 | Bulk Transfer Laws. Buyer waives compliance by Seller with any laws relating to Uniform Commercial Code bulk transfers and Uniform Commercial Code bulk sales applicable to the transactions contemplated by this Agreement;
provided, however, Seller will take all steps required to comply with any bulk sales requirements related to state sales tax statutes.
|6.06 | Confidentiality.                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                 | Except to the extent contrary to the terms of this Agreement, the terms of the Confidential Disclosure Agreement dated October 2, 2000 between The Procter & Gamble Company and Buyer (the "Confidentiality Agreement") are hereby
incorporated by reference and will continue in full force and effect until the Closing, at which time such Confidentiality Agreement will terminate only in respect of that portion of the Evaluation Material (for purposes of this Section 6.06, as
defined in the Confidentiality Agreement plus any information covered by Paragraph 3 of the Confidentiality Agreement) which relates to the Business. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality
Agreement will continue in full force and effect in accordance with its terms. Under all circumstances, the Confidentiality Agreement will continue in full force and effect with respect to that portion of the Evaluation Material not related to the
Business.
|     | (b)                                                                                                                                                                                                                                                                                                                                                                 | Except as otherwise expressly permitted by this Agreement, Seller and Buyer will not disclose, and will cause their respective Affiliates not to disclose, the terms of the Transaction Documents to any Person other than to such persons to whom
disclosure of the terms of this Agreement is necessary for the consummation of the transactions contemplated hereby or for the operation of the Norwich Plant or Chem Ops. Any disclosure permitted by this Section 6.06(b) will be made on a
confidential basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

12

---

|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Notwithstanding anything to the contrary in this Agreement, Seller, Buyer and their respective Affiliates may disclose the terms of this Agreement to any Person, whether by providing such Person with photocopies of all or portions thereof or
otherwise: (i) to the extent required by applicable laws, rules or regulations; (ii) as may be required in the reasonable opinion of Seller, Buyer, or their respective Affiliates, as the case may be, in connection with the consummation of
the transactions contemplated by this Agreement; or (iii) as may be required, in the reasonable opinion of Seller, Buyer, or their respective Affiliates, as the case may be, in the defense of Seller, Buyer, or their respective Affiliates in any
Action.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If this Agreement is, for any reason, terminated prior to the Closing, Buyer will promptly return to Seller all copies of Evaluation Material in its possession or in the possession of any Person acting on behalf of or in the interests of Buyer or its
Affiliates; provided, however, that the portion of the Evaluation Material which consists of analyses, compilations, studies or other documents prepared by Buyer or its Affiliates or any Person acting on their behalf or in their interest will be
destroyed and such destruction will be confirmed in writing to Seller.                                                                                                                                                                      
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Any press releases, public announcements or similar publicity with respect to this Agreement or the transactions contemplated hereby must be approved by Seller and Buyer in advance, provided that such approval may not be unreasonably withheld or
delayed, and further provided that nothing herein will prevent Seller or Buyer or their respective Affiliates, upon reasonable notice to the others, from making public announcements to comply with the requirements of law or any listing agreement with
any securities exchange or to inform their respective employees of the transactions contemplated by this Agreement.                                                                                                                         
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Seller's employees who transition from Seller to Buyer will be required to complete the Confidentiality Agreement provided as Exhibit 6.06(f).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.07 | Cooperation in Litigation. For a period of three (3) years after the Effective Time, Seller and Buyer will, in the defense of any third-party Action relating to the operation of the Norwich Plant or Chemical Operations,
make available during normal business hours, but without unreasonably disrupting their respective businesses, all personnel and records of the Norwich Plant operations or Chemical Operations reasonably necessary to permit the effective defense or
investigation of such Action. If information other than that pertaining to the Norwich Plant operations or Chemical Operations is contained in such records, Seller and Buyer will either agree that such information may be omitted or redacted by the
producing party, or will enter into appropriate secrecy commitments to protect such information to the extent permitted by applicable law.
|6.08 | Cooperation in Tax Matters. For a period of five years, Seller and Buyer will make available during normal business hours, but without unreasonably disrupting their respective businesses, all personnel and records, wherever
they may be maintained, of the Norwich Plant operations or Chemical Operations reasonably necessary in connection with the filing of any Tax return, amended return or claim for refund; determining a liability for Taxes or a right to refund for Taxes;
or in conducting an audit or other proceeding in respect of Taxes.                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

13

---

|6.09 | Cooperation of Third Parties. Where the cooperation of third parties, such as the County of Chenango Industrial Development Agency, or other insurers or trustees would be necessary in order for a party to completely fulfill
its obligations under the Transaction Documents, such party will use all reasonable efforts to cause such third Parties to provide such cooperation. Seller and Buyer have attempted to identify all of their respective Affiliates that should be parties
to this Agreement and, as applicable, the other Transaction Documents, and have caused such Affiliates to become parties to this Agreement and, as applicable, any other Transaction Documents. If any Affiliate of P&G or Buyer is not a party to
this Agreement or, as applicable, any other Transaction Documents, and such Affiliate should have been a party hereto or thereto to carry out the purpose hereof or thereof, then P&G or Buyer, as applicable, will cause such Affiliate to become a
party hereto or thereto or cause such Affiliate to undertake such actions as if such Affiliate were such a party, in each case, with such Affiliate being deemed to be, as applicable, a "Seller," "Buyer," "Supplier," etc.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.10 | Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, each of Seller and Buyer will bear its own costs and expenses, except that all
Taxes in connection with the transactions contemplated by this Agreement (except Taxes on the income of Seller) will be borne by Buyer. The Seller and Buyer agree to split equally the real estate transfer taxes and mortgage taxes, escrow fees and
recording fees, and an owner's policy, leasehold policy and mortgagee policy of title insurance, arising out of this transaction incurred by either of the parties. Buyer will provide copies to Seller of all receipts from any Governmental Entity
evidencing payment of such Taxes and other fees and will assist Seller in claiming relief from double taxation.                                                                                                                                                                                                                                                                                                                                                                 
|6.11 | Rights of Way at Woods Corners Site. Buyer is contracting to purchase certain buildings at the Chemical Plant in the locations listed on Schedule 1.01(g) (the "Chem Ops Buildings"). Seller grants to Buyer and its
employees and authorized guests the non-exclusive right to use the Egress Road for ingress and egress to the Chem Ops Buildings at the Chemical Plant and to park in the area labeled "Parking" on Schedule 1.01(g). Seller reserves the right to
operate security gates, conduct security checks, require auto decals and to establish other rules and requirements for the secure and efficient operation of the Chemical Plant property and Buyer covenants to abide by all such rules and regulations
which are disclosed to Buyer in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Seller, at its sole cost and expense, shall provide lighting and snow removal services and shall repair and maintain the access roads and "Parking" area in substantially the same condition as Seller maintains all other roadways and parking areas at
the Woods Corners Site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | If either party determines that it is necessary or desirable to record these rights of way, that party shall prepare a separate instrument in recordable form containing the specific rights granted in this Section 6.11 and both parties shall sign
the instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.12 | Additional Documents. From time to time after the Closing, Seller and Buyer will, and will cause their respective Affiliates to, execute and deliver, without further consideration, such documents as any of them may reasonably
request, in such form as may be appropriate, if necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, assignment and assumption agreements with respect to the
Supply Contracts and certain purchase orders, contracts, agreements and other obligations described in Section 6.15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

14

---



ARTICLE VII  CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

All
obligations of Seller to sell the Acquired Assets, to transfer the Norwich Plant and Chemical Operations, and to perform any other action at the Closing are subject to the fulfillment, prior to or
at

15

---

the Closing, of each of the following conditions, any of which may be waived by Seller in whole or in part without notice of such waiver to Buyer.

ARTICLE VIII  CONDITIONS TO BUYER'S OBLIGATION TO CLOSE

All
obligations of Buyer to purchase the Acquired Assets, to assume the Assumed Liabilities, and to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived by Buyer in whole or in part without notice of such waiver to Seller.

ARTICLE IX  INDEMNIFICATION AND ARBITRATION

16

---



17

---



18

---



19

---



ARTICLE X  TERMINATION AND ABANDONMENT

|10.01 | Termination.This Agreement may be terminated at any time prior to closing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.02 | Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to Section 10.01 hereof, written notice thereof will promptly be given to
all parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by Seller, or Buyer, and without additional liability on the part of any of them or their Affiliates, directors, officers,
 shareholders, employees, contractors and agents, except for Sections 6.06 and 6.10 and any definitions pertaining thereto, which sections will continue indefinitely to bind the parties as necessary to effectuate their purpose. Nothing contained in
this Section 10.02 will release Seller or Buyer from liability for any breach of this Agreement prior to its termination.

ARTICLE XI  MISCELLANEOUS

|11.01 | Amendment and Modification. The Transaction Documents may be amended, modified, or supplemented only by the written agreement of Seller and Buyer. Seller and Buyer explicitly agree amendments,
modifications and supplements to the Transaction Documents need not be executed by Seller other than P&GP.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

---

|11.02           | Waiver of Compliance. Except as otherwise provided in the Transaction Documents, the failure by any Person to comply with any obligation, covenant, agreement or condition under such agreements may be waived by the Person
entitled to the benefit thereof only by a written instrument signed by the Person granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of,
 or estoppel with respect to, any subsequent or other failure. The failure of any Person to enforce at any time any of the provisions of such agreements will in no way be construed to be a waiver of any such provision, nor in any way to affect the
validity of such agreements or any part thereof or the right of any Person thereafter to enforce each and every such provision. No waiver of any breach of such provisions will be held to be waiver of any other or subsequent breach.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.03           | Survival of Representations and Warranties; Other Matters. Each and every representation and warranty of Seller or Buyer contained in this Agreement, or any certificates or documents required to be delivered at Closing by any
party pursuant to Section 3.01 of this Agreement, including, without limitation, the bill of sale, officer's certificates and receipts, will survive any investigation and will not be extinguished by the Closing, but will survive for a period of
twenty-one (21) months from the Closing Date. Representations and warranties relating to title shall survive for five (5) years; representations and warranties pertaining to Taxes shall survive until the expiration of the applicable
statutes of limitation; representations and warranties pertaining to environmental matters shall be set forth on Exhibit 6.04(c). No party may initiate any Claim nor will any party be responsible for any Action arising out of or related to a
breach of a representation or warranty, regardless of the form of the Claim or Action, including, without limitation, indemnification, tort, breach of contract, warranty or representation, unless such Claim or Action is initiated prior to the
expiration of the relevant representation or warranty. All covenants and agreements of the parties are subject to all applicable statutes of limitation, statutes of repose and other similar defenses provided by law or equity.
|11.04           | Notices. All notices required or permitted pursuant to the this Agreement will be in writing and will be deemed to be properly given when actually received by the person entitled to receive the notice at the address stated
below, or at such other address as a party may provide by notice to the other:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Seller:        
|                | Procter & Gamble Pharmaceuticals, Inc.
8700 Mason-Montgomery Road
Mason, Ohio 45040
Attention: Manager, Pharmaceuticals Product Supply                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|With a copy to:
|                | Procter & Gamble Pharmaceuticals, Inc.
8700 Mason-Montgomery Road
Mason, Ohio 45040
Attention: Associate General Counsel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Buyer:         
|                | OSG Norwich Pharmaceuticals, Inc.
c/o Outsourcing Services Group, Inc.
25 Commerce Drive
Allendale, NJ 07401
Attention: Perry M. Morgan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

21

---

|With a copy to:
|---------------
|               
|11.05          
|11.06          
|11.07          
|11.08          
|11.09          
|11.10          
|11.11          

22

---



IN WITNESS WHEREOF, each of the signatories hereto has caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

|Seller:                                |  | Buyer:                                                                                     
|-------------------------------------- |  | -------------------------------------------------------------------------------------------
|PROCTER & GAMBLE
PHARMACEUTICALS, INC. |  | OSG NORWICH PHARMACEUTICALS, INC.                                                          
|By:                                    |  | /s/ Ronny L. TaffRonny L. Taff
Manager Pharmaceuticals Product
Supply, and Authorized Agent

23

---

Index to  Exhibits and Disclosure Schedules

|Exhibit 1.06     |  | Assumption Agreement                              
|---------------- |  | --------------------------------------------------
|Exhibit 1.16(a)  |  | Contract Manufacturing Services Agreements        
|Exhibit 1.16(b)  |  | Chemical Manufacturing Supply Agreement           
|Exhibit 1.36     |  | Security Agreements                               
|Exhibit 6.04(c)  |  | Addendum Regarding Environmental Matters          
|Exhibit 6.06(f)  |  | Confidentiality Agreement                         
|Schedule 1.01    |  | Chem Ops Buildings                                
|Schedule 1.09    |  | Government Registrations                          
|Schedule 1.10    |  | Books and Records                                 
|Schedule 1.17    |  | Contracts                                         
|Schedule 1.20    |  | Equipment                                         
|Schedule 1.23    |  | Financial Information                             
|Schedule 1.27    |  | Leases from Chenango County IDA                   
|Schedule 1.33    |  | Allocation of Purchase Price                      
|Schedule 1.34    |  | Real Property                                     
|Schedule 4.02    |  | Equipment Exceptions                              
|Schedule 4.05    |  | Seller's Authorizations                           
|Schedule 4.07    |  | Seller's Litigation                               
|Schedule 4.09    |  | Conduct of Business                               
|Schedule 4.10    |  | Title                                             
|Schedule 4.12    |  | Compliance with Laws                              
|Schedule 4.14    |  | Permits                                           
|Schedule 4.15    |  | Environmental Matters                             
|Schedule 5.04    |  | Required Consents of OSGP                         
|Schedule 6.03(a) |  | Employee MattersExcluded Liabilities             
|Schedule 6.03(c) |  | Employee Disability, Workers' Compensation Listing
|Schedule 8.05    |  | Title Policies Requirements                       

24

---

Exhibit 1.06  ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement is made as of this 29th day of June, 2001 by and between Procter and Gamble Pharmaceuticals, Inc., an Ohio
corporation (the "Assignor") and OSG Norwich Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Outsourcing Services Group, Inc. (the "Assignee").

WHEREAS,
Assignor and Assignee have entered into an Asset Sale and Purchase Agreement dated as of June 29, 2001 (the "Agreement");

WHEREAS,
pursuant to the terms and conditions of the Agreement, Assignor has agreed to assign all of its right, title and interest in and to the Contracts set forth in Exhibit A
attached hereto; and

WHEREAS,
pursuant to the terms and conditions of the Agreement, Assignee has agreed to assume all of Assignors' obligations with respect to certain liabilities as set forth in
Section 1.05 of the Agreement (the "Assumed Liabilities").

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

1.Defined Terms.Capitalized terms not defined herein shall have the same meanings given to them in the
Agreement.

2.Assignment and Assumption.Assignor hereby assigns, conveys and transfers to Assignee all of Assignor's
right, title, interest and benefit in and to the Assigned Contracts. Assignee hereby accepts such assignment and assumes and agrees to pay, perform and discharge the obligations and liabilities of
Assignor arising under the Assigned Contracts and the Assumed Liabilities as set forth in the Agreement.

3.No Other Liabilities.Except for the assignment and assumption of the foregoing Assigned Contracts and the
Assumed Liabilities as specifically set forth in the Agreement, Assignee does not assume or agree to pay, perform or discharge any liabilities or obligations (accrued, contingent or otherwise) of
Assignor. Anything herein to the contrary notwithstanding, Assignor is retaining and not selling, conveying, transferring, assigning or delivering to Assignee the Excluded Assets or the Excluded
Liabilities.

4.Further Assurances.Assignee and Assignor will, at any time and from time to time after the date hereof, upon
the request of the other party, do, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required to complete the
assignment of the Assigned Contracts and the assumption of the Assumed Liabilities hereunder.

5.Binding Effect.This Assignment and Assumption shall inure to the benefit of and be binding upon the parties
hereto, their respective successors and assigns.

6.Governing Law.This Assignment and Assumption shall be governed by and construed in accordance with the laws
of the State of New York.

25

---

IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption as of the date first written above.

| |  | Assignor:                               
| |  | ----------------------------------------
| |  | Procter and Gamble Pharmaceuticals, Inc.
| |  | By:                                     
| |  | Assignee:                               
| |  | OSG Norwich
Pharmaceuticals, Inc.       
| |  | By:                                     

26

---

EXHIBIT A  ASSIGNED CONTRACTS

27

---

EXHIBIT 6.04(c)  ADDENDUM REGARDING ENVIRONMENTAL MATTERS

Seller has disclosed certain environmental conditions in Disclosure Schedule 4.15 and Buyer has accepted the Acquired Assets subject to the conditions
disclosed in the Disclosure Schedule, except the matters in Item 13 ("Chem Ops") of Disclosure Schedule 4.15 as described in
Section 6.04(a) and (b) of the Asset Sale and Purchase Agreement and Item 15 of Disclosure Schedule 4.15. Item 15 of Disclosure Schedule 4.15 discloses that Phase II
testing indicates that certain substances may be present on the Real Property in amounts exceeding the standards set forth in applicable Environmental Laws (the "Known
Conditions"). The purpose of this Addendum is to describe the parties' agreement regarding the allocation of risks which may be associated with: (i) the Known Conditions
and (ii) other substances which may be discovered in the future and found to have been present on the Real Property prior to the Closing Date in amounts which exceeded the standards set forth
in applicable Environmental Laws (the "Unknown Conditions"). This addendum does not apply to Chemical Operations environmental matters.



28

---



29

---



30

---

Exhibit 6.06(f)

|HANDLING OF CONFIDENTIAL INFORMATION |  | OSG NORWICH
PHARMACEUTICALS, INC.
|------------------------------------ |  | ---------------------------------

---

INFORMATION FOR THE EMPLOYEE    Concerning the Handling of Confidential OSG Norwich  Pharmaceuticals Information and The Assignment of  Employee Inventions    FOR ALL EMPLOYEES    TRADE
SECRETS AND CONFIDENTIAL INFORMATION

The relationship between employees and their employer is considerably more complex than a simple exchange of effort for wages. Both have certain obligations.

OSG
Norwich Pharmaceuticals wants to focus your attention on one particular area of such obligations: the responsibilities involved in the handling of confidential information and in the
assignment of employee inventions. Because these topics are of extreme importance to OSG Norwich Pharmaceuticals and its people, we want to inform you of your obligation in this area.

HandlingConfidential Information

During your employment with OSG Norwich Pharmaceuticals, you will work with information and materials which are confidential. These items should be considered as
trade secrets which are valuable to the Company in our highly competitive business. Protecting them is vital to the future success of OSG Norwich Pharmaceuticalsand there by your
wellbeing as an employee.

When
you accept employment with OSG Norwich Pharmaceuticals, you accept a legal obligation not to use or disclose for the benefit of anyone other than the Company, any confidential or
trade secret information, even if you decide later on to leave OSG Norwich Pharmaceuticals. The courts have recognized this information as being the property of the Company and, in protecting this
right of ownership, they have acknowledged clearly the relationship of confidence and trust which exists between a company and its employees. The situation becomes especially difficult if an
ex-OSG employee goes to work for another company that is a direct competitor of OSG. In such a case, it is virtually inevitable that the Company's trade secrets will be used or disclosed,
even though unwittingly.

Here
are some guidelines that will be of help to you in handling situations involving confidential or trade secret matters:

A
good general rule is to consider all information about the Company's business as confidential until you know it is publicly known. When you are entrusted with confidential material,
accidental disclosure of it can be just as harmful as intentional disclosure.

Probably
the safest course is simply not to discuss Company information with anyone other than OSG Norwich Pharmaceuticals employees who need to know it for the successful conduct of the
business. Your discussing with anyone elseeven members of your own familyimposes a burden on them. They don't understand the need for protecting the information and they
can't be expected to remember what may or may not be repeated.

31

---

Guard
your conversations in public places where you may be easily overheard. Conversations thought to be private have been repeated to P&G employees by outsiders. Your conversations with
vendors, suppliers, contractors, agencies, consultants, and others may be repeated to others, even though the Company periodically reminds outside contacts of the need for confidential handling of its
business. Thus, such business conversations should be restrained and confined to matters at hand.

It
is impossible to list all the kinds of confidential information that belongs to the Company, but some examples are marketing and advertising plans, specific areas of research and
development, project work, methods of operation, know-how, product formulation, processing methods, testing and evaluation procedures, assignments of individual employees, cost figures,
construction plans, and special techniques or methods of any kind peculiar to OSG Norwich Pharmaceuticals. Naturally, you should also keep confidential all tangible Company property associated with
these ideassuch as notes, drawings, letters, pictures, organization charts, and materials of any kind.

The
Company has developed its own security procedures, containing detailed instructions for protecting confidential information. You should b fully aware of these procedures and use
them. Your immediate manager will explain and discuss them with you If you have any questions. This Is the best way that you can guard against accidentally disclosing confidential information.

Assignment of Employee Inventions

An employer is legally entitled to all rights in inventions relating to its business which are made by employees hired to invent or create. Such inventions
include all types of technical, artistic, or commercial creative work, whether or not they are patentable. They include composition, process and apparatus inventions, as well as computer programs,
sales and promotion plans, copy, art work, construction plans, etc. The employer is entitled not only to a worldwide assignment of rights in such inventions, but also to a prompt and full disclosure
of the invention and to the employee's complete cooperation in executing papers, filing and prosecuting any patent applications covering the invention and in otherwise perfecting the employer's
ownership thereof.

*
* * * *

In
summary, the handling of confidential information and the assignment of employee inventions are subjects of vital concern that affect both you and the Company. The general information
and guidelines outlined should provide a helpful reminder of our obligations and responsibilities.

If
you have any question not answered in this document about the handling of confidential information or the assignment of employee inventions, you should discuss them immediately with
the person to whom you report.

Acknowledgement
by OSG Norwich Pharmaceuticals Employee:



|Dated: |  |  |  |                   
|------ |  |  |  | ------------------
|       |  |  |  |                   
|       |  |  |  | Employee Signature

32

---

QuickLinks