Exhibit 10.34

PROMISSORY NOTE

|$10,000,000 |  | June 29, 2001
Cincinnati, Ohio
|----------- |  | ------------------------------

FOR
VALUE RECEIVED, the undersigned, OSG NORWICH PHARMACEUTICALS, INC., a Delaware corporation ("Payor"), promises to pay to the order of
PROCTER & GAMBLE PHARMACEUTICALS, INC., an Ohio corporation ("Payee"), the principal sum of TEN MILLION DOLLARS ($10,000,000.00), plus
interest at the rate of eight percent (8%) per annum, subject to the following terms and conditions:

1.Term and Repayment.All sums due hereunder, including accrued
and unpaid interest and outstanding principal shall be due and payable in full upon the maturity of this Promissory Note which shall be June 30, 2006 (the "Maturity
Date"). Payor may prepay this Promissory Note in whole or in part at any time without premium, additional interest or penalty.

2.Security Interest and Mortgage.As security for the payment
of this Promissory Note, Payor has (i) granted a security interest in certain assets of the Payor in favor of Payee pursuant to a Security Agreement of even date herewith (the
"Security Agreement"); and (ii) granted a mortgage in certain real property of Payor located in Chenango County, New York in favor of Payee
pursuant to a Mortgage of even date herewith (the "Mortgage").

3.Default.



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4.Right of Off-Set.Payor agrees that no amount due
on this Promissory Note may be held, delayed or used as an off-set for any claim Payor may have against Payee, regardless of the origin or nature of any such claim.

5.Time is of the Essence.Except as expressly provided herein,
time is of the essence in the payment and performance by Payor under this Promissory Note. Payor hereby waives demand, notice of default, notice of protest, protest, presentment for payment and
diligence in bringing suit against Payor in connection with any Event of Default.

6.Assignment.This Promissory Note may not be assigned by Payor
without the express written consent of Payee. This Promissory Note may be assigned by Payee and shall inure to the benefit of Payee and its successors and assigns. Payee shall give written notice to
Payor promptly after each such assignment.

7.Governing Law and Jurisdiction.This Promissory Note shall be
governed by and interpreted under the laws of the State of Ohio. Payor hereby agrees that any legal suit, action or proceeding arising out of or relating to this Promissory Note, or the indebtedness
evidenced hereby, must be instituted in a State or Federal court located in Hamilton County, Ohio, and each irrevocably submits to the jurisdiction of any such court.

8.Notices.Any notice required or permitted to be given
pursuant to the terms of this Promissory Note shall be in writing and shall be given by any national overnight mail delivery service or by certified mail, return receipt requested, postage prepaid, to
the parties at the following addresses:

| |  | To Payee:       |  | 8700 Mason-Montgomery Road
Mason, Ohio 45040
Attn: Manager, Pharmaceuticals Product Supply                                    
| |  | --------------- |  | ------------------------------------------------------------------------------------------------------------------------------
| |  | With a copy to: |  | 8700 Mason-Montgomery Road
Mason, Ohio 45040
Attn: Associate General Counsel                                                  
| |  | To Payor:       |  | c/o Outsourcing Services Group, Inc.
25 Commerce Drive
Allendale, New Jersey 07401
Attn: Perry M. Morgan                      
| |  | With a copy to: |  | Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive
17th Floor
Costa Meas, California 92626
Attn: Peter Tennyson, Esq.

Notices
shall be deemed to have been delivered upon receipt, except that notices which are rejected or not deliverable at the address specified pursuant to this Agreement shall be treated as received
on the date of the attempted delivery. The address for notices and name to which addressed may be changed by either party by mailing a written notice of the new address and name to the other.

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IN
WITNESS WHEREOF, Payor has executed this Promissory Note as of the date first written above.

| |  | OSG NORWICH PHARMACEUTICALS, INC.,a Delaware corporation
| |  | --------------------------------------------------------
| |  | By:                                                     

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