Exhibit 10.2

MANUFACTURING AND SUPPLY AGREEMENT

This Manufacturing and Supply Agreement (this "Agreement") is effective as of March 28, 2005 (the
"Effective Date"), by and between First Horizon Pharmaceutical Corporation, a Delaware corporation with its principal place of business located at 6195
Shiloh Road, Alpharetta, Georgia 30005 ("Purchaser") and Andrx Pharmaceuticals, Inc., a Florida corporation with its principal office located at
4955 Orange Drive, Davie, Florida 33314 ("Andrx").

RECITALS

WHEREAS, Andrx is engaged in the business of developing, manufacturing and selling pharmaceutical products;

WHEREAS,
Purchaser is engaged in the business of marketing and distributing pharmaceutical products; and

WHEREAS,
Purchaser, Andrx and certain Affiliates of Andrx have entered into an agreement to license and purchase dated as of March 2, 2005 (the "Agreement
to License") and the other agreements contemplated thereunder pursuant to which Purchaser has agreed to license from Andrx certain rights to the Products (as defined below).

NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Article I.  Definitions

1.1Definitions.    As used in this Agreement, the following capitalized terms shall have the following meanings:

"Act" shall mean the Federal Food Drug and Cosmetics Act of the United States of America, United States Code Title 21, Chapter I, as
amended.

"Adverse Drug Experience Report" shall mean any oral, written or electronically transmitted report of any "Adverse
Drug Experience" (as defined in the Act, including, but not limited to, 21 C.F.R. 314.80 or 312.32), associated with the use of the API (including the Products).

"Affiliate" shall mean any Person that directly or indirectly controls, is controlled by or is under common control with Andrx or
Purchaser, as the case may be, but only for so long as said control shall continue. As used herein, the term "control" means possession of the power to direct or cause the direction of the management
and policies of a Person whether by ownership, contract or otherwise. Andrx and Purchaser shall not be considered to be Affiliates of one another.

"Altoprev" shall have the meaning given onExhibit A.

"Alzheimer's Field of Use" shall mean the administration of lovastatin sodium for the treatment or prevention of Alzheimer's disease or
related APP processing disorders.

"Andrx Product Liability Claims" shall mean any Product Liability Claims (i) relating to Products sold by Andrx or its Affiliates
prior to the Effective Date, or (ii) caused by Andrx's failure to supply Product that is in compliance with the Manufacturing Requirements.

"API" shall mean active pharmaceutical ingredient; lovastatin for Altoprev, and metformin for Fortamet.

"Certificate of Analysis" shall have the meaning ascribed to it inSection 2.4.2.

"Confidential Information" shall mean, with respect to any party (the "Disclosing Party"),
any information relating to the Disclosing Party, the Products or the Disclosing Party's business (including,

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but
not limited, to the formulation or specifications for any Products and any other know-how relating to the manufacture or use of any Products, or to the manufacture of and the
formulation and specifications for the active ingredients thereof and technical information, research, personnel, financial, marketing, strategic or other information) that is disclosed in writing to
the other party ("Receiving Party") in the course of the parties' negotiation of or performance under this Agreement (it being understood that if any
information is disclosed verbally, in order for that information to be considered Confidential Information, the Disclosing Party must notify the Receiving Party in writing that the information is
Confidential Information within thirty (30) days after disclosure), but shall not include information that: (a) the Receiving Party knew, owned or controlled prior to receipt from the
Disclosing Party; (b) is or becomes public through no fault of the Receiving Party or any Affiliate thereof; (c) is developed by the Receiving Party independent of any disclosure from
the Disclosing Party or (d) the Receiving Party obtains from a third party not under a confidentiality obligation to the Disclosing Party. The existence, terms and conditions of this Agreement
do not constitute Confidential Information.

"Conforming Products" shall have the meaning ascribed to it inSection 2.4.2.

"Dosage" shall mean the specific strength of a Product.

"Facility" shall mean Andrx's existing manufacturing facilities in Davie, Florida or such other location that Andrx determines to
manufacture or have manufactured the Product in accordance with applicable Law andSection 2.1.2.

"FDA" shall mean the United States Food and Drug Administration or any successor governmental agency performing similar functions.

"Firm Order Period"shall have the meaning ascribed to it inSection 3.1.

"Force Majeure" shall have the meaning ascribed to it inSection 11.13.

"Forecast" shall have the meaning ascribed to it inSection 3.1.

"Fortamet" shall have the meaning given onExhibit A.

"GMPs" and "GLPs" shall mean Good Manufacturing Practices and Good Laboratory Practices as
defined in Parts 210 and 211 of Title 21 of the Code of Federal Regulations, as amended from time to time, or any successor thereto.

"Governmental or Regulatory Authority" shall mean: (a) any domestic or foreign national, federal, provincial, state, municipal or
other governmental body, (b) any international or multi-lateral body, (c) any subdivision, ministry, department, secretariat, bureau, agency, commission, board, instrumentality or
authority of any of the foregoing governments or bodies, (d) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for any of the
foregoing governments or bodies, or (e) any domestic, foreign, international, multi-lateral, or multi-national judicial, quasi-judicial, arbitration or administrative court, grand jury,
tribunal, commission, board or panel.

"Laws" shall mean: (a) all constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and
municipal by-laws, whether domestic, foreign or international, (b) all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental or
Regulatory Authority, and (c) all policies, practices and guidelines of any Governmental or Regulatory Authority.

"License Agreement" means that certain License Agreement between the parties, contemplated by the Agreement to License.

"Manufacturing Intellectual Property" means inventions or discoveries (whether or not patentable), Patent Rights, know-how,
trade secrets, technical information and all other intellectual property rights

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owned
by or licensed to Andrx and its Affiliates that relate to or are necessary to manufacture and distribute the Products, and all related documentation or other tangible expressions thereof,
anywhere in the world, including without limitation, rights to the SCOT Technology.

"Manufacturing Requirements" shall have the meaning ascribed to it in Section 2.4.1.

"Material Breach" shall have the meaning ascribed to it inSection 6.2.3.

"NDA" shall mean the New Drug Applications filed with the FDA for each of the Products, as defined in the Act and the regulations
promulgated thereunder.

"Opening Inventory Products" shall mean the supply of Products initially acquired by Purchaser pursuant to the Agreement to License.

"Other Country Applications" shall mean applications similar to NDAs filed under the laws of other countries, including without limitation
Marketing Authorization Applications filed in the United Kingdom.

"Patent Right(s)" shall mean any and all patent applications, patents, and patentable subject matter, as well as any and all patent
applications claiming priority to, or derived therefrom, both domestic and foreign, including all additions, divisions, continuations, continuations-in-part, divisions,
improvements, reexaminations and substitutions, and any patents issuing therefrom including extensions, registrations and reissues thereof.

"Per Unit Price" shall have the meaning ascribed to it inSection 4.1.

"Person" shall mean any natural person, corporation, partnership, limited liability company, joint venture, trust, proprietorship or other
entity or organization.

"Proceedings" shall mean claims, suits, actions, investigations or proceedings.

"Product(s)" shall mean Altoprev and Fortamet in various Dosages, including without limitation the Opening Inventory Products, and any
modifications thereto and additional Dosages, in accordance with the terms of this Agreement.

"Product Liability Claim" shall mean any third party Proceedings involving any actual or alleged death or bodily injury arising out of or
resulting from the use of the Products.

"Purchase Order" shall have the meaning ascribed to it inSection 3.2.

"Purchaser Product Liability Claims" shall mean all Product Liability Claims that do not constitute Andrx Product Liability Claims.

"Quality Assurance Agreement" shall mean the Quality Assurance Agreement of even date herewith between Andrx and Purchaser, as in effect
from time to time.

"SCOT Technology" shall mean the know-how, applications, and patents relating to single composition osmotic table technology,
including but not limited to the trade secrets and know-how required to manufacture the Products.

"Second Quarter" shall have the meaning ascribed to it inSection 3.1.

"Serious Adverse Drug Experience Report" shall mean any Adverse Drug Experience Report that involves an Adverse Drug Experience or any
other event which would constitute a "serious" Adverse Drug Experience under the Act, including, without limitation, 21 C.F.R Parts 20, 310, 312, 314 and 600Expedited Safety Reporting
Requirement for Human Drug and Biological Products; Federal Register Vol. 62, No. 194, pp. 52237-52253; Tuesday, October 7, 1997.

"Specifications" shall mean the internal control and regulatory specifications for the Products set forth on Exhibit A.

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"Standard Costs" shall be Andrx's standard manufacturing cost as of January 1, 2005 for the applicable Conforming Product, as
modified and reflected in accordance withExhibit B.

"Supply Failure Notice" shall have the meaning set forth inSection 3.3.

"Takeda Arrangement" has the meaning set forth in the Agreement to License.

"Term" has the meaning set forth inSection 6.1.

"Territory" shall mean the United States of America, United Kingdom and any other jurisdiction which approves an Other Country Application
filed by Andrx for Products.

"Trademark" shall mean any domestic or foreign registered or unregistered mark for Altoprev, including but not limited to U.S.
Registration No. 2911749 as well as any domestic or foreign registered or unregistered mark for Fortamet, including but not limited to any registered or unregistered mark for Fortamet,
including but not limited to U.S. Serial No. 78115656, together with any related marks, brands, logos, trade dress or designs, whether registered or unregistered.

Article II.  Manufacture and Supply of the Products

2.1Manufacturing and Supply.



2.2Capacity.    Andrx represents and warrants that it has and will continue to have at all times during the Term
the capacity to produce minimum annual volumes of Altoprev tablets of various Dosages and Fortamet tablets of various Dosages. If at any time Purchaser's volume requirements for either of the Products
exceeds the foregoing amounts, Purchaser will promptly advise Andrx of same and Andrx will use its commercially reasonable efforts to increase its capacity as soon as practicable, to meet Purchaser's
forecasted volume requirements; provided that Andrx will not be required to increase its manufacturing capacity in order to accommodate volumes in excess of the foregoing amounts unless Purchaser
agrees to pay the incremental out-of-pocket costs required to increase such capacity, either through increases in the Standard Costs or in another mutually satisfactory manner.
If Purchaser makes such request and Andrx refuses to increase capacity as so requested, Purchaser will have the right to use or make the Manufacturing Intellectual Property available to a third party
manufacturer pursuant toSection 5.2to satisfy any capacity shortfall, provided Andrx is paid for its time and costs involved in assisting in
this initiative and further provided that Andrx shall have the right to select the third party manufacturer to satisfy the capacity shortfall and shall do so diligently and in good faith. Upon request
of Purchaser and subject to good faith agreement on pricing, Andrx shall use commercially reasonable efforts to increase its manufacturing capacity so that it can manufacture and distribute the
Products for sale outside the United States, to the extent required to sell Products outside the United States. Nothing in this Agreement will prohibit Purchaser from selling Products outside the
United States.

2.3Packaging.    If requested by Purchaser, and subject to Andrx's right to subcontract certain obligations
pursuant toSection 11.5, Andrx shall package the Products with labels, product inserts and other labeling as specified in Exhibit C. From
time to time, Purchaser may, in its sole discretion, make changes to labels, product inserts and other labeling for the Products,
which changes shall be prepared by Purchaser and provided to Andrx for review, approval and submission to any Governmental

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Authority
required to review or approve such change prior to or effective with the effectuation of such change. Andrx shall not be permitted to withhold approval for such change if such change is
required by Law, unless such change does not comply with applicable Law. In connection with Opening Inventory Products and Products ordered by Purchaser during the six months immediately following the
Effective Date, Andrx will be entitled to utilize supplies of packaging, labels and inserts on hand and on order as of the date hereof, including items reflecting brands and trademarks owned by Andrx.
Purchaser will have the right to sell such Products in accordance with this Agreement. Except as described in the fourth sentence of this Section 2.3, Andrx's brand shall not appear on the label
nor anywhere else on the Products unless required by a governmental authority or
applicable Laws or as it appears on the existing and in-transition inventory provided by Andrx to Purchaser at the Effective Date in accordance with the terms and conditions set forth in
the Agreement to License. Subject to the foregoing, Purchaser shall provide all designs and artwork necessary to produce packaging, labeling and inserts for the Products which shall be implemented
into Product production immediately unless otherwise specified by Purchaser. If the designs and artwork provided by Purchaser result in an increase in the packaging cost incurred by Andrx, then Andrx
shall give prompt notice of such increase to Purchaser and the Per Unit Price shall increase by the amount of such additional cost. If Purchaser requests that Andrx subcontract its obligations under
thisSection 2.3to a different third party, Andrx shall attempt in good faith to enter into an arrangement with such third party as soon as
reasonably practicable.

2.4Quality Control and Assurance.



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2.5Sale of Inventory.    All Opening Inventory Products sold by Andrx to Purchaser pursuant to the Agreement to
License shall be subject to the terms hereof.

Article III.  Forecasts, Purchase Orders and Delivery

3.1Forecasts.    Attached hereto asExhibit Dis an initial
Forecast (as hereinafter defined) of Purchaser's expected requirements for Products for the periods set forth therein (including a break-down of commercial quantities, dosages, samples and
safety stock). Not less than ninety (90) days prior to the beginning of each subsequent calendar quarter, Purchaser shall provide Andrx with a written, good faith, forecast (each, a
"Forecast") of the expected volume of each Product that Purchaser expects to require during the immediately following four (4) calendar quarters
(including a break-down of commercial quantities, samples, and safety stock). Each Forecast shall set forth Purchaser's expected requirements on a month-by-month
basis. Purchaser's sole obligations with respect to any Forecast will be (i) to purchase the volume of Products set forth in such Forecast for the first calendar quarter commencing at least
ninety (90) days after such Forecast is delivered to Andrx (the "Firm Order Period"), as provided in Section 3.2.3below, and (ii) to have
its purchase requirements for the calendar quarter immediately following the Firm Order Period (the
"Second Quarter") be within the requirements set forth inSection 3.2.4.

3.2Purchase Orders.



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3.3Delivery.    Andrx shall deliver to Purchaser the amount of Products ordered by Purchaser in accordance with
the delivery terms set forth in the Purchase Order. Notwithstanding anything to the contrary contained herein, Andrx shall not be required to deliver Products to Purchaser less than one hundred twenty
(120) days after its receipt of the applicable Forecast; provided, that Andrx shall use commercially reasonable efforts to reduce its cycle time for the manufacture of the Products but shall
have no liability solely as a result of its failure to achieve any level of cycle time reduction. Unless otherwise provided in a Purchase Order, title to the Products and the risk of loss shall pass
from Andrx to Purchaser F.O.B. at Andrx's Facility, and Purchaser shall be responsible for shipping costs related thereto. The parties may mutually agree to modify the date of delivery. Andrx shall
promptly notify Purchaser in writing if for any reason Andrx has reason to believe that it will be unable to supply on a timely basis the quantities of Product ordered by Purchaser (a
"Supply Failure Notice"), but notification shall not relieve Andrx from any obligation hereunder or limit any right or remedy of Purchaser in respect of
Andrx's failure.

3.4Purchase of Products.    All purchases of the Products shall be made solely pursuant to this Agreement and the
terms required bySection 3.2in each Purchase Order submitted by Purchaser to Andrx hereunder. This Agreement, the Agreement to License and the
Purchase Orders constitute the entire and exclusive statement by the parties of the terms of their agreement regarding the manufacture and sale of the Products, notwithstanding any additional or
different terms (including, without limitation, preprinted terms and conditions) contained in any Purchase Order, acknowledgment, invoice or other form furnished by either party. All such additional
and different terms are hereby specifically

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rejected
by the parties. All prior and contemporaneous proposals, negotiations, representations and agreements are merged into this Agreement.

3.5Monthly Reports.    Andrx shall provide Purchaser, on a monthly basis, manufacturing and supply reports
containing reasonable and customary information on the status of outstanding Purchase Orders, including: (i) a schedule of all work in progress, (ii) shipping information, expiration
dating, lot numbers and release data, and the sufficiency of raw materials on hand to cover open purchase orders, (iii) third party packaging information for all packagers of Purchaser's
product, including status of all outstanding Purchase Orders and inventory on hand at each such packager, and (iv) such other information as Purchaser may, from time to time, reasonably request
from Andrx.

Article IV.  Price and Payment

4.1Prices.    The "Per Unit Price" for each Product (other than
samples) shall be equal to the [xxxx]* The Per Unit Price for samples shall be equal to [xxxx]*

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4.2Payment.    Purchaser shall pay to Andrx the amount properly invoiced by Andrx for delivered, Conforming
Products within thirty (30) days after Purchaser's receipt of such invoice. If Purchaser disputes in good faith the amount of any invoice, Purchaser shall pay Andrx the undisputed portion of
such invoice pending resolution of such dispute. Andrx shall not invoice Purchaser for Opening Inventory Products of Fortamet, payment for which is included as part of the Fortamet Amount under the
Agreement to License.



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4.3Manner of Payments.    All sums due under this Agreement shall be payable in United States dollars by wire
transfer of immediately available funds to such bank account(s) as Andrx shall designate.

4.4Interest on Late Payments.    If Purchaser fails to make timely payment of all amounts not subject to a bona
fide dispute pursuant to thisArticle IV, then following five (5) days' written notice from Andrx, interest shall accrue on the past due
amount at a rate equal to the prime rate effective for the date such payment is due, as published in the Wall Street Journal, plus (i) two percent (2%) for the first thirty (30) days
such payment is delinquent or (ii) four percent (4%) thereafter.

4.5Adjustments to Per Unit Price.



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4.6Other Expenses.    Except for the amounts for which Purchaser is expressly obligated to pay hereunder, Andrx
shall bear all costs and expenses to manufacture the Products and to fulfill its obligations under this Agreement.

Article V.  Intellectual Property Licenses

5.1License of Trademark.    Purchaser hereby grants to Andrx (at Purchaser's sole discretion) a revocable,
non-exclusive, royalty free and non-transferable license, with the right to sublicense solely to Affiliates of Andrx, to use the Trademarks in the Territory for the limited
purpose of Andrx performing the obligations of Andrx under this Agreement. Upon expiration or termination
of this Agreement for any reason, the above license to use the Trademarks shall immediately terminate without any action by Purchaser. All goodwill associated with the use of the Trademarks under this
Agreement shall inure to the benefit of Purchaser.

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5.2License of Manufacturing Intellectual Property.    Andrx hereby grants to Purchaser an irrevocable (except
as
provided below), non-exclusive, and royalty-free license to use and employ the Manufacturing Intellectual Property, solely for the purpose of manufacturing or having
manufactured the Products. Purchaser shall not exercise its rights to the foregoing license except under the following limited circumstances: (a) Andrx is declared insolvent or bankrupt by a
court of competent jurisdiction; a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by Andrx; or this Agreement is assigned by Andrx for the benefit of creditors;
(b) in the case of [xxxx]*, for a [xxxx]* during the term of this Agreement, Andrx fails to provide Purchaser with at least
[xxxx]* of its requirements for Products set forth in [xxxx]* or more of the proper Purchase Orders delivered during such
[xxxx]*, for any reason other than the unavailability of API; (c) in the case of [xxxx]*, for a consecutive, rolling
[xxxx]* period commencing on or after [xxxx]* during the term of this Agreement, Andrx fails to provide Purchaser with at least
[xxxx]* of its requirements of Products set forth in [xxxx]* or more of the proper Purchase Orders delivered during such
[xxxx]*, for any reason other than the unavailability of API; (d) Purchaser terminates this Agreement pursuant to Section 6.2.3in respect of Andrx's breach of its obligations under this
Agreement; (e) Andrx terminates this Agreement pursuant to Section 6.2.2; (f) Andrx fails to use commercially reasonable efforts to increase its capacity as provided inSection 2.2; or (g) as provided in Section 11.13upon the expiration of the time period
therein provided for the resolution of a Force Majeure event. If any such event occurs,
Purchaser will have the right to sublicense or transfer, or both, this license to a third party for the manufacture of Product. The license granted to Purchaser under this Section 5.2will
terminate automatically without any further action of Purchaser upon the termination of this Agreement by Purchaser pursuant to Section 6.2.1, or by Andrx pursuant toSection 6.2.4or 6.2.5.

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Article VI.  Term and Termination

6.1Term.    The term of this Agreement shall commence on the Effective Date and shall extend for an initial term
of ten (10) years thereafter, unless earlier terminated in accordance herewith (collectively, the "Term").

6.2Termination.



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6.3Effect of Termination.



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6.4Survival.    The following provisions shall survive the termination or expiration of this Agreement for a
period of ten (10) years:Section 5.2, Article VI, Article VII, Article VIII, Article IX, Article X,andSection 11.14.

Article VII.  Regulatory Matters and Product Returns

7.1Regulatory and Legal Matters.    Except as otherwise provided in this Article VII, Andrx and its Affiliates will have
the sole authority and responsibility to obtain and maintain any FDA or other Governmental or
Regulatory Authority approvals with respect to the Products, including, without limitation, those relating to labels, labeling, package inserts and packaging used in connection with the Products. Each
party shall, promptly upon receipt of any communication from the FDA or from any other Governmental or Regulatory Authority relating to the Products or the API generally, forward a copy or description
of the same to the other party and respond to all inquiries by the other party relating thereto. Each party shall provide the other party in advance with a copy of any proposed written communication
with the FDA or any other Governmental or Regulatory Authority, and to the extent any communication reasonably relates to the other party's obligations hereunder, shall cooperate with any and all
reasonable requests of the other party concerning any meeting or written or oral communication with the FDA or any other Governmental or Regulatory Authority. Purchaser will be responsible for
providing Andrx with the information it needs to respond to all FDA inquiries, Notices of Violation, Warning Letters and other actions of the FDA addressed to Andrx and related to promotional
activities, and Andrx shall bear the cost of such response. Andrx will be responsible for providing Purchaser with the information it needs to respond to all FDA inquiries, Notices of

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Violation,
Warning Letters and other actions of the FDA addressed to Purchaser and related to promotional activities and Purchaser shall bear the cost of such response. Purchaser shall provide Andrx
with copies of all final submissions that are intended to change or modify the packaging, label or labeling for, or the indications of, the Products, for submission to the FDA. Andrx will remain
solely responsible for responding to and complying with, all FDA inquiries, Notices of Violation, Warning Letters and other regulatory matters related to manufacturing of the Products by Andrx,
including the payment of all expenses associated with the foregoing.

7.2Communication with Regulatory Authorities.    Each party shall provide the other party with copies of all
complaints which it receives concerning the Product within five (5) business days after its receipt of the same provided, that all complaints concerning suspected or actual Product tampering,
damage, contamination or mix-up (e.g., wrong ingredients or incorrect labeling) shall be delivered to the other party within two (2) business days of a party's receipt of the same.
Neither party shall take any other action in respect of any such complaint that could reasonably be expected to adversely affect the other party without the other party's consent, unless otherwise
required by Law.

7.3Regulatory Information.    Each party agrees to provide the other party with all reasonable assistance and take
all actions reasonably requested by the other party that are necessary or desirable to enable the other party to comply with any Law applicable to the Products or the API in general. Such assistance
and actions shall include, among other things, keeping the other party informed, commencing within two (2) business days of notification of any action by, or notification or other information
which it receives (directly or indirectly) from, the FDA or any other Governmental or Regulatory Authority which: (a) raises any material concerns regarding the safety or efficacy of the
Product; (b) indicates or suggests a potential material liability for either party to third parties arising in connection with the Product or (c) is reasonably likely to lead to field
alert report, recall or market withdrawal of the Products; provided, that neither party shall be obliged to disclose information in breach of any contractual restriction.

7.4Adverse Drug Experience Reports.



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7.5Records and Accounting.



7.6Product Recalls.



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7.7Product Returns.    To the extent that any return of Products results solely from any breach by Andrx of the
Manufacturing Requirements, in addition to any other rights and remedies available to Purchaser at
Law or under this Agreement, Andrx shall, at its sole cost, replace the returned Products with new Products within a period of up to one hundred twenty (120) days from the date that Purchaser
notifies Andrx about the returned Products or sooner if reasonably practicable. In the event that: (a) Andrx is unable to replace the returned Products within a period of up to one hundred
twenty (120) day period or (b) such new Products are also returned or recalled due predominately to a breach by Andrx, then in addition to any other right or remedy available to
Purchaser, Purchaser may request Andrx to reimburse Purchaser the purchase price that Purchaser paid Andrx for the affected Products plus all of the reasonable out of pocket costs and expenses
actually incurred by Purchaser to third parties to perform such corrective action. In all other circumstances, customer returns shall be made at Purchaser's cost and expense.

Article VIII.  Representations, Warranties and Covenants

8.1Andrx Representations, Warranties and Covenants.    Andrx hereby represents, warrants and covenants to
Purchaser as follows:



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8.2DISCLAIMER OF WARRANTIES.EXCEPT AS
SET FORTH IN THIS SECTION 8.2 OR THE AGREEMENT TO LICENSE, ANDRX GIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, OTHER THAN THOSE SET FORTH IN THIS AGREEMENT, ARE EXPRESSLY DISCLAIMED.

8.3Purchaser Representations, Warranties and Covenants.    Purchaser hereby represents, warrants and covenants to
Andrx as follows:



Article IX.  Confidentiality and Press Releases

9.1Confidentiality.    For a period of five (5) years following termination of this Agreement, each party
shall hold in confidence and use only in furtherance of its rights and obligations under this Agreement all Confidential Information that it acquires from the other party pursuant to this Agreement,
unless (a) the Disclosing Party consents to the Receiving Party's disclosure or use or (b) disclosure of the Disclosing Party's Confidential Information by the Receiving Party is
required by law or by order of any Governmental or Regulatory Authority, in which event the Receiving Party will notify the Disclosing Party of that order as soon as practicable, shall use reasonable
efforts (at the Disclosing Party's expense) to obtain a protective order covering the Confidential Information and shall disclose only such Confidential Information that its legal counsel determines
is legally required. Each party shall make Confidential Information that it acquires from the other party pursuant to this Agreement available only to those of its Affiliates, directors, officers,
employees, consultants, advisors or representatives who need to have access thereto for the purposes of this Agreement and who are bound by an obligation of confidentiality consistent with the
provisions herein.

9.2Press Releases.    Except as required by Law (including securities laws and rules of any securities exchange or
quotation system) or any Governmental or Regulatory Authority, neither party

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shall
make any press release or other public announcement relating to the Agreement or the transactions described herein without the prior written consent of the other party.

Article X.  Indemnification

10.1Indemnification by Andrx.    Andrx agrees to defend, indemnify and hold harmless Purchaser, its Affiliates,
officers, directors, employees and agents as provided in the Agreement to License. Notwithstanding the foregoing, Purchaser shall not be entitled to indemnification with respect to any matters covered
bySections 2.4.1, 2.4.3, 2.4.6, 7.6 and 7.7and not involving third party claims.

10.2Indemnification by Purchaser.    Purchaser agrees to defend, indemnify and hold harmless Andrx, its
Affiliates, officers, directors, employees and agents as provided in the Agreement to License.

10.3Exclusive Remedy.    The rights and remedies set forth in this Agreement and Article 10 of the
Agreement to License shall constitute the sole and exclusive rights and remedies of either party with respect to this Agreement; provided, that nothing contained in this Sectionshall be deemed to
restrict a party from seeking specific performance, an injunction or other equitable relief to enforce the terms and
conditions hereof, nor shall the foregoing limitation apply in the case of fraud or other willful breach by a party to this Agreement.

10.4CONSEQUENTIAL DAMAGES.NO PARTY TO
THIS AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY HERETO OR ANY BENEFICIARY HEREOF FOR ANY LOSS OF PROFITS, DIMINUTION IN VALUE, OR INCIDENTAL, INDIRECT, CONSEQUENTIAL,
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR OTHERWISE AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE,
EXCEPT AND TO THE EXTENT THAT ANY SUCH DAMAGES SHALL HAVE RESULTED FROM THE WILLFUL MISCONDUCT OF SUCH PARTY.

Article XI.  Miscellaneous

11.1Choice of Law.    This Agreement shall be governed by and construed exclusively in accordance with the law of
the State of New York, without regard to the conflicts of law rules of such state. The parties hereby agree to the non-exclusive jurisdiction of any state or federal court sitting in New
York, New York for purposes of any dispute arising out of this Agreement.

11.2Waiver.    The waiver by any party of a breach of any provision of this Agreement shall not operate, or be
construed, as a waiver of any subsequent breach.

11.3Modification.    No change, modification, or waiver of any term of this Agreement shall be valid unless it is
in writing and signed by both parties.

11.4Entire Agreement.    This Agreement and the Purchase Orders delivered in accordance herewith constitute the
entire agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, whether oral or written, between the parties.

11.5Assignments.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except as expressly
provided herein. Notwithstanding the foregoing, a party may assign all or any portion of its rights or delegate its duties to any subsidiary or, in the event of a merger or sale of all or
substantially all of its assets, any successor entity, without the necessity of obtain the other party's consent. Andrx may subcontract all or a portion of its obligations hereunder to any third party
without the prior

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written
consent of Purchaser, provided, that Andrx shall be responsible for such third party subcontractor's performance in accordance with this Agreement and such third party shall be bound by an
obligation of confidentiality substantially similar to that by which Andrx is bound hereunder. Any prohibited assignment shall be null and void and of no force or effect.

11.6Independent Contractor.    This Agreement shall not be construed as constituting a partnership, joint venture
or any other form of legal association that would impose liability upon one party for the act or
failure to act of the other party, or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other party.

11.7Third Party Beneficiaries.    The parties do not intend, nor will any Section of this Agreement be
interpreted, to create for any person any third party beneficiary rights.

11.8Headings.    The headings have been inserted for convenience only and are not to be considered when
interpreting the provisions of this Agreement.

11.9Time of Essence.    Time is of the essence in the performance of this Agreement.

11.10Counterparts.    This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but all of which together shall constitute one and the same instrument.

11.11Severability.    Each provision of this Agreement will to the extent possible be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11.12Incorporation of Exhibits.    The Exhibits identified in this Agreement and attached hereto are incorporated
herein by this reference and made a part hereof.

11.13Force Majeure.    If the actual performance of this Agreement (other than the obligation to pay money) is
prevented with by any circumstance beyond the reasonable control of the party affected, including any act of God (such as fire, flood, earthquake or other natural cause), terrorist events, riots,
insurrections, declared or undeclared war or national emergency, strikes by laborers of third parties, boycotts by laborers of third parties, lockouts by laborers of third parties or other labor
difficulties by laborers of third parties, the party affected by such "Force Majeure" event is excused on a day-by-day basis to
the extent of the prevention; provided, that such party notifies the other party as soon as practicable of the nature and expected duration of the claimed Force Majeure, uses all commercially
reasonable efforts to avoid or remove the causes of nonperformance and resumes performance promptly after the causes have been removed. If a party is unable to perform its obligations under this
Agreement (other than the obligation to pay money) due to a Force Majeure event for a period in excess of three (3) months, then the other party may terminate this Agreement with no further
obligation to the non-performing party, subject toSection 5.2. During the foregoing three month period (and without prejudice to
Purchaser's rights under the preceding sentence), Andrx may, at its election, either: (i) procure another manufacturer for the Products, such manufacturer to be to the reasonable satisfaction
of Purchaser, or (ii) if Andrx demonstrates to Purchaser's reasonable satisfaction that it would be more expeditious for Andrx to continue
manufacturing the Products than to qualify another manufacturer, Andrx may continue to manufacture the Products on the terms of this Agreement.

11.14Disputes.    If there is a dispute arising out of this Agreement that cannot be reasonably resolved in the
ordinary course of business, either party may initiate the dispute resolution process by providing written notice to the other party's first level of dispute management of the nature of the dispute
accompanied by relevant documents and facts supporting the party's position. The other party shall have ten (10) business days to provide its written answer accompanied by relevant documents
and facts supporting the party's position. Within ten (10) business days following delivery of the answer, if

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the
parties have not agreed to a resolution of the dispute or mutually agreed to extend the time for resolution of the dispute, the second level management of each party shall meet and negotiate in
good faith to resolve the dispute. If the parties are unable to resolve the dispute within ten (10) business days thereafter or mutually agree to extend the time for resolution of the dispute,
either party may seek resolution of the dispute through litigation, or if both parties agree, through binding arbitration. Notwithstanding the foregoing, if a dispute arises that if not immediately
resolved would result in immediate and irrevocable harm to a party (such as a breach of the confidentiality and/or the data protection provisions of this Agreement), such affected party may seek
immediate judicial relief.

11.15Notices.    All notices or other communications hereunder shall be deemed sufficient if given in writing,
mailed registered mail (return receipt requested), postage paid, or by facsimile (confirmed by such registered mail) or by courier addressed to the appropriate party at the address set forth below, or
at such other place as such party may designate in writing to the other party.

If to Andrx:

Andrx Pharmaceuticals, Inc.
8151 Peters Road, 4th Floor
Plantation, Florida 33324
Attn: Scott Lodin, Esq.
Executive Vice President and General CounselIf to Purchaser:

First Horizon Pharmaceutical Corporation
6195 Shiloh Road
Alpharetta, Georgia 30005
Attn: Leslie Zacks, Esq.
General Counsel


All
such notices shall be effective five (5) days following the date of mailing.

11.16Permits.    Each party shall, at its own expense, obtain and maintain the necessary permits required to
perform its obligations hereunder.

11.17Annual Product Review Report.    Andrx shall prepare on an annual basis supply product data, including,
without limitation, release test results, complaint investigation results, and all investigations (in manufacturing, testing and storage) as required by GMPs.

11.18Insurance.    Each party shall maintain comprehensive general liability insurance, including blanket
contractual liability insurance covering the obligations of that party under this Agreement through the term of this Agreement and for five (5) years thereafter, which insurance shall afford
limits of not less than $10,000,000 for each occurrence for bodily injury liability, personal injury liability, products liability, property damage liability, contractual liability and completed
operations liability with an aggregate annual cap of at least $40,000,000. Each party will provide the other with a certificate of insurance evidencing the above and showing the name of the issuing
company, the policy number, the effective date, the expiration date and the limits of liability. The insurance certificate shall further provide for a minimum of thirty (30) days written notice
to the recipient of a cancellation of, or material change in, the insurance, subject to the insurer's agreement to so state on the certificate. Each party shall cause its insurance policy to name the
other party hereto as an additional insured and a loss
payee. Each party's general liability insurance policy shall contain a waiver of subrogation rights which that party's insurer(s) may have against the other party.

11.19Audit Rights.    During the term of this Agreement, Andrx, its Affiliates and any sublicensees shall afford
Purchaser and its representatives full access, at all reasonable times and upon reasonable notice to the offices, properties, books, records, officers, employees and other assets of the Andrx, and
shall provide such assistance as is reasonably requested by Purchaser in order to provide Purchaser a full opportunity to investigate, evaluate and confirm the accuracy of the invoices and

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reports
provided by Andrx under this Agreement, including, without limitation, any such invoices or reports relating to Andrx's: determination of the API cost, the pharmaceutical price index and
packaging costs, in each case in connection with the determination of the Per Unit Price. Purchaser may exercise the foregoing audit rights once per calendar year, to be exercised in December or
January of each calendar year, unless Purchaser demonstrates a compelling need to conduct such audit at a different time of year. If an audit concludes that Andrx has not fully satisfied its
obligations under this Agreement or has misstated any of the foregoing costs or prices resulting in excess payments by Purchaser, then Andrx shall immediately take action to cure any failure to
perform its obligations under this Agreement within the thirty (30) days period provided inSection 6.2.3, and refund any resulting
overpayments within thirty (30) days of the conclusion of the audit. If an audit concludes that the costs or prices set forth above were understated, then Purchaser shall pay any additional
fees required within thirty (30) days of concluding such audit. If either party disputes the conclusion of an audit, then the parties shall engage a qualified arbitrator to resolve the dispute.
The fees charged by such arbitrator shall be paid in equal shares by Purchaser and Andrx; provided, that if the audit discloses that the payments by Purchaser for the audited period are more than one
hundred ten percent (110%) of the payments required for such period, then Andrx shall pay all fees and expenses charged by such accounting firm.

11.20Manufacturing Forecasting Meeting.    The parties shall meet every six months during the term of this
Agreement to discuss the manufacturing capacity of Andrx and shall discuss in good faith Andrx's ability to meet the ongoing manufacturing capacity needs of Purchaser.

11.21Covenant of Cooperation.    The parties covenant to timely and diligently cooperate to effect the goals,
objectives and purposes of this Agreement and to facilitate the performance of their respective duties and obligations under this Agreement in a commercially reasonable manner. Further, the parties
agree to deal and negotiate with each other diligently and in good faith in the execution and implementation of their duties and obligations under this Agreement. There may be functions,
responsibilities, activities and tasks not specifically described in this Agreement which are required for the performance and provision of the parties' obligations and are an inherent part of, or a
necessary element included within, the parties' obligations. If such functions, responsibilities, activities and tasks are mutually determined by the parties to be required for the proper performance
of the other obligations or are an inherent part, or a necessary part, thereof, such functions, responsibilities, activities and tasks shall be deemed to be implied by and included within the scope of
this Agreement and the obligations established hereunder to the same extent and in the same manner as if specifically
described in this Agreement; provided, that thisSection 11.21shall not be interpreted to impose any material obligations or liabilities on any
party that are not expressly set forth in this Agreement.

[Signatures on following page]

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IN
WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of each party as of the Effective Date.

| |  | "Purchaser"                             
| |  | ----------------------------------------
| |  | FIRST HORIZON PHARMACEUTICAL CORPORATION
| |  | By:                                     
| |  |                                         
| |  | "Andrx"                                 
| |  | ANDRX PHARMACEUTICALS, INC.             
| |  | By:                                     

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