Exhibit 10.1



AGREEMENT TO LICENSE AND PURCHASE
dated March 2, 2005
by and among
ANDRX LABS, LLC,
the other
SELLER ENTITIES signatory hereto
and
FIRST HORIZON PHARMACEUTICAL CORPORATION



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AGREEMENT TO LICENSE AND PURCHASE

THIS AGREEMENT, dated March 2, 2005, is entered into by and between Andrx Labs, LLC, a Delaware limited liability company, Andrx Laboratories, Inc.,
a Mississippi corporation, Andrx Laboratories (NJ), Inc., a Delaware corporation, and Andrx EU Ltd., a United Kingdom company (each, a
"Seller" and collectively, the "Seller Entities"), and First Horizon Pharmaceutical Corporation, a
Delaware corporation ("Buyer").

WHEREAS,
the Seller Entities own assets used in the business relating to the following product lines (as more fully described herein, collectively, the "Seller
Product Lines" or "Products"):



WHEREAS,
subject to the terms and conditions set forth herein, Seller desires to cause the sale, assignment and transfer to Buyer, and Buyer desires to purchase, assume and take
assignment of certain assets, properties, rights and liabilities related to the Seller Product Lines.

WHEREAS,
the Seller will retain and license to Buyer certain patent and other intellectual property rights relating to the Products pursuant to the License Agreement (as defined below),
with the exception of the Altoprev and Fortamet trademarks which will be sold to Buyer.

WHEREAS,
the Seller will retain all rights and assets relating to the manufacture of the Products, and Buyer will engage Seller to manufacture the Products for Buyer pursuant to the
Supply Agreement (as defined below).

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

ARTICLE 1.    DEFINITIONS

1.1.Definitions.The following terms have the following meanings when used herein:

"Accounts Receivable" shall mean accounts receivable of Seller arising from the sale of the Products prior to the Closing Date which have
not been collected as of the Closing Date.

"Affiliate" means with respect to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such Person.

"Agreement" means this Agreement to License and Purchase, including all Schedules hereto, as it may be amended from time to time in
accordance with its terms.

"Altoprev Amount" has the meaning set forth in Section 3.1.2.

"Altoprev Generic Product" means a generic Product that is bioequivalent to the Altoprev Product and legally authorized for sale.

"Altoprev Products" means the Altoprev brand Products.

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

"ANDA" means abbreviated new drug application.

"Assignment and Assumption Agreement" means the Assignment and Assumption Agreement and Bill of Sale in the form of Exhibit A.

"Assumed Contracts" has the meaning set forth in Section 2.3.1.

"Business Day" means a day other than a Saturday or a Sunday or other day on which commercial banks in New York are authorized or required
by law to close.

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"Buyer" has the meaning set forth in the recitals.

"Buyer Product Liability Claims" shall mean any Product Liability Claims that do not constitute Seller Product Liability Claims.

"Change in Control" shall mean the occurrence of any of the following events:



For
purposes of this definition of Change of Control, "Company" shall mean any or all of the Seller Entities, Andrx Corporation and any other entity which directly or indirectly controls
the Seller Entities.

"Closing" refers to the closing of the transactions described in this Agreement.

"Closing Date" has the meaning set forth in Section 4.1.

"Closing Payment" has the meaning set forth in Section 3.1.3.

"Confidentiality Agreement" means that certain Confidentiality Agreement by and between Andrx Corporation and First Horizon Pharmaceutical
Corporation, dated as of January 6, 2005.

"Conforming Products" has the meaning set forth in the Supply Agreement.

"Contracts" shall mean all contractual rights and obligations and leasehold interests under any agreement, arrangement or instrument,
including open purchase and sales orders, marketing contracts, advertising contracts and promotional programs.

"Disclosure Schedule" means collectively the Schedules referred to in Article 5.

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

"Federal" refers to the United States federal government.

"Force Majeure Event" shall have the meaning set forth in the Supply Agreement.

"Fortamet Amount" has the meaning set forth in Section 3.1.1.

"Fortamet Generic Product" means a generic product that is bioequivalent to the Fortamet Product and legally authorized for sale.

"Fortamet Products" means the Fortamet brand products.

"GAAP" means United States generally accepted accounting principles as consistently applied in accordance with past practice by Seller or
Buyer, as the context indicates.

"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,

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(c) any
subdivision, ministry, department, secretariat, bureau, agency, commission, board, instrumentality or authority of any of the foregoing governments or bodies, including, without
limitation, the FDA, (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.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Holdback Amount" has the meaning set forth in Section 3.2.1.

"Independent Accounting Firm" means an independent internationally recognized accounting firm with no material relationship to either of
the parties, chosen by agreement of the parties, which agreement shall not be unreasonably withheld.

"Intellectual Property" means all of the following in any jurisdiction throughout the world: (a) all patents and patent
applications, together with all divisions, reissuances, continuations and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, and Internet
domain names, including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection therewith, (d) all trade secrets and confidential business information (including ideas, research and development, know-how,
formulas, compositions, manufacturing and production processes, standard operating procedures and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information, and business and marketing plans and proposals), and (e) all advertising and promotional materials.

"Inventory" and "Inventories" means Product inventories of finished goods (i.e., packaged
for retail sale) and samples.

"Knowledge" means, as related to any Seller, the actual knowledge, after reasonable inquiry into the areas of their respective functions,
of Tom Rice, Angelo Malahias, Steve Glover, Anne Kelly and Jennifer Spokes.

"Law" or "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 the License Agreement in the form ofExhibit B.

"Licensed Intellectual Property" means the NDAs pertaining to the Products, the patent rights (registered and unregistered),
know-how, trade secrets and other Technical Information relating to the Products more particularly set forth in, and licensed pursuant to, the License Agreement.

"Licenses and Permits" shall mean all permits, licenses, approvals, registrations, authorizations and indicia of authority and pending
applications for any thereof issued by any Governmental or Regulatory Authority, including NDAs, SNDAs and other FDA and other governmental approvals relating to the Products.

"Loss" or "Losses" has the meaning set forth in Section 10.1.1.

"Manufacturing Requirements" has the meaning set forth in the Supply Agreement.

"Marketing Media Materials" shall mean all promotional and advertising materials, including files, books, records and other written
information as well as all videos, recordings, proofs and other masters held by advertising agencies and others, together with copyrights related to the foregoing.

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"Material Adverse Effect" means a material adverse effect on the assets, operations or financial condition of the business of Seller
related to the Products or on the Products;provided, that, for purposes of this Agreement, a Material Adverse Effect shall not include effects
resulting from events, changes or circumstances relating to (a) the industry or markets in which the Products operate that are not unique to the Products, (b) the announcement or
disclosure of the transactions contemplated herein, (c) matters, facts or circumstances reflected on any Schedule to this Agreement, or (d) any inability or failure of the Seller to
manufacture Altoprev.

"NDA" means a New Drug Application and related filings.

"Net Sales" means the net sales of the Products by Buyer, determined in accordance with GAAP consistently applied by Buyer in the
performance of its Securities and Exchange Act of 1934 reporting obligations (e.g. 10-Q and 10-K filings), for the period in question, provided, that Net Sales shall be
calculated without giving effect to any deductions that are not reasonable and customary in nature and amount. Net Sales outside of the United States shall be determined on the basis of the United
States dollar equivalent of the foreign currency in which such sales are invoiced as such currency conversions are effected by Buyer in the ordinary course of business consistent with GAAP.

"Other Agreements" means, collectively, the Assignment and Assumption Agreement, the License Agreement, the Trademark Rights Assignment
Agreement, the Transition Services Agreement, Quality Assurance Agreement and the Supply Agreement.

"Person" means any individual, corporation, partnership, joint venture, limited liability company, trust or unincorporated organization or
government or any agency or political subdivision thereof.

"Prime Rate" means the prime commercial rate of interest as published in The Wall Street Journal (U.S. Edition). Any change in the prime
rate shall take effect at the opening of business on the day published in The Wall Street Journal (U.S. Edition).

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

"Product Liability Claims" means 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 Price" has the meaning set forth in Section 3.1.

"Purchased Assets" has the meaning set forth in Section 2.1.

"Quality Assurance Agreement" means the Quality Assurance Agreement in the form of Exhibit C.

"Regulatory Information" means (i) all information relating to or contained in the Licenses and Permits relating to the Products
and all dossiers and correspondence relating to the foregoing, (ii) testing and clinical data relating to the Products which is included in the Purchased Assets or subsequently developed by
Buyer or its Affiliates or successors, and (iii) all other data and information relating to the Products which is included in the Purchased Assets or subsequently developed by Buyer or its
Affiliates.

"Royalties" has the meaning set forth in Section 3.4.

"Royalty Report" means a report prepared by Buyer with regard to Net Sales setting forth, by country, by dosage strength, in accordance
with GAAP, (a) aggregate U.S. Dollar amounts and units invoiced, (b) sales discounts and other allowances, (c) trade commissions, discounts, refunds and rebates (d) product
returns, (e) the total amount of the relevant Net Sales and (f) the royalty due. It is further agreed that, with regard to the Royalty Reports provided by Buyer for Net Sales in the
United States, the reductions set forth in the above item (c) shall be itemized to indicate (i) Medicaid rebate expenses and (ii) managed care rebate expenses. Each Royalty Report
shall include the information

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required
above for the relevant month and calendar year to date, as applicable, and other information reasonably requested by Seller.

"Sandoz Agreement" means the Termination Agreement dated October 24, 2001 and Amendment No. 1 thereto dated
January 17, 2005 in each case by and among Andrx Laboratories (NJ), Inc., a Delaware corporation as the owner of all assets and liabilities of the company formerly known as Andrx
Labs, Inc., Andrx Pharmaceuticals Inc., a Florida corporation, and Anda, Inc., a Florida corporation, each of which is a subsidiary of Andrx Corporation, and Sandoz Inc.
(f.k.a. Geneva Pharmaceuticals, Inc.), a Colorado corporation.

"Seller" means each of and any of the Seller Entities. As used herein, any reference to Seller shall mean each Seller individually and all
of the Seller Entities collectively. Any representation, warranty, covenant, agreement or other obligation of Seller referred to herein shall mean the joint and several representation, warranty,
covenant, agreement of each of the Seller Entities individually and all of the Seller Entities collectively.

"Seller Entities" has the meaning set forth in the recitals.

"Seller Product Liability Claims" means any Product Liability Claims (i) relating to Products sold by Seller or its Affiliates (or
other activities of Seller or its Affiliates) prior to the Closing Date, or (ii) caused by Seller's failure to supply Product that is in compliance with the Manufacturing Requirements.

"SNDA" means Supplemental New Drug Applications.

"Supply Agreement" means the Manufacturing and Supply Agreement in the form of Exhibit Dfor each of the Products.

"Tax" or "Taxes" shall mean all taxes, charges, fees, duties, levies or other assessments,
including (without limitation) income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp,
leasing, lease, user, transfer, fuel, occupational, interest equalization, severance and employees' income withholding, estimated unemployment and Social Security, which are imposed by the United
States, or any state, local or foreign government or subdivision or agency thereof, including any interest, penalties or additions to tax related thereto.

"Takeda Arrangement" means that certain agreement between Takeda Chemical industries Ltd. and Seller, as in effect on the date of
this Agreement.

"Tax Return" or "Tax Returns" means all returns, declarations, reports, statements, and
other documents required to be filed in respect of Taxes.

"Technical Information" shall mean all information in the nature of know-how, trade secrets, inventions, processes, designs,
devices, and related information and documentation.

"Trademark Rights" means, collectively, trademarks and trade names, all goodwill associated therewith, and all applications,
registrations, service marks, brands and renewals in connection therewith.

"Trademark Rights Assignment Agreement" means the Trademark Rights Assignment Agreement in the form of Exhibit E.

"Transition Services Agreement" means the Transition Services Agreement in the form of Exhibit F.

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ARTICLE 2.    PURCHASE AND SALE

2.1.Agreement to Purchase and Sell Purchased Assets.Subject to the terms and conditions contained herein, at
the Closing Seller shall sell, transfer, assign and deliver and cause to be sold, transferred, assigned and delivered to Buyer, and Buyer shall purchase and accept from Seller, all right, title, and
interest of the Seller Entities in the following assets, properties and rights (collectively, the "Purchased Assets"):



2.2.Excluded Assets.Notwithstanding anything herein to the contrary, the Purchased Assets shall not include
any of the assets, properties, rights and interests of any kind, wherever located, whether tangible or intangible, real or personal of Seller that are not exclusively related to and exclusively used
in the Seller Product Lines including, without limitation, the following:



2.3.Liabilities and Obligations.



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2.4.Post-Closing Accounts Receivable.Notwithstanding Sections 2.2 and 2.3, if and to the
extent that there are any Open Orders at the Closing, the parties agree that Buyer shall be entitled to any and all accounts receivable with respect thereto. Seller shall, from and after the Closing,
instruct any purchasers of Open Orders that any and all payment with respect thereto shall be remitted to Buyer. Should any such amount, however, be received by Seller, Seller shall promptly remit
such amount to Buyer.

2.5.Records Retention.From and after the Closing, Buyer shall be entitled to obtain and retain indefinitely
copies of all books, documents, data and records related to regulatory information and documentation of the Products, the Licenses and Permits, all dossiers and correspondence, testing and clinical
data and other data and information related to the Products.

2.6.Other Agreements.Subject to the terms and conditions contained herein, at the Closing, Buyer and Seller
shall enter into the License Agreement for the license of the Licensed Intellectual Property, the Supply Agreement, for the manufacture of the Products on an ongoing basis, and each of the Other
Agreements.

ARTICLE 3.        PURCHASE PRICE

3.1.Purchase Price.    The total purchase price for the sale of the Purchased Assets and the license of the
Licensed Intellectual Property shall be an amount equal to the Altoprev Amount,plusthe Fortamet Amount (the "Purchase
Price").



3.2.Altoprev Holdback.    The Altoprev Amount shall be adjusted and paid to Seller as follows:



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3.3.Consistent Treatment.    The parties will (a) allocate the Purchase Price among the Purchased Assets
and the other property licensed pursuant to the License Agreement in accordance with an allocation reasonably agreed to by Buyer and the Seller Entities, (b) treat and report the transactions
contemplated by this Agreement in all respects consistently for purposes of any Tax or Tax Return, and (c) not take any action inconsistent with such obligation.

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3.4.Royalty Payments.    Buyer shall also pay to Seller royalties (the
"Royalties") on a quarterly basis on Net Sales of Fortamet and Altoprev determined as follows:



3.5.Manner of Payments.    All sums due under this Agreement shall be payable in United States dollars by bank
wire transfer of immediately available finds to such bank account(s) as Seller shall designate. If Buyer shall fail to make a timely payment pursuant to this Agreement, interest shall accrue on the
past due amount at an annual rate equal to the Prime Rate, effective from the date such payment is due for the first thirty (30) days during which such payment is delinquent, and then at an
annual rate equal to the Prime Rate +2% thereafter until paid in full, calculated through and including the date of payment on the basis of 360-day years.

ARTICLE 4.        CLOSING

4.1.Closing Date.    The Closing hereunder shall take place at the office of Seller, at 12:00 noon local time upon
the later of: (i) March 31, 2005 or (ii) three days after approval under the HSR Act or termination of any applicable waiting period thereunder (as the case may be), or at such
other place, time and date as Seller and Buyer may agree (any such date, the "Closing Date").

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4.2.Transactions at Closing.    At the Closing, subject to the terms and conditions hereof:



ARTICLE 5.        REPRESENTATIONS AND WARRANTIES OF THE SELLER ENTITIES

Each Seller Entity, jointly and severally, represents and warrants to Buyer on the date hereof and on and as of the Closing Date, in each case as though the
Closing Date were substituted for the date of this Agreement, that, except as set forth on the Disclosure Schedule:

5.1.Organization.    Each Seller Entity is an entity duly organized and validly existing in good standing under
the laws of its jurisdiction of organization, duly qualified to transact business as a foreign entity in such jurisdictions where the nature of the Seller Product Lines makes such qualification
necessary, except as to jurisdictions where the failure to qualify would not reasonably be expected to have a Material Adverse Effect and with all requisite corporate power and authority to own, lease
and operate the business relating to the Seller Product Lines as now being conducted.

5.2.Due Authorization.    Each Seller Entity has full corporate, limited liability company or other entity power
(as the case may be) and authority to execute, deliver and perform this Agreement and the Other Agreements to which it is a party, and the execution and delivery of this Agreement and the Other
Agreements to which it is a party and the performance of all obligations hereunder and thereunder has been duly authorized by the applicable Seller Entity. The signing, delivery and performance of
this Agreement and the Other Agreements to which it is a party by each Seller Entity is not prohibited or limited by, and will not result in the breach of or a default under, any provision of the
charter, bylaws or other organizational documents of the applicable Seller Entity, or of any material agreement or instrument binding on the applicable Seller Entity (subject to obtaining consents to
assign any Assumed Contract), or of any applicable order, writ, injunction or decree of any court or governmental instrumentality. This Agreement has been, and on the Closing Date the Other Agreements
to which it is a party will have been, duly executed and delivered by each Seller Entity and constitutes, or, in the case of the Other Agreements to which it is a party will constitute, the legal,
valid and binding obligation of each Seller Entity, enforceable against each Seller Entity in accordance with their respective terms except as enforceability may be limited or affected by the
principles and laws of equity or applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors' rights generally.

5.3.Title and Inventory.



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5.4.Certain Financial Information; Customers.



5.5.Certain Contracts.    The Seller Entities have previously made available to Buyer true and correct copies of
all Assumed Contracts together with all amendments, waivers or changes in respect thereof. Each Assumed Contract is legal, valid, binding upon and enforceable against the Seller party thereto and, to
Seller's Knowledge, the other party (subject to bankruptcy laws and general principles of equity), is in full force and effect and is not in default. Seller has provided Buyer with a true and correct
copy of each of the Takeda Arrangement and the Sandoz Agreement, in each case as amended through the date hereof, and such agreements remain in effect expressly on the terms and conditions set forth
therein.

5.6.Trademark Rights.    The Trademark Rights are owned free and clear of all liens or encumbrances. Except as set
forth onSchedule 5.6, the Trademark Rights have not been and are not the subject of any pending adverse claim, or any threatened litigation or
claim of infringement.

5.7.Litigation and Legal Proceedings.Schedule 5.7sets
forth a list of all litigation, proceedings, actions, suits, proceedings, hearings, investigations, charges, complaints, claims, or demands pending or, to each Seller's Knowledge, threatened by or
against the Seller Entities, in each case relating to the Seller Product Lines.

5.8.Consents.    Except for filings required by the HSR Act, no notice to, filing with, authorization of,
exemption by, or consent of, any Person or public or governmental authority is required for any Seller Entity to consummate the transactions contemplated hereby. Schedule 5.8will be updated at the
Closing to reflect any consents required for the assignment of any Assumed Contracts entered into after the
date of this Agreement.

5.9.Product Liability.    Except as set forth on Schedule 5.9, no Person has asserted any Product Liability Claim against
any Seller Entity with respect to the Seller Product Lines and, to
Seller's

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Knowledge,
no such claims are threatened.Schedule 5.9sets forth the pending, adjudicated and settled product liability and third party personal
injury claims with respect to the Seller Product Lines.

5.10.Regulatory Matters.



5.11.Events Subsequent to Most Recent Fiscal Year End.    Except as set forth in the Disclosure Schedule, since
the most recent fiscal year end of Seller:



5.12.Undisclosed Liabilities.    To each Seller's knowledge, Seller Entities do not have any liability relating to
the business of the Seller Product Lines or the Purchased Assets for which Buyer will become liable as a result of the transactions contemplated hereby other than the Assumed Liabilities.

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5.13.Intellectual Property.



5.14.No Broker.    Except as set forth onSchedule 5.14,
Seller has not engaged any broker or any other Person who would be entitled to any brokerage fee or commission from Buyer in respect of the execution and delivery of this Agreement, the Other
Agreements, or the consummation of the transactions contemplated hereby and thereby.

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BUYER
IS ACQUIRING THE PURCHASED ASSETS AND ENTERING INTO OTHER TRANSACTIONS CONTEMPLATED HEREBY WITHOUT ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY
OTHER IMPLIED WARRANTIES WHATSOEVER. BUYER ACKNOWLEDGES AND AGREES THAT NO SELLER ENTITY, IT AFFILIATES NOR ANY OF THEIR REPRESENTATIVES HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED
THAT IS NOT EXPLICITLY SET FORTH IN THE AGREEMENT AND THE OTHER AGREEMENTS.

ARTICLE 6.        REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Seller Entities as follows:

6.1.Organization.    Buyer is a corporation duly organized and validly existing in good standing under the Laws of
the State of Delaware, duly qualified to transact business as a foreign corporation in all jurisdictions except where the failure to be so qualified would not reasonably be expected to have a material
adverse effect on Buyer, and with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

6.2.Due Authorization.    Buyer has full corporate power and authority to execute, deliver and perform this
Agreement and the Other Agreements to which it is a party and the execution and delivery of this Agreement and the Other Agreements to which it is a party and the performance of all obligations
hereunder and thereunder has been duly authorized by Buyer. The signing, delivery and performance of this Agreement and the Other Agreements to which it is a party by Buyer is not prohibited or
limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or By-Laws of Buyer or of any order, writ, injunction or decree of
any court or governmental instrumentality. This Agreement has been, and on the Closing Date and the Other Agreements to which it is a party will have been, duly executed and delivered by Buyer and
constitutes, or, in the case of the Other Agreements to which it is a party will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their
respective terms except as enforceability may be limited or affected by the principles and Laws of equity or applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general
application relating to or affecting creditors' rights generally.

6.3.Consents.    Except as required by the HSR Act, no notice to, filing with, authorization of, exemption by, or
consent of, any Person or public or governmental authority is required for Buyer to consummate the transactions contemplated hereby.

6.4.Litigation.    There is no litigation, proceeding or claim pending or, to the knowledge of Buyer, threatened
relating to or affecting Buyer's ability to purchase or operate the Purchased Assets or assume the Assumed Liabilities relating thereto.

6.5.No Contemplated Sales.    Neither Buyer nor any Affiliate or representative of Buyer has any agreements as of
the date hereof relating to the sale or other disposition of all or substantially all of the Purchased Assets following the Closing, other than in the ordinary course of business.

6.6.No Broker.    Buyer has not engaged any broker or any other Person who would be entitled to any brokerage fee
or commission from any Seller Entity in respect of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

6.7.Sufficient Funds.    Buyer has sufficient funds available to affect the purchase and license by Buyer
hereunder.

6.8.Marketing Plan.    Attached asSchedule 6.8is Buyer's
business plan (the "Business Plan") for the Seller Product Lines, including but not limited to Buyer's marketing/sales plan, production plan, launch
plan samples and product plan.

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ARTICLE 7.        PRE-CLOSING COVENANTS OF SELLER AND BUYER

7.1.Corporate and Other Actions.    Each of Seller and Buyer shall take all necessary corporate action required to
fulfill its obligations under this Agreement and the Other Agreements and the transactions contemplated hereby and thereby.

7.2.Consents and Approvals.    Each of Seller and Buyer shall use its commercially reasonable efforts to obtain
all necessary consents and approvals to the performance of its obligations under this Agreement and the Other Agreements and the transactions contemplated hereby and thereby. Each of Seller and Buyer
shall make all filings, applications, statements and reports to all Federal or state government agencies or entities which are required to be made prior to the Closing Date by or on behalf of Seller
or Buyer pursuant to any applicable statute, rule or regulation in connection with this Agreement and the Other Agreements and the transactions contemplated hereby and thereby.

7.3.Competition Law Filings.    Each of Buyer and Seller shall promptly prepare and file (a) the
notification and report form required under the HSR Act, and regulations promulgated thereunder, if applicable, and any further filings pursuant thereto as may be necessary and (b) under other
filings required under any other applicable competition Laws.

7.4.Access to Information.    Seller will permit representatives of Buyer from and after the date hereof up to the
Closing Date to have access at all reasonable times to the books, accounts, and records pertaining to the Purchased Assets, and will furnish Buyer with such financial and operating data concerning the
Purchased Assets as Buyer shall from time to time reasonably request, subject to the confidentiality restrictions contained in this Agreement and in the Confidentiality Agreement.

7.5.Operations of the Business prior to Closing.    Subsequent to the date hereof and prior to the Closing Date,
Seller will continue to conduct the business of the Seller Product Lines in substantially the same manner as heretofore conducted and engage in business in the usual and normal course. Without
limiting the generality of the foregoing,Schedule 7.5shall apply as specified therein for excessive sales of Fortamet between signing and
Closing.

7.6.Notification of Customers.    Buyer shall notify the customers of the Products that (i) Buyer has
acquired, and Seller Entities have transferred, the right to distribute, promote, market, use and sell the Products, and (ii) that all customer orders for Products received by Seller Entities
but not fulfilled as of the Closing Date will be transferred to Buyer and that customers shall thereafter remit order payments for Products sold after Closing to Buyer. Seller shall provide Buyer at
the Closing with all purchase orders, sales orders and other similar agreements for the purchase of Products that have been entered into by the Seller Entities after the date of this Agreement and
prior to the Closing Date, including those which would otherwise have been required to be listed onSchedule 2.3.1. Following Closing, Seller
Entities shall transfer to Buyer any customer order for the Products that Seller Entities or any of their Affiliates receives promptly after receipt of such order.

7.7.Notice of Developments.    Each party shall give prompt written notice to the other party of any development
causing any of its or their own representations and warranties in Article 5 and Article 6 above to become untrue or incomplete. No disclosure by any party pursuant to this
Section 7.7 shall be deemed to amend or supplement the Disclosure Schedule for purposes of determining whether the representations and warranties herein have been breached when determining
compliance with the Closing conditions in Article 8. All disclosures by any party pursuant to this Section 7.7 shall be deemed to amend and supplement the Disclosure Schedule when
determining whether a party is entitled to indemnification pursuant to Article 10 (as if such disclosure had been included in the Disclosure Schedule on the date hereof).

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ARTICLE 8.        CONDITIONS

8.1.Conditions to Obligations of Seller.    The obligations of Seller to consummate the transactions contemplated
by this Agreement shall be subject to fulfillment at or prior to Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):



8.2.Conditions to Obligations of Buyer.    The obligations of Buyer to consummate the transactions contemplated by
this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):



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ARTICLE 9.        POST-CLOSING COVENANTS

9.1.Retained Products; Non-Competition.



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9.2.Availability of Records.    Buyer, on the one hand, and Seller Entities, on the other hand, shall provide each
other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial
or administrative proceedings relating to liability for taxes. The party requesting assistance hereunder shall reimburse the party whose assistance is requested for the reasonable
out-of-pocket expenses incurred by it in providing such assistance.

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9.3.Intellectual Property Matters.



9.4.Further Assurances.    Subject to the terms and conditions of this Agreement, at any time or from time to time
after the Closing, at either party's request and without further consideration, the applicable party shall execute and deliver to the requesting party such instruments and documents as are reasonably
required to evidence or make effective the transactions and agreements contemplated hereby.

9.5.Remedies.    The parties agree and acknowledge that any breach of this Article 9will cause irreparable damage to the
parties and upon breach of thisArticle 9,
the non-breaching party shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in no way limit any other remedies which
the parties may have (including, without limitation, the right to seek monetary damages).

9.6.Marketing of Products.    For a period of 12 months from the Closing, Buyer shall comply with the
marketing, detailing and reporting obligations described in the Business Plan, provided that Buyer shall not have any responsibility for noncompliance with the Business Plan to the extent arising from
(i) Seller's breach of any obligations under this Agreement or the Other Agreements or (ii) any Force Majeure Event.

9.7.Takeda Amendment.    Seller shall not amend or permit the amendment or modification of the Takeda Arrangment
in a manner that would adversely affect or otherwise diminish, directly or indirectly, the rights of Buyer pursuant to this Agreement and the Other Agreements.

9.8.Litigation Support.    In the event and for so long as any party actively is contesting or defending against
any proceeding in connection with (i) any transaction contemplated under this Agreement or any other transaction document, or (ii) any fact, situation, circumstance, status, condition,
activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the business, the other Party will reasonably cooperate with the
contesting or defending party and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary
in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefore
under Article 10 below).

9.9.Employment of Select Employees by Buyer.



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9.10. Seller
Entities shall be responsible for (i) the payment of all wages and other remuneration due to Hired Select Employees with respect to their services as
employees of Seller Entities through the close of business on the Closing Date; (ii) the payment of any termination or severance payments and the provision of health plan continuation coverage
in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA; and (iii) any and all other payments to employees required by Law.

ARTICLE 10.        INDEMNIFICATION AND SURVIVAL

10.1.Indemnification by Seller Entities.



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10.2.Indemnification by Buyer.    Buyer agrees to indemnify and hold harmless Seller for all Losses which are
caused by (i) any breach of any of (x) the representations and warranties of Buyer set forth in this Agreement, or (y) the representations, warranties, covenants or agreements of
Buyer under the Supply Agreement, the Quality Assurance Agreement or the License Agreement, (ii) any Buyer Product Liability Claims or (iii) any Assumed Liability.

10.3.Seller Notice of Claims.    Seller shall promptly notify Buyer in writing of all matters which may give rise
to the right to indemnification hereunder. Seller shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 10.3 without Buyer's
prior written consent (which will not be unreasonably withheld). Buyer shall have the right, with the consent of Seller, which shall not be unreasonably withheld, to settle all indemnifiable matters
related to claims by third parties which are susceptible to being settled, and to defend (without the consent of Seller) through counsel of its own choosing, at its own expense, any action which may
be brought by a third party in connection therewith; provided, however, that Seller shall have the right to have its counsel participate fully in such defense at its own expense, and provided, that it
shall be deemed unreasonable to withhold consent if: (i) there is no finding or admission of any violation of Law or any violation of
the rights of any Person, (ii) the sole relief provided is monetary damages that are paid in full by the Buyer, and (iii) Seller shall have no liability with respect to any compromise or
settlement of such matter. Buyer and Seller shall keep each other informed of all settlement negotiations with third parties. Buyer and Seller shall permit each other reasonable access to books and
records and otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third party.

10.4.Survival.    The representations and warranties of Seller contained in Articles 5 and 6 shall survive the
Closing for a period of 18 months at which time they shall expire except for claims previously made in writing with respect to breaches of such representations and warranties; provided, however
that the representations and warranties of Seller contained in Sections 5.1, 5.2 and 5.3 shall survive the Closing without limitation as to time. No claim may be made based upon an alleged breach of
any of such representations or warranties whether for indemnification in respect thereof or otherwise, unless written notice of such claim, in reasonable detail, is given to Buyer or to Seller, as the
case may be, within said period following the Closing.

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10.5.Set-Off.    Buyer shall have the right to set-off all or any part of Losses it has
actually suffered and with respect to which it is entitled to indemnification, subject to the Basket and the Indemnity Cap as well as the survival periods and other limits and conditions applicable to
indemnification herein, pursuant to this Section (in lieu of seeking any indemnification to which it is entitled) from and against any Royalties due to Seller. Buyer shall notify Seller Entities at
any time that Buyer is making a reduction of any such amount in accordance with this Article 10 and provide the Seller Entities with a reasonably detailed summary of the basis for the reduction
as well as reasonable evidence supporting Buyer's rights to indemnification and all other information as Seller shall reasonably request. To the extent Buyer deducts any amount from the Royalties
pursuant to this Section 10.5 for which it is not entitled to be indemnified in accordance with this Agreement, Buyer shall pay such amounts to Seller together with interest at an annual rate
equal to the Prime Rate on the date the Royalty was otherwise due plus 4% upon resolution of any dispute related to Buyer's claim.

10.6.Exclusive Remedy.    The rights and remedies set forth in this Article 10 shall constitute the sole
and exclusive rights and remedies of either party with respect to this Agreement; provided, that nothing contained in this Section shall 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.

10.7.Net Losses and Subrogation.



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ARTICLE 11.        TERMINATION

11.1.Termination of Agreement.    This Agreement may be terminated at any time prior to the Closing Date
(a) with the mutual consent of Buyer and Seller, or (b) by either Buyer or Seller if the other party breaches a representation, warranty, covenant or other obligation hereunder and fails
to cure such breach within five Business Days of receiving notice thereof.

11.2.Termination for Passage of Time.    Either party may terminate this Agreement if the terminating party is not
in breach, upon notice to the other party if each of the conditions set forth in Sections 8.1 and 8.2 shall not have been satisfied or waived on or before May 15, 2005, or such later date as
shall have been agreed to by the parties hereto.

11.3.Continuing Confidentiality.    If this Agreement shall be terminated as herein set forth, the parties agrees
that they will remain obligated under, and will comply with, the provisions of Section 12.3.

11.4.Effect of Termination.    Except as set forth in Section 11.1(a), no termination in accordance
herewith shall limit the rights and remedies of either party hereunder with respect to any willful breach or fraud by the other party of any representation, warranty, covenant or agreement contained
herein. Upon termination, neither party shall have any further liabilities or obligations under this Agreement except in the event of a willful breach, in which case the party in breach shall be
responsible to the other party for all out of pocket fees and expenses paid to professional advisors in connection with this Agreement. The remedy set forth in the preceding sentence shall be the sole
and exclusive monetary remedy of the parties upon termination of this Agreement. Nothing herein shall limit either party's right to injunctive relief, specific performance or other equitable remedy.

ARTICLE 12.        MISCELLANEOUS

12.1.Assignment.    This Agreement shall not be assignable (directly or indirectly by change of ownership,
operation of Law or otherwise) by either party without the written consent of the other party.

12.2.No Press Release Without Consent.    No press release related to this Agreement or the transactions
contemplated herein, or other announcement to the employees, customers or suppliers of Seller will be issued without the joint approval of Seller and Buyer, except any public disclosure which Seller
or Buyer in its good faith judgment believes is required by Law or by the rules of any stock exchange on which its securities are listed (in which case the party making the disclosure will use its
commercially reasonable efforts to consult with the other party prior to making any such disclosure).

12.3.Confidentiality.    Except as required by Law, all information related to the Seller Product Lines shall be
maintained in strict confidence by both parties and their employees, and in the event that this Agreement is terminated, all written materials relating thereto shall be returned to Seller or destroyed
and Buyer shall deliver an officer's certificate to Seller certifying as to such return or destruction. In such event, Buyer and its employees, advisors and agent shall make no further use of such
information whatsoever.

12.4.Expenses.    Each party shall bear its own expenses with respect to the transactions contemplated by this
Agreement;provided,however, that any sales, transfer, use or other Tax (including excise Tax on
inventory) or recording cost incurred upon the sale or transfer of the Purchased Assets or the license of the Licensed Intellectual Property shall be paid by Seller to the applicable Person.

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12.5.Severability.    Each of the provisions contained in this Agreement shall be severable, and the
unenforceability of one shall not affect the enforceability of any others or of the remainder of this Agreement.

12.6.Entire Agreement.    This Agreement may not be amended, supplemented or otherwise modified except by an
instrument in writing signed by all of the parties hereto. This Agreement, the Confidentiality Agreement and the Other Agreements contain the entire agreement of the parties hereto with respect to the
transactions covered hereby, superseding all negotiations, prior discussions and preliminary agreements made prior to the date hereof.

12.7.No Third Party Beneficiaries.    This Agreement is solely for the benefit of the parties hereto and their
respective affiliates and no provision of this Agreement shall be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.

12.8.Waiver.    The failure of any party to enforce any condition or part of this Agreement at any time shall not
be construed as a waiver of that condition or part, nor shall it forfeit any rights to future enforcement thereof.

12.9.Governing Law.    This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of New York without regard to the conflicts of laws provisions thereof.

12.10.Headings.    The headings of the sections and subsections of this Agreement are inserted for convenience
only and shall not be deemed to constitute a part hereof.

12.11.Counterparts.    More than one counterpart of this Agreement may be executed by the parties hereto, and each
fully executed counterpart shall be deemed an original.

12.12.Choice of Forum.    Buyer and Seller agree that any suit, action or proceeding brought by either party
against the other party to this Agreement in connection with or arising out of this Agreement shall be brought solely in the federal and state courts sitting in New York New York. Each party consents
to the jurisdiction and venue of such courts.EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION OF THIS AGREEMENT.

12.13.Further Documents.    Each of Buyer and Seller will, at the request of another party, execute and deliver to
such other party all such further instruments, assignments, assurances and other documents as such other party may reasonably request in connection with the consummation of the transactions
contemplated hereby.

12.14.Notices.    All communications, notices and consents provided for herein shall be in writing and be given in
person or by means of facsimile transmission (with request for assurance of receipt in a manner typical with respect to communications of that type) or by mail, and shall become effective
(i) on delivery if given in person, (ii) on the date of transmission if sent by facsimile, or (iii) four Business Days after being deposited in the United States mails, with
proper postage and documentation, for first-class registered or certified mail, prepaid.

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provided,
however, that if any party shall have designated a different address by notice to the others, then to the last address so designated.

12.15.Schedules.    Items disclosed on any Schedule to the Agreement shall, to the extent reasonably apparent from
the text of such disclosure, be deemed to be disclosed on all other Schedules hereto to which such items could reasonably be expected to apply, and the failure of Seller to list any item on more than
one Schedule shall not give rise to a claim on the part of Buyer. No disclosure on any Schedule hereto shall establish materiality a threshold.

12.16.Construction.    The language in all parts of this Agreement shall be construed, in all cases, according to
its fair meaning. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement.



SIGNATURES
ON FOLLOWING PAGES

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

| |  | ANDRX LABS, LLC                         
| |  | ----------------------------------------
| |  | By:                                     
| |  |                                         
| |  | ANDRX LABORATORIES, INC.                
| |  | By:                                     
| |  |                                         
| |  | ANDRX LABORATORIES (NJ), INC.           
| |  | By:                                     
| |  |                                         
| |  | ANDRX EU LTD                            
| |  | By:                                     
| |  |                                         
| |  | FIRST HORIZON PHARMACEUTICAL CORPORATION
| |  | By:                                     

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