Exhibit 10.3

                        CONFIDENTIAL TREATMENT REQUESTED

       Confidential  Portions of This  Agreement  Which Have Been  Redacted  Are
Marked With Brackets  ([***]).  The Omitted  Material Has Been Filed  Separately
With The Securities And Exchange Commission.

                       MANUFACTURING AND SUPPLY AGREEMENT


THIS  AGREEMENT  made as of October 1, 1999; by and between  SANOFI - SYNTHELABO
INC., a Delaware corporation, having offices at 90 Park Ave, New York, NY 10016,
USA, and PATHEON  INC., a corporation  existing  under the laws of Canada having
its registered office at 2100 Syntex Court, Mississauga, Ontario L5N 7K9.

       IN  CONSIDERATION  of the rights  conferred and the  obligations  assumed
herein, and intending to be legally bound, the parties hereby agree as follows:

1.0    INTERPRETATION

1.1    Definitions.  The  following  terms shall,  unless the context  otherwise
       requires, have the following meanings, respectively:

       "Affiliate"  shall  mean  (i) with  respect  to  Sanofi-Synthelabo  Inc.,
       Sanofi-Synthelabo,  a societe anonyme organized under the laws of France,
       and any successor thereto  ("Sanofi-Synthelabo  France"), and any Persons
       directly or indirectly controlled by Sanofi-Synthelabo France at any time
       during the period for which the  determination  of  affiliation  is being
       made and (ii) with respect to any other Person,  any Persons  directly or
       indirectly controlling,  controlled by, or under common control with such
       other Person at any time during the period for which the determination of
       affiliation  is being made.  For  purposes of this  definition,  the term
       "controlled"  (including the correlative meanings of the term "controlled
       by" and "under common control with"), as used with respect to any Person,
       shall mean the possession, directly or indirectly, of the power to direct
       or cause the  direction  of  management  policies of such Person  whether
       through ownership of voting securities, by contract or otherwise.

       "CFR" shall have the meaning ascribed thereto in Section 4.1.

       "Client" shall mean Sanofi-Synthelabo Inc.

       "Components"  shall mean,  collectively,  all packaging  components,  raw
       materials and ingredients  (including  labels,  product inserts and other
       labeling for the  Products),  required to be used in order to produce the
       Products in accordance with the  Specifications and "Component" means any
       one of the foregoing.


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       "Confidential   Information"   has  the   meaning   given   to  the  term
       "Information" in the Confidentiality  Agreement between the parties dated
       as of September 1, 1998 (the "Confidentiality Agreement").

       "Deficiency Notice" shall have the meaning ascribed thereto in Subsection
       2.6(a).

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

       "Firm Orders" shall have the meaning ascribed thereto in Section 3.2.

       "GMPs" shall have the meaning ascribed thereto in Subsection 2.5(a).

       "Inventory" shall mean all inventories of Components and  work-in-process
       produced or held by Patheon in  connection  with the  manufacture  of the
       Products in accordance with the Specifications.

       "Patheon" shall mean Patheon Inc.

       "Patheon  Manufacturing  Requirements"  shall have the  meaning  ascribed
       thereto in Subsection 2.5(a).

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

       "Products" shall have the meaning ascribed thereto in Section 2.1.

       "Specifications" shall mean, collectively,  (i) the product formulae, raw
       materials    specifications,    manufacturing   process   and   packaging
       specifications  for  the  Products,  (ii)  the  quality  control  testing
       procedures  and  specifications  for the  Products,  and (iii) the Client
       incoming inspection standards,  all of which are set forth in Exhibit A-1
       hereto.

1.2    Annual Quantity. In this Agreement for purposes of calculating the volume
       of product  in a  calendar  year or any other  period  specified  in this
       Agreement,  references to "Products  shipped and  delivered" or "Products
       purchased"   shall  include  Products  ordered  in  conformity  with  the
       provisions  of this  Agreement for delivery  within that  calendar  year,
       whether or not delivered,  unless non-delivery is a result of the actions
       of Client.

1.3    Exhibits. The following exhibits are attached hereto and are incorporated
       in and are deemed to be an integral part of this Agreement:

       Exhibit A     -    Products
       Exhibit A-1   -    Specifications and Facilities
       Exhibit B     -    Price List
       Exhibit C     -    Previous Development Work

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                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

       Exhibit D     -    Stability Testing Procedures/Fee Schedule
       Exhibit E     -    Lot Numbering and Expiration Dates

1.4    Currency.  - All dollar amounts in this Agreement expressed in the lawful
       currency of the United States of America.

2.0    MANUFACTURE AND SUPPLY OF PRODUCTS

2.1    Manufacture.  Patheon shall  manufacture  and sell to Client the products
       listed on Exhibit A hereto (the  "Products")  on a  world-wide  exclusive
       basis at the prices listed on Exhibit B hereto (such prices being subject
       to adjustment in accordance with the terms hereof).  The Products will be
       manufactured  in the  Patheon  facilities  listed in Exhibit  A-1 and any
       change to a  different  manufacturing  facility  shall be approved by the
       Client. Client shall purchase its entire requirement of Products for sale
       in the  United  States  from  Patheon  pursuant  to  the  terms  of  this
       Agreement,  but the  parties  acknowledge  that  Client is not  hereby or
       herein, including the references to volume in this Section 2.1, Article 9
       and Schedule B, giving any guarantee of annual volume of Product.

2.2    Non-Compete.  Patheon will not develop or manufacture  (either for itself
       or for any third party) a prescription  prenatal multivitamin product for
       sale or  distribution in the United States market during the term of this
       Agreement  provided  that the  Client  purchases  from  Patheon a minimum
       annual volume of [***] tablets of the Products  listed on the date hereof
       in Exhibit A.

2.3    Capacity. Patheon represents that it has and will have during the term of
       this  Agreement the capacity to produce a minimum  annual volume of [***]
       tablets of the Products listed on the date hereof in Exhibit A. If at any
       time Client's  production  needs exceed [***]  tablets per month,  Client
       will  promptly  advise  Patheon  of same  and  Patheon  will use its best
       efforts to meet Client's volume requirement.

2.4    Packaging.  Patheon  shall  package the  Products  with  labels,  product
       inserts and other labeling as specified in Exhibit A-1. 1t is agreed that
       the product  Prenate Advance listed on Exhibit A at the date hereof is to
       be  supplied  in  bulk  without  packaging.   Client  may,  in  its  sole
       discretion,  make changes to labels,  product  inserts and other labeling
       for the  Products,  which  changes  shall be  submitted  by Client to all
       applicable  governmental agencies and other third parties responsible for
       the  approval of the  Products,  if  required.  Patheon's  name shall not
       appeal on the label nor anywhere else on the Products  unless required by
       a governmental authority or applicable laws or regulations.

2.5    Quality Control and Assurance.

       (a)    Patheon shall manufacture,  package, test and ship the Products in
              accordance with (i) all applicable laws and regulations, including
              but not limited to, the U.S.  Federal Food,  Drug and Cosmetic Act
              and the regulations  promulgated  thereunder (such as current Good
              Manufacturing  Practices  ("GMPs"),  as amended and in effect from

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<PAGE>

              time   to   time,   and   (ii)   the   Specifications.   Patheon's
              responsibilities  and  obligations   described  in  the  foregoing
              sentence are hereinafter referred to as the "Patheon Manufacturing
              Requirements".

       (b)    Patheon shall perform such quality  control and quality  assurance
              testing as is required to ensure that the Products comply with all
              of the Patheon Manufacturing Requirements.

       (c)    If  the  Products  as  manufactured  by  Patheon  do  not  satisfy
              Patheon's  quality  control and quality  assurance  testing due to
              Patheon's  failure to produce the Products in accordance  with the
              Patheon  Manufacturing  Requirements,  Patheon shall,  at its sole
              cost and expense,  manufacture additional Products to replace such
              defective Products.  In such  circumstances,  Client shall have no
              obligation to purchase or pay for any rejected Products.

       (d)    The parties  hereto agree that Patheon shall not be liable or have
              any  responsibility  for any deficiencies in, or other liabilities
              associated with, the formulae and procedures  specified by Client,
              the  safety,  efficacy  or  marketability  of the  Products or any
              distribution risk.

       (e)    Each time  Patheon  ships  Products  to Client,  it shall  provide
              Client with a  certificate  of  analysis  that sets out the actual
              test results for each lot of Products and which certifies that the
              Products  shipped  to Client  have  been  evaluated  by  Patheon's
              Quality Control/Quality Assurance department and that the Products
              comply with the Patheon Manufacturing Requirements.  Patheon shall
              not under  any  circumstances  ship  Non-Conforming  Products  (as
              defined in Section 2.6(a)) to Client.

2.6    Rejection of Products.

     (a)  Client  shall  inspect the  Products  manufactured  by Patheon  within
          thirty (30) business days after receipt thereof and shall give Patheon
          written notice (a "Deficiency  Notice") of all claims for (i) Products
          which do not conform to the Patheon Manufacturing  Requirements or the
          tests results as shown on the  Certificate  of Analysis (such Products
          being  referred  to  herein  as  "Non-Conforming  Products"),  or (ii)
          shortages in the amount of delivered  products,  in each case prior to
          the  expiry  of such  thirty  (30) day  period.  Except  as set out in
          Sections 4.2 and 4.3 below,  Patheon  shall have no liability  for any
          deviations  or shortages  for which it has not received  notice within
          such  thirty  (30) day  period.  Client  shall  return,  at  Patheon's
          expense,  any  Non-Conforming  Product.  Cost and  method of  returned
          Non-Conforming Product disposal shall be Patheon's responsibility.

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<PAGE>

       (b)    Upon  receipt of a  Deficiency  Notice  relating  to claims  under
              2.6(a)(i)  above,  Patheon  shall have 10 business  days to notify
              Client  in  writing  as to  whether  it  agrees  that the  subject
              Products are Non-Conforming  Products.  If Client and Patheon fail
              to agree within 10 business days after Patheon's  notice to Client
              as to whether any Products identified in the Deficiency Notice are
              Non-Conforming  Products,  the parties shall mutually determine an
              independent  laboratory  to  evaluate  whether  the  Products  are
              Non-Conforming  Products.  If such  evaluation  certifies that any
              Products  are  Non-Conforming  Products,  Client  may  have  those
              Products replaced in the manner contemplated by Subsection 2.6(d).

       (c)    Claims for shortages set out in a Deficiency  Notice  delivered to
              Patheon  pursuant to Subsection  2.6(a)(ii) shall be dealt with in
              accordance with normal commercial practices.

       (d)    All  fees  and  disbursements  incurred  in  connection  with  the
              independent  determination  by  the  laboratory  as  described  in
              Section 2.6(b) above shall be borne by the party which  determined
              incorrectly   that  the   relevant   Product  was  or  was  not  a
              Non-Conforming Product. Within 15 days of the determination by the
              independent  laboratory  that  the  product  is  a  Non-Conforming
              Product,   Patheon  shall  replace  such  returned  Non-Conforming
              Product  at  its  expense  or if  it  is  unable  to  make  prompt
              replacement,  shall either credit  Client's  account or refund any
              payment  made  on the  rejected  Product,  depending  on  Client's
              account balance.

2.7    Stability  Testing.  Patheon  shall  conduct  stability  testing  on  the
       Products  as  required  by GMPs  and in  accordance  with  the  protocols
       approved  by Client,  the  particulars  of which form part of the annexed
       Exhibit D, and in accordance with the fee schedule attached as Exhibit D.
       Patheon  shall not make any changes to these testing  procedures  without
       prior written approval from Client. In the event that any lot of Products
       fails stability  testing,  Patheon and Client shall jointly determine the
       proceedings  and methods to be  undertaken to  investigate  the causes of
       such  failure,  including  which  party  shall  bear  the  cost  of  such
       investigation. Patheon will provide any and all data and results relating
       to the  stability  testing  upon  request by  Client.  From time to time,
       Patheon shall, at the request of Client,  also provide  stability testing
       services with respect to products not  manufactured by Patheon,  the cost
       of such  services  to be  agreed to  between  the  parties  prior to such
       services being undertaken.

3.0    ORDERS, DELIVERY, INVOICING AND PAYMENT

3.1    Yearly Forecast. On the execution of this Agreement, Client shall provide
       Patheon with a forecast of the volume of each Product required during the
       first year of this Agreement.

3.2    Orders/Forecasts.  During the term of this Agreement,  Client shall, on a
       monthly  basis,  submit to Patheon a twelve (12) month  rolling  forecast
       that sets forth the total quantity of product that the Client has ordered
       and expects to order from  Patheon  within the twelve (12) month  period.


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                                       [***] -  CONFIDENTIAL TREATMENT REQUESTED

       The first three (3) months of such  forecast  are to be  considered  firm
       orders (the "Firm Orders"). Firm Orders will be accompanied by a purchase
       order.  Each  forecast  will be  provided  to  Patheon  no later than the
       fifteenth (15th) of each month.

3.3    Written  Orders.  The  Firm  Orders  submitted  to  Patheon  pursuant  to
       Subsection 3.2 shall specify Client's  purchase order number,  quantities
       by  Product  type,  monthly  delivery  schedule  and any  other  elements
       necessary to ensure the timely  production  and delivery of the Products.
       The quantities of Products  ordered in such Firm Orders shall be firm and
       binding on Client and shall not be subject to  reduction.  Patheon  shall
       provide  written  confirmation  of receipt  of Firm  Orders to the Client
       within ten (10) calendar days of receipt thereof.

3.4    Reliance by Patheon.  Client agrees that purchases may be made by Patheon
       of the Components to satisfy the production  requirements for Firm Orders
       and  may  make  such  other  purchases  to meet  production  requirements
       exceeding  Firm Order  requirements  as may be agreed to in writing  from
       time  to time by  Client  and  Patheon.  In such  circumstances,  if such
       Components  are not  included in finished  Products  purchased  by Client
       within six months  after such  purchases  have been made (or such  longer
       period as the parties may have agreed to), Client will pay to Patheon its
       costs thereof and, in the event such  Components  are  incorporated  into
       Products subsequently purchased by Client, Client will receive credit for
       any of such costs previously paid to Patheon by Client.

3.5    Minimum Orders.  The Products to be manufactured  and packaged by Patheon
       may only be ordered in the following  minimum order run quantities  [***]
       of [***] tablets per batch.

3.6  Late  Shipments.  Patheon  agrees  that  time  is of the  essence  of  this
     Agreement.  If  Patheon  becomes  aware  that it will not meet a  scheduled
     delivery date,  Patheon will promptly  communicate  this to Client.  In the
     event of  repeated  late  deliveries,  Patheon  and  Client  shall  meet to
     determine a mutually  satisfactory  solution to this problem. If after such
     meetings, there are continued late deliveries,  Client shall be entitled to
     treat same as a material  breach of this  Agreement  and the  provisions of
     Section 5.3(a) hereof shall apply and the time period  specified in Section
     5.3(a) shall commence.

3.7    Termination.  If this  Agreement  expires or is terminated in whole or in
       part  for any  reason  other  than a  default  by  Patheon  as set out in
       subsection 5.3(a) or (b), Client shall (in addition to any other remedies
       Patheon may have in the event of default by Client):

       (a)    purchase,  at Patheon's  cost,  the  Inventory  applicable  to the
              Products which were  purchased,  produced or maintained by Patheon
              in  contemplation  of filling Firm Orders,  or in accordance  with
              Section 3.4, prior to notice of termination being given;

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<PAGE>

       (b)    purchase all undelivered  Products which were manufactured  and/or
              packaged  pursuant to a Firm Order,  at the price in effect at the
              time the order was placed; and

       (c)    satisfy the purchase  price payable  pursuant to Patheon's  orders
              with  suppliers of  Components  provided  such orders were made by
              Patheon in reliance on Firm Orders.

       If this  Agreement  is  terminated  as a result of a default by  Patheon,
       Client shall have the option to purchase such of the items referred to in
       (a), (b) and (c) above if it determines in its absolute  discretion  that
       the items can be used by it.

3.8    Specifications.  All Components  shall be purchased and tested by Patheon
       at  Patheon's   expense  in   accordance   with   Patheon   Manufacturing
       Requirements.   Patheon  will  not  change  the  Specifications  used  to
       manufacture,  test,  package  and ship the  Products  without the written
       consent of Client.  Amendments to Specifications requested by Client will
       only be  implemented  following a technical  and cost review,  subject to
       Client and Patheon reaching agreement as to price revisions  necessitated
       by any such amendment in accordance with Section 3.9 below.

3.9    Change in Specifications.

       (a)    If Client  requests  a change in the  Specifications  which  would
              result  in  an  increase  or  decrease  in  Patheon's   costs  for
              Components or would cause Patheon to incur other costs as a result
              of the change in Specifications,  the parties shall discuss,  each
              acting reasonably and based on satisfactory documentation provided
              by Patheon indicating the cause of the price change,  what impact,
              if any,  such change  should have on the price of the Products and
              payment  to  Patheon  of the  related  costs.  If  Client,  acting
              reasonably,  accepts a proposed price change,  the proposed change
              in the Specifications  shall be implemented,  and the price change
              shall  become  effective  only  with  respect  to those  orders of
              Products  which are  manufactured  in accordance  with the revised
              Specifications.

       (b)    Notwithstanding  any change in the  Specifications  implemented in
              accordance with the terms of (a) above,  Client agrees to purchase
              all  Products   manufactured  by  Patheon  based  upon  any  "old"
              Specifications  at the then-current  price for those Products.  In
              addition,  Client  agrees to  purchase,  at  Patheon's  cost,  all
              Inventory,  utilized under the "old"  Specifications and purchased
              or maintained  by Patheon in order to fill Firm written  Orders to
              the extent that such inventory can no longer be utilized under the
              revised  Specifications.  Open purchase  orders for  Components no
              longer required under any revised Specifications which were placed
              by  Patheon  with  suppliers  in order to fill  Firm  Orders or in
              accordance with Section 3.4 shall be cancelled where possible, and
              where such orders are not subject to cancellation without penalty,
              shall be assigned to and satisfied by Client.

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       (c)    If a change in  Specifications  must be made by Client solely as a
              result of Patheon's  acts or  omissions,  the parties will meet to
              determine  who will bear any costs arising from such change in the
              Specifications.

3.10   Shipments.  Patheon  shall ship and  deliver the  Products  at  Patheon's
       premises  at 2100  Syntex  Court,  Mississauga,  Ontario  to such  Client
       locations as requested  by Client and at Client's  expense.  Client shall
       select the freight  carrier  used by Patheon to ship the Products and may
       monitor  Patheon's  shipping/freight  practices  as they  pertain to this
       Agreement.  Risk of loss and title shall pass to Client upon  delivery by
       Patheon to the freight carrier selected by Client at Patheon's  premises.
       For greater  certainty,  Patheon agrees that it will be  responsible  for
       preparation,  at Client's expense, of all shipping  documents,  including
       customs formalities for export of the Products.

3.1l   Invoices and Payment.  Except as  otherwise  provided in this  Agreement,
       Patheon shall charge  Client for only those  Products that are shipped to
       Client and shall submit to Client,  with each  shipment of  Products,  an
       invoice  covering such shipment.  Each such invoice shall,  to the extent
       applicable,  identify the Client purchase order number,  Product numbers,
       names and quantities, unit price, freight charges and the total amount to
       be remitted by Client.  Client shall pay all such invoices  within thirty
       (30) days of the receipt thereof.

3.12   Lot  Numbering/Expiration  Dates. Patheon shall make arrangements for and
       implement the imprinting of lot numbers,  expiration dates,  retest dates
       or  "package-by"  dates,  as  applicable,  on each  Product  container as
       required  by GMPs for each  Product  shipped.  Such lot numbers and dates
       shall be affixed on the Products  and/or on the  shipping  carton of each
       product  as is  required  by GMPs.  The system  used by  Patheon  for lot
       numbering and expiration dates is detailed on Exhibit E hereto.

4.0    CO-OPERATION

4.1    Records and  Accounting  by Patheon.  Patheon  shall keep  records of the
       manufacture,  testing and shipping of the Products, and retain samples of
       such Products in order to comply with applicable  regulations,  including
       the requirements of the United States Code of Federal Regulations ("CFR")
       as well as to assist with resolving product  complaints and other similar
       investigations.  Copies  of  such  records  and  samples  shall  be  made
       available to Client upon its request and shall be retained by Patheon and
       be available to Client for a period of one (1) year after the  expiration
       dates of the packaged batch, or longer if required by law,  including the
       CFR.

4.2    Product Recalls.

       (a)    Patheon and Client shall each maintain records as may be necessary
              to  permit  a recall  or a field  correction  of any the  Products
              delivered to Client or customers of Client,  effected  voluntarily
              or under a threat of, or a directive by, any governmental  agency.
              Each party shall give notice  within 24 hours by telephone  (to be
              confirmed in writing) to the  Director of Quality  Control/Quality

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              Assurance  of the other  party upon  discovery  that any  Products
              should be recalled or corrected, or may be required to be recalled
              or corrected,  and,  each party upon  receiving any such notice or
              upon any such  discovery,  shall  cease and  desist  from  further
              shipments of such Products in  its  possession  or control until a
              decision has been made  whether a recall or some other  corrective
              action is necessary.  The decision to initiate a recall or to take
              some  other  corrective   action,   if  any,  shall  be  made  and
              implemented  by Client.  Patheon  will  co-operate  as  reasonably
              required  by  Client,  having  regard to all  applicable  laws and
              regulations.  Each  party  shall  co-operate  with  the  other  in
              developing any necessary recall plan, and the manner and extent of
              such  plan  shall  be  subject   to  prior   consultation,   which
              consultation shall not unreasonably delay such plan.

     (b)  To the extent that a recall results from, or arises out of, any breach
          by Patheon of the  Patheon  Manufacturing  Requirements  then (i) such
          recall and all reasonable expenses associated with the recall shall be
          made at  Patheon's  cost and expense,  and (ii) Patheon  shall use its
          best efforts to replace the recalled Products with new Products within
          sixty (60) days from the date that Client  notifies  Patheon about the
          recalled Products.  In the event that (i) Patheon is unable to replace
          the recalled  Products within this sixty (60) day period (except where
          such inability  results from a failure to receive the required  Active
          Materials),  or (ii) such new Products  are also  recalled or returned
          due to a breach by Patheon of the Patheon Manufacturing  Requirements,
          then Client may request  Patheon to reimburse  Client for the purchase
          price that Client paid Patheon for the affected Products. In all other
          circumstances, recalls shall be made at Client's cost and expense.

4.3    Product  Returns.  Client  shall  have the  responsibility  for  handling
       customer returns of the Products.  Patheon shall provide Client with such
       assistance as Client may reasonably  need to handle such returns.  To the
       extent that such  return  results  from,  or arises out of, any breach by
       Patheon of the Patheon Manufacturing Requirements,  Patheon shall use all
       reasonable  best  efforts  to  replace  the  returned  Products  with new
       Products  within  sixty  (60)  days from the date  that  Client  notifies
       Patheon about the returned Products or sooner if reasonably possible.  In
       the event that (i)  Patheon is unable to replace  the  returned  Products
       within  this  sixty (60) day  period or (ii) such new  Products  are also
       returned or recalled due to a breach by Patheon,  then Client may request
       Patheon to reimburse  Client the purchase  price that Client paid Patheon
       for the affected Products.  In all other circumstances,  customer returns
       shall be made at Client's cost and expense.

4.4    Audits.

       (a)    During the term of this Agreement, Client shall have the right, at
              Client's sole cost and expense,  during normal  business hours and
              upon  reasonable  request and notice,  to inspect the  facilities,
              sanitation procedures and equipment used to manufacture,  test and
              package the Products,  provided,  however,  that there shall be no
              undue interference by Client's representatives with the operations
              at Patheon's facilities.

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       (b)    Client  shall have the  right,  upon  prior  reasonable  notice to
              Patheon and during normal business hours, to examine all technical
              records related to the Products (or to examine any portions of any
              technical  records  related to the  Products,  as the case may be)
              kept by Patheon and to request and receive  reasonable  samples of
              raw materials, packaging materials and finished Products.

       (c)    During the term of this  Agreement,  Patheon shall promptly notify
              Client of any inspections by the FDA, or any other federal, state,
              local or foreign  government  agency,  of the facilities where the
              Products are manufactured and packaged and shall thereupon furnish
              Client with copies of all reports,  analyses  and other  documents
              (including  responses  to the FDA)  relating  to such  inspections
              where the  inspections  involve or may involve the  Products,  the
              Components of the Products,  the  manufacture of the Products,  or
              the  premises  used to  process  and  ship the  Products.  If such
              inspections  are  scheduled  or  conducted  with  advance  notice,
              Patheon  shall  so  advise  Client  and  unless  there  is a legal
              prohibition  against  doing so, Client shall have the option to be
              present during the inspections.  Duplicate samples of the Products
              given to government  agencies and  duplicates  of the  photographs
              taken  during the  inspection  shall be  provided  to Client.  Any
              Patheon correspondence  relating to the Products shall be approved
              by Client prior to submission to any government agency.

       (d)    During  the  term of  this  Agreement,  each  party  shall  report
              promptly to the other any  significant  information it may receive
              concerning  any defects,  adverse  reactions and  unexpected  side
              effects, if reasonably believed to be related to the Products.

       (e)    Patheon shall support the annual reporting  requirements of Client
              under the CFR by providing Client with updated  stability data for
              its ongoing studies for the Products.

4.5    Customer   Questions   and   Complaints.   Client  shall  have  the  sole
       responsibility  for  responding to questions and  complaints  from Client
       customers.  Questions  or  complaints  received  by Patheon  from  Client
       customers shall be promptly  referred to Client.  Patheon shall cooperate
       as  required  to allow  Client to  resolve  any  customer  questions  and
       complaints.   Such  assistance  shall  include  follow-up  investigations
       including  testing.  In  addition,  within ten (10) days from the date of
       request,  or sooner if reasonably  possible  Patheon shall provide Client
       with all  necessary  information  that  will  enable  Client  to  respond
       properly to questions or complaints  relating to the Products.  Unless it
       is determined  that the cause of any customer  complaint  resulted from a
       breach  by  Patheon  of the  Patheon  Manufacturing  Requirements  or its
       representations  in Section 6.2 hereof,  all costs incurred in respect of
       this Section 4.5 shall be borne by Client.

                                       10
<PAGE>

5.0    TERM, RENEWAL AND TERMINATION

5.1    Term. This Agreement shall become  effective when it has been executed by
       duly authorized  representatives  of both parties hereto.  Subject to any
       extension  pursuant to Section 5.2, this Agreement  shall expire five (5)
       years from the date hereof,  unless  terminated  by one of the parties as
       provided herein.

5.2    Extension.  This  Agreement  shall  continue  after the initial  term for
       successive  terms of one year each  unless  either  party  gives  written
       notice to the other party of its intention to terminate this Agreement at
       least  three  hundred and  sixty-five  (365) days prior to the end of the
       then current term.

5.3    Termination.

       (a)    Upon failure of either party to remedy its material  breach of any
              of  the  obligations  or  provisions  of  this  Agreement   within
              forty-five  (45) days following  receipt of written notice of said
              breach, the aggrieved party shall have the right to terminate this
              Agreement immediately by written notice.

       (b)    Either  party at its sole option may  immediately  terminate  this
              Agreement upon written  notice,  but without prior advance notice,
              to the  other  party  in the  event  that (i) the  other  party is
              declared   insolvent   or  bankrupt   by  a  court  of   competent
              jurisdiction;  (ii) a voluntary petition of bankruptcy is filed in
              any court of competent  jurisdiction by such other party; or (iii)
              this  Agreement is assigned by such other party for the benefit of
              creditors.

       (c)    Client may terminate this Agreement as to any Products upon thirty
              (30)  days'  written  notice  in the event  that any  governmental
              agency takes any action,  or raises any  objection,  that prevents
              Client  from  importing,  exporting,  purchasing  or selling  such
              Products.

       (d)    Any  termination or expiration of this Agreement  shall not affect
              any  outstanding  obligations  or payments due hereunder  prior to
              such  termination or expiration,  nor shall it prejudice any other
              remedies that the parties may have under this Agreement.

6.0    REPRESENTATIONS AND WARRANTIES

6.1    Authority.  Each party represents and warrants that it has the full right
       and authority to enter into this  Agreement,  and that it is not aware of
       any impediment  that would inhibit its ability to perform its obligations
       hereunder.

                                       11
<PAGE>

6.2    Patheon. Patheon represents and warrants that:

       (i)    the  work  it  performs  hereunder  will  be  in  accordance  with
              Subsections 2.5(a) and (b);

       (ii)   the Products  supplied to Client and the packaging and testing for
              the   Products   will  comply  in  all   respects   with   Patheon
              Manufacturing Requirements;

       (iii)  upon delivery,  the Products will be free and clear from all liens
              and  encumbrances,  other than liens and  encumbrances  that are a
              result of actions taken by Client;

       (iv)   the Products will be manufactured at an FDA approved  facility and
              in compliance with applicable regulatory requirements;

       (v)    the manufacture of the Products or any component  thereof will not
              as a  result  solely  of the  acts  or  omissions  of  Patheon  or
              Patheon's  agents,   representatives  or  independent  contractors
              infringe any valid rights of third parties; and

       (vi)   Products  delivered to Client under this  Agreement  shall not, at
              the time of delivery,  be  adulterated  or  misbranded  within the
              meaning of the Federal Food, Drug and Cosmetic Act, as amended, or
              within the meaning of any  applicable  law in which the definition
              of adulteration and misbranding is substantially  the same as that
              contained in the Federal Food,  Drug and Cosmetic Act, as such act
              and such laws are effective at the time of delivery.

6.3    Client. Client represents and warrants that:

       (i)    the  Specifications  for each of the  Products are its property or
              are  licensed  to it and that  Client may  lawfully  disclose  the
              Specifications to Patheon;

       (ii)   any trademarks utilized in connection with any of the Products are
              its  property or are  licensed  to it and may be lawfully  used as
              directed by Client;

       (iii)  the Specifications for all Products conform to all applicable laws
              and regulations; and

       (iv)   the Products if labelled and  formulated  in  accordance  with the
              Specifications  will not infringe the valid intellectual  property
              rights of any third party.

                                       12
<PAGE>

       (v)    the  Specifications  will  not  in  and of  themselves  result  in
              production of Products  which are unfit for human  consumption  or
              adulterated  or  misbranded  within the meaning of any  applicable
              law.

7.0    INDEMNITY

7.1    Patheon.  Patheon agrees to defend,  indemnify and hold harmless  Client,
       its Affiliates, officers, directors, employees and agents against any and
       all losses, damages,  costs, claims, demands,  judgments and liability of
       any  kind  (including  attorneys'  fees)  (collectively,   "Liabilities")
       arising  out  of  or  attributable   to  (i)  Patheon's   breach  of  its
       representations  or warranties  under this Agreement or its obligation to
       manufacture,  package,  test and ship  products  in  accordance  with the
       Patheon Manufacturing Requirements, or (ii) any negligent or wrongful act
       or  omission  on  the  part  of  Patheon,   its   employees,   agents  or
       representatives  except,  in each  case,  to the  extent  that  any  such
       Liabilities are due to the negligence or wrongful  act(s) of Client,  its
       Affiliates, officers, directors, employees or agents.

7.2    Client. Client agrees to defend, indemnify and hold harmless Patheon, its
       Affiliates, officers, directors, employees and agents against any and all
       Liabilities arising out of or attributable to, (i) Client's breach of its
       representations or warranties under this Agreement, or (ii) any negligent
       or  wrongful  act or  omission  on the part of  Client,  its  Affiliates,
       officers, directors, employees, agents or representatives except, in each
       case, to the extent that any such  Liabilities  are due to the negligence
       or wrongful  act(s) of Patheon,  its  officers,  directors,  employees or
       agents.

7.3    Consequential Damages. A party shall not be liable to the other party for
       that other  party's  consequential  damages,  but for  greater  certainty
       nothing in this  Section 7.3 shall limit the  liability  of a party under
       its  indemnity of the other party in this Article 7 in respect of damages
       suffered  by the other  party which  include  consequential  damages of a
       third party.

8.0    CONFIDENTIALITY

8.1    During and in furtherance of this  Agreement,  each of the parties hereto
       may disclose certain of its Confidential  Information to the other party.
       The  parties  agree that for the term of this  Agreement  (including  any
       renewals)  and for a period of five years after the  termination  of this
       Agreement, such Confidential Information shall be subject to the terms of
       the  Confidentiality  Agreement,  which terms (except section 16 thereof)
       are incorporated herein by reference.

9.0    PRICE

9.1    Price.  The prices for the  Products  listed in Exhibit B are intended by
       the parties to be guaranteed  prices until December 31, 2000,  subject to
       the amendments to such prices provided for in Section 9.2. The prices for
       any Products delivered pursuant to the terms of this Agreement during any
       period following December 31, 2000 shall be determined in accordance with
       Section 9.3.

                                       13
<PAGE>

                                      [***] -  CONFIDENTIAL  TREATMENT REQUESTED

9.2    Purchase  Price  Variances.  The  prices  set out in  Exhibit  B shall be
       subject to adjustment in accordance with the following:

       (a)    If at any time and from time to time, Patheon  determines,  acting
              reasonably  and based on the  forecasts  and Firm Orders  received
              from  Client,  that the  total  annual  projected  volume  for the
              current year relating to a specific  Product will  constitute less
              than  [***]  tablets  ([***]  tablets  in the  year  2000) of that
              Product,   Patheon  shall  be  entitled  to  and  may  request  an
              adjustment  to the price of that Product to reflect the  increased
              Component costs that Patheon will incur as a result of the reduced
              volumes. In connection with such request; Patheon shall deliver to
              Client a  revised  Exhibit B setting  out the  adjusted  Component
              costs that will be incurred based on the then anticipated  volumes
              for the relevant Product. Upon delivery of such a request, each of
              Client and Patheon shall  forthwith use all reasonable  efforts to
              agree on a revised  price for the relevant  Product that  reflects
              the increased Component costs being incurred by Patheon and Client
              shall act in good faith and pay to Patheon the difference  between
              the revised price and the price charged for Products shipped prior
              to the price change;

       (b)    If  at  any  time,   extraordinary  market  conditions  result  in
              Patheon's  cost of Components  being greater or lesser than normal
              forecasted  increases or  decreases,  Patheon shall be entitled to
              and may request an adjustment to the price of any affected Product
              to reflect such increased or decreased  Component  costs.  For the
              purposes of this Subsection 9.2(b), changes greater or lesser than
              normal  forecasted  increases or decreases  shall be considered to
              have  occurred if (i) the cost of a Component is more or less than
              ten per cent  (10%) of the cost at the date  hereof of  Components
              listed in Exhibit B or (ii) the aggregate  cost for all Components
              required to  manufacture  a Product is more or less than 5% of the
              costs at the date hereof for the  Component  set out in Exhibit B.
              To  the  extent  Product  prices  have  been  previously  adjusted
              pursuant  to this  Subsection  9.2(b) to  reflect an  increase  or
              decrease in the cost of one or more  Components,  the  adjustments
              provided  for in (i) and (ii)  above  shall  operate  based on the
              costs attributed to such Component (or Components) at the time the
              last of such  adjustments  were made. In  connection  with a price
              adjustment  request  pursuant to this Subsection  9.2(b),  Patheon
              shall  deliver  to  Client a revised  Exhibit  B  setting  out the
              Components,  their  respective  costs at the date  hereof  and the
              adjusted  Component costs that will be incurred as a result of the
              greater or lessor than normal forecasted  increases  together with
              evidence  of  the  cost  change   satisfactory  to  Client  acting
              reasonably.  Upon  delivery of such a request,  each of Client and
              Patheon shall  forthwith use all reasonable  efforts to agree on a
              revised price for each affected  Product that reflects the changed
              Component costs being incurred by Patheon.

                                       14
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

9.3    Pricing  after  December  31.  2000.  Costing for January 1, 2001 through
       December 31, 2001 will be  negotiated no later than August 31, 2000 based
       on  annual  forecasts  provided  by Sanofi  no later  than July 1,  2000.
       Patheon  acknowledges  Sanofi's  target  price is US $[***] per  thousand
       tablets plus the relevant  inflation  factor assuming a minimum volume of
       [***] tablets  purchased  during 2001.  Patheon also agrees that Sanofi's
       maximum  price is US  $[***]  per  thousand  tablets  plus  the  relevant
       inflation  factor based on [***] tablets annual volume and subject to the
       other terms and conditions of this Agreement. The prices for each Product
       during each  additional  year  subsequent  to December 31, 2001 that this
       Agreement  remains in force shall be agreed to between the parties  prior
       to the  commencement  of each such year.  In such  circumstances,  Client
       shall provide  Patheon with the yearly volume  forecasts  contemplated by
       Section 3.2 at least one hundred and twenty (120) days prior to the first
       day of each such additional  year.  Based on those  projections,  Patheon
       will  deliver to Client,  no later than sixty (60) days after  receipt of
       such  yearly  forecast,  a  revised  Exhibit B and such  other  budgetary
       pricing  information  as it deems  necessary  to  allow  the  parties  to
       effectively  settle all prices for the  relevant  year.  Thereafter,  the
       parties  shall  use all  reasonable  efforts  to come to  agreement  with
       respect to the  applicable  price for each  Product  during the  relevant
       year,  based on the  anticipated  changes in Product  volumes,  Component
       costs and other  relevant  market  conditions.  Such revised prices shall
       become  effective as of the first day of the subject  year.  The relevant
       inflation  factor is the Consumer Price Index for All Urban  Consumers as
       published by the Bureau of Labor  Statistics  of the U.S.  Department  of
       Labour, for the most recent 12 month period.

9.4    Tooling Costs.  Sanofi shall reimburse  Patheon promptly upon request for
       any costs related to tablet press tooling and printing press change parts
       specific to the Prenate logo required for the production of the Products.
       These  charges  are to be  approved by Sanofi  prior to  incurring  these
       costs.

9.5    Rebate. If Patheon does not during the term of this Agreement  purchase a
       high speed double sided tablet printing  machine for use in producing the
       Products, Patheon shall rebate to Client the US$40,000 discount described
       in Patheon's  letter to Client dated December 9, 1998 related to the cost
       of the analytical method validation work for this project, which discount
       Client waived to support the printer acquisition.

10.0   MISCELLANEOUS

10.1   Product  Discontinuation.  During  the  term  of  this  Agreement  or any
       extension, Client shall provide at least six (6) months advance notice if
       it intends to no longer  order a Product  due to its  discontinuance.  In
       such event, Client shall have the right to terminate this Agreement as it
       relates to the discontinued Product and shall, subject to 5.3(d), have no
       further liability hereunder in respect of such discontinued Product.

                                       15
<PAGE>

10.2   Compliance  with Laws.  Each party,  in connection  with its  performance
       under this  Agreement,  shall  comply with all  applicable  laws,  rules,
       regulations,  and orders  including  maintaining  all insurance  coverage
       required by state, federal, provincial or other applicable laws.

10.3   Permits.  Patheon  shall,  at its own  expense,  obtain and  maintain the
       necessary  permits  required  for the  manufacture,  packaging,  testing,
       export and supply of the  Products,  provided  that Patheon  shall not be
       responsible for obtaining or maintaining any permits or other  regulatory
       approvals in respect of the Products or the  Specifications,  which shall
       be the sole responsibility of Client.

10.4   Trademark.  Client and Patheon hereby acknowledge that neither party has,
       nor shall it acquire, any interest in any of the other party's trademarks
       or trade names  unless  otherwise  expressly  agreed to in  writing.  The
       parties  agree not to use any trademark or trade name of the other party,
       except as specifically authorized by the other party.

10.5   Reports.  Patheon will on an annual basis supply product data,  including
       release test results,  complaint  test results,  all  investigations  (in
       manufacturing,   testing  and  storage),   and  the  like,  which  Client
       reasonably requires in order to complete the Annual Product Review report
       that is required to be filed by Client with the FDA.

10.6   Insurance.  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  $2,000,000 for each occurrence for bodily injury
       liability, personal injury liability, products liability, property damage
       liability, contractual liability and completed operations liability. 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.

10.7   Independent  Contractors.  The parties shall be deemed to be  independent
       contractors,  and this Agreement shall not be construed to create between
       Pathcon  and  Client  any other  relationship  such as, by way of example
       only,  that  of  employer-employee,   principal  agent,   joint-venturer,
       co-partners  or any  similar  relationship,  the  existence  of  which is
       expressly denied by the parties hereto.

                                       16
<PAGE>

10.8   No Waiver.  Either  party's  failure to require the other party to comply
       with any provision of this Agreement shall not be deemed a waiver of such
       provision or any other provision of this Agreement.

10.9   Assignment. Patheon may not assign this Agreement or any of its rights or
       obligations  hereunder  except with the written  consent of Client,  such
       consent not to be unreasonably withheld. Client may assign this Agreement
       or any of its  rights or  obligations  hereunder  without  approval  from
       Patheon  provided  that the  proposed  assignee is  credit-worthy  in the
       opinion of Patheon  acting  reasonably,  Client shall give prior  written
       notice of any  assignment to Patheon and any assignee  shall  covenant in
       writing  with  Patheon (and Patheon  shall be  reasonable  in  connection
       therewith)  to be bound by the terms of this  Agreement.  Notwithstanding
       the foregoing  provisions  of this Section 10.9,  either party may assign
       this  Agreement  to any of its  affiliates  or to a  successor  to all or
       substantially  all of its  business  and,  in the case of Client,  all or
       substantially all of the business related to the Products covered by this
       Agreement,  provided that the proposed  assignee is  credit-worthy in the
       opinion  of the  non-assigning  party  acting  reasonably  and that  such
       assignee  executes  an  agreement  with the  non-assigning  party  hereto
       whereby it agrees to be bound hereunder.

10.10  Force  Majeure.  Neither party shall be liable for the failure to perform
       its  obligations  under this Agreement if such failure is occasioned by a
       contingency beyond such party's reasonable  control,  including,  but not
       limited to, strikes or other labour disturbances,  lockouts, riots, wars,
       fires,  floods or storms. A party claiming a right to excused performance
       under this  Section  10.10  shall  immediately  notify the other party in
       writing of the extent of its  inability  to perform,  which  notice shall
       specify the occurrence  beyond its reasonable  control that prevents such
       performance. Such other party shall have the right to receive alternative
       arrangements  during the period of the force majeure and, after 3 months,
       shall have the right to terminate this Agreement.

10.11  Development Work.

       (a)    Subject to the terms set out in this Section 10.11,  Patheon shall
              perform  certain  research  and  development  work  related to the
              Products  listed  at the date  hereof  on  Exhibit  A or any other
              Prenate line of products on an exclusive  basis for Client or such
              other  products  as Client  shall from time to time  require  (the
              "Development   Work").   The  Development  Work  may  include  the
              following:

              (i)    process development;
              (ii)   formulation development (present and future formulations);
              (iii)  analytical method development;
              (iv)   analytical method validation and qualification;
              (v)    process validation;
              (vi)   stability studies;
              (vii)  packaging; and

                                       17
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

              (viii)   documentation (such as documentation for validation
                       and stability protocols, batch records and
                       monographs, etc.)

       (b)    The parties  shall  endeavour to jointly  define in good faith the
              specific  Development  Work  to be  performed,  the  scope  of the
              project,  the  price  (subject  to (d)  below)  to be paid and the
              associated  timelines  for such  activities.  If the  foregoing is
              agreed to by the  parties,  it shall be reflected in an exhibit to
              this Agreement.

       (c)    If Client,  in its sole  discretion,  decides to  commercialize  a
              product   related  to   Development   Work  performed  by  Patheon
              hereunder,  Client will notify Patheon thereof.  Patheon will have
              60 days  from the  receipt  of such  notice  to  submit  to Client
              pricing for the  commercial  production  of the relevant  product.
              Promptly  thereafter the parties shall commence  negotiations with
              respect  to price and any  other  remaining  terms and  conditions
              (collectively,  "Terms and  Conditions").  If the parties reach an
              agreement on the Terms and  Conditions of commercial  supply,  the
              product will be added to this Agreement  pursuant to section 10.12
              and such  additional  product  shall be  governed  by the  general
              conditions  hereof with  any  special  terms  (including,  without
              limitation,  price) governed by an addendum hereto. If the parties
              are  unable to reach an  agreement  on such  Terms and  Conditions
              within 60 days after the  commencement of the  negotiations,  then
              Client may terminate  negotiations and thereafter Client may enter
              into an agreement with any third party for  the  commercialization
              of the product.  Patheon will only be entitled to bid on providing
              commercial  production  services if it has adequate production and
              technical   capacity  to  meet  Client's  standards  and  timeline
              requirements, and can satisfy all applicable regulatory standards.

       (d)    Client  shall pay Patheon for the  Development  Work at  Patheon's
              agreed rates stated in U.S. dollars, which are at the date hereof:

                o        Formulation Scientist: $[***]
                o        Formulation Technician: $[***]
                o        Analytical Chemist: $[***]
                o        Formulation Chemist: $[***]
                o        Project Manager: $[***]
                o        Documentation Specialist: $[***]

              It is understood by the parties that the price for the Development
              Work for Prenate  products in tablet form shall be calculated in a
              manner  consistent with the development work previously  performed
              by Patheon in connection with the Prenate  Products in tablet form
              covered under this Agreement and Patheon agrees that the foregoing
              rates  shall  remain  unchanged  during  the  first  year  of this
              Agreement.  Thereafter  such  rates  shall  not  exceed  Patheon's
              standard rates for such services.  Such development work, together
              with the related pricing, is described in Exhibit C hereto.

                                       18
<PAGE>

       (e)    All information, data, results, inventions or discoveries (whether
              patentable  or  not),   formulations,   manufacturing   processes,
              reports,   records   (including   batch  records),   and  formulas
              (collectively,  "Data") related to the  Development  Work shall be
              the property of the Client, and Patheon shall assign to Client any
              interests it may have in such Data, including any copyright rights
              therein.   Patheon   shall   treat   such  Data  as   Confidential
              Information.

       (f)    All information, data, results, inventions or discoveries (whether
              patentable  or  not),   formulations,   manufacturing   processes,
              reports,   records   (including   batch  records),   and  formulas
              (collectively,  "Data")  related to development  work performed by
              Patheon for Client  prior to the date of this  Agreement  shall be
              the  property  of the  Client,  and  Patheon  shall also assign to
              Client  any  interests  it may have in such  Data,  including  any
              copyright  rights  therein.  Patheon  shall  treat  such  Data  as
              Confidential  Information.  For the  avoidance  of doubt,  Patheon
              hereby   acknowledges   and   agrees   that   the   Products   and
              Specifications  set  forth  in  Exhibits  A,  A-1  and C  are  the
              exclusive property of the Client.

10.12  New Products. The parties covenant and agree that additional products may
       be added to this Agreement and such additional products shall be governed
       by the  general  conditions  hereof with any  special  terms  (including,
       without limitation, price) governed by an addendum hereto.

10.13  Debarment.  Patheon  represents  and warrants that it and its  employees,
       affiliates and agents have never been (i) debarred or (ii) convicted of a
       crime for which a person can be  debarred,  under  Section  306(a) of the
       Generic Drug  Enforcement  Act of 1992 (Section 306 (a) or (b)).  Patheon
       represents  and  warrants  that it has never been and, to the best of its
       knowledge after due inquiry, none of its employees,  affiliates or agents
       has ever been (1)  threatened  to be debarred or (2) indicted for a crime
       or otherwise engaged in conduct for which a person can be debarred, under
       Section 306(a) or (b). Patheon agrees that it will promptly notify Client
       upon learning of any such debarment, conviction, threat or indictment.

10.14  Notices. Any notice, approval, instruction or other written communication
       required or permitted  hereunder  shall be sufficient if made or given to
       the other party by personal delivery,  by telecopier  communication or by
       sending  the same by first  class  mail,  postage  prepaid to the mailing
       address, or telecopier number set forth below:

       If to Client:

       Sanofi-Synthelabo Inc.
       90 Park Avenue
       New York, NY 10016

       Attention: Gregory Irace, Vice-President and Chief Financial Officer

       Telecopier No.: (212) 551-4905

                                       19
<PAGE>

       With a copy to John Spinnato, Senior Vice President and General Counsel
       (same address) and Bernard Amoury (same address)

       If to Patheon:

       Patheon Inc.
       2100 Syntex Court
       Mississauga, Ontario
       L5N 3X4

       Attention: President

       Telecopier No.: (905) 812-6709

       or to such other  addresses or  telecopier  number  provided to the other
       party in  accordance  with the terms of this  Section  10.14.  Notices or
       written   communications  made  or  given  by  personal  delivery  or  by
       telecopier shall be deemed to have been  sufficiently  made or given when
       sent  (receipt  acknowledged),  or if mailed,  five (5) days after  being
       deposited in the United States or Canadian mail,  postage prepaid or upon
       receipt, whichever is sooner.

10.15  Entire  Agreement.  The  Confidentiality  Agreement  and  this  Agreement
       constitute the full, complete, final and integrated agreement between the
       parties  hereto  relating to the subject matter hereof and supersedes all
       previous   written  or  oral   negotiations,   commitments,   agreements,
       transactions or understandings with respect to the subject matter hereof.
       Any  modification,  amendment or supplement to this  Agreement must be in
       writing and signed by authorized representatives of both parties.

10.16  Headings.  The titles and headings  herein are for  convenience  only and
       shall not be used to interpret or construe  the terms and  conditions  of
       this Agreement.

10.17  Singular Terms.  Except as otherwise  expressly provided herein or unless
       the context  otherwise  requires,  all  references to the singular  shall
       include the plural as well.

10.18  Execution  in  Counterparts.  This  Agreement  may be executed in two (2)
       counterparts, each of which shall be deemed an original, but all of which
       together shall constitute one and the same instrument.

10.19  Governing  Law.  This  Agreement  shall  be  construed  and  enforced  in
       accordance with the laws of New York.

                                       20
<PAGE>

       IN WITNESS WHEREOF,  the duly authorized  representatives  of the parties
have executed this Agreement as of the dates set forth below.

SANOFI-SYNTHELABO INC.              PATHEON INC.


By: /s/ Gregory Irace               By: /s/ Nick A. DePietro
    ---------------------------         ----------------------------
Name: Gregory Irace                     Name:    Nick a. DePietro
Title: Vice President and CFO           Title:   President and
                                                 Chief Operating Officer

Date: October 14, 1999                  Date: October 21, 1999

By: /s/ John M. Spinnato
    ----------------------------
Name: John. M. Spinnato
Title: Sr. V.P. and General Counsel

Date: October 14, 1999



                                       21
<PAGE>

                                    EXHIBIT A

                                    PRODUCTS



Prenate Advance(TM) tablets in bulk


<PAGE>


                                   EXHIBIT 1A

                                  SPECFICATIONS



<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT B

                                   PRICE LIST

       Commercial Costing (please see below for terms and conditions integral to
this costing):

       -------------------------------------------------------------------------
                                                Sept. 1999 -        June 2000 -
                                                  May 2000           Dec. 2000
                     In U.S. Dollars               Price               Price
       -------------------------------------------------------------------------
       Key Assumptions:
       -------------------------------------------------------------------------
       Minimum Annual Quantity (000's)              [***]               [***]
       -------------------------------------------------------------------------
                Run Quantity (000's)                [***]               [***]
       -------------------------------------------------------------------------
                Batch Size (kg)                     [***]               [***]
       -------------------------------------------------------------------------
                Tablet Size (mg)                    [***]               [***]
       -------------------------------------------------------------------------
       Total Cost per Thousand Tablets:            $[***]              $[***]
       -------------------------------------------------------------------------

Commercial Costing Terms and Conditions:

1.     Stability testing,  validation costs and additional development costs are
       not included in the above commercial pricing.

2.     Costs for final blister packaging are not included.

3.     Prices for September, 1999 through May 31, 2000 arc based on a minimum of
       [***]  tablets  shipped to Sanofi  during this time period  (inclusive of
       Product  shipped  prior to execution of this  Agreement).  Prices for any
       quantity  shipped  above this [***] tablet  threshold  during this period
       will not be subject to review.

4.     Prices for June 1, 2000 through  December 31, 2000 are  conditional  on a
       minimum annual quantity of [***] tablets forecasted for the calendar year
       2000 provided that such price shall not become  available until after (i)
       June 1, 2000 and (ii)  [***]  tablets  in  commercial  batches of Product
       having  been  shipped  during  1999  through  2000.  The price for volume
       between  [***] and [***]  tablets  shipped  during  calendar year 2000 is
       $[***].  Any total  quantity  shipped  below [***] in calendar  2000 will
       result in a change in pricing  for the  entire  shipped  quantity  during
       calendar year 2000. If [***] tablets are not shipped  between  September,
       1999 and May 31, 2000 then for the  remainder  of the year 2000 the price
       of [***] remains in effect until [***]  tablets have been  shipped.  Once
       the [***]  tablets  volume price is achieved,  there will be no change in
       prices for volume greater than [***] tablets.

5.     Sanofi  estimates  an  incremental   US$[***]  for  use  in  new  product
       development  for 2000 but such  estimate  is not a  condition  of pricing
       above.


<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

       For  greater  clarity,  examples  of  the  above  pricing  conditions  in
operation are set out below.

1.     If Client does not purchase  [***]  tablets for delivery by 5/31/00,  the
       $[***] price  remains in effect for  calendar  year 2000 as long as [***]
       volume has not been reached.

2.     If shipments  are greater  than [***]  tablets by  5/31/2000,  the $[***]
       price applies to the quantity in excess of [***] provided that the $[***]
       price is not available before 5/31/00. E.g. [***] tablets or more shipped
       by 5/31/00, the price for all [***] or more is $[***].

3.     If a minimum of [***]  tablets  are  shipped by 5/31/00 so that client is
       entitled  to  reduced  price of $[***] and then only  [***]  tablets  are
       shipped from 6/1/00 to  12/31/00,  the $[***] price will be in effect for
       calendar 2000 and the  difference  between  $[***] and $[***] price to be
       reimbursed by Sanofi to Patheon at the end of the year.

       e.g.  $[***] shipped in 1999,  [***] shipped between Jan-May 31, 2000 and
       only [***] between June-Dec.  31, 2000 results in volume of [***] tablets
       for  calendar  year 2000 and Client  must  reimburse  using  formula  for
       reimbursement: (Actual volume - [***].

4.     If calendar 2000 volumes are less than [***] tablets then Section  9.2(a)
       is in effect  and price to be  negotiated  in good  faith and  difference
       reimbursed to Patheon.

5.     If in calendar  year 2000 volumes are greater than [***] tablets then the
       price is $[***] for excess of volume over the first [***] tablets  ([***]
       includes shipments made beginning September 1999), provided that there is
       no retroactive  price decrease for any volume of Product shipped prior to
       June 1, 2000.




<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT C

                            PREVIOUS DEVELOPMENT WORK

                     All Prices Listed are in U.S. Dollars

1.     Formulation Development

       [***]  Prototype Lots $[***] per lot
       [***] Prototype Lots $[***] per lot

       Assumptions:

       o      This  is  relevant  for  direct  compression  tablets  of  Prenate
              products only

       o      Client to identify target direct compression tablet formula

       o      Raw  material  and  finished  product  testing  services  are  not
              included

2.     Process Development

       Not Included

3.     Analytical Method Verification and Qualification

<TABLE>
<CAPTION>
<S>                                                                           <C>
       USP/NF Mehtod Verification:
       Protocol & Reports (40 hours)                                          $  [***]
       Analytical Benchwork Total (860 hours)                                 $  [***]
                Raw Materials Testing Methods Verification (320 hours)
                Finished Product Testing Methods Verification (460 hours)
                USP & Data Review (80 hours)
       Project Management (80 hours)                                          $  [***]
       USP Standards                                                          $  [***]
       Total Analytical Methods Verification Cost                             $  [***]
</TABLE>

       Assumptions:

       o      Cost does not  include  cost of outside  laboratory  services,  if
              required

       o      Cost of  method  development  and  validation  activities  are not
              included

4.     Process Validation

       Product Price + $[***] per commercial  lot premium,  three (3) validation
       lots required

       Assumptions:

       o      Assay and content uniformity testing of validation samples will be
              completed for two indicator ingredients (eg. [***])

       o      Dissolution  testing will also be performed on uncoated and coated
              tablets as requested  by Sanofi.




<PAGE>

                                      [***] -  CONFIDENTIAL  TREATMENT REQUESTED

       o      Process validation activities will include:

              o      Prenate Tablets Validation Protocol preparation,  execution
                     and approval

              o      Prenate Tablets  Validation Report  preparation,  execution
                     and approval

              o      Validation sampling during manufacturing ([***] samples)

5.     Stability Studies

       Patheon can perform  stability  storage and testing of Prenate Tablets as
       per  information  obtained  from  Sanofi.  It has been  assumed  that the
       product  stability  for  Prenate  Tablets  will be  monitored  using  the
       following tests:

         [***]

       Patheon  will  prepare  stability  protocols  and  reports  that  will be
       approved by Sanofi.  Stability  work and related costs are a separate and
       distinct  service  Patheon  provides  and the  costs of  these  stability
       services are not included in any other  categories of services  quoted by
       Patheon.

       Prenate Tablets Stability Testing Cost (as previously quoted):

       Price/Interval:                     $[***]
       Studies to be Conducted:            25(degree)C, +/- 2(degree)C / 60% RH
                                           40(degree)C, +/- 2(degree) C / 75% RH
                                           30(degree)C +/- 2(degree) C / 60% RH
       Total Cost of Stability Program:    $[***]

       Sanofi will be responsible  for any reasonable  additional fees resulting
       from changes to the scope of work outlined in any  proposal.  Sanofi must
       approve  changes  to the  scope of work  and  associated  costs  prior to
       incurring additional fees.


<PAGE>


                                    EXHIBIT D

                    STABILITY TESTING PROCEDURES/FEE SCHEDULE


<PAGE>


                                    EXHIBIT E

                       LOT NUMBERING AND EXPIRATION DATES

Lot Numbering:
-------------

Sequential lot numbers are assigned by Patheon Niagara Region  Operations at the
time of  manufacture  of uncoated  bulk  tablets.  Film-coated  and printed bulk
tablets are assigned the same  sequential  lot number by Patheon  Toronto Region
Operations.

Expiry Dating:
-------------

Patheon shall not assign  expiration  dates.  Expiration dates are calculated by
the Client exclusively.



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