<PAGE>

                                                                    EXHIBIT 10.6

================================================================================






                          WOMEN FIRST HEALTHCARE, INC.


             SENIOR CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A



                             ______________________

                       PREFERRED STOCK PURCHASE AGREEMENT

                             ______________________



                            Dated as of June 25, 2002

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
PARAGRAPH 1.  AUTHORIZATION OF ISSUANCE OF THE PREFERRED STOCK. ........................   1

PARAGRAPH 2.  PURCHASE AND SALE OF PREFERRED STOCK. ....................................   1

PARAGRAPH 3.  CONDITIONS PRECEDENT. ....................................................   2
          3A.  Purchasers' Conditions to Closing .......................................   2
          3B.  Conditions Precedent to Obligations of the Company. .....................   6

PARAGRAPH 4.  INDEMNITY. ...............................................................   7

PARAGRAPH 5.  USE OF PROCEEDS. .........................................................   9

PARAGRAPH 6.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. ...........................   9

PARAGRAPH 7.  REPRESENTATIONS AND COVENANTS OF THE PURCHASERS. .........................  22

PARAGRAPH 8.  DEFINITIONS. .............................................................  24

PARAGRAPH 9.  MISCELLANEOUS. ...........................................................  30
          9A.  Preferred Stock Payments ................................................  30
          9B.  Expenses ................................................................  30
          9C.  Consent to Amendments ...................................................  30
          9D.  Form, Registration, Transfer and Exchange of Preferred Stock; Lost
                  Preferred Stock ......................................................  32
          9E.  Persons Deemed Owners; Participations ...................................  32
          9F.  Survival of Representations and Warranties; Entire Agreement ............  32
          9G.  Successors and Assigns ..................................................  33
          9H.  Disclosure to Other Persons .............................................  33
          9I.  Notices .................................................................  33
          9J.  Payments Due on Non-Business Days .......................................  34
          9K.  Satisfaction Requirement ................................................  34
          9L.  Governing Law ...........................................................  34
          9M.  Severability ............................................................  34
          9N.  Descriptive Headings ....................................................  34
          9O.  Counterparts ............................................................  34
</TABLE>

                                      -i-

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Schedule 6A-1   Capitalization
Schedule 6A-2   Subsidiaries
Schedule 6A-3   Options and Warrants
Schedule 6L     Unaudited Financial Statements
Schedule 6M     Pro Forma Financial Statements
Schedule 6P     Licenses
Schedule 6U     Liens
Schedule 6W     Clinical Trials


EXHIBIT A       FORM OF CERTIFICATE OF DESIGNATION
EXHIBIT B       FORM OF PREFERRED STOCK CERTIFICATE
EXHIBIT C-1     FORM OF SECURITY AGREEMENT
EXHIBIT C-2     FORM OF INTERCREDITOR AGREEMENT
EXHIBIT D       FORM OF OPINION OF LATHAM & WATKINS
EXHIBIT E       FORM OF OPINION OF CAHILL GORDON & REINDEL
EXHIBIT F       FORM OF REGISTRATION RIGHTS AGREEMENT

                                      -ii-

<PAGE>

                          WOMEN FIRST HEALTHCARE, INC.
                         12220 El Camino Real, Suite 400
                               San Diego, CA 92130

                                                             As of June 25, 2002




Ladies and Gentlemen:

             The undersigned, WOMEN FIRST HEALTHCARE, INC., a Delaware
corporation (the "Company"), hereby agrees with each purchaser (collectively,
the "Purchasers") executing a signature page hereto as follows:

             PARAGRAPH 1. AUTHORIZATION OF ISSUANCE OF THE PREFERRED STOCK.

             The Company has authorized issuance of 13,000 shares of its Senior
Convertible Redeemable Preferred Stock, Series A due June 30, 2006 (the
"Preferred Stock") with a stated value of $1,000 per share which stated value
will increase at an annual rate of accretion, calculated quarterly, equal to (i)
ten percent (10%) per share of Series A Preferred Stock from the Date of Closing
until December 31, 2003, (ii) eleven and one-half percent (11.5%) from December
31, 2003 until June 30, 2004, and (iii) twelve and one-half percent (12.5%) from
June 30, 2004 until June 30, 2006, as set forth in the form of Certificate of
Designation attached as Exhibit A hereto (the "Certificate of Designation"). The
initial conversion price of the Preferred Stock shall be $6.35 per share,
subject to adjustment as set forth in the Certificate of Designation.

             Certain capitalized terms used herein have the meanings specified
in Paragraph 8. Unless otherwise indicated, all dollar amounts contained in this
Agreement are in U.S. Dollars and all covenants contained herein shall be
calculated in U.S. Dollars.

             PARAGRAPH 2. PURCHASE AND SALE OF PREFERRED STOCK.

             Subject to the terms and conditions herein set forth, the Company
hereby agrees to sell to the Purchasers and each Purchaser agrees to purchase
from the Company at the Closing (as defined below), Preferred Stock in the
amount set forth on the signature pages hereof below its name at 100% of stated
value; provided, however, that all such issuances of Preferred Stock shall not
result in originally issued Preferred Stock with an aggregate stated value
exceeding $13,000,000. The Company will deliver to each Purchaser one or more
certificates representing shares of Preferred Stock in the form attached as
Exhibit B hereto

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                                      -2-

registered in the name of such Purchaser (or its nominee), evidencing the number
of shares of Preferred Stock to be purchased by such Purchaser and in the
denomination or denominations specified by such Purchaser against payment of the
purchase price thereof by transfer of immediately available funds on the date of
closing, which shall be June 25, 2002 (the "Closing"; the "Date of Closing"), to
accounts specified by the Company in a funds flow memorandum to be delivered by
the Company to the Purchasers not later than one Business Day prior to the Date
of Closing.

             PARAGRAPH 3. CONDITIONS PRECEDENT.

             3A. Purchasers' Conditions to Closing. The obligation of each
Purchaser to purchase and pay for the Preferred Stock to be purchased by such
Purchaser hereunder is subject to the satisfaction of the following conditions,
on or before the Date of Closing:

             (i)   Documents To Be Delivered. Each Purchaser shall have received
      all of the following, duly executed and delivered:

                   (a)  A copy of the Certificate of Designation of the
             Preferred Stock, which shall have been duly filed with and accepted
             by the Secretary of State of the State of Delaware.

                   (b)  The certificates representing the Preferred Stock.

                   (c)  The Registration Rights Agreement in substantially the
             form set forth as Exhibit F hereto.

                   (d)  The Security Documents in substantially the forms set
             forth as Exhibits C-1 and C-2 hereto.

                   (e)  All filings required by the Security Agreement; and
             arrangements reasonably satisfactory to the Purchasers shall have
             been made for all recordings and filings of, or with respect to,
             the Security Agreement, including filings with the United States
             Patent and Trademark and Copyright offices, and delivery of such
             other security and other documents, including, without limitation,
             consents of counterparties, and the taking of all actions as may be
             necessary or, in the reasonable opinion of the Collateral Agent,
             desirable, to perfect the Lien created, or purported to be created,
             by the Security Agreement.

                   (f)  A certificate of the Secretary of the Company dated the
             Date of Closing, certifying the incumbency and authority of the
             officers or authorized signatories of the Company who executed the
             Documents and the truth, correctness and completeness of the
             following exhibits attached thereto: (i) a copy of resolutions duly
             adopted by the Board of Directors of the Company, in

<PAGE>

                                      -3-

             full force and effect at the time this Agreement is entered into,
             authorizing the execution of this Agreement and the other Documents
             delivered or to be delivered in connection herewith and the
             consummation of the transactions contemplated herein and therein,
             as applicable, (ii) a copy of the certificate of incorporation of
             the Company, and all amendments thereto, certified by an
             appropriate official of the Company's jurisdiction of
             incorporation, and (iii) a copy of the By-laws of the Company.

                   (g)  Certificates, dated as of a recent date, as to the valid
             existence and good standing of the Company and each of its
             Subsidiaries in its jurisdiction of formation, issued by the
             appropriate authorities of such jurisdiction.

                   (h)  A certificate executed by the principal executive
             officer of the Company, dated the Date of Closing, in which such
             officer certifies that the conditions set forth in subsections (a),
             (b), and (c) of Paragraph 3A(iii) have been satisfied.

                   (i)  The opinion of Latham & Watkins, counsel to the Company,
             dated the Date of Closing, and substantially in the form set forth
             as Exhibit D hereto, subject only to such qualifications,
             limitations or exceptions as may be acceptable to each Purchaser.

                   (j)  The opinion of Cahill Gordon & Reindel, the Purchasers'
             special counsel, dated the Date of Closing and substantially in the
             form set forth as Exhibit E hereto, subject only to such
             qualifications, limitations or exceptions as may be acceptable to
             each Purchaser.

                   (k)  Certificates, dated as of a recent date, of the
             Company's and its Subsidiaries' good standing and qualification to
             do business, issued by appropriate officials in each jurisdiction
             listed on Schedule 3A(i)(k).

             (ii)  Fees and Expenses. The payment by the Company, by wire
      transfer of immediately available funds, of (i) an upfront fee of 2.0% of
      the total amount committed by the Purchasers (as defined in the commitment
      letter dated June 18, 2002), to be allocated to such Purchasers pro rata
      on the basis of their respective commitments set forth therein, (ii) the
      travel and other reasonable out-of-pocket expenses of the Purchasers
      related to the Vaniqa Acquisition or this Transaction and (iii) the
      reasonable fees and disbursements of the Purchasers' counsel (including
      without limitation Cahill Gordon & Reindel) and consultants related to the
      Vaniqa Acquisition or this Transaction.

             (iii) Representations; No Default. (a) All representations and
      warranties made by the Company in any Document shall be true and correct
      on and as of the Date

<PAGE>

                                      -4-

     of Closing (except to the extent that the facts upon which such
     representations are based have been changed by the transactions herein
     contemplated and such changes are set forth to the satisfaction of each
     Purchaser) as if such representations and warranties had been made as of
     the Date of Closing.

          (b)    No Default under this Agreement or the other Documents shall
     exist at the Date of Closing.

          (c)    The Company shall have performed and complied with all
     agreements and conditions required in the Documents to be performed or
     complied with by the Company on or prior to the Date of Closing.

          (iv)   Purchase Permitted by Applicable Laws. The offer by the Company
     of, and the purchase of and payment for, the Preferred Stock on the terms
     and conditions herein provided (including the use of the proceeds of the
     sale of such Preferred Stock by the Company) shall not violate any
     applicable law or governmental regulation (including, without limitation,
     Section 5 of the Securities Act) shall not be enjoined under the laws of
     any jurisdiction to which the Company or either Purchaser is subject
     (temporarily or permanently) and shall not subject any Purchaser or any
     then holders of the Preferred Stock to any tax, penalty, liability or other
     materially adverse condition under or pursuant to any applicable law or
     governmental regulation.

          (v)    Concurrent Consummation of Acquisition. Concurrently with the
     issuance of the Preferred Stock, the Company shall consummate the Vaniqa
     Acquisition on terms and in form and substance reasonably satisfactory to
     the Purchasers.

          (vi)   Concurrent Consummation of Notes Financing. Concurrently with
     the issuance of the Preferred Stock, the Company shall consummate the
     issuance and sale of the Notes and Warrants on terms and in form and
     substance reasonably satisfactory to the Purchasers.

          (vii)  Proceedings. All corporate and other proceedings taken or to be
     taken in connection with the transactions contemplated hereby and all
     documents incident thereto shall be reasonably satisfactory in form and
     substance to each Purchaser, and each Purchaser shall have received all
     such counterpart originals or certified or other copies of such documents
     as they or their counsel may reasonably request.

          (viii) Reliance on Related Documents. Each Purchaser shall be entitled
     to rely on all written representations, warranties and covenants rendered
     by the Company in connection with the consummation of the transactions
     contemplated by the Transaction Documents.

<PAGE>

                                       -5-

          (ix) No Adverse Change or Development, Etc. (I) There shall not have
     occurred or become known to the Purchasers any events or changes (A) since
     December 31, 2001 that, individually or in the aggregate, have had or could
     reasonably be expected to have a Material Adverse Effect on the business,
     Property, assets, nature of assets, liabilities, condition (financial or
     otherwise), results of operations or prospects of the Company and its
     Subsidiaries, taken as a whole, after giving effect to this Transaction, or
     (B) that have had or could reasonably be expected to have an adverse effect
     on the rights or remedies of any Purchaser, or on the ability of the
     Company to perform its obligations to any Purchaser; (II) trading in any
     securities of the Company shall not have been suspended or materially
     limited by the Securities and Exchange Commission or Nasdaq and trading in
     securities generally on the New York Stock Exchange, American Stock
     Exchange, Ontario Stock Exchange or the Nasdaq National Market shall not
     have been suspended or limited and minimum or maximum prices or maximum
     ranges for prices shall not have been established on any such exchange;
     (III) a banking moratorium shall not have been declared by New York,
     Canadian or United States authorities; and (IV) there shall not have been
     (A) an outbreak or escalation of material hostilities between the United
     States and any foreign power, or (B) an outbreak or escalation of any other
     material insurrection or armed conflict involving the United States or any
     other national or international calamity or emergency or (C) any material
     change or disruption in the general financial, banking or capital markets
     of the United States which, in each case, in the judgment of the Purchasers
     could reasonably be expected to materially and adversely affect or impair
     the ability to syndicate, sell or place the Preferred Stock.

          (x)  Capital Structure. The pro forma consolidated capital structure
     of the Company, after giving effect to the Transaction (including only
     those adjustments approved by the Purchasers), shall be consistent in all
     material respects with the Projections and capital structure contemplated
     herein, and other than any Notes and other indebtedness satisfactory to the
     Purchasers, after giving effect to, and upon consummation of, the
     Transaction, the Company and its subsidiary shall have no outstanding
     indebtedness for money borrowed other than currently outstanding
     Indebtedness of the Company and its subsidiaries in an aggregate principal
     amount outstanding not to exceed $21.6 million.

          (xi) Approvals. All governmental and third party approvals required by
     the Transaction and any other material governmental and third party
     approvals required in connection with the financing contemplated hereby
     shall have been obtained on reasonably satisfactory terms and shall be in
     full force and effect, and all applicable waiting periods shall have
     expired without any action being taken or threatened by any competent
     authority that would materially restrain, prevent or otherwise impose
     material adverse conditions on the financing thereof.

<PAGE>

                                      -6-

          (xii)   Financial Statements. The Purchasers shall have received (I)
     satisfactory audited financial statements of the Company for the three most
     recent Fiscal Years for which such financial statements are available, (II)
     satisfactory unaudited interim consolidated financial statements of the
     Company for each fiscal month and quarterly period ended after the latest
     Fiscal Year referred to in clause (I) above as to which such financial
     statements are available and for the corresponding period in the preceding
     Fiscal Year, (III) a satisfactory pro forma (a) balance sheet of the
     Company as of the date of the most recent financial statements provided
     pursuant to clause (II) above and (b) income statement for the most recent
     of the Fiscal Years provided pursuant to clause (I) above and for the
     quarterly period provided pursuant to clause (II) above, in each case,
     which shall give pro forma effect (including only those adjustments
     approved by the Purchasers) to the Transaction and (IV) the Projections;
     and such financial statements and Projections shall not reflect any
     material adverse change in the consolidated financial condition of the
     Company and its subsidiaries from what was reflected in the financial
     statements or projections previously furnished to the Purchasers.

          (xiii)  Minimum EBITDA. The Purchasers shall be satisfied that
     consolidated EBITDA (as adjusted on a pro forma basis for the Transaction
     in accordance with customary investment banking practice and including only
     those adjustments approved by the Purchasers) of the Company, after giving
     effect to the Transaction, for the latest three month period annualized for
     which the relevant financial information is available shall equal at least
     $15.4 million, and the Company shall provide support for such calculation
     of a nature that is satisfactory to the Purchasers.

          (xiv)   Minimum Cash Balance. The Purchasers shall be satisfied that,
     as of the Date of Closing and after giving effect to the Transaction, the
     Company shall have a minimum cash balance of at least $14.0 million.

          (xv)    Solvency. Each Purchaser shall have received a certificate
     satisfactory in form and substance to the Purchasers and executed by the
     Chief Executive Officer and the Chief Financial Officer of the Company that
     shall certify to the solvency of the Company and its subsidiaries after
     giving effect to the Transaction and the other transactions contemplated
     hereby.

          3B. Conditions Precedent to Obligations of the Company. The obligation
of the Company to issue and sell the Preferred Stock is subject to the
satisfaction, on or before the Date of Closing, of the following conditions:

          (i)     Purchaser Deliveries. (a) The Company shall have received the
     following from each Purchaser, duly executed and delivered: (A) the
     Registration Rights Agreement in substantially the form set forth as
     Exhibit F hereto and (B) the Security Documents in substantially the forms
     set forth as Exhibits C-1 and C-2 hereto.

<PAGE>

                                      -7-

          (b)   The Purchasers shall have tendered payment pursuant to Paragraph
     2 above.

          (ii)  Expenses. The Purchasers shall have provided to the Company a
     statement of, and at the request of the Company reasonable documentation
     for, (a) the travel and other reasonable out-of-pocket expenses of the
     Purchasers related to the Vaniqa Acquisition or the Transaction and (b) the
     reasonable fees and disbursements of the Purchasers' counsel (including
     without limitation Cahill Gordon & Reindel) and consultants related to the
     Vaniqa Acquisition or the Transaction.

          (iii) Representations and Warranties. The representations and
     warranties made by each Purchaser herein shall be true and correct on and
     as of the Date of Closing with the same effect as though such
     representations and warranties had been made on and as of the Date of
     Closing.

          (iv)  Purchase Permitted by Applicable Laws. The offer by the Company
     of, and the purchase of and payment for, the Preferred Stock on the terms
     and conditions herein provided (including the use of the proceeds of the
     sale of such Preferred Stock by the Company) shall not violate any
     applicable law or governmental regulation (including, without limitation,
     Section 5 of the Securities Act) and shall not be enjoined under the laws
     of any jurisdiction to which the Company or any Purchaser is subject
     (temporarily or permanently).

          (v)   Vaniqa Closing. All conditions to consummation of the Vaniqa
     Acquisition shall have been performed or waived by the appropriate parties
     thereto at the Date of Closing.

          (vi)  Concurrent Consummation of Note and Warrant Financing.
     Concurrently with the issuance of the Preferred Stock, the Company shall
     consummate the issuance and sale of the Notes and Warrants.

          (vii) Approvals. All governmental and third party approvals required
     by the Transaction and any other material governmental and third party
     approvals required in connection with the financing contemplated hereby
     shall have been obtained on reasonably satisfactory terms and shall be in
     full force and effect, and all applicable waiting periods shall have
     expired without any action being taken or threatened by any competent
     authority that would materially restrain, prevent or otherwise impose
     material adverse conditions on the financing thereof.

          PARAGRAPH 4.  INDEMNITY.

          (a)   The Company agrees to indemnify each holder of Preferred Stock,
upon demand, from and against any and all liabilities, obligations, claims,
losses, damages,

<PAGE>

                                      -8-

penalties, actions, judgments, suits, costs, expenses or disbursements
(including reasonable fees of attorneys, accountants, experts and advisors) of
any kind or nature whatsoever (in this section collectively called "liabilities
and costs") which to any extent (in whole or in part) may be imposed on,
incurred by or asserted against any holder of Preferred Stock growing out of,
resulting from or in any other way associated with the Documents and the
transactions and events associated herewith or therewith or contemplated herein
or therein. No holder of Preferred Stock shall be entitled under this paragraph
to receive indemnification for any liabilities and costs (i) to the extent
caused by its own individual gross negligence, willful misconduct or bad faith,
(ii) to the extent caused by its breach of any law, rule, regulation, order or
any contract, agreement or other instrument to which it is a party or otherwise
bound, or (iii) which arise from actions or proceedings convened by a holder of
Preferred Stock against another holder of Preferred Stock. The Company shall
not, in connection with any one action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be responsible
hereunder for the reasonable fees and expenses of more than one law firm, in
addition to any local counsel, for all of the holders of Preferred Stock, except
to the extent any holder of Preferred Stock shall have been advised by legal
counsel that there is a reasonable likelihood that there may exist a conflict of
interest between any of such holders of Preferred Stock or that any such holders
of Preferred Stock may have one or more defenses available that are different
from or additional to any defense or defenses available to any other holder of
Preferred Stock. Neither the Company nor any holder of Preferred Stock will,
without the prior written consent of the other, settle, compromise or consent to
the entry of any judgment in any pending or threatened claim, action, suit or
proceeding in respect of which indemnification by such holder of Preferred Stock
may be sought hereunder (whether or not such holder of Preferred Stock is a
party to such claim, action, suit or proceeding); provided that the holder of
Preferred Stock may so settle such claim without such consent if such settlement
includes a full release of the Company by the holder of Preferred Stock or if
the Company is not then in material compliance with its obligations under this
Paragraph 4.

          (b)  The Company shall indemnify and hold harmless from time to time
(i) each Purchaser (and its successors and assigns) and (ii) in the case of a
Purchaser that is a partnership or other pass-through entity for tax purposes,
each direct or indirect owner of such Purchaser that is subject to tax with
respect to any of the Purchaser's income (and such person's successors and
assigns) (each person described in clause (i) or (ii), an "Indemnified Party")
from the excess, if any, of (a) all income, franchise or similar taxes (and
related interest and penalties) actually incurred by such Indemnified Party with
respect to such party's direct or indirect ownership of Preferred Stock over (b)
all income, franchise or similar taxes (and related interest and penalties) that
would have been incurred by such Indemnified Party with respect to such party's
direct or indirect ownership of Preferred Stock if Sections 305(b) and 305(c) of
the IRC were inapplicable to the Preferred Stock and no income, franchise or
similar tax were imposed with respect to any accretion of stated value or
increase in conversion rights until such Preferred Stock were disposed of in a
taxable disposition, except to the

<PAGE>

                                      -9-

extent that such excess results from a change after the date hereof to Section
305 of the IRC or the Treasury Regulations promulgated thereunder. Any
indemnification payments made pursuant to the preceding sentence shall be
grossed-up to reflect any additional income, franchise or similar taxes imposed
on an Indemnified Party in connection with such indemnification payments. In
determining the amount of indemnification payments due to a direct or indirect
owner of Preferred Stock hereunder, the incremental taxes (and interest and
penalties) incurred by such owner shall be determined on an ongoing cumulative
basis (without offset for anticipated future tax savings not yet actually
realized by such owner) and, if and when future offsetting tax savings are
actually realized by such owner, the Purchaser shall be obligated to return to
the Company any excess indemnification payments previously paid to such owner.

          (c) The Company hereby agrees that each Purchaser shall be entitled to
rely on all written representations, warranties and covenants rendered by the
Company in connection with the consummation of the transactions contemplated by
the Transaction Documents.

          PARAGRAPH 5. Use of Proceeds.

          (a) The proceeds from the issuance of the Preferred Stock on the Date
of Closing shall be used to consummate the Vaniqa Acquisition and pay related
fees and expenses.

          (b) No portion of the proceeds from the issuance of Preferred Stock
shall be used in any manner which would violate Regulation U, T or X of the
Board of Governors of the Federal Reserve System or any other regulation of such
Board or to violate the Exchange Act, as in effect on the date or dates of such
borrowing and such use of proceeds.

          PARAGRAPH 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          To induce each Purchaser to enter into this Agreement and to purchase
the Preferred Stock, the Company represents and warrants to and agrees with each
Purchaser, as of the date hereof and as of the Date of Closing, that:

          (a) The Company and its Subsidiaries have been duly incorporated,
     formed or organized, as the case may be, and each of the Company and its
     Subsidiaries is validly existing in good standing as a corporation, limited
     liability company or a limited partnership, as the case may be, under the
     laws of its jurisdiction of incorporation, formation or organization, with
     all requisite power and authority as a corporation, limited liability
     company or limited partnership, as the case may be, to own its properties
     and conduct its business as now conducted (as described in the Exchange Act

<PAGE>

                                      -10-

     Documents) and is duly qualified to do business as a corporation or foreign
     limited liability company in good standing in all other jurisdictions where
     the ownership or leasing of its properties or the conduct of its business
     requires such qualification, except where the failure to be so qualified
     could not, individually or in the aggregate, reasonably be expected to have
     a Material Adverse Effect; as of the Date of Closing and after giving pro
     forma effect to the closing of the Transaction, the Company will have the
     authorized, issued and outstanding capitalization set forth in Schedule
     6A-1; except as set forth in Schedule 6A-2 hereto, the Company does not
     have any subsidiaries or own directly or indirectly any of the capital
     stock or other equity or long-term debt securities of or have any equity
     interest in any other person; all of the outstanding shares of capital
     stock or membership interests, as the case may be, of the Company and its
     Subsidiaries have been duly authorized and validly issued, are fully paid
     and nonassessable and were not issued in violation of any preemptive or
     similar rights; all of the outstanding shares of capital stock or
     membership interests, as the case may be, of the Subsidiaries are owned
     free and clear of all liens, encumbrances, equities and restrictions on
     transferability or voting; all of the outstanding shares of capital stock
     or membership interests, as the case may be, of the Subsidiaries are owned,
     directly or indirectly, by the Company; except as set forth in this
     Agreement and in Schedule 6A-3, no options, warrants or other rights to
     purchase from the Company or any Subsidiary, or agreements or other
     obligations of the Company or any Subsidiary to issue or other rights to
     convert any obligation into, or exchange any securities for, shares of
     capital stock of or ownership interests (including the Preferred Stock) in
     the Company or any Subsidiary are outstanding and no holder of securities
     of the Company or any Subsidiary is entitled to have such securities
     registered under the Securities Act; there is no agreement, understanding
     or arrangement among the Company or any Subsidiary and each of their
     respective members or stockholders, as the case may be, or any other person
     relating to the ownership or disposition of any capital stock or membership
     interest (including any Preferred Stock), as the case may be, of the
     Company or any Subsidiary or the election of directors or other governing
     persons of the Company or any Subsidiary or the governance of the Company's
     or any Subsidiary's affairs, and, if any, such agreements, understandings
     and arrangements will not be breached or violated as a result of the
     execution and delivery of, or the consummation of the transactions
     contemplated by, this Agreement, the other Documents and the Transaction
     Documents.

          (b) The Company has all requisite power and authority as a corporation
     to execute, deliver and perform its obligations under the Preferred Stock.
     The shares of Preferred Stock have each been duly and validly authorized by
     the Company for issuance and, when executed by the Company in accordance
     with the provisions of this Agreement, and delivered to and paid for by the
     Purchasers in accordance with the terms hereof, will be fully paid and
     nonassessable and will not be issued in violation of any preemptive or
     similar rights and will be issued free and clear of all liens,

<PAGE>

                                      -11-

     encumbrances, equities and restrictions on transferability or voting other
     than those imposed under applicable federal and state securities laws; the
     certificates representing the Preferred Stock are in the form contemplated
     by this Agreement.

          (c) The Company has all requisite power and authority as a corporation
     to issue the shares of common stock upon conversion of the Preferred Stock
     (the "Conversion Shares"). The Conversion Shares have each been duly and
     validly authorized by the Company for issuance and, when issued by the
     Company in accordance with the provisions of the Certificate of
     Designation, will be fully paid and nonassessable and will not be issued in
     violation of any preemptive or similar rights and will be issued free and
     clear of all liens, encumbrances, equities and restrictions on
     transferability or voting other than those imposed under applicable federal
     and state securities laws.

          (d) The Company has all requisite power and authority as a corporation
     to execute, deliver and perform its obligations under this Agreement
     (including without limitation the issuance of the Preferred Stock). This
     Agreement has been duly and validly authorized by the Company, and, when
     executed and delivered by the Company, will constitute a valid and legally
     binding agreement of the Company, enforceable against the Company in
     accordance with its terms except that the enforcement thereof may be
     limited by (A)(i) bankruptcy, insolvency, reorganization, moratorium or
     other similar laws now or hereafter in effect relating to or affecting
     creditors' rights generally or (ii) general principles of equity and the
     discretion of the court before which any proceeding therefor may be brought
     (regardless of whether such enforcement is considered in a proceeding at
     law or in equity) (collectively, the "Enforceability Exceptions") and (B)
     any rights to indemnity or contribution hereunder may be limited by federal
     and state securities laws and public policy considerations.

          (e) The Company has all requisite power and authority as a corporation
     to execute, deliver and perform its obligations under each of the Security
     Documents. Each Security Document has been duly and validly authorized by
     the Company and, when executed by the Company and delivered to the
     Purchasers in accordance with the terms hereof, will have been duly
     executed and delivered and will constitute a valid and legally binding
     obligation of the Company, enforceable against the Company in accordance
     with its terms except that the enforcement thereof may be limited by the
     Enforceability Exceptions and no representation or warranty is made by the
     Company hereunder or in the Security Documents with respect to the validity
     or enforceability of the Security Documents with respect to the rights, if
     any, of the holders of the Preferred Stock thereunder, including with
     respect the creation or perfection of a security interest, and the relative
     priority of any such security interest, or the effect of the federal
     Bankruptcy Code and comparable provisions of state law, and other
     applicable antifraud laws, securities laws, usury laws or public policy
     considerations on

<PAGE>

                                      -12-

     the rights, if any, of such holders under the Security Documents
     (collectively, the "Preferred Security Interest Exceptions").

          (f) The Security Agreement is effective to create in favor of the
     Collateral Agent, for the benefit of the Purchasers with respect to the
     Notes, a legal, valid and enforceable security interest in the Collateral
     and, when (i) the Security Agreement is filed in the United States Patent
     and Trademark Office and the United States Copyright Office and (ii) such
     other filings which are necessary to be made to create the security
     interest pursuant to the Security Agreement, the Security Agreement shall
     constitute a fully perfected Lien on, and security interest in, all right,
     title and interest of the grantors thereunder in such Collateral (other
     than as defined in the Security Agreement), in each case prior and superior
     in right to any other person, subject to no other Liens except for Liens
     expressly permitted to exist on such Collateral by the terms of the
     Security Agreement, including the Lien granted to the holders of the Notes;
     provided, however, that the foregoing representation and warranty is
     expressly subject to the Preferred Security Interest Exceptions.

          (g) The Company has all requisite power and authority as a corporation
     to execute, deliver and perform its obligations under the Registration
     Rights Agreement. The Registration Rights Agreement has been duly and
     validly authorized by the Company and, when executed by the Company and
     delivered to the Purchasers in accordance with the terms hereof, will have
     been duly executed and delivered and will constitute a valid and legally
     binding obligation of the Company, enforceable against the Company in
     accordance with its terms except that the enforcement thereof may be
     limited by the Enforceability Exceptions and (ii) any rights to indemnity
     or contribution hereunder may be limited by federal and state securities
     laws and public policy considerations.

          (h) (i) The Company has delivered to the Purchasers a true and correct
     copy of each of the Transaction Documents that have been executed and
     delivered prior to the date of this Agreement and each other Transaction
     Document in the form substantially as it will be executed and delivered on
     or prior to the Date of Closing, together with all related agreements and
     all schedules and exhibits thereto, and there have been no amendments,
     alterations, modifications or waivers of any of the provisions of any of
     the Transaction Documents since their date of execution or from the form in
     which any such Transaction Document has been delivered to the Purchasers;
     and (ii) to the Company's knowledge, there exists no event or condition
     that would constitute a default or an event of default (in each case as
     defined in each of the Transaction Documents) under any of the Transaction
     Documents that could reasonably be expected to result, individually or in
     the aggregate, in a Material Adverse Effect or affect the ability of the
     Company or its Subsidiaries to consummate the Vaniqa Acquisition.

<PAGE>

                                      -13-

          (i) No consent, approval, authorization, license, qualification,
     exemption or order of any court or governmental agency or body (including,
     without limitation, the Food and Drug Administration (the "FDA")) or third
     party is required for the performance of this Agreement, the Certificate of
     Designation or the Preferred Stock by the Company, or for the consummation
     by the Company of the Transaction or any transaction contemplated hereby,
     or the application of the proceeds of the issuance of the Preferred Stock
     as described in this Agreement, except as has already been acquired or as
     may be required under state securities or "Blue Sky" laws in connection
     with the purchase of the Preferred Stock by the Purchasers; all such
     consents, approvals, authorizations, licenses, qualifications, exemptions
     and orders which are required to be obtained by the Date of Closing have
     been obtained or made, as the case may be, and are in full force and effect
     and not the subject of any pending or, to the knowledge of the Company,
     threatened attack by appeal or direct proceeding or otherwise.

          (j) None of the Company or its Subsidiaries is (i) in violation of its
     certificate of incorporation or bylaws (or similar organizational document,
     including any certificate of formation and operating agreement), (ii) in
     breach or violation of any statute, judgment, decree, order, rule or
     regulation (including, without limitation, those relating to the
     development, commercialization and sale of pharmaceutical and biotechnology
     products) applicable to any of them or any of their properties or assets
     (including, without limitation, any order, rule or regulation of the FDA,
     the Securities and Exchange Commission and the National Association of
     Securities Dealers, Inc.), which breach or violation could, individually or
     in the aggregate, have a Material Adverse Effect, or (iii) except as set
     forth in Schedule 6J, in default (nor has any event occurred which with
     notice or passage of time, or both, would constitute a default) in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in this Agreement or the Certificate of Designation or
     any Transaction Document or any other contract, indenture, mortgage, deed
     of trust, loan agreement, note, lease, license, permit, certificate or
     agreement or instrument to which it is a party or to which it is subject,
     which default could, individually or in the aggregate, have a Material
     Adverse Effect.

          (k) The execution, delivery and performance by the Company of this
     Agreement (including without limitation, the issuance of the Preferred
     Stock), the other Documents and the Transaction Documents and the
     consummation by the Company of the transactions contemplated hereby and
     thereby and the fulfillment of the terms hereof and thereof will not (a)
     violate, conflict with or constitute or result in a breach of or a default
     under (or an event that, with notice or lapse of time, or both, would
     constitute a breach of or a default under) any of (i) the terms or
     provisions of any contract, indenture, mortgage, deed of trust, loan
     agreement, note, lease, license, permit, certificate or agreement or
     instrument to which any of the Company or its Subsidiaries is a party or to
     which any of their respective properties or assets are subject,

<PAGE>

                                      -14-

     (ii) the certificate of incorporation or bylaws of any of the Company or
     its Subsidiaries (or similar organizational document, including any
     certificate of formation and operating agreement) or (iii) (assuming
     compliance with all applicable state securities or "Blue Sky" laws and the
     accuracy of the representations and warranties of the Purchasers in
     Paragraph 7 hereof) any statute, judgment, decree, order, rule or
     regulation of any court or governmental agency or other body applicable to
     the Company or its Subsidiaries or any of their respective properties or
     assets (including, without limitation, the rules and regulations of the
     FDA), that, in each case described in this clause (a), could reasonably be
     expected to result, individually or in the aggregate, in a Material Adverse
     Effect, or (b) result in the imposition of any lien upon or with respect to
     any of the properties or assets now owned or hereafter acquired by the
     Company or any of their Subsidiaries, other than as contemplated by the
     Security Agreements.

          (l) The audited consolidated financial statements contained in the
     Exchange Act Documents present fairly in all material respects the
     consolidated financial position, results of operations and cash flows of
     such entities at the dates and for the periods to which they relate and
     have been prepared in accordance with GAAP applied on a consistent basis
     except as otherwise stated therein; the interim unaudited consolidated
     financial statements contained in the Exchange Act Documents and delivered
     to the Purchasers as a closing condition and attached hereto as Schedule 6L
     present fairly in all material respects the consolidated financial
     position, results of operations and cash flows of such entities at the
     dates and for the periods to which they relate subject to year-end audit
     adjustments and have been prepared in accordance with GAAP applied on a
     basis substantially consistent with the audited consolidated financial
     statements included therein; and Ernst & Young LLP, which has examined
     certain of such financial statements, is an independent certified public
     accounting firm within the meaning of the Securities Act.

          (m) The pro forma financial statements and other pro forma financial
     information (including the Preferred Stock thereto) attached hereto as
     Schedule 6M have been properly computed on the bases described therein; and
     the assumptions used in the preparation of the pro forma financial
     statements and other pro forma financial information are reasonable and the
     adjustments used therein are appropriate to give effect to the transactions
     or circumstances referred to therein.

          (n) The Projections have been prepared by the Company and are based on
     the reasonable and good faith estimates and assumptions of the Company and
     the Company has no reason to believe that such estimates and assumptions
     are not fair and reasonable.

          (o) There is not pending or, to the best knowledge of the Company,
     threatened any action, suit, proceeding, inquiry or investigation,
     governmental or otherwise,



<PAGE>

                                      -15-

     to which any of the Company or its Subsidiaries is a party, or to which
     their respective properties or assets are subject, before or brought by any
     court, arbitrator or governmental agency or body, that, if determined
     adversely to the Company or any such Subsidiary could, individually or in
     the aggregate, have a Material Adverse Effect or that seeks to restrain,
     enjoin, prevent the consummation of or otherwise challenge the Vaniqa
     Acquisition or the issuance or sale of the Preferred Stock hereunder or the
     application of the proceeds therefrom or the other transactions consummated
     as of the date of this Agreement.

          (p) Except as set forth on Schedule 6P, the Company and its
     Subsidiaries possess, and upon consummation of the Vaniqa Acquisition will
     possess, all licenses, permits, certificates, consents, orders, approvals
     and other authorizations from, and have made all declarations and filings
     with, all federal, state, local and other governmental authorities
     (including, without limitation, the FDA), all self-regulatory organizations
     and all courts and other tribunals, presently required or necessary to own
     or lease, as the case may be, and to operate its respective properties and
     to carry on its respective businesses as now or proposed to be conducted,
     except where the failure to obtain such licenses, permits, certificates,
     consents, orders, approvals and other authorizations, or to make all such
     declarations and filings, could not, individually or in the aggregate, have
     a Material Adverse Effect, and the Company and its Subsidiaries have not
     received any notice of any proceeding relating to revocation or
     modification of any such license, permit, certificate, consent, order,
     approval or other authorization.

          (q) To the best knowledge of the Company, none of the Company or its
     Subsidiaries has, and, after giving effect to the Vaniqa Acquisition and
     the issuance and sale of the Preferred Stock, will not have, any liability
     for any prohibited transaction or funding deficiency or any complete or
     partial withdrawal liability, or other liability under Title IV of ERISA,
     with respect to any pension, profit sharing or other plan which is subject
     to ERISA, to which any of the Company or its Subsidiaries makes or ever has
     made a contribution and in which any employee of any of the Company or its
     Subsidiaries is or has ever been a participant. With respect to such plans,
     the Company and its Subsidiaries are, and, after giving effect to the
     Vaniqa Acquisition and the issuance and sale of the Preferred Stock, will
     be, in compliance in all material respects with all provisions of ERISA.

          (r) The Exchange Act Documents, as of the date such filings were made,
     did not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make such information or statements not
     misleading. All information provided to the Purchasers about the Company,
     its Subsidiaries and its existing business, financial conditions and
     results of operations, and all statements made to the Purchasers about the
     Company, did not when made and do not as of the date hereof contain or
     include any untrue statement of a material fact or omit to state a material

<PAGE>

                                      -16-

     fact necessary to make such information or statements, in the light of the
     circumstances under which they were made or given, not misleading. To the
     knowledge of the Company, all information provided to the Purchasers, and
     all statements made to the Purchasers, about the Seller, Gillette, BMS and
     Vaniqa (as such terms are defined in the Vaniqa Acquisition Agreements),
     did not when made and do not as of the date hereof contain or include any
     untrue statement of a material fact or omit to state a material fact
     necessary to make such information or statements, in the light of the
     circumstances under which they were made or given, not misleading. The
     statistical and market and industry-related data included therein are based
     on or derived from sources which the Company believes to be reliable and
     accurate or represent the Company's good faith estimates that are made on
     the basis of data derived from such sources. The operating data included
     therein are based on or derived from internal records of the Company or the
     sellers of Vaniqa, as the case may be, which the Company has no reason to
     believe are not reliable and accurate.

          (s) Since March 31, 2002, except as contemplated by the Documents and
     the Transaction Documents, (A) the Company has not (i) made, paid or
     declared any dividend or distribution to any equity holder (in such
     capacity) or redeemed any of its capital stock, (ii) varied its business
     plan or practices, in any material respect, from past practices, (iii)
     entered into any financing, joint venture, license or similar arrangement
     that would limit or restrict its ability to perform its obligations
     hereunder and under each of the other Documents or (iv) suffered or
     permitted to be incurred any liability or obligation or any encumbrance
     against any of its properties or assets that would limit or restrict its
     ability to perform its obligations hereunder and under each of the other
     Documents; and (B) there has not been any change or development which has
     had, or could reasonably be expected to have, a Material Adverse Effect.
     Without limiting the generality of the foregoing, since March 31, 2002,
     there has not been (1) any lapse of any of the Company's trade secrets,
     inventions, patents, patent applications or continuations (in whole or in
     part), trademarks, trademark registrations, service marks, service mark
     registrations, copyrights, copyright registrations, or any application
     therefor or filing in respect thereof (collectively, and together with any
     and all know-how, trade secrets and proprietary business or technology
     information, the "Intellectual Property"); (2) any loss of the services of
     any of the key officers or key employees of the Company; (3) any incurrence
     of or entry into any liability, mortgage, encumbrance, commitment or
     transaction, including without limitation, any borrowing (or assumption or
     guarantee thereof) or guarantee of a third party's obligations, or capital
     expenditure (or lease in the nature of a conditional purchase of capital
     equipment) in excess of $100,000 other than in the ordinary course of
     business; (4) any material change by the Company in accounting methods or
     principles; or (5) any change in the assets, liabilities, condition
     (financial or otherwise), results or operations or prospects of the Company
     from those reflected on the Exchange Act Documents, except changes in the
     ordinary course of business and changes that have not had or could

<PAGE>

                                      -17-

     not reasonably be expected to have, individually or in the aggregate, a
     Material Adverse Effect.

          (t) Since March 31, 2002, the Company has not incurred or suffered any
     liability or obligation, matured or unmatured, contingent or otherwise,
     except in the ordinary course of business and except any such liability or
     obligation that has not had and could not reasonably be expected to have,
     individually or in the aggregate, a Material Adverse Effect.

          (u) The Company owns or possesses sufficient legal rights to use
     pursuant to license, sublicense, agreement or permission all Intellectual
     Property used in the operation of its business as presently or proposed to
     be conducted, in each case, subject to no encumbrances except as set forth
     in the Exchange Act Documents. All of the Intellectual Property which is
     owned by the Company is owned free and clear of all encumbrances, except
     for the liens set forth on Schedule 6U, none of the Company's rights in or
     use of the Intellectual Property has been or, to the Company's knowledge,
     is currently threatened to be challenged; no current or currently planned
     product based upon the Company's Intellectual Property would infringe or
     otherwise conflict with any patent, trademark, service mark, trade name or
     copyright of any other person or entity issued or pending on the Date of
     Closing if the Company were to distribute, sell, market or manufacture such
     products, there are no actions, suits or judicial proceedings pending
     relating to patents or proprietary information to which the Company is a
     party or of which any property of the Company is subject, and the Company
     is not aware of any actual or threatened claim by any person or entity
     alleging any infringement or other conflict with the Company of a patent,
     trademark, service mark, trade name or copyright possessed by such person
     or entity, or of any facts or circumstances which could render any
     Intellectual Property invalid or inadequate to protect the interest of the
     Company therein. None of such Intellectual Property, whether foreign or
     domestic, has been canceled, abandoned, or otherwise terminated in a manner
     which has had, or could reasonably be expected to have, a Material Adverse
     Effect.

          (v) The patent applications, if any, filed by or on behalf of the
     Company (the "Patent Applications") have been properly prepared and filed
     on behalf of the Company; each of the Patent Applications and each of the
     patents that constitute Intellectual Property (the "Patents") is assigned
     or licensed to the Company; except as set forth in the Exchange Act
     Documents, no other entity or individual has any right or claim in any
     Patent, Patent Application or any patent to be issued therefrom; and, to
     the knowledge of the Company, each of the Patent Applications discloses
     potentially patentable subject matter.

<PAGE>

                                      -18-

          (w) The Phase IV human clinical trials conducted by or on behalf of
     the Company or in which the Company has participated relating to Esclim are
     the only human clinical trials currently being conducted by or on behalf of
     the Company, and, to the best of the Company's knowledge, such trials were,
     and, if still pending, are being, conducted in accordance with experimental
     protocols, procedures and controls pursuant to accepted professional
     scientific standards. Other than as set forth on Schedule 6W, the Company
     has no knowledge of any studies or tests, the results of which call into
     question the results of the clinical trials providing the basis for
     approval of any of its products or Vaniqa. Other than as set forth on
     Schedule 6W, the Company has not received any notices or correspondence
     from the FDA or any other governmental agency requiring the termination,
     suspension or modification of any clinical trials conducted by, or on
     behalf of, the Company or in which the Company has participated or that
     otherwise relate to its products or Vaniqa. All human clinical trials
     previously conducted by or on behalf of the Company, while conducted by or
     on behalf of the Company, were conducted in accordance with experimental
     protocols, procedures and controls pursuant to accepted professional
     scientific standards.

          (x) There are no legal or governmental proceedings (including, without
     limitation, proceedings before the FDA), nor are there any contracts or
     other documents that would be required to be disclosed pursuant to the
     Exchange Act that are not so disclosed.

          (y) The relationships of the Company and its Subsidiaries with
     suppliers, sales representatives, customers and others having business
     relationships with them are generally satisfactory, and there is no
     indication of any intention by any party thereto to terminate or modify the
     terms of any such relationship. Without limiting the generality of the
     foregoing, no supplier has notified or otherwise indicated to the Company
     or any of its Subsidiaries that it intends to stop, or decrease the rate
     of, or, other than publicly announced generally applicable price increases,
     materially increase the cost of, its supply of materials, products or
     services used by the Company and its Subsidiaries, and no supplier has,
     since January 1, 2002, ceased materially decreased the rate of, or
     materially raised the cost of, any such materials, products or services.

          (z) All contracts that are material to the conduct of the Company's
     business (including without limitation all supply contracts) constitute
     legal, valid and binding obligations of the Company and, to the best
     knowledge of the Company, each of the other parties thereto and are
     enforceable against the Company and, to the best knowledge of the Company,
     each of the other parties thereto in accordance with their terms, subject
     to the Enforceability Exceptions and, to the extent any such contracts
     contain indemnification or contribution provisions, subject to limitations
     under federal and state securities laws and public policy considerations,
     and no act, omission or course of conduct has occurred that would impair
     the enforceability of any such

<PAGE>

                                      -19-

     material contract against the other party or parties thereto. As regards
     such material contracts, the Company (A) is not in default (nor is there
     any event which with notice or lapse of time or both would constitute a
     default), and (B) has not received notification (i) that any such material
     contract is about to be terminated or otherwise modified (ii) alleging that
     the Company or any employee thereof has breached any obligation under, or
     violated any term of, any such material contract.

          (aa) The Company and its Subsidiaries have good and marketable title
     to all real property described in the Company's filings under the Exchange
     Act as being owned by them and good and marketable title to the leasehold
     estate in the real property described therein as being leased by them, free
     and clear of all liens, charges, encumbrances or restrictions, except, in
     each case, such as could not, individually or in the aggregate, have a
     Material Adverse Effect. All leases, contracts and agreements, including
     those referred to in the Exchange Act Documents, to which the Company or
     any of its Subsidiaries is a party or by which any of them is bound are
     valid and enforceable against the Company or any such Subsidiary, are, to
     the knowledge of the Company, valid and enforceable against the other party
     or parties thereto and are in full force and effect subject, in each case,
     to the Enforceability Exceptions except as could not, individually or in
     the aggregate, have a Material Adverse Effect.

          (bb) The Company and its Subsidiaries have filed all necessary
     federal, state and foreign income and franchise tax returns, except where
     the failure to so file such returns could not, individually or in the
     aggregate, have a Material Adverse Effect, and have paid all taxes shown as
     due thereon; and other than tax deficiencies which the Company or any
     Subsidiary is contesting in good faith and for which adequate reserves have
     been provided in accordance with GAAP, there is no tax deficiency that has
     been asserted against the Company or any Subsidiary that could,
     individually or in the aggregate, have a Material Adverse Effect.

          (cc) (i) Immediately after the consummation of the Vaniqa Acquisition
     and the other transactions contemplated by this Agreement, the other
     Documents and the Transaction Documents, the fair value and present fair
     saleable value of the assets of each of the Company and its Subsidiaries
     will exceed the sum of their stated liabilities and identified contingent
     liabilities; and (ii) the Company and its Subsidiaries are not, nor will
     they be, after giving effect to the execution, delivery and performance of
     this Agreement, the other Documents and the Transaction Documents, and the
     consummation of the Vaniqa Acquisition and the other transactions
     contemplated hereby and thereby, (a) left with unreasonably small capital
     with which to carry on their business as it is proposed to be conducted,
     (b) unable to pay their debts (contingent or otherwise) as they mature or
     (c) otherwise insolvent.

<PAGE>

                                      -20-

          (dd) Except as could not, individually or in the aggregate, have a
     Material Adverse Effect, (A) each of the Company and its Subsidiaries is in
     compliance with all applicable Environmental Laws (as defined below), (B)
     each of the Company and its Subsidiaries has made all filings and provided
     all notices required under any applicable Environmental Law, and has all
     permits, authorizations and approvals required under any applicable
     Environmental Laws and is in compliance with their requirements, (C) there
     is no civil, criminal or administrative action, suit, demand, claim,
     hearing, notice of violation, investigation, proceeding, notice or demand
     letter or request for information pending or, to the knowledge of the
     Company, threatened against the Company or any of its Subsidiaries under
     any Environmental Law, (D) no lien, charge, encumbrance or restriction has
     been recorded under any Environmental Law with respect to any assets,
     facility or property owned, operated, leased or controlled by the Company
     or any of its Subsidiaries, (E) neither the Company nor any of its
     Subsidiaries have received notice that they have been identified as a
     potentially responsible party under the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or
     any comparable state law, and (F) no property or facility of the Company or
     any of its Subsidiaries is (i) listed or proposed for listing on the
     National Priorities List under CERCLA or (ii) listed in the Comprehensive
     Environmental Response, Compensation and Liability Information System List
     promulgated pursuant to CERCLA, or on any comparable list maintained by any
     state or local governmental authority.

          For purposes of this Agreement, the following terms shall have the
     following meanings: "Environmental Law" means any federal, state, local or
     municipal statute, law, rule, regulation, ordinance, code, policy or rule
     of common law and any judicial or administrative interpretation thereof,
     including any judicial or administrative order, consent decree or judgment
     binding on the Company or its Subsidiaries, relating to pollution or
     protection of the environment or health or safety or any chemical, material
     or substance, that is subject to regulation thereunder. "Environmental
     Claims" means any and all administrative, regulatory or judicial actions,
     suits, demands, demand letters, claims, notices of responsibility,
     information requests, liens, notices of noncompliance or violation,
     investigations or proceedings relating in any way to any Environmental Law.

          (ee) Neither the Company nor its Subsidiaries are, or immediately
     after the Date of Closing will be, required to register as an "investment
     company" or a company "controlled by" an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended.

          (ff) Neither the Company nor its Subsidiaries nor any of such
     entities' directors, officers, employees, agents or controlling persons
     have taken, directly or indirectly, any action designed, or that might
     reasonably be expected, to cause or result,

<PAGE>

                                      -21-

     under the Securities Act or otherwise, in, or that has constituted,
     stabilization or manipulation of the price of the Preferred Stock; provided
     that no representation or warranty is made as to the activities of any
     purchaser of the Preferred Stock or any person acting on such purchaser's
     behalf.

          (gg) Neither the Company, its Subsidiaries nor any of their respective
     Affiliates (as defined in Rule 501(b) of Regulation D under the Securities
     Act) directly, or through any agent, (i) sold, offered for sale, solicited
     offers to buy or otherwise negotiated in respect of any "security" (as
     defined in the Securities Act) which is or could be integrated with the
     sale of the Preferred Stock in a manner that would require the registration
     under the Securities Act of the Preferred Stock or (ii) engaged in any form
     of general solicitation or general advertising (as those terms are used in
     Regulation D under the Securities Act) in connection with the offering of
     the Preferred Stock or in any manner involving a public offering within the
     meaning of Section 4(2) of the Securities Act; provided that no
     representation or warranty is made as to the activities of any purchaser of
     the Preferred Stock or any person acting on such purchaser's behalf.
     Assuming the accuracy of the representations and warranties of the
     Purchasers in Paragraph 7 hereof, the offer and sale of the Preferred Stock
     pursuant to this Agreement are exempt from the registration and prospectus
     delivery requirements of the Securities Act.

          (hh) There is no strike, labor dispute, slowdown or work stoppage with
     the employees of the Company or any of its Subsidiaries which is pending
     or, to the knowledge of the Company or any of its Subsidiaries, threatened.

          (ii) Each of the Company and its Subsidiaries carries insurance in
     such amounts and covering such risks as in its reasonable determination is
     adequate for the conduct of its business and the value of its properties.

          (jj) Each of the Company and its Subsidiaries (i) makes and keeps
     accurate books and records and (ii) maintains internal accounting controls
     which provide reasonable assurance that (A) transactions are executed in
     accordance with management's authorization, (B) transactions are recorded
     as necessary to permit preparation of its financial statements in
     conformity with GAAP and to maintain accountability for its assets, (C)
     access to its assets is permitted only in accordance with management's
     authorization and (D) the reported accountability for its assets is
     compared with existing assets at reasonable intervals.

          (kk) None of the Company, its Subsidiaries, any of their respective
     Affiliates or any person acting on its or their behalf (other than any
     purchaser of the Preferred Stock or any other person acting on such
     purchaser's behalf) has engaged in any directed selling efforts (as that
     term is defined in Regulation S under the Securities Act ("Regulation S"))
     with respect to the Preferred Stock and each of the Company, its

<PAGE>

                                      -22-

          Subsidiaries and their respective Affiliates and any person acting on
          its or their behalf (other than the Purchasers and any other person
          acting on their behalf) has acted in accordance with the offering
          restrictions requirement of Regulation S.

               PARAGRAPH 7. REPRESENTATIONS AND COVENANTS OF THE PURCHASERS.

               (a) Each Purchaser, severally but not jointly, hereby represents
and warrants as to itself as follows:

               (i)   Such Purchaser has all requisite power and authority to
          execute, deliver and perform its obligations under this Agreement.
          This Agreement has been duly and validly authorized by such Purchaser,
          and, when executed and delivered by such Purchaser, will constitute a
          valid and legally binding agreement of such Purchaser, enforceable
          against such Purchaser in accordance with its terms, except as may be
          limited by the Enforceability Exceptions.

               (ii)  The Preferred Stock to be acquired by such Purchaser
          pursuant to this Agreement are being or will be acquired for its own
          account and with no intention of distributing or reselling such
          securities or any part thereof in any transaction that would be in
          violation of the securities laws of the United States of America, or
          any state, without prejudice, however, to its right at all times to
          sell or otherwise dispose of all or any part of the Preferred Stock,
          under an effective registration statement under the Securities Act, or
          under an exemption from such registration available under the
          Securities Act, and subject, nevertheless, to the disposition of its
          property being at all times within its control. If such Purchaser
          should in the future decide to dispose of any of the Preferred Stock,
          such Purchaser understands and agrees that it may do so only in
          compliance with the Securities Act and applicable state securities
          laws, as then in effect.

               (iii) Such Purchaser acknowledges that investment in the
          Preferred Stock involves a high degree of risk, and represents that it
          is able to hold the Preferred Stock, and securities which may underlie
          them, for an indefinite period of time and to suffer a complete loss
          of its investment.

               (iv)  Such Purchaser is an "accredited investor" as such term is
          defined in Rule 501 under the Securities Act.

               (v)   Each Purchaser is a United States person (as defined by
          Section 7701(a)(30) of the IRC) (a "U.S. Person").

               (b)   Each Purchaser understands and acknowledges to the Company
          that:

<PAGE>
                                      -23-

               (i)   the offering and sale of the Preferred Stock is intended to
          be exempt from registration under the Securities Act by virtue of the
          provisions of Section 4(2) of the Securities Act;

               (ii)  there is no existing public or other market for the
          Preferred Stock and there can be no assurance that such Purchaser will
          be able to sell or dispose of its Preferred Stock;

               (iii) it is aware that federal and state securities laws prohibit
          any person who has material non-public information about an issuer
          from purchasing or selling securities of such issuer or from
          communicating such information to any other person under circumstances
          in which it is reasonably foreseeable that such person is likely to
          purchase or sell such securities; provided, however, that an affiliate
          of any Purchaser may buy or sell securities of the Company so long as
          such affiliate has not has access to any material non-public
          information; and

               (iv)  the Projections are not to be viewed as facts, actual
          results may differ from such statements, and the differences may be
          material.

               (c)   Each Purchaser covenants to the Company that if it offers,
     sells or otherwise transfers, pledges or hypothecates all or any part of
     the Preferred Stock (other than pursuant to an effective registration
     statement under the Securities Act or pursuant to Rule 144 or, in the case
     of the Notes only, Rule 144A), it shall deliver to the Company (i) a
     written opinion of counsel reasonably satisfactory to the Company (who may
     be in-house or special counsel), reasonably satisfactory in form and
     substance to the Company, that an exemption from the registration
     requirements of the Securities Act and applicable state securities laws is
     available; provided, however, that such an opinion is not required in the
     event that any holder of Preferred Stock pledges Preferred Stock held by
     it, in whole or in part, to its lenders or securityholders, or any trustee
     or agent therefor, or transfers Preferred Stock held by it to any entity
     formed for the purpose of holding the Preferred Stock and/or other
     securities held by such holder; and (ii) a letter to the Company from the
     proposed transferee stating (A) whether the proposed transferee is a U.S.
     Person and (B) if such proposed transferee is not a U.S. Person,
     acknowledging that the Company may withhold amounts with respect to the
     Preferred Stock to the extent required by the IRC. Upon original issuance
     thereof, and until such time as the same is no longer a Restricted
     Security, each certificate evidencing the Preferred Stock (and all
     securities issued in exchange therefor or substitution thereof) shall bear
     a legend in substantially the following form:

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
          ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
          REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
          OF 1933 (THE "ACT"), AND THE SHARES OF PREFERRED STOCK
          EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR

<PAGE>

                                      -24-

               OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
               OR AN APPLICABLE EXEMPTION THEREFROM.

               PARAGRAPH 8.  DEFINITIONS.

               For the purpose of this Agreement, the following terms shall have
     the meanings specified with respect thereto below (such meanings to be
     equally applicable to both the singular and plural forms of the terms
     defined):

               "Accreted Stated Value" shall equal the stated value of a share
     of Preferred Stock, as accreted through the date of calculation.

               "Affiliate" shall mean, with respect to any specified Person, any
     other Person directly or indirectly controlling or controlled by or under
     direct or indirect common control with such specified Person, including,
     but not limited to, any holder of 10% or more of the voting securities of
     any Person. For the purposes of this definition, "control" when used with
     respect to any specified Person means the power to direct the management
     and policies of such Person, directly or indirectly, whether through the
     ownership of voting securities, by contract or otherwise; and the terms
     "controlling" and "controlled" have meanings correlative to the foregoing.

               "Attributable Indebtedness" means, with respect to any Sale and
     Leaseback Transaction, as at the time of determination, the greater of (1)
     the fair market value of the property subject to such arrangement and (2)
     the present value of the total obligations of the lessee for rental
     payments during the remaining term of the lease included in such Sale and
     Leaseback Transaction (including any period for which such lease has been
     extended). Such present value shall be calculated using a discount rate
     equal to the rate of interest implicit in such transaction, determined in
     accordance with GAAP.

               "Board of Directors" means, with respect to any Person, the
     Board of Directors, management committee, or reasonable equivalent thereof,
     as the case may be, of such Person or any committee of the Board of
     Directors, management committee, or reasonable equivalent thereof, as the
     case may be, of such Person duly authorized, with respect to any particular
     matter, to exercise the power of the Board of Directors, management
     committee, or reasonable equivalent thereof, as the case may be, of such
     Person.

               "Business Day" shall mean any day other than a Saturday, a Sunday
     or a day on which commercial banks in New York, New York are required or
     authorized to be closed.

               "Capital Expenditure" means any amount paid or incurred in
     connection with the purchase of real estate, plant, machinery or equipment,
     the transfer of technology or other similar expenditure (including all
     renewals, improvements and replacements thereto, and all

<PAGE>

                                      -25-

     obligations under any lease of any of the foregoing) which would be
     required to be capitalized and shown on the consolidated balance sheet of
     the Company in accordance with GAAP.

               "Capital Lease" shall mean any lease of Property which in
     accordance with GAAP would be capitalized on the lessee's balance sheet.

               "Capital Stock" means, with respect to any Person, any and all
     shares, interests, participations or other equivalents (however designated)
     of corporate stock or membership interests, as the case may be, including
     each class of common stock and preferred stock of such Person.

               "Capitalized Lease Obligations" means with respect to any Person,
     Indebtedness represented by obligations under a lease that is required to
     be capitalized for financial reporting purposes in accordance with GAAP,
     and the amount of such Indebtedness shall be the capitalized amount of such
     obligations determined in accordance with GAAP.

               "Certificate of Designation" means the Certificate of Designation
     of the Preferred Stock as filed with the Secretary of State of the State of
     Delaware and in substantially the form set forth as Exhibit B hereto.

               "Closing" and "Date of Closing" shall have the meaning specified
     in Paragraph 2.

               "Collateral" shall mean all the rights and interests related to
     Vaniqa acquired by the Company in connection with the Transaction.

               "Debt" or "Indebtedness" means (without duplication), with
     respect to any Person, any indebtedness at any time outstanding, secured or
     unsecured, contingent or otherwise, which is for borrowed money (whether or
     not the recourse of the lender is to the whole of the assets of such Person
     or only to a portion thereof), or evidenced by bonds, notes, debentures or
     similar instruments or representing the balance deferred and unpaid of the
     purchase price of any property (excluding, without limitation, any balances
     that constitute subscriber advance payments and deposits, accounts payable
     or trade payables, and other accrued liabilities arising in the ordinary
     course of business) if and to the extent any of the foregoing indebtedness
     would appear as a liability upon a balance sheet of such Person prepared in
     accordance with GAAP, and shall also include, to the extent not otherwise
     included:

               (1) any Capitalized Lease Obligations of such Person;

               (2) obligations secured by a Lien to which the property or assets
          owned or held by such Person are subject, whether or not the
          obligation or obligations secured thereby shall have been assumed;

<PAGE>

                                      -26-

               (3)  guarantees of Indebtedness of other Persons which would be
          included within this definition for such other Persons (whether or not
          such items would appear upon the balance sheet of the guarantor);

               (4)  all obligations (including contingent obligations) for the
          reimbursement of any obligor on any letter of credit, banker's
          acceptance or similar credit transaction;

               (5)  Disqualified Capital Stock of such Person or any Subsidiary
          thereof;

               (6)  Attributable Indebtedness with respect to any Sale and
          Leaseback Transaction; and

               (7)  obligations of any such Person under any currency agreement
          or any Interest Rate Agreement applicable to any of the foregoing (if
          and to the extent such currency agreement or Interest Rate Agreement
          obligations would appear as a liability upon a balance sheet of such
          Person prepared in accordance with GAAP).

               The amount of Indebtedness of any Person at any date shall be the
     outstanding balance at such date of all unconditional obligations as
     described above and, with respect to contingent obligations, the maximum
     liability upon the occurrence of the contingency giving rise to the
     obligation; provided that Indebtedness shall not include any liability for
     federal, state, local or other taxes. Notwithstanding any other provision
     of the foregoing definition, any trade payable arising from the purchase of
     goods or materials or for services obtained in the ordinary course of
     business shall not be deemed to be Indebtedness of the Company or any of
     its Subsidiaries for purposes of this definition. Furthermore, guarantees
     of (or obligations with respect to letters of credit supporting)
     Indebtedness otherwise included in the determination of such amount shall
     also not be included.

               "Disqualified Capital Stock" shall mean any Capital Stock which,
     which, by its terms (or by the terms of any security into which it is
     convertible or for which it is exchangeable at the option of the holders),
     or upon the happening of any event, matures or is mandatorily redeemable,
     pursuant to a sinking fund obligation or otherwise, or is redeemable at the
     sole option of the holder thereof, in whole or in part, on or prior to the
     final maturity date of the Preferred Stock for cash or securities
     constituting Debt.

               "Documents" shall mean this Agreement, the Certificate of

     Designation, the Security Documents and the Registration Rights Agreement.

               "ERISA" shall mean the Employee Retirement Income Security Act of

     1974, as amended from time to time, together with all rules and regulations
     promulgated with respect thereto.

<PAGE>

                                      -27-

               "Esclim" shall mean the estrogen patch system for which the
     Company acquired rights to market, use, distribute and sell in the United
     States and Puerto Rico from Laboratoires Fournier S.A., as described in the
     Exchange Act Documents.

               "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

               "Exchange Act Documents" means the Company's Annual Report on
     Form 10-K for the Fiscal Year ended December 31, 2001 and its Quarterly
     Report on Form 10-Q for the quarterly period ended March 31, 2002.

               "Fiscal Year" means each annual accounting period of the Company
     ending on December 31 of each calendar year.

               "GAAP" shall mean United States generally accepted accounting
     principles as they may be amended as of the Date of Closing.

               "Interest Rate Agreement" means, with respect to any Person, any
     interest rate swap agreement, interest rate cap agreement, interest rate
     collar agreement or other similar agreement designed to protect the party
     indicated therein against fluctuations in interest rates.

               "IRC" shall mean the Internal Revenue Code of 1986, as amended.

               "IRS" shall mean the Internal Revenue Service.

               "Lien" shall mean, as to any Person, any mortgage, lien, pledge,
     adverse claim, charge, security interest or other encumbrance in or on, or
     interest of title of any vendor, lessor, lender or other secured party to
     or of the Person under a conditional sale or other title retention
     agreement or Capital Lease with respect to, any Property or asset of such
     Person, or the signing or filing of a financing statement which names such
     Person as debtor, or the signing of any security agreement authorizing any
     other party as the secured party thereunder to file any financing
     statement.

               "Material Adverse Effect" shall mean, with respect to the Company
     and its Subsidiaries, a material adverse effect on (a) the business,
     condition (financial or otherwise), properties, results of operations or
     prospects of the Company and its Subsidiaries, taken as a whole, or (b) the
     validity or enforceability of, or the ability of the Company to perform its
     obligations under, this Agreement or any of the other Documents, or the
     rights or remedies of a Purchaser or the Collateral Agent hereunder or
     thereunder.

               "Notes" means the Senior Secured Notes due September 30, 2005
     issued in connection with the Transaction.

<PAGE>

                                      -28-

                "Person" shall mean and include an individual, corporation,
partnership, trust or trustee thereof, estate or executor thereof,
unincorporated organization or joint venture, court or governmental unit or any
agency or subdivision thereof, or any other legally recognizable entity.

                "Preferred Stock" means the Senior Convertible Redeemable
Preferred Stock, Series A of the Company to be issued on the Date of Closing as
part of the financing of the Vaniqa Acquisition.

                "Projections" shall mean the financial projections concerning
the Company delivered to the Purchasers by the Company pursuant to Paragraph
3A(xii).

                "Property" shall mean any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

                "Purchasers" shall have the meaning set forth in the
introductory paragraph of this Agreement and shall include their successors and
assigns.

                "Registration Rights Agreement" shall mean the Registration
Rights Agreement relating to the Preferred Stock dated as of the date hereof by
and between the Company and the Purchasers.

                "Required Holders" shall mean the holders of at least 66 2/3% of
the aggregate Accreted Stated Value of the Preferred Stock from time to time
outstanding.

                "Restricted Security" shall mean any share of Preferred Stock
upon original issuance thereof, and at all times subsequent thereto until, in
the case of any such share of Preferred Stock, (A) it has been effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering it, or (B) it is sold pursuant to Rule 144 or
becomes eligible for resale under Rule 144(k).

                "Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing by the Company or any Subsidiary of the Company
of any real or tangible personal property, which property has been or is to be
sold or transferred by the Company or such Subsidiary to such Person in
contemplation of such leasing.

                "Securities Act" shall mean the Securities Act of 1933, as
amended.

                "Securities and Exchange Commission" shall mean the Securities
and Exchange Commission of the United States.

                "Security Documents" means the Security Agreement and the
Intercreditor Agreement in substantially the form as set forth as Exhibits C-1
and C-2 hereto.

<PAGE>

                                      -29-

                "Subsidiary" shall mean any corporation or other entity of which
a Person owns, directly or indirectly, that number of shares of Voting Stock
which has the power to elect a majority of the Board of Directors or other
governing body.

                "Taxes" shall mean all taxes, assessments, fees and other
charges including, without limitation, withholding taxes, penalties, and
interest.

                "Total Indebtedness" means, of any Person, as of the date of
determination, all Indebtedness of such Person which, in accordance with GAAP,
would be included as indebtedness on a consolidated balance sheet of such Person
at such date. For the avoidance of doubt, the Preferred Stock shall not be
considered part of Total Indebtedness.

                "Transaction" shall mean the Vaniqa Acquisition and the
financing thereof.

                "Transaction Documents" shall mean each agreement entered into
in connection with the Transaction.

                "Transferee" shall mean any direct or indirect transferee of all
or any part of any share of Preferred Stock purchased under this Agreement.

                "UCC" means the Uniform Commercial Code as in effect in any
applicable jurisdiction.

                "Vaniqa" shall mean VANIQA(R) (eflornithine hydrochloride)
Cream, 13.9%.

                "Vaniqa Acquisition" shall mean the acquisition by the Company
of Vaniqa and related assets from Westwood-Squibb Colton Holdings Partnership,
the Gillette Company and Bristol-Myers Squibb Company, for approximately $38.3
million.

                "Voting Stock" shall mean, with respect to any corporation or
other Person, as the case may be, any shares of Capital Stock of any class or
classes of such corporation or other Person, as the case may be, whose holders
are entitled under ordinary circumstances to vote for the election of directors
of such corporation or other Person, as the case may be, or persons performing
similar functions (irrespective of whether or not at the time Capital Stock of
the class or any other class or classes shall have or might have special voting
power or rights by reason of the happening of any contingency).

                "Warrants" means the Warrants issued in connection with the
Transaction.

                Unless otherwise specified or the context otherwise requires,
all phrases used herein that have a specific meaning under GAAP shall have their
meaning under GAAP.

<PAGE>

                                      -30-

                PARAGRAPH 9. MISCELLANEOUS.

                9A. Preferred Stock Payments. So long as each Purchaser shall
hold any share of Preferred Stock, the Company will make any cash payments in
accordance with terms of the Certificate of Designation, by wire transfer of
immediately available funds for credit (not later than 1:00 p.m., New York time,
on the date due) to the account or accounts as specified in the signature pages
hereto, or such other account or accounts in the United States as such Purchaser
may designate in writing, notwithstanding any contrary provision herein or in
any Note with respect to the place of payment. Each Purchaser agrees that,
before disposing of any share of Preferred Stock, such Purchaser will make a
notation thereon (or on a schedule attached thereto) of all dividend payments
previously made thereon, if any, and of the date to which the dividend thereon
has been paid. The Company agrees to afford the benefits of this Paragraph 9A to
any Transferee which shall have made the same agreement as each Purchaser has
made in this Paragraph 9A.

                9B. Expenses. The Company agrees, whether or not the
transactions contemplated hereby shall be consummated, to pay, and save each
Purchaser and any Transferee harmless against liability for the payment of, all
reasonable out-of-pocket expenses arising in connection with such transactions,
including (i) all fees and expenses of the Purchasers' counsel in connection
with this Agreement and the transactions contemplated hereby, (ii) all document
production and duplication charges and the reasonable fees and expenses of any
counsel engaged by such Purchaser or such Transferee in connection with any
subsequent proposed modification of, or proposed consent under, this Agreement,
whether or not such proposed modification shall be effected or proposed consent
granted, and (iii) the costs and expenses, including reasonable attorneys' fees,
incurred by such Purchaser or such Transferee in enforcing (or determining
whether or how to enforce) any rights under this Agreement, the Certificate of
Designation or the other Documents or in responding to any subpoena or other
legal process or informal investigative demand issued in connection with this
Agreement or the transactions contemplated hereby or by reason of such
Purchaser's or such Transferee's having acquired any share of Preferred Stock,
including without limitation costs and expenses incurred in any bankruptcy case.
The obligations of the Company under this Paragraph 9B shall survive the
transfer of any share of Preferred Stock or portion thereof or interest therein
by each Purchaser or any Transferee and any payment in connection with any share
of Preferred Stock.

                9C. Consent to Amendments. This Agreement may be amended, and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by them, if the Company shall obtain the written
consent to such amendment, action or omission to act, of the Required Holders
except that, without the written consent of each holder, no amendment to this
Agreement shall

<PAGE>

                                      -31-

                (a)  reduce the amount of Preferred Stock whose holders must
         consent to an amendment, supplement or waiver to this Agreement or the
         Certificate of Designation;

                (b)  reduce the rate of or change the time for payment of
         accretion or dividends, including defaulted dividends, on any share of
         Preferred Stock;

                (c)  reduce Accreted Stated Value of or accretion or dividend
         rate of or change the stated mandatory redemption date of any share of
         Preferred Stock or reduce the redemption price thereof;

                (d)  make any share of Preferred Stock payable in money other
         than that stated in the Certificate of Designation or change the place
         of payment from New York, New York;

                (e)  waive a default on the payment of the Accreted Stated Value
         of, dividend on, or redemption payment with respect to any share of
         Preferred Stock;

                (f)  make any change in the provisions of this Agreement or the
         Certificate of Designation protecting the right of each holder of
         Preferred Stock to receive payment of the Accreted Stated Value of and
         dividend on such share of Preferred Stock on or after the due date
         thereof or to bring suit to enforce such payment, or permitting holders
         of a majority of Accreted Stated Value at the mandatory redemption date
         of Preferred Stock to waive Defaults or Events of Default;

                (g)  amend, change or modify in any material respect the
         obligation of the Company to redeem all or a portion of the Preferred
         Stock in the event of a Change in Control (as defined in the
         Certificate of Designation) or modify any provisions or definitions
         with respect thereto; or

                (h)  modify or change any provision of this Agreement or the
         related definitions affecting the ranking of the Preferred Stock in a
         manner which adversely affects the holders of Preferred Stock.

                Subject to the Certificate of Designation, each holder of any
share of Preferred Stock at the time or thereafter outstanding shall be bound by
any consent authorized by this Paragraph 9C, whether or not such share of
Preferred Stock shall have been marked to indicate such consent, but any
Preferred Stock issued thereafter may bear a notation referring to any such
consent. No course of dealing between the Company and the holder of any share of
Preferred Stock nor any delay in exercising any rights hereunder or under any
share of Preferred Stock shall operate as a waiver of any rights of any holder
of such share of Preferred Stock. As used herein and in the Certificate of
Designation, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

<PAGE>

                                      -32-

                9D. Form, Registration, Transfer and Exchange of Preferred
Stock; Lost Preferred Stock. The Preferred Stock are issuable as registered
shares of Preferred Stock in denominations of at least $1,000, except as may be
necessary to reflect any Accreted Stated Value not evenly divisible by $1,000.
The Company shall keep at its principal office a register in which the Company
shall provide for the registration of Preferred Stock and of transfers of
Preferred Stock. Upon surrender for registration of transfer of any share of
Preferred Stock at the principal office of the Company, the Company shall, at
its expense, execute and deliver one or more new shares of Preferred Stock of
the like tenor and of a like aggregate Accreted Stated Value or number,
registered in the name of such transferee or transferees; provided, that in no
event will the Company be required to register for transfer or execute and
deliver new shares of Preferred Stock in connection with any transfer of less
than 100 shares unless the transferee thereof is a registered holder of
Preferred Stock at the time of such transfer or the amount to be transferred
represents the entire Accreted Stated Value of Preferred Stock registered in the
name of the transferor. At the option of the holder of any share of Preferred
Stock, such share may be exchanged for other Preferred Stock of like tenor and
of any authorized denominations, of a like aggregate Accreted Stated Value or
number, upon surrender of the share of Preferred Stock to be exchanged at the
principal office of the Company. Whenever any shares of Preferred Stock are so
surrendered for exchange, the Company shall, at its expense, execute and deliver
the shares of Preferred Stock which the holder making the exchange is entitled
to receive. Every share of Preferred Stock surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer duly executed by the holder of such share of Preferred
Stock or such holder's attorney duly authorized in writing. Any share of
Preferred Stock issued in exchange for any share of Preferred Stock or upon
transfer thereof shall carry the rights to unpaid dividends to accrue which were
carried by the share of Preferred Stock so exchanged or transferred, so that
neither gain nor loss of interest shall result from any such transfer or
exchange. Upon receipt of written notice from the holder of any share of
Preferred Stock of the loss, theft, destruction or mutilation of such share of
Preferred Stock and, in the case of any such loss, theft or destruction, upon
receipt of such holder's unsecured indemnity agreement, or in the case of any
such mutilation upon surrender and cancellation of such share of Preferred
Stock, the Company will make and deliver a new share of Preferred Stock, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated share of Preferred
Stock.

                9E. Persons Deemed Owners; Participations. Prior to due
presentment for registration of transfer, the Company may treat the Person in
whose name any share of Preferred Stock is registered as the owner and holder of
such share of Preferred Stock for the purpose of receiving any redemption or
dividend payment on such share of Preferred Stock and for all other purposes
whatsoever, whether or not such share of Preferred Stock shall be overdue, and
the Company shall not be affected by notice to the contrary.

                9F. Survival of Representations and Warranties; Entire
Agreement. All representations and warranties contained herein or made in
writing by or on behalf of the

<PAGE>

                                      -33-

                Company or any Purchaser in connection herewith shall survive
the execution and delivery of this Agreement, the Certificate of Designation and
the Documents and the transfer by any Purchaser of any share of Preferred Stock
or portion thereof or interest therein, and may be relied upon by any
Transferee, regardless of any investigation made at any time by or on behalf of
any Purchaser or any Transferee. Subject to the preceding sentence, this
Agreement and the other Documents embody the entire agreement and understanding
between the Purchasers and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

                9G. Successors and Assigns. All covenants and other agreements
in this Agreement contained by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto (including, without limitation, any Transferee) whether so
expressed or not.

                9H. Disclosure to Other Persons. The Company acknowledges that
the holder of any share of Preferred Stock may deliver copies of any financial
statements and other documents delivered to such holder, and disclose any other
information disclosed to such holder, by or on behalf of the Company or any of
its Subsidiaries in connection with or pursuant to this Agreement to (i) such
holder's directors, officers, employees, agents and professional consultants,
(ii) any other holder of any share of Preferred Stock, (iii) any Person to which
such holder offers to sell such share of Preferred Stock or any part thereof,
(iv) any Person from which such holder offers to purchase any security of the
Company, (v) any federal or state regulatory authority having jurisdiction over
such holder or proposed purchase of a share of Preferred Stock or interest
therein, (vi) the National Association of Insurance Commissioners or any similar
organization or (vii) any other Person to which such delivery or disclosure may
be necessary or appropriate (a) in compliance with any law, rule, regulation or
order applicable to such holder, (b) in response to any subpoena or other legal
process or informal investigative demand or (c) in connection with any
litigation to which such holder is a party; provided that, in respect of (i)
through (vii), there shall be no violation of applicable securities laws and, in
respect of (i), (iii), (iv) and (vii)(c), the Person to whom such information is
disclosed shall be apprised of the confidential nature of such information and
shall agree with the Company to keep such information confidential.

                9I. Notices. All notices or other communications provided for
hereunder shall be in writing and sent by first class mail or overnight delivery
service (with charges prepaid) and (i) if to a Purchaser, addressed to such
Purchaser at the address specified for such communications on the signature
pages hereof, or at such other address as such Purchaser shall have specified to
the Company in writing, (ii) if to any other holder of any share of Preferred
Stock, addressed to such other holder at such address as such other holder shall
have specified to the Company in writing or, if any such other holder shall not
have so specified an address to the Company, then addressed to such other holder
in care of the last holder of such share of Preferred Stock which shall have so
specified an address to the Company and (iii) if to the

<PAGE>

                                      -34-

Company, addressed to it at 12220 El Camino Real, Suite 400, San Diego, CA
92130, Attention: Chief Financial Officer, or at such other address as the
Company shall have specified to the holder of each share of Preferred Stock.

                9J. Payments Due on Non-Business Days. Anything in this
Agreement or the Certificate of Designation to the contrary notwithstanding, any
payment of interest or any redemption payment on any share of Preferred Stock
that is due on a date other than a Business Day shall be made on the next
succeeding Business Day. If the date for any payment is extended to the next
succeeding Business Day by reason of the preceding sentence, the period of such
extension shall be included in the computation of the dividend payable on such
Business Day.

                9K. Satisfaction Requirement. If any agreement, certificate or
other writing, or any action taken or to be taken, is by the terms of this
Agreement required to be satisfactory to the Required Holders, the determination
of such satisfaction shall be made by the Required Holders in the sole and
exclusive judgment (exercised in good faith) of the Person or Persons making
such determination.

                9L. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS. This Agreement may be changed only by an agreement in writing signed by
the party against whom enforcement of any waiver, change, modification or
discharge is sought.

                9M. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                9N. Descriptive Headings. The descriptive headings of the
several paragraphs of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.

                9O. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one instrument.

<PAGE>

                If you are in agreement with the foregoing, please sign the form
of acceptance below or on the enclosed counterpart of this letter and return the
same to the Company, whereupon this letter shall become a binding agreement
between the Company and you.

                                         Very truly yours,

                                         WOMEN FIRST HEALTHCARE, INC.


                                         By:         /s/ Charles M. Caporale
                                              ----------------------------------
                                              Name:   Charles M. Caporale
                                              Title:  Chief Financial Officer

<PAGE>

                                                                       Exhibit F

                      SIGNATURE PAGE TO PURCHASE AGREEMENT

Accepted and Agreed as of the
date first above written:

CIBC WMC INC.


By:       /s/ T. Worsley
  --------------------------------------
    Name:  Todd Worsley
    Title: Managing Director

<PAGE>

                                      -2-

Accepted and Agreed as of the
date first above written:

GREENLEAF CAPITAL, L.P.

By:    GreenLeaf GP, L.L.C.
       its General Partner

By:       /s/ Michael R. Stone
   -----------------------------
   Name:  Michael R. Stone
   Title: Member and Manager

BROAD STREET ASSOCIATES LLC



By: :     /s/ Kevin J. Curley
   -----------------------------
    Name:  Kevin J. Curley
    Title: Attorney-in-Fact