##### 



Exhibit 10.6
 The confidential portions of this exhibit have been filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment request in
accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.
 MANUFACTURING AND SUPPLY AGREEMENT
 Agreement SOLVAY JDS
  ARTICLE I  DEFINITIONS
  Act
 Additional Purchase Price Section
2.4(b)
 Affiliate
 Agreement
 Asset Purchase Agreement
 cGMP
 Claims Section 5.1
 Confidential Information Section 7.1




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Contract Quarter
 Contract Year
 FDA
 Force Majeure Event Section 9.1
 Form Section 2.3
 Indemnitee Section 5.3
 Indemnitor Section 5.3
 Labeling
 Labeling Specifications Exhibit B
 Law
 Manufacturing Standards
 Net Sales Section 2.4(b)(iii)
 Nonconformance Section 2.7(c)
 PPI Section 2.4(c)
 Product Exhibit A ®
 Product Specifications Exhibit C
 2




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Regulatory Authority
 Regulatory Change Section 9.2
 Regulatory Standards
 Sales Year Section 2.4(b)
 SOLVAYs Shipping Point
 Specifications
 Standard Cost Section 2.4(c)
 ARTICLE II  SUPPLY
 Generally Exhibit D
 Forecasts
 Initial Forecast
 Subsequent Forecasts
 Purchase Orders Section 2.2(a)
 3




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provided however Form
 Pricing and Payment
 General Price
 Additional Purchase Price Additional Purchase Price
   Net Sales e.g.
 Price Changes
 Other Increases and/or Payments
 4




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Invoicing and Payment
 Books and Records Section 2.4 Section 2.4 Section 2.4
 Delivery
 Generally provided however
 Deviation from Agreed Delivery Time Section
2.2
 Delay in Delivery Article IX
 5




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Priority of Supply
 Labeling and Packaging
 Generally Section 2.2
 Changes Section 2.6(b)
 Stability Testing; Inspection of Product
 Stability Testing
 Certificate of Analysis
 6




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Nonconformance Nonconformance
 Procedure
 Inspection of Facility
 Recalls
 7




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Process Improvements and Development Activities
 ARTICLE III  REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of SOLVAY
 Conformance of Product Section 2.6 Section 2.7(b) Section 5.1 Section 2.7(c) Section 2.7(d) Section
3.3
 Adulteration; Misbranding Section 2.6
 Organization; Standing
 Authorization; Binding Effect
 No Conflict; Consents
 8




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Representations and Warranties of JDS
 Organization; Standing
 Authorization; Binding Effect
 No Conflict; Consents
 Limitations
  SECTION 3.3(C)
   9




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ARTICLE IV  TERM AND TERMINATION
 Term Section 4.2 Section 4.3
 Termination Without Cause; SOLVAY Reserved Right
 By Mutual Agreement
 By SOLVAY provided however
 By JDS
 Alternative Facility
 10




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SOLVAY Reserved Right Section 4.2(b) Section 4.2(d) Section 4.2(e) Section 4.2(e)(iii) Section 4.2(d)
 Termination Upon Material Breach Section 4.3 provided however provided however Section 4.3
 Rights and Duties Upon Termination
 Supply and Purchase of Product provided however
 Purchase of Additional Materials
 11




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Section 2.2
 ARTICLE V  INDEMNIFICATION
 By SOLVAY Section 3.3 Claims
 By JDS
 Procedure Indemnitee Indemnitor
 12




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ARTICLE VI  ADVERSE EVENT REPORTS
  ARTICLE VII  CONFIDENTIALITY
 Generally Confidential Information
 Restriction
 Exceptions Section 7.1 provided however
 13




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ARTICLE VIII  COOPERATION WITH GOVERNMENTAL REQUIREMENTS
  ARTICLE IX  FORCE MAJEURE
 Effects of Force Majeure Force Majeure Event Section 9.4
 Effects of Regulatory Changes Regulatory Change
 Notice
 Limitation
 14




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ARTICLE X  INDEPENDENT CONTRACTORS
  ARTICLE XI  FURTHER ACTIONS
  ARTICLE XII  MISCELLANEOUS
 Notices
  JDS Pharmaceuticals, LLC
158 Mercer Street
New York, NY 10012
Attn: Chairman
  Dornbush Schaeffer Strongin & Weinstein, LLP
747 Third Avenue
New York, NY 10017
Attn: Herschel S. Weinstein, Esq.
Fax: (212) 753-7673
  Solvay Pharmaceuticals, Inc.
901 Sawyer Road
Marietta, GA 30062
Attention: President & CEO
 15




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Solvay Pharmaceuticals, Inc.
901 Sawyer Road
Marietta, GA 30062
Attention: Law Department
Fax: (770) 578-5749
  Entire Agreement
 Amendment
 Waiver of Breach
 Assignability
 Governing Law; Jurisdiction
 Severability
 16




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Publicity
 Survival Section 2.5 Section 2.7 Section 2.9 Section 3 Section 4.4 Article V Article VI Article VII Section 12.6 Section 12.8 Section 12.9
 Headings
 Counterparts
 Execution
 Facsimile Signatures
  17




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SOLVAY PHARMACEUTICALS, INC.By:
    /s/ W. A. LinscottName:
    W. A. LinscottTitle:
    V.P. Law, Gov't + Public Affairs By:
    /s/ Harold H. ShlevinName:
    Harold H. ShlevinTitle:
    President & CEO
 JDS PHARMAECUTICALS, LLCBy:
    SATOW ASSOCIATES, LLCas its sole memberBy:
    /s/ Phillip M. SatowName:
    Phillip M. SatowTitle:
    Manager
    18