<PAGE>
                                MASTER AGREEMENT

                                     between

GALEN (CHEMICALS) LIMITED, 4 Adelaide Street, Dun Laoghaire, Co. Dublin, Ireland
(hereinafter referred to as "GALEN")

                                       and

LEO PHARMA A/S, Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter
referred to as "LEO").

Capitalized terms not otherwise defined herein shall have the meanings set forth
in Article 1.

WHEREAS, LEO has licensed certain rights to its compound Calcipotriene, a
vitamin D analogue with the formula C27H40O3 (the "Compound") to Bristol-Myers
Squibb Company (hereinafter referred to as "BMS") in the United States of
America, its possessions and territories (hereinafter referred to as the
"Territory") and as BMS has marketed this compound in various presentations
under the trademark Dovonex(R) in the Territory for a number a years (the
"Products"); and

WHEREAS, BMS has entered into a co-promotion agreement (the "Co-promotion
Agreement") with GALEN regarding the Products; and

WHEREAS GALEN and BMS have entered into an option agreement (the "Option
Agreement") in which GALEN has options exercisable no sooner than August 1, 2003
(with effect as of 1 January 2004) or later than August 1, 2005 (with effect as
of 1 January 2006) to acquire all of BMS's rights and to assume BMS's
obligations (the "Option") under the agreement dated September 28, 1989 between
BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6, 1992,
April 8, 1993 and as of the date hereof and the Product Supply Agreement between
Bristol-Myers Squibb Company and LEO dated as of April 8, 1993 (each as may be
amended or supplemented by the parties in the future, collectively, the "BMS
Agreements") - a transaction which is described in more detail in the form of an
asset purchase agreement between GALEN and BMS (the "Asset Purchase Agreement");
and


                                       1
<PAGE>
WHEREAS, LEO has given its consent to the grant of co-promotion rights to GALEN
under the Co-promotion Agreement and the grant of the Option to GALEN; and

WHEREAS, LEO recently has developed a new combination product containing both
the Compound and Betamethasone Dipropionate in an ointment which it intends to
market under the trademark Dovobet(R) (the "Combination Product") and has filed
a patent application for the Combination Product and markets the product in
Europe; and

WHEREAS, all rights of BMS to the Combination Product in the Territory have
reverted to LEO; and

WHEREAS, GALEN is interested in financial support of LEO in the development and
Registration of the Combination Product in the Territory as well as
collaborating with LEO regarding the commercialization of the Combination
Product in the Territory.

NOW THEREFORE, the Parties hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

1.1   "AB rated" means, with respect to any Product, a pharmaceutical product
      which is an AB-rated equivalent to the Product, as defined in the 22nd
      edition of Approved Drug Products with Therapeutic Equivalence Evaluations
      issued by the United States Department of Health and Human Services.

1.2   "Action or Proceeding" means any action, suit, proceeding, arbitration or
      Governmental or Regulatory Authority action, notification, investigation
      or audit.

1.3   "Affiliate" means, with respect to any Person, any Person which, directly
      or indirectly, controls, is controlled by, or is under common control
      with, the specified Person. For purposes of this definition, the term
      "control" as applied to any Person, means the possession, directly or
      indirectly, of at least fifty-one per cent (51%) of the power to direct or
      cause the direction of the management of that Person, whether through
      ownership of voting securities or otherwise.

1.4   "Agreement" means this Master Agreement between GALEN and LEO.

1.5   "FDA" means the United States Food and Drug Administration.

1.6   "FD&C Act" means the Federal Food, Drug and Cosmetic Act, as amended, and
      all applicable regulations thereunder.


                                       2
<PAGE>
1.7   "Governmental or Regulatory Authority" means any court, tribunal,
      arbitrator, agency, commission, official or other instrumentality of the
      United States or any relevant country, state, province, county, city or
      other political subdivision.

1.8   "Laws" means all laws, statutes, rules, regulations, ordinances and other
      pronouncements having the effect of law of any Governmental or Regulatory
      Authority.

1.9   "NDA" means a New Drug Application filed with the FDA for any product,
      requesting permission to place a drug on the market in accordance with 21
      C.F.R. Part 314 and all supplements filed pursuant to the requirements of
      the FDA, including all documents, data and other information concerning
      the Products which are necessary for FDA approval to market a product in
      the United States.

1.10" Party" means GALEN or LEO, as the case may be, and "Parties" means GALEN
      and LEO.

1.11  "Person" means any individual, firm, corporation, partnership, limited
      liability company, trust, joint venture, Governmental or Regulatory
      Authority, or other entity or organisation.

1.11  "Registrations" means the authorization to sell the Product in the
      Territory as granted by the FDA or other relevant Governmental or
      Regulatory Authority.

                                    ARTICLE 2

                              OPERATIVE AGREEMENTS

2.1   Simultaneously with the signing of this Agreement the Parties have also
      signed the following agreements (the "Operative Agreements"):

(a)   Development Agreement regarding the development and Registration of the
      Combination Product in the Territory (hereinafter referred to as the
      "Development Agreement"), which is attached to this Agreement as Appendix
      I;

(b)   License and Supply Agreement regarding the marketing of the Products in
      the Territory (hereinafter referred to as the "Dovonex(R) Agreement"),
      which is attached to this Agreement as Appendix II.

(c)   License and Supply Agreement regarding the marketing of the Combination
      Product in the Territory (hereinafter referred to as the "Dovobet(R)
      Agreement"), which is attached to this Agreement as Appendix III.


                                       3
<PAGE>
                                    ARTICLE 3

                              TERM AND TERMINATION

3.1   This Agreement will be effective when signed by both Parties provided that
      the Co-promotion Agreement and the Option Agreement have been signed and
      have come into force and provided also that said agreements do not
      prohibit GALEN from entering into the Dovonex(R) Agreement and the
      Dovobet(R) Agreement. This Agreement will terminate when the Development
      Agreement, the Dovonex(R) Agreement and the Dovobet(R) Agreement are all
      terminated unless earlier terminated in accordance with the terms hereof.

3.2   In the event that one of the Parties hereto materially defaults or
      breaches any of the provisions of this Agreement, the other Party shall
      have the right to terminate this Agreement upon sixty (60) days' written
      notice, provided, however, that if the Party in default within the sixty
      day period referred to, remedies the said default or breach, the Agreement
      shall continue in full force and effect. If this Agreement is terminated,
      the Development Agreement, the Dovonex(R) Agreement and the Dovobet(R)
      Agreement shall automatically terminate.

3.3   In the event of termination of this Agreement GALEN shall not be relieved
      of the duty and obligation to pay in full any payments due and unpaid at
      the effective date of such termination.

3.4   The Operative Agreements will be effective as described below:

      (a) The Development Agreement will be effective as of the date hereof.

      (b) The Dovonex(R) Agreement will be effective when the rights and
      obligations regarding the marketing of the Products have been bought by
      GALEN in accordance with the Option, provided that the Option shall have
      been exercised by GALEN by August 1, 2005.

      (c) The Dovobet(R) Agreement will be effective when Registration for the
      Combination Product is granted in the United States having the attributes
      described in Article 4.1.3(c)(i), provided that both the Development
      Agreement and the Dovonex(R) Agreement have come into force, provided,
      however, that if GALEN decides not to exercise the Option with effect as
      of 1 January 2006 at the latest because (i) the aggregate turnover of the
      Products in the U.S. during the period 1 July 2004 - 30 June 2005, as
      measured by IMSHealth, is equal to or less than U.S.$50,000,000 (fifty
      million dollars) or (ii) on or prior to August 1, 2005 a generic product
      that is AB rated to any Product is approved by the FDA and has become
      commercially available, the Dovobet(R) Agreement will be effective when
      Registration for the Combination Product is granted in the United States
      having the attributes described in Article 4.1.3(c)(i), provided, for
      purposes of subclause (ii) above, that GALEN has not provided assistance
      to the


                                       4
<PAGE>
      holder of the registration for the AB rated product to obtain such
      registration. In such case, and in the event that the Combination Product
      obtains a Registration prior to August 1, 2005 and GALEN has exercised the
      Option but there has not yet been a Closing (as defined in the Option
      Agreement), whether the Dovobet(R) Agreement becomes effective is not
      dependent on whether the Dovonex(R) Agreement has become effective.

3.5   The Operative Agreements will terminate as described in said agreements.

      The consequences of termination with regard to the Operative Agreements
      are regulated separately in these agreements.

                                    ARTICLE 4

                          CONSIDERATION AND MILESTONES

4.1   In consideration of the rights granted to GALEN under this Agreement and
      the Operative Agreements attached as Appendices I-III:

4.1.2 GALEN shall on the same date and immediately after the assignment of the
      BMS Agreements from BMS to GALEN transfer to LEO all of GALEN's rights,
      title and interests in any and all assets relating to the Dovonex(R)
      product including but not limited to rights, title and interest to data,
      studies, technical information, the IND, the NDA, the trademark,
      publications and promotion material as assigned from BMS to GALEN in
      accordance with the Asset Purchase Agreement; and

4.1.3 GALEN has made or shall make the following milestone payments to LEO:

      (a)   USD 2,000,000 (United States Dollars two million) option fee paid
            upon signing of the Heads of Agreement on 17 December 2001;

      (b)   USD 5,000,000 (United States Dollars five million) within thirty
            (30) days following the date hereof; and

      (c)   USD 40,000,000 (United States Dollars forty million) within thirty
            (30) days following the FDA approval of the Registration for the
            Combination Product, provided that:

            (i) at the time of the approval of the Registration the indications
            and dosages in the product labeling and package insert approved by
            FDA is essentially equivalent to the SmPC approved for
            Daivobet(R)/Dovobet(R) in Europe and Canada on the date hereof.
            GALEN recognizes that the daily dosing of Combination Product may be
            once and/or twice daily.

            (ii) LEO is ready and able to supply sufficient commercial
            quantities of the Combination Product to GALEN provided GALEN has
            given timely and firm orders and GALEN has approved and delivered
            the artwork for


                                       5
<PAGE>
            the packages to LEO within thirty days after FDA approval of the
            Registration.

4.2   It is understood that none of the amounts paid pursuant to this Article
      4.1.3 (a), (b) and (c) are refundable.

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

5.1   LEO hereby represents, warrants, covenants and agrees as follows:

            (a) LEO has the corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder, and the execution,
delivery and performance of this Agreement and the Operative Agreements by LEO
have been duly and validly authorized and approved by proper corporate action on
the part of LEO, and LEO has taken all other action required by Law, its
certificate of incorporation, by-laws or any agreement to which it is a party or
to which it may be subject, required to authorize such execution, delivery and
performance. Assuming due authorization, execution and delivery on the part of
GALEN, this Agreement constitutes and, when effective, the Operative Agreements
will each constitute a legal, valid and binding obligation of LEO, enforceable
against LEO in accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws of general application relating to creditors' rights.

            (b) As of the date hereof, the execution and delivery of this
Agreement and the Operative Agreements by LEO and the performance by LEO
contemplated hereunder will not violate any Laws.

            (c) As of the date hereof, neither the execution and delivery of
this Agreement or the Operative Agreement nor the performance hereof or thereof
by LEO requires LEO to obtain any permits, authorizations or consents from any
Governmental or Regulatory Authority (except for FDA approval of the Combination
Product) or from any other Person, and such execution, delivery and performance
will not result in the breach of or give rise to any termination of any
agreement or contract to which LEO may be a party and which relates to Products
and/or Combination Product.

            (d) As of the date hereof, Appendix V contains a correct and
complete list of all patents and patent applications issued or pending in the
Territory relating to the Combination Product which are owned by LEO or its
Affiliates. LEO is the owner of record of all patents and patent applications
listed on Appendix V. To the best knowledge of LEO, the claims included in such
patent and patent applications relate to patentable subject matter, and LEO is
not aware of any reason that such claims would be invalid or would not be
allowed to issue.


                                       6
<PAGE>
            (e) As of the date hereof, to the best knowledge of LEO, the
manufacture, use or sale of the Products or Combination Product does not or
would not infringe any patents of third parties, and, to the best knowledge of
LEO, no third party is infringing in the Territory any of the claims of the
patent or patent applications listed in Appendix V.

            (f) As of the date hereof, there are no Actions or Proceedings
pending against LEO or any of its Affiliates, or, to the knowledge of LEO,
threatened against LEO or any of its Affiliates, at law or in equity, or before
or by any Governmental or Regulatory Authority relating to the Combination
Product in the Territory or any of the matters contemplated under this
Agreement. To the knowledge of LEO, there are no investigations, pending or
threatened against LEO or any of its Affiliates, at law or in equity, or before
or by any Governmental or Regulatory Authority relating to the Products, the
Combination Product or any of the matters contemplated under this Agreement.

            (g) LEO will exercise reasonable diligence to ensure that the NDA
for the Combination Product to be filed with the FDA and all amendments thereto
will be prepared in accordance with all applicable requirements of the FD&C Act.

            (h) LEO has heretofore disclosed to GALEN all material information
known to LEO with respect to the safety and effectiveness of the Combination
Product or human risk factors relating thereto.

            (i) LEO acknowledges that GALEN is relying, and is entitled to rely,
on the foregoing representations, warranties and covenants.

5.2   GALEN hereby represents, warrants, covenants and agrees as follows:

      (a) GALEN has the corporate power and authority to execute and deliver
this Agreement and the Operative Agreements and to perform its obligations
hereunder and thereunder, and the execution, delivery and performance of this
Agreement and the Operative Agreements by GALEN have been duly and validly
authorized and approved by proper corporate action on the part of GALEN, and
GALEN has taken all other action required by Law, its certificate of
incorporation, by-laws or any agreement to which it is a party or to which it
may be subject, required to authorize such execution, delivery and performance.
Assuming due authorization, execution and delivery on the part of LEO, this
Agreement constitutes and the Operative Agreements, when effective will each
constitute, a legal, valid and binding obligation of GALEN, enforceable against
GALEN in accordance with its terms, except as the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws of general application relating to creditors' rights.

      (b) As of the date hereof, the execution and delivery of this Agreement
and the Operative Agreements by GALEN and the performance by GALEN contemplated
hereunder will not violate any Laws.

      (c) As of the date hereof, neither the execution and delivery of this
Agreement and the Operative Agreements nor the performance hereof and


                                       7
<PAGE>
thereof by GALEN requires GALEN to obtain any permits, authorizations or
consents from any Governmental or Regulatory Authority or from any other Person,
and such execution, delivery and performance will not result in the breach of or
give rise to any termination of any agreement or contract to which GALEN may be
a party.

      (d) As of the date hereof, there are no actions, suits, proceedings or
claims, pending against GALEN or any of its Affiliates, or, to the knowledge of
GALEN, threatened against GALEN or any of its Affiliates, at law or in equity,
or before or by any Governmental or Regulatory Authority relating to any of the
matters contemplated under this Agreement. To the knowledge of GALEN, there are
no investigations, pending or threatened against GALEN or any of its Affiliates,
at law or in equity, or before or by any Governmental or Regulatory Authority
relating to the matters contemplated under this Agreement or which would
otherwise materially adversely affect GALEN's ability to perform its obligations
hereunder.

      (e) The Option Agreement does not prohibit GALEN from entering into this
Agreement and the Operative Agreements and after the transfer of the rights to
GALEN in accordance with the Asset Purchase Agreement, BMS will no longer have
the right to market products containing the Compound under the trademark
Dovonex(R) in the Territory.

      (f) GALEN acknowledges that LEO is relying, and is entitled to rely, on
the foregoing representations, warranties and covenants.

                                    ARTICLE 6

                                 CONFIDENTIALITY

6.1   Each Party shall keep the terms of this Agreement and the Operative
      Agreements confidential and shall not disclose the same to any third party
      other than (i) by agreement of the Parties hereto, or (ii) as required by
      Law or stock exchange regulation or an order of a competent Governmental
      or Regulatory Authority; provided that prior to disclosure pursuant to
      (ii) above, the disclosing Party shall - if possible - notify the
      nondisclosing Party sufficiently prior to making such disclosure so as to
      allow the nondisclosing Party adequate time to take whatever action it may
      deem to be appropriate to protect the confidentiality of the information.
      Notwithstanding anything herein to the contrary, any Party to this
      Agreement (and any employee, representative, or other agent of any Party
      to this Agreement) may disclose to any and all persons, without limitation
      of any kind, the tax treatment and tax structure of the transactions
      contemplated by this Agreement and all materials of any kind (including
      opinions or other tax analyses) that are provided to it relating to such
      tax treatment and tax structure. However, any such information relating to
      the tax treatment or tax structure is required to be kept confidential to
      the extent necessary to comply with any applicable federal or state
      securities laws.


                                       8
<PAGE>
6.2   Neither Party shall make any press release or other public announcement or
      other disclosure to third parties relating to this Agreement or the
      Operative Agreements without the prior consent of the other Party, which
      consent shall not be unreasonably withheld, except where required by
      applicable Law; provided that prior to disclosure, the disclosing Party
      shall notify the nondisclosing Party sufficiently prior to making such
      disclosure so as to allow the nondisclosing Party adequate time to take
      whatever action it may deem to be appropriate to protect the
      confidentiality of the information.

                                    ARTICLE 7

                                  ASSIGNABILITY

This Agreement shall be binding upon, and shall inure to the benefit of
successors of the Parties hereto, or to any assignee of all of the goodwill and
entire business assets of a Party hereto relating to pharmaceuticals, but shall
not otherwise be assignable without the prior written consent of the other
Party.

                                    ARTICLE 8

                  AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

8.1   This Agreement shall not be changed or modified orally.

8.2   Any term or condition of this Agreement may be waived at any time by the
      Party that is entitled to the benefit thereof, but no such waiver shall be
      effective unless set forth in a written instrument duly executed by or on
      behalf of the Party waiving such term or condition. No waiver by either
      Party of any term or condition of this Agreement, in any one or more
      instances, shall be deemed to be or construed as a waiver of the same or
      any other term or condition of this Agreement on any future occasion. All
      remedies, either under this Agreement or by Law or otherwise afforded,
      will be cumulative and not alternative.

8.3   If any provision of this Agreement is held to be illegal, invalid or
      unenforceable under any applicable present or future Law, and if the
      rights or obligations of any Party hereto under this Agreement will not be
      materially and adversely affected thereby, (a) such provision will be
      fully severable, (b) this Agreement will be construed and enforced as if
      such illegal, invalid or unenforceable provision had never comprised a
      part hereof, (c) the remaining provisions of this Agreement will remain in
      full force and effect and will not be affected by the illegal, invalid or
      unenforceable provision or by its severance herefrom and (d) in lieu of
      such illegal, invalid or unenforceable provision, the Parties will add as
      a part of this Agreement, a legal, valid and enforceable provision as
      similar in terms to such illegal, invalid or unenforceable provision as
      may be possible.


                                       9
<PAGE>
                                    ARTICLE 9

                           STATUS OF PRIOR AGREEMENTS

This Agreement together with the Development Agreement, the Dovonex(R) Agreement
and the Dovobet(R) Agreement constitute the entire agreement between the Parties
hereto with respect to the within subject matter and supersedes all previous
agreements, whether written or oral.

LEO and GALEN agree that the BMS Agreements will automatically terminate on the
same date and immediately after said agreements are assigned from BMS to GALEN
in accordance with the Asset Purchase Agreement and the termination of the BMS
Agreements and the coming into force of the Dovonex(R) Agreement shall be deemed
to be simultaneous.

                                   ARTICLE 10

                                  FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a
Party to perform its obligations or duties hereunder which is not within the
reasonable control of the Party affected, not due to malfeasance, and which
could not with the exercise of due diligence have been avoided ("Force Majeure")
including, but not limited to, fire, accident, labor difficulty, strike, riot,
civil commotion, act of God, delay or errors by shipping companies or change in
Law shall not excuse such Party from the performance of its obligations or
duties under this Agreement, but shall merely suspend such performance during
the continuation of Force Majeure. The Party prevented from performing its
obligations or duties because of Force Majeure shall promptly notify the other
Party hereto (the "Other Party") of the occurrence and particulars of such Force
Majeure and shall provide the Other Party, from time to time, with its best
estimate of the duration of such Force Majeure and with notice of the
termination thereof. The Party so affected shall use its best efforts to avoid
or remove such causes of non-performance. Upon termination of Force Majeure, the
performance of any suspended obligation or duty shall promptly recommence.
Neither Party shall be liable to the Other Party for any direct, indirect,
consequential, incidental, special, punitive or exemplary damages arising out of
or relating to the suspension or termination of any of its obligations or duties
under this Agreement by reason of the occurrence of Force Majeure. In the event
that Force Majeure has occurred and is continuing for a period of at least six
(6) months, the Other Party shall have the right to terminate this Agreement
upon thirty (30) days' notice.

                                   ARTICLE 11

                         GUARANTEE OF GALEN HOLDINGS PLC

On the date hereof, GALEN shall deliver to LEO the guarantee of Galen Holdings
PLC, its parent company, guaranteeing to LEO the performance of GALEN's


                                       10
<PAGE>
obligations under this Agreement and the Operative Agreements, substantially in
the form of Appendix IV.

                                   ARTICLE 12

                        PARTNERSHIP/AGENCY; THIRD PARTIES

None of the provisions of this Agreement shall be deemed to constitute the
relationship of partnership or agency between the Parties, and neither Party
shall have any authority to bind the other Party in any way except as provided
in this Agreement.

The Parties agree that no third party which is not a party to this Agreement is
intended to benefit from or shall have any right to enforce any provision of
this Agreement.

                                   ARTICLE 13

                                  GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme
Court of the State of New York, New York County, and (b) the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby or thereby. Each Party agrees to commence any
such action, suit or proceeding either in the United States District Court for
the Southern District of New York or if such suit, action or other proceeding
may not be brought in such court for jurisdictional reasons, in the Supreme
Court of the State of New York, New York County. Each Party further agrees that
service of any process, summons, notice or document by registered mail to such
Party's respective address set forth above shall be effective service of process
for any action, suit or proceeding in New York with respect to any matters to
which it has submitted to jurisdiction in this Article 13. Each Party
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby and thereby in (i) the Supreme Court of the State of New
York, New York County or (ii) the United States District Court for the Southern
District of New York, and hereby and thereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.


                                       11
<PAGE>
Each Party hereto hereby waives to the fullest extent permitted by applicable
Law, any right it may have to a trial by jury in respect to any litigation
directly or indirectly arising out of, under or in connection with this
Agreement.

                                   ARTICLE 14

                                     NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by
registered mail or by fax followed by mail to:

In the case of GALEN:

                GALEN (CHEMICALS) LIMITED
                4 Adelaide Street
                Dun Laoghaire, Co. Dublin
                Ireland

                Fax: + 353 1 214 8477

With a copy to:

                Galen Holdings PLC
                Att. Chief Executive Officer
                100 Enterprise Drive, Suite 280
                Rockaway, New Jersey 07866
                USA

                Fax: + 1 973 442 3362

In the case of LEO:

                LEO PHARMA A/S
                Att. CEO, President
                Industriparken 55
                DK-2750 Ballerup
                Denmark

                Fax: + 45 44 64 15 80

or such other address as the receiver shall have last furnished to the sender.


                                       12
<PAGE>
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly
executed in duplicate by their authorised officers as of the date last below
written.

Rockaway,  April ___, 2003                Ballerup, April ___, 2003

GALEN (CHEMICALS) LIMITED                 LEO Pharma A/S




--------------------------------------    --------------------------------------
Name:  Roger M. Boissonneault             Name:
Title: Director                           Title:


                                       13
<PAGE>
Appendix I: Form of Development Agreement


                                       14
<PAGE>
Appendix II: Form of Dovonex Agreement


                                       15
<PAGE>
Appendix III: Form of Dovobet(R) Agreement


                                       16
<PAGE>
Appendix IV: Form of Guarantee


                                       17
<PAGE>
Appendix V: Patent and Patent Applications


                                       18
<PAGE>


                          LICENSE AND SUPPLY AGREEMENT
                             "DOVONEX(R) AGREEMENT"




                                     between



                            GALEN (CHEMICALS) LIMITED



                                       and




                                 LEO PHARMA A/S





DOVONEX(R) AGREEMENT
<PAGE>
                                TABLE OF CONTENTS

I        DEFINITIONS                                                           3
II       RIGHTS                                                                7
III      SUPPLY OF FINISHED PRODUCTS                                           8
IV       MARKETING                                                            18
V        ACCOUNTING AND ROYALTY PAYMENT                                       20
VI       PATENT PROTECTION AND VALIDITY                                       21
VII      THIRD PARTIES INTELLECTUAL PROPERTY CLAIMS                           22
VIII     CONFIDENTIALITY                                                      22
IX       REGISTRATIONS                                                        23
X        TRADEMARKS                                                           24
XI       AUTHORISATIONS                                                       25
XII      QUALITY ASSURANCES                                                   25
XIII     SAFETY REPORTING, COMPLAINTS AND PRODUCT RECALL                      25
XIV      RESPONSIBILITIES OF PARTIES                                          26
XV       TERM AND TERMINATION; CONSEQUENCES OF TERMINATION                    27
XVI      ASSIGNABILITY                                                        30
XVII     AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY                         31
XVIII    STATUS OF PRIOR AGREEMENT                                            31
XIX      FORCE MAJEURE                                                        32
XX       NON-COMPETITION CLAUSE                                               32
XXI      PARTNERSHIP/AGENCY; THIRD PARTIES                                    32
XXII     GOVERNING LAW                                                        33
XXIII    NOTICES                                                              34

                                   APPENDICES:

Appendix I:     Products
Appendix II:    LEO Logo Guidelines
Appendix III:   LEO Product Concept
Appendix IV:    Patents
Appendix V:     Batch Size and Minimum Order Quantity Per Delivery
Appendix VI:    QA/QC Agreements
Appendix VII:   GALEN's Pharmaceutical Import License
Appendix VIII:  Pharmacovigilance Agreement
Appendix IX:    Complaints and Product Recall


DOVONEX(R) AGREEMENT
                                                                               2
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                                    AGREEMENT

                                     between

GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin,
Ireland (hereinafter referred to as "GALEN")

                                       and

LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter
referred to as "LEO").

Capitalized terms not otherwise defined herein shall have the meanings set forth
in Article I of this Agreement.

WHEREAS, LEO has discovered and developed the Compound and manufactures
pharmaceutical products containing the Compound for human therapeutic use; and

WHEREAS, GALEN has marketing expertise within the field of dermatology; and

WHEREAS, GALEN and LEO are interested in collaborating on the marketing of the
Compound in the Territory;

NOW THEREFORE, the Parties hereby agree as follows:

I - DEFINITIONS

1.1      "Action or Proceeding" shall mean any action, suit, proceeding,
         arbitration or Governmental or Regulatory Authority action,
         notification, investigation or audit.

1.2      "Affiliate" shall mean, with respect to any Person, any Person which,
         directly or indirectly, controls, is controlled by, or is under common
         control with, the specified Person. For purposes of this definition,
         the term "control" as applied to any Person, means the possession,
         directly or indirectly, of at least fifty-one per cent (51%) of the
         power to direct or cause the direction of the management of that
         Person, whether through ownership of voting securities or otherwise.


DOVONEX(R) AGREEMENT
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1.3      "Agreement" shall mean this License and Supply Agreement between GALEN
         and LEO.

1.4      "BMS" shall mean Bristol-Myers Squibb Company.

1.5      "BMS Agreements" shall mean the agreement dated September 28, 1989
         between BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as
         amended July 6, 1992, April 8, 1993 and as of the date hereof and the
         Product Supply Agreement between BMS and LEO dated as of April 8, 1993,
         each as may be amended or supplemented by the parties in the future.

1.6      "Combination Product" shall mean the pharmaceutical formulations
         containing both the Compound and Betamethasone Dipropionate in an
         ointment.

1.7      "Compound" shall mean the compound Calcipotriene, a vitamin D analogue
         with the formula C27H4003.

1.8      "current Good Manufacturing Practices" shall mean the regulatory and
         other standards of good manufacturing practice in the Territory, as in
         effect from time to time, relating to the Manufacture of medicinal
         products.

1.9      "Effective Date" shall mean the date on which GALEN acquires the
         interests and obligations of BMS in and to the Products, pursuant to
         the Option Agreement dated as of even date herewith between GALEN and
         BMS and in accordance with the Asset Purchase Agreement referred to in
         the Option Agreement.

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

1.11     "Finished Product" shall mean the Products which are ready for sale to
         customers in finished, final packaged form.

1.12     "GALEN Information" shall mean any information (including, but not
         limited to, technical improvements, financial and marketing
         information) developed, made and/or generated by GALEN relating to and
         made as a result of its work with the Products.


DOVONEX(R) AGREEMENT
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<PAGE>
1.13     "Governmental or Regulatory Authority" shall mean any court, tribunal,
         arbitrator, agency, commission, official or other instrumentality of
         the United States or any relevant country, state, province, county,
         city or other political subdivision.

1.14     "Gross Margin" shall mean Net Sales less an amount equal to a
         percentage of Net Sales determined by adding the purchase price, as set
         forth in Section 3.2 and the applicable royalty rate, set forth in
         Section 5.1.

1.15     "IND" shall mean the Investigational New Drug Application, as defined
         in the United States Federal Food, Drug and Cosmetic Act and applicable
         regulations promulgated thereunder as amended from time to time, filed
         in the United States for the Product.

1.16     "Laws" shall mean all laws, statutes, rules, regulations, ordinances
         and other pronouncements having the effect of law of any relevant
         Governmental or Regulatory Authority.

1.17     "LEO Logo Guidelines" shall mean the guidelines for use of the LEO name
         and the Assyrian Lion logo, Appendix II.

1.18     "LEO Product Branding" shall mean the Trademark, the LEO name, the
         Assyrian Lion, the LEO Logo Guidelines, the LEO Product Concept, and
         any domain names or websites related to the Product in the Territory.

1.19     "LEO Product Concept" shall mean the global concept for packaging and
         promotional materials related to the Products developed by LEO,
         Appendix III.

1.20     "Losses" shall mean any and all damages, fines, fees, penalties,
         deficiencies, losses and expenses (including without limitation
         interest, court costs, reasonable fees of attorneys, accountants and
         other experts or other expenses of litigation or other proceedings or
         of any claim, default or assessment).

1.21     "Manufacture" shall mean all the activities relating to production of
         each Product, spanning from purchasing raw materials to packaging
         Product including, but not limited to, purchasing raw materials,
         packaging materials, production, quality control and assurance,
         filling, labelling, packaging and finishing, release, holding and
         storage and the tests and analyses conducted in connection therewith.


DOVONEX(R) AGREEMENT
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<PAGE>
1.22     "Manufacturing Authorization" shall mean the authorization to
         Manufacture the Products as granted by the relevant Governmental or
         Regulatory Authorities.

1.23     "NDA" shall mean the New Drug Application filed with the FDA for the
         Product, requesting permission to place the Product on the market in
         accordance with 21 C.F.R. Part 314 and all supplements filed pursuant
         to the requirements of the FDA, including all documents, data and other
         information concerning the Products which are necessary for FDA
         approval to market a product in the United States.

1.24     "Net Sales" shall mean the adjusted gross invoice price, the adjusted
         gross invoice price being the aggregate sales of GALEN and its
         Affiliates of the Product to unaffiliated third parties in the
         Territory (but not including sales between GALEN and its Affiliates)
         less sales returns and allowances, including trade, quantity and cash
         discounts and any other adjustments, including those granted on account
         of price adjustments, billing errors, rejected goods, damaged goods,
         Recalls, returns, rebates, chargeback rebates, fees, reimbursements or
         similar payments granted or given to wholesalers or other distributors
         (including retailers), buying groups, health care insurance carriers or
         other institutions, freight and insurance charges billed to the
         customers, customs or excise duties, sales tax and other taxes (except
         income taxes) or duties relating to sales, and any payment in respect
         of sales to any Governmental or Regulatory Authority in respect of any
         Federal or state Medicaid, Medicare or similar program, all as
         determined in accordance with generally accepted accounting principles
         on a basis consistent with GALEN's audited financial statements,
         provided, however, that the deductions from aggregate sales described
         above shall in no event exceed eight percent (8%).

1.25     "Party" shall mean GALEN or LEO, as the case may be, and "Parties"
         shall mean GALEN and LEO.

1.26     "Patents" shall mean the patents and patent applications owned and
         controlled by LEO and listed in Appendix IV hereto, together with any
         reissues, extensions, substitutions, confirmations, registrations,
         revalidations, additions, divisions, continuations, or
         continuations-in-part, of or to the aforesaid patents, and any other
         patents owned by, or licensed to LEO in the Territory which, in the
         absence of a license, would be infringed by the Manufacture, use or
         sale of Products.


DOVONEX(R) AGREEMENT
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<PAGE>
1.27     "Person" shall mean any individual, firm, corporation, partnership,
         limited liability company, trust, joint venture, Governmental or
         Regulatory Authority or other entity or organization.

1.28     "Product" or "Products" shall mean the products listed in Appendix I,
         which may be amended from time to time.

1.29     "Registrations" shall mean the authorization to sell the Product in the
         Territory as granted by the FDA or other relevant Governmental or
         Regulatory Authority.

1.30     "Technical Information" shall mean all information in the possession of
         LEO and/or its Affiliates, and the information transferred from BMS to
         GALEN, regarding preclinical, chemical-pharmaceutical and clinical data
         or other scientific information (including specifications, master batch
         records, analytical methods including validation protocol and the drug
         master file), or secret know-how about Product including, but not
         limited to marketing know-how and show-how or uses for the Product in
         the possession of LEO regarding the Product necessary for GALEN to
         fulfil its obligations under the Agreement.

1.31     "Territory" shall mean the fifty (50) states of the United States of
         America, the District of Columbia, its territories and current
         possessions.

1.32     "Trademark" shall mean the trademark Dovonex(R) owned by LEO.

II - RIGHTS

2.1      Grant. LEO hereby grants GALEN, and GALEN accepts from LEO, subject to
         the terms, conditions and provisions of this Agreement, an exclusive
         license subject to Article 4.1, with the right to sublicense GALEN's
         Affiliates, under the Trademark, Patents and Technical Information
         owned by, or licensed to, LEO to import, store, distribute, use and
         sell the Products in the Territory.

2.2      GALEN acknowledges that the FDA has required carcinogenicity studies,
         which started November 2001. If the studies are still running when this
         Agreement becomes effective GALEN agrees to pay fifty percent (50%) of
         the documented expenses for these studies for which LEO is responsible
         incurred after the date hereof. The estimated costs and timelines are
         described below.


DOVONEX(R) AGREEMENT
                                                                               7
<PAGE>
         BMS-181161 (CALCIPOTRIENE): 2-YEAR DERMAL CARCINOGENICITY STUDY IN
         MICE.
         CRO:                      Huntingdon Life Sciences, NJ, USA.
         Fee:                      USD 1,128,200
         Start:                    November 2001
         Audited draft report:     September 2004
         Remarks:                  BMS will monitor study, incl. GLP compliance
                                   inspections. LEO will provide test article
                                   and do analytical work (TK plasma
                                   concentration analysis and test article
                                   reanalysis)

         BMS-181161 (CALCIPOTRIENE) SOLUTION: 12-MONTH PHOTOCARCINOGENESIS STUDY
         WITH ULTRAVIOLET RADIATION IN HAIRLESS MICE.
         CRO:                      Argus Research, PA, USA (Charles River
                                   Laboratories Discovery and Development
                                   Services).
         Fee:                      USD 791,000
         Start:                    November 2001
         Audited draft report:     March 2003
         Remarks:                  BMS will monitor study, incl. GLP compliance
                                   inspections. LEO will provide test article
                                   and do analytical work (test article
                                   reanalysis)

2.3      LEO shall disclose to GALEN full details of all work undertaken in
         connection with the carcinogenicity studies. LEO shall provide to GALEN
         written progress reports at intervals of not more than three (3)
         months. Meetings between LEO and GALEN shall be held at least two (2)
         times per year in order to review the progress of the studies and to
         determine further courses of action, as necessary.

2.4      LEO, its affiliates and its partners will be free to use GALEN
         Information (other than confidential financial information regarding
         GALEN), but shall be subject to the same confidentiality obligations
         set forth Article VIII.

III - SUPPLY OF FINISHED PRODUCTS

3.1      Supply. In order to ensure the quality of the Products to be sold by
         GALEN, GALEN shall purchase from LEO, and LEO shall supply to GALEN,
         according to supply conditions as laid down in this Agreement, either
         from LEO or from such other sources as LEO shall authorise subject to
         Article 3.9.1(b), GALEN's total requirements of the Products for use
         and sale for the term of this Agreement.


DOVONEX(R) AGREEMENT
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<PAGE>
3.2      Purchase Price. The purchase price will be twenty percent (20%)
         calculated on the Net Sales of Product sold by GALEN or its Affiliates
         in the Territory. It is understood that LEO has no obligation to
         deliver Products at a floor price below four (4) times the LEO group
         variable cost at all times (raw materials, packaging materials
         including art work, energy, labour etc.) of the manufacture of the
         Products.

3.3      Invoicing. LEO shall issue an invoice with each shipment of Products
         pursuant to this Agreement and GALEN agrees to pay such invoice in
         immediately available funds within end of month + thirty (30) days from
         the date of invoice. Invoicing and payments for Products shall be
         denominated in United States Dollars. Payment shall be made to an
         account designated by LEO in writing. The supply price of Products
         reflects shipping terms of FCA Site of Production (ICC Incoterms 2000).

         3.3.1 Invoice Adjustments. Because the Purchase Price is based on Net
         Sales and will not be known precisely at the time of shipment of
         Products by LEO, the invoice price shall reflect the estimated Purchase
         Price agreed by the Parties.

         Each year on 1 August an invoice price will be established for the
         following calendar year based on the expected Net Sales and on 1
         January the invoice price of the stock of goods at GALEN will be
         adjusted to the new invoice price agreed for that new year.

         Adjustments to correct the invoiced amount shall be made quarterly
         following receipt of information on the actual Net Sales realized on
         the sale of Products ex GALEN.

         GALEN shall render to LEO, within sixty (60) days after the end of each
         calendar quarter, a detailed report setting forth Net Sales for the
         preceding calendar quarter, the corresponding units by SKU represented
         by such Net Sales, the manner in which Net Sales have been calculated,
         as well as a calculation of said adjustments to invoice prices.
         Settlement is to take place at the time of delivery of the report.

         Any payment made by GALEN hereunder after the date such payment is due,
         shall bear interest at the lesser of: (a) one and one half percent
         (1.5%) per month or (b) the maximum rate permitted by applicable Law.
         The interest on late payments shall be calculated from the date payment
         was due until actually received by LEO.


DOVONEX(R) AGREEMENT
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<PAGE>
3.4      Forecasts/Firm Orders.

         (a) On the Effective Date, GALEN will provide LEO with a firm order for
         the period from the Effective Date up to and including the end of the
         fourth full month following the Effective Date. LEO will supply the
         quantities set forth in such firm order in accordance with the delivery
         schedule set forth therein, and to the extent such firm order is not
         sufficient to meet GALEN's actual requirements of the Product for such
         period, LEO will use commercially reasonable efforts to supply GALEN
         with its requirements beyond the amounts specified in such firm order.
         It is understood that quantities supplied by LEO pursuant to the firm
         order delivered on the Effective Date will bear the trademarks and
         trade dress of the Product as marketed by BMS. Galen represents and
         warrants to LEO that it has a limited license from BMS pursuant to the
         terms of that certain Asset Purchase Agreement between Galen and BMS,
         pursuant to which Galen acquired rights to the Product, to sell Product
         bearing the trademarks and trade dress of the Product as marketed by
         BMS for up to six months. GALEN understands and acknowledges that the
         lead time for shipment of Products following the receipt of such firm
         orders will be three (3) months. Notwithstanding the foregoing, LEO
         agrees that to the extent that BMS has placed firm orders for Product
         with LEO within the four months prior to the Effective Date, delivery
         of those orders scheduled for after the Effective Date will be based
         upon the lead times and the delivery dates set forth in the forecasts
         delivered by BMS pursuant to the BMS Agreements.

         On the Effective Date, GALEN shall provide to LEO final specifications
         for the revised labeling and packaging of each presentation of the
         Product identifying LEO as the manufacturer of the Product and GALEN
         (or its subsidiary, Warner Chilcott, Inc.) as the distributor thereof,
         including all necessary photo-ready art (or its substantial equivalent)
         reflecting such modification. GALEN understands and acknowledges that
         the lead time for the first shipment of Product following the receipt
         of such final specifications shall be four (4) months.

         For periods thereafter, firm orders shall be filled by LEO in
         accordance with the firm orders placed by GALEN pursuant to Article
         3.4. (b).

         (b) Within five (5) working days following the end of each calendar
         month LEO will receive from GALEN a rolling forecast covering twenty
         four (24) months of


DOVONEX(R) AGREEMENT
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<PAGE>
         which the first four (4) months must be covered by firm orders
         (consisting of the then current month and the following three (3)
         months). LEO shall, to the best of its ability, supply the exact amount
         of Finished Products that GALEN has ordered. GALEN accepts that a
         variation in deliveries of +/- ten percent (10%) may occur. If LEO is
         not in the position to deliver Finished Products at the delivery dates
         stated in the respective firm order for technical reasons, LEO shall
         immediately inform GALEN. Both Parties will agree to a postponement or
         cancellation of the firm order affected. In the event of a
         postponement, LEO shall deliver within four weeks of the original
         delivery date. If LEO is not in the position to deliver Finished
         Products at the delivery dates stated in the respective firm order for
         any reasons other than technical reasons or at a date otherwise agreed
         upon with GALEN, LEO shall deliver within four weeks of the original
         delivery date. GALEN shall maintain at least two (2) months' inventory
         of the Product (two (2) months inventory of each stock keeping unit
         (SKU)).

         If the Agreement is terminated, and such termination results from the
         breach of GALEN, then any amounts owed by GALEN to LEO in respect of
         firm orders as of the date of termination must be paid by GALEN

         (c) The batch-size and minimum order quantity per delivery shall be as
         set forth in Appendix V hereto.

3.5      Delivery. All shipments shall be shipped to such named place as GALEN
         shall with reasonable notice designate in writing, and will be in
         accordance with the delivery instructions and with the specifications
         for shipping and packing included with each purchase order. Delivery
         will be made by LEO to a common carrier as GALEN shall direct or to any
         special carrier which GALEN shall designate, along with a certificate
         of compliance and analysis in accordance with Article 3.9.12. All risk
         of loss, delay or damage in transit after delivery to such carrier
         shall be borne by GALEN. GALEN shall pay freight and insurance on all
         such shipments and all customs brokers' fees.

3.6      Controlling Provisions. In ordering and delivering, GALEN and LEO may
         employ their standard forms, but nothing in those forms shall be
         construed to modify or amend the terms of this Agreement and in case of
         conflict herewith, this Agreement shall control.

3.7      Acceptance of Shipments.


DOVONEX(R) AGREEMENT
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<PAGE>
         3.7.1 Initial Acceptance. After receipt of a Product shipment, GALEN
         shall, within thirty (30) days, visually inspect the Product shipment
         and communicate acceptance or rejection to LEO in writing. The Parties
         agree that GALEN's visual inspection consists of (i) comparing the
         applicable order against the documentation accompanying the shipment to
         verify that the delivery date, identity, quantity and exterior shipment
         labelling comply with the order and (ii) visually inspecting the
         exterior of the Product shipment to verify that the shipment appears to
         be in good condition.

         3.7.2 Return and Replacement. Any quantities of the Products that are
         rejected and/or returned by GALEN in accordance with this Agreement and
         the rejection has been accepted by LEO shall be returned to LEO at the
         expense of LEO and at GALEN's option (a) shall be replaced by LEO as
         quickly as possible at its sole expense and the payment in respect of
         such quantities postponed until such replacement quantities are
         received and accepted by GALEN or (b) LEO shall refund any amounts paid
         in respect of such quantities to GALEN.

         3.7.3 Independent Verification. If LEO does not agree to the rejection
         of the Product the Parties will seek the opinion of an independent
         laboratory reasonably acceptable to both Parties, whose opinion shall
         be final and binding. The expenses for such expert opinion shall be
         borne by the Party shown to be wrong, or, if the expert cannot identify
         the responsible Party, then the Parties shall share equally the
         expenses connected with the expert and the expenses connected with the
         Products rejected and/or returned.

3.8      Representations, Warranties and Covenants of GALEN. GALEN hereby
         represents, warrants and covenants to LEO as follows:

         3.8.1 Packaging Components. Subject to Article 3.9.8, GALEN shall
         provide LEO with all artwork or other material developed or produced by
         GALEN for product labels, product inserts and other printed packaging
         material. GALEN shall be responsible for ensuring that Product labels
         and Product inserts that it provides pursuant to Article 3.9.8, and any
         other printed materials it provides, comply with all applicable Laws
         and with conditions laid down in the Registration. LEO has the right to
         purchase packaging components for six (6) months' use based on the
         forecasts delivered at the time when LEO purchases and GALEN shall
         reimburse LEO for costs involved in connection with discarded
         components due to changes wanted by GALEN in such components. The same
         applies if sale of a package size is


DOVONEX(R) AGREEMENT
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<PAGE>
         discontinued, including, but not limited to, in case of termination of
         this Agreement by LEO due to a breach by GALEN, but excluding
         discontinuation or withdrawal in the case of termination of this
         Agreement by GALEN due to a breach by LEO.

         3.8.2 Storage. GALEN represents and warrants that Products delivered
         hereunder will be stored in full accordance with the applicable Laws in
         the Territory, and with the instructions given by LEO, and the national
         health authorities in the Territory. LEO has the right at any time
         during normal business hours, upon reasonable notice, to audit premises
         used by GALEN for holding and storage of Products in Territory and
         examine those parts of the premises, procedures and documentation
         involved in the activities of this Agreement.

         3.8.3 Changes in Product Labels and Printed Materials. In the event
         that GALEN requests changes in product labels, printed packaging
         materials or packaging inserts for Products and LEO has components for
         such materials in stock that it has purchased specifically for such
         Product that can no longer be used as a result of such changes, GALEN
         shall have the obligation to purchase the lesser of (a) all of the LEO
         stock of such components and (b) six months supply of the LEO stock of
         such components, at cost. GALEN shall give LEO at least four (4)
         months' notice in advance of any changes required to be made to the
         packaging materials. In case of termination of this Agreement, caused
         solely by GALEN's breach, GALEN shall reimburse LEO the cost of all
         packaging materials in stock, purchased specifically for the Products,
         at the time of such termination.

         3.8.4 Repackaging. GALEN is not allowed to repack the Products or in
         any way change the original packaging of Products.

3.9      Representations, Warranties and Covenants of LEO. LEO hereby
         represents, warrants and covenants to GALEN as follows:

         3.9.1 Valid Manufacturing Authorization. (a) LEO owns a valid
         Manufacturing Authorization issued by the relevant Governmental or
         Regulatory Authority.

         (b) LEO is only allowed to make changes or take actions which will
         require GALEN to amend any Registration for good reasons and at its
         sole expense, including but not limited to transfer of any Product to
         alternative manufacturing facilities or changes in or replacement of
         equipment or a change in the


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<PAGE>
         Specifications, with the prior written consent of GALEN, which consent
         shall not be unreasonably withheld.

         3.9.2 Conformity with Specifications and Laws. Each Product delivered
         by LEO to GALEN hereunder has been Manufactured using a process that
         has been validated in accordance with current Good Manufacturing
         Practices and has been Manufactured in compliance with the
         specifications for such Product and with current Good Manufacturing
         Practices and all Laws with respect to the Manufacture of each Product.
         Each Product conforms to any further affirmation of fact as may be made
         on or in any other documentation associated with or related to such
         Products.

         3.9.3 Creation and Retention of Records. LEO shall be responsible for
         creating and retaining all records relating to Manufacturing, analysis,
         testing and release of materials, production and quality control
         (including in-process controls) for each Product, all in accordance
         with current Good Manufacturing Practices and shall provide copies to
         GALEN upon its reasonable request.

         3.9.4 Stability Studies. LEO shall conduct relevant stability studies
         on each Product to assure validity of such Product for its shelf life.

         3.9.5 Raw Materials and Products Provided by LEO. Except as otherwise
         specifically agreed between the Parties in writing, LEO shall be
         responsible for procuring all raw materials and other components for
         each Product. All raw materials and components procured by LEO and used
         in the Products shall be tested (by LEO or the supplier thereof) to
         assure that they meet applicable specifications and quality standards.

         3.9.6 Packaging Material. Unless required by Law no changes may be made
         by LEO to the packaging material for any Product without the prior
         written consent of GALEN. If changes are required by Law LEO shall
         consult with GALEN prior to the implementation of such changes.

         3.9.7 Storage. LEO shall store the raw materials, excipients, packaging
         articles, intermediate products and the Products under such conditions
         that the quality of such materials and the Products Manufactured
         therefrom are not affected.


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         3.9.8 Approval of Product Labels, Printed Packaging Materials and
         Inserts. Prior to the first production of each Product for GALEN, LEO
         shall provide GALEN with information regarding the possible dimensions
         and parameters of product labels, printed packaging materials and
         inserts. Unless required by Law LEO will make no change to Product
         labels or Product inserts, submitted by GALEN in accordance with
         Article 3.8.1, without the prior written approval of GALEN. If changes
         are required by Law LEO shall consult with GALEN prior to the
         implementation of such changes.

         3.9.9 Reference Samples. LEO shall retain reference samples from each
         batch of Finished Products for the period of time required by
         applicable Law after the expiry date. Finished Products will be kept in
         their final packaging and stored under the recommended conditions.
         Samples of starting materials (other than solvents, gases and water)
         will be retained for the period of time required by applicable Law
         after the expiry date of the corresponding Finished Product. LEO shall
         retain samples sufficient to conduct at least two (2) re-examinations.
         LEO shall make reference samples available for inspection, testing,
         analysis and examination by GALEN and any relevant Governmental or
         Regulatory Authority, promptly upon request of GALEN.

         3.9.10 Validation.

         (a) The equipment and facilities used for manufacturing must be
         validated and qualified by LEO. The results must be documented in
         writing.

         (b) In the event that changes in the manufacturing process or in the
         Specifications take place pursuant to this Agreement, LEO shall perform
         such validations or revalidations as may be required by current Good
         Manufacturing Practices or reasonably requested by GALEN in writing.

         3.9.11 Control Tests.

         (a) LEO shall perform all control tests set forth in the
         Specifications. LEO shall confirm compliance in the form of a statement
         on each certificate of analysis which follows the goods.

         (b) At GALEN's reasonable request, LEO shall make samples from each
         batch available to GALEN. If control tests which GALEN elects to have
         carried out on the samples or the Products reveal any failure thereof
         to comply with the


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<PAGE>
         Specifications, GALEN shall promptly notify a named qualified person of
         LEO of said failure. In the event that the results of such control
         tests performed by GALEN shall differ from findings of LEO and no
         mutual agreement can be reached in respect thereof, then the Parties
         shall jointly designate an independent laboratory for the purpose of
         having that sample or Product subjected to a third control test as
         promptly as practicable. Should non-compliance of the Product in
         question be confirmed by such outside control, LEO undertakes to refund
         any payment already made to it with respect to such non-complying
         Product and to bear the cost of the third control test by such outside
         laboratory and replace such non-complying Product in accordance with
         Article 3.7. LEO shall bear the full cost of proper destruction of any
         non-complying Product. Should compliance of the Product in question be
         confirmed by such outside control, GALEN undertakes to bear the cost of
         such third control test and to pay for the Products in question. If the
         outside control is unable to determine conclusively whether the Product
         in question is in compliance or not, the Parties shall share equally
         the expenses connected with the outside control and the expenses
         connected with the replacement and destruction of the allegedly
         non-complying Product.

         3.9.12 Batch Release. LEO shall ensure that each Product has been
         Manufactured in compliance with the requirements of the Registration
         and shall release only batches accompanied by a certificate of
         compliance signed by a qualified person of LEO that the Product has
         been Manufactured by LEO according to the Specifications and that LEO
         is committed to inform GALEN in the event of any change in the
         manufacturing process or in the analytical specification, in accordance
         with the terms of this Agreement, and of any noted incident occurring
         during the Manufacture of the Product. In preparing the certificate of
         compliance, qualified person of LEO shall take into account analytical
         results, essential information such as the production conditions, the
         results of in-process controls and the examination of manufacturing
         documents. LEO shall create and retain records relating to each batch
         of the Product Manufactured hereunder in accordance with applicable
         Law.

         3.9.13 LEO Resources. LEO has appropriately qualified and trained
         personnel, adequate premises and space, suitable equipment and
         services, correct materials, containers and labels, suitable storage
         and the knowledge and experience to carry out satisfactorily the supply
         of Finished Product to GALEN.

         3.9.14 Key Personnel. LEO shall provide GALEN with a list of its Key
         Personnel for QC release along with specimens of their signatures or
         other appropriate


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                                                                              16
<PAGE>
         identifiers such as electronic identification codes subject to adequate
         security measures and shall keep GALEN informed as to changes in its
         Key Personnel from time to time.

         3.9.15 Quality. LEO shall refrain from any activity that will adversely
         affect the quality of any of the Products Manufactured for GALEN.

         3.9.16 Quality Audit. LEO shall make that portion of its manufacturing
         facilities where the Products are Manufactured, including all records
         and reference samples related to the Products, available for inspection
         by GALEN and representatives of applicable Governmental or Regulatory
         Authorities during business hours. Records made available for
         inspection hereunder shall include all records relevant to assessing
         the quality of a product in the event of a complaint or a suspected
         defect. Inspections by GALEN shall be conducted only by a duly
         authorized representative of GALEN or the relevant Governmental or
         Regulatory Authority and shall be limited to determining whether there
         is compliance with current Good Manufacturing Practices, the
         Registration and other requirements of this Agreement and of applicable
         Law. In addition, the Parties agree that a member of GALEN'S
         pharmaceutical quality assurance team may be present at all such
         inspections. In the event such representatives conclude that any
         non-conformity with such requirements is continuing, the Parties shall
         use their respective best efforts to resolve the issue as quickly as
         possible.

         3.9.17 Environmental; Health and Safety Matters.

         (a)      LEO shall perform all of the services provided herein in
                  compliance with all environmental Laws and shall be solely
                  responsible for all environmental Losses at sites controlled
                  by LEO.

         (b)      LEO shall be solely responsible for implementing and
                  maintaining health and safety procedures for the manufacture,
                  generation, packaging, handling and storage of the raw
                  materials, hazardous materials, waste, packaging components
                  and Products as provided herein. Such procedures shall comply
                  with all relevant environmental Laws. GALEN shall have no
                  responsibility for developing, implementing or overseeing
                  health and safety programs at LEO.

3.10     As soon as possible and no later than three (3) months following the
         Effective Date of this Agreement, LEO, LEO Laboratories Limited (an
         Affiliate of LEO) and GALEN


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                                                                              17
<PAGE>
         will enter into QA/QC Agreements substantially in the form of Appendix
         VI A and B. Until such agreements have been signed, the terms of
         Appendix VI A and B shall apply. To the extent of any conflict or
         inconsistency between this Agreement and such QA/QC Agreements, the
         terms of this Agreement shall control, unless otherwise agreed to in
         writing between the Parties.

3.11     Products shall have a minimum shelf life of sixteen (16) months from
         the date of shipment.

3.12     Notice of Noted Incidents and Abnormal Results. The Parties shall
         promptly inform each other in writing of any incident that would be
         reportable to the applicable Governmental or Regulatory Authority.

IV - MARKETING

4.1      GALEN shall bear all of the cost and expense of advertising and
         promoting the Products in the Territory. GALEN's advertising and
         promotional materials shall be in accordance with the claims approved
         by the FDA. GALEN shall not use any advertising or promotional
         materials, which are not consistent with the basic statements of LEO
         regarding the Products. The respective departments within LEO and GALEN
         will communicate to discuss any relevant issues regarding basic
         statements. GALEN shall provide LEO with samples of its promotional
         material.

         Regular meetings will be held between GALEN and LEO in order to discuss
         the ongoing business. GALEN shall annually prepare a business plan for
         the forthcoming calendar year. The business plan shall contain a
         forecast of sales based on market information data and allocation of
         resources. GALEN shall deliver a draft business plan by 1 August and a
         final business plan by 30 October of each successive calendar year. The
         Parties shall discuss each such business plan at a meeting to be held
         no later than 15 September of each year, and GALEN shall in good faith
         take into account changes to such business plan recommended by LEO.

         GALEN shall provide LEO with quarterly market updates. GALEN and LEO
         shall at the above mentioned business plan meeting in September each
         year agree upon minimum sales for the ensuing year, taking into
         account, among other things, market conditions, regulatory issues and
         competition. If GALEN and LEO are unable to agree upon minimum sales or
         any other matter to be agreed under this Agreement, the matter shall be
         referred to the Chief Executive Officers of each


DOVONEX(R) AGREEMENT
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<PAGE>
         Party for good faith resolution. If the Chief Executive Officers of
         each Party are unable to agree upon minimum sales within 45 days the
         minimum sales will be fixed by an independent third party acceptable to
         both Parties, the cost of such third party to be shared equally by the
         Parties. In the event of circumstances that change the assumptions made
         at the time the minimum sales were agreed, e.g., introduction of a
         generic of the Product or serious limitations in the use of the Product
         for psoriasis become apparent, then the Parties shall meet in good
         faith and adjust the minimums.

         If GALEN is unable to achieve the agreed minimum sales then this
         License and Supply Agreement can be made non-exclusive upon 90 days'
         written notice to GALEN, provided, however, that GALEN shall be
         permitted during such 90 day period to pay an amount equal to the
         shortfall between the minimum purchase quantities and the actual
         quantity of Product purchased, and upon such payment to avoid the
         conversion of this License and Supply Agreement to a non-exclusive
         agreement.

4.2      Reasonable quantities of Product samples required in accordance with
         GALEN's marketing plans will be delivered at the sample price. At the
         time of signing of this Agreement the sample price is USD 0.45 for a 3
         gram or 8 ml sample. The minimum sample price shall be adjusted for
         inflation once each year effective 1 January, in an amount equal to the
         increase according to the latest update in the official "Summarisk
         lonindeks for den private sektor i Danmark" (Danish Index of Average
         Earnings by Industry in the Private Sector), see www.dst.dk.

4.3      Within five (5) working days following the end of any calendar month
         GALEN shall send to LEO a sales and stock report in a form that LEO may
         from time to time specify, showing in respect of each particular size
         and type of Products the number of and the value in USD of units sold
         during the previous calendar month, the stock of Products and monthly
         sales forecasts for the following twenty-four (24) months.

4.4      GALEN shall keep its accounts updated in such a manner that control of
         sales of the Products and other GALEN Information regarding payment can
         be made by LEO who shall be entitled to audit GALEN's accounts in
         accordance with Article 5.3.

4.5      GALEN is not entitled to perform any pre-clinical or clinical studies,
         seeding trials, observational studies or any other pre or post
         marketing studies, or any other activities relation hereto, without the
         prior written consent of LEO and the prior


DOVONEX(R) AGREEMENT
                                                                              19
<PAGE>
         written approval of the protocols by LEO, such consent and approval not
         to be unreasonably withheld. Products to be used in any such
         pre-clinical or clinical studies shall be delivered by LEO to GALEN at
         a price equivalent to 75% of the purchase price as defined in Article
         3.2.

4.6      GALEN shall keep LEO currently informed of any relevant new
         developments in the pharmaceutical market in the Territory, e.g.
         changes in governmental policies which may affect the Registrations
         obtained or applied for, import and sales of the Products, competitors'
         activities and attitudes among the medical profession. Further, the
         Parties shall keep each other fully informed about all new information
         relevant for Products in the Territory.

         GALEN shall also keep LEO informed of GALEN's chains of distribution
         for Products in the Territory.

V - ACCOUNTING AND ROYALTY PAYMENT

5.1      In consideration of the rights granted in Article II GALEN shall pay to
         LEO a royalty calculated on the Net Sales of Products sold by GALEN or
         its Affiliates in the Territory in consideration of the Patent,
         Technical Information and Trademark licenses granted by LEO to GALEN in
         Article II. The royalty rate will be ten percent (10%) on Net Sales for
         as long as no generic competition exists. Generic competition within
         the meaning of this Article 5.1 means ten percent (10%) or more in
         terms of IMS unit sale market share. If generic competition arises the
         royalty rate will be reduced to five percent (5%).

5.2      The report rendered by GALEN pursuant to Article 3.3.1 shall also
         include a calculation of royalty payments due pursuant to Article 5.1
         for the preceding calendar quarter, such royalties to be paid at the
         time of delivery of the report.

5.3      GALEN agrees to keep accurate records in sufficient detail to enable
         the royalties payable hereunder and the invoice adjustments as
         mentioned in Article 3.3.1 to be determined, and upon the request of
         LEO, shall permit an independent, certified public accountant selected
         by LEO (except one to whom GALEN has some reasonable objection), at the
         sole expense of LEO , to have access during ordinary business hours to
         GALEN's records (a) to determine the correctness of any report and/or
         payments made under this Agreement or (b) to obtain information as to
         the royalty payable for any such period in case of GALEN's failure to
         report or pay


DOVONEX(R) AGREEMENT
                                                                              20
<PAGE>
         pursuant to this Agreement. Notwithstanding the prior sentence, in the
         event such inspection discloses that any payments made to LEO pursuant
         to Articles 5.1 or 3.3 hereunder for any accounting period were
         deficient by more than 5%, GALEN shall reimburse LEO for the cost of
         such inspection. This right of review shall terminate three (3) years
         after receipt by LEO of GALEN's quarterly account. Said accountant
         shall not disclose to LEO any information other than information
         relating to the accuracy of the reports and payments made under this
         Agreement and in no event are the quantities and prices to individual
         customers to be disclosed to LEO.

5.4      Royalties shall be computed upon Net Sales sold by GALEN and shall be
         remitted in United States Dollars via bank transfer to an account
         designated by LEO in writing.

5.5      If Laws require withholding of taxes imposed upon LEO on account of
         royalties accruing under this Agreement, such taxes will be deducted by
         GALEN from such remittable royalty and will be paid by GALEN to the
         proper taxing authority. Proof of payment shall be secured and sent to
         LEO as evidence of such payment.

5.6      In no case shall the sums received by LEO as royalties for sale of
         Products be returned to GALEN unless found to be in error.

VI - PATENT PROTECTION AND VALIDITY

6.1      LEO agrees to prosecute and maintain the Patents within the Territory.

6.2      LEO agrees within reasonable limits to protect from infringement of the
         Patents and GALEN shall notify LEO of any such infringement. When a
         third party, in GALEN's opinion, infringes the Patents and the
         infringement is expected to constitute a substantial unlicensed
         competition, GALEN shall provide LEO with any available evidence of the
         infringement. LEO shall use all reasonable measures, whether by Action
         or Proceeding or otherwise to prevent such infringement. All costs and
         expenses of such Action or Proceeding or other activity, unless
         collected from the third party against which the same is brought, shall
         be borne by LEO. GALEN shall, at the request of LEO, co-operate with
         LEO in all respects including, but not limited to, making available to
         LEO or its legal representative, all relevant papers, records,
         information, samples, specimen, and the like. GALEN shall use its
         influence to make any of its employees testify when requested by LEO.
         Any recovery obtained by LEO as the result of such Action or
         Proceeding, by settlement or otherwise, shall


DOVONEX(R) AGREEMENT
                                                                              21
<PAGE>
         after deduction of costs and expenses involved in such a proceeding be
         shared equally by the Parties.

VII - THIRD PARTIES INTELLECTUAL PROPERTY CLAIMS

7.1      If an Action or Proceeding is filed by any third party against GALEN as
         defendant alleging that GALEN's operation under the licensed Patents,
         Trademark and/or the Technical Information constitutes an infringement
         of the intellectual property rights of the said third party, LEO, upon
         GALEN's request, shall use its best efforts to make available to GALEN
         any relevant records, papers, expert information, samples, formulae and
         the like, and shall co-operate in such defence with GALEN as may be
         reasonably requested by it.

7.2      In case of such Action or Proceeding or threat thereof, GALEN shall
         notify LEO promptly. Should GALEN decide not to take up the defence,
         LEO may at its entire discretion take up the defence itself, but is
         under no obligation to do so. If and when LEO takes up a defence GALEN
         shall, upon the request of LEO, assist LEO to the best of its ability
         with legal and technical advice and assistance, evidence and
         documentation. Fifty percent (50 %) of the royalty payments
         necessitated by a settlement may be deducted from GALEN's obligation
         under Article 5.1, provided that this deduction does not reduce the
         royalty payments in Article 5.1 by more than fifty percent (50 %).
         However, GALEN shall consult with LEO in case such settlement may
         involve other payments.

7.3      This Agreement is deemed to continue in full force, including GALEN's
         obligation to pay full royalty during a pending action or proceeding
         instituted by third party due to GALEN's working under licensed Patent
         or Trademark rights and/or Technical Information granted hereunder.
         However, for as long as such action or proceeding is pending GALEN
         shall escrow the royalty due in a bank acceptable to LEO. If GALEN is
         ultimately held liable to any third party who brings suit, then GALEN
         can deduct any payments made to said third party in the form of damages
         or royalty payments from the above escrow account and then from its
         obligation under Article 5.1.

VIII - CONFIDENTIALITY

8.1      All Technical Information disclosed to GALEN and all GALEN Information
         disclosed to LEO shall be considered confidential regardless of
         designation, and shall not be


DOVONEX(R) AGREEMENT
                                                                              22
<PAGE>
         disclosed by the receiving Party to any third party or used outside the
         scope of this Agreement without the prior written consent of the
         disclosing Party except to a duly authorised Governmental or Regulatory
         Authority in connection with the Registration or regulation of the
         Products or if otherwise required by Law. In the event that a receiving
         Party is asked to disclose any confidential information to a
         Governmental or Regulatory Authority, such receiving Party will - if
         possible - notify the disclosing Party sufficiently prior to making
         such disclosure so as to allow the non-disclosing Party adequate time
         to take whatever action it may deem to be appropriate to protect the
         confidentiality of the information. The obligation not to disclose
         Technical Information and GALEN Information shall not apply to (a) any
         information that now or later becomes publicly available through no
         fault of the receiver, its officers, employees or agents; (b) any
         information that the receiver obtains from a third party not under a
         confidentiality obligation to the discloser with respect to such
         information; (c) any information that the receiver already has in its
         possession as indicated in its written records; and (d) any information
         that is independently developed or created by the receiver.

8.2      GALEN may have its officers, employees and outside investigators
         acquainted with the said Technical Information within the limit of
         necessity for use of Products imposing upon them the same secrecy
         obligations as GALEN owes hereunder.

8.3      This Article VIII shall survive termination of this Agreement for a
         period of ten (10) years, provided, however, that following the
         termination of this Agreement LEO shall be free to use all data,
         information or other confidential information relating to the Product
         and following the termination of this Agreement, GALEN shall be free to
         use all GALEN Information.

IX - REGISTRATIONS

9.1      LEO will be the owner and holder of the Registrations for the Products
         in the Territory. LEO will, at the time of transfer of said
         documentation to LEO, provide GALEN with a complete copy including any
         correspondence with the FDA as well as other relevant documents in the
         possession or control of LEO. LEO will appoint GALEN as its U.S. agent
         for purposes of the NDA and will timely supply GALEN with all
         information in its possession or control necessary to prepare and file
         reports required by the FDA. GALEN will act as U.S. agent and will keep
         Registrations updated, including, but not limited to, to maintaining
         the NDA and the IND and forthwith to inform and copy LEO with the
         updates.


DOVONEX(R) AGREEMENT
                                                                              23
<PAGE>
9.2      Both Parties are entitled to participate in and shall be notified in
         advance by the other Party of all important meetings with the FDA
         provided such participation does not result in any significant delay.

X - TRADEMARKS

10.1     LEO is responsible for registration, maintenance and defense of the
         Trademark of the Products in the Territory. GALEN shall, immediately
         upon its knowledge hereof, be obliged to inform LEO of any possible
         infringement of the Trademark. GALEN agrees to use the Trademark only
         in accordance with standards and guidelines communicated by LEO from
         time to time during the term of this Agreement. GALEN agrees that its
         use of the Trademark shall be in a commercially acceptable and
         responsible manner, and that no use by it of the Trademark shall
         reflect adversely upon the good name of LEO. All goodwill deriving from
         the use by GALEN of the Trademark pursuant to the terms of this
         Agreement or otherwise arising out of this Agreement shall accrue
         solely and exclusively to LEO.

10.2     GALEN shall not at any time register, or cause to be registered, in its
         name or in the name of another, or authorize the use of, during or
         after the term of this Agreement, the Trademark or any other trademark,
         name or design resembling or similar to the Trademark. GALEN shall not
         use the Trademark in combination with another, as part of a trade name
         or service mark of any corporation or other business organization
         except with the prior written consent of LEO.

10.3     GALEN and LEO are not, without the other Party's written consent, in
         any way electronically on the Internet or otherwise, entitled to use or
         register any of the other Party's intellectual property rights such as,
         but not limited to, trademarks, product names, descriptions etc. GALEN
         is not, without the written consent of LEO, in any way entitled to sell
         or promote any of the Products via the Internet. It being understood
         that sale of the Products via the Internet by a customer of GALEN does
         not constitute a breach of this provision.

10.4     All packaging and promotional material shall include the LEO logo and
         the Assyrian lion. The packaging and promotional material shall adhere
         to the LEO Logo Guidelines.


DOVONEX(R) AGREEMENT
                                                                              24
<PAGE>
XI - AUTHORISATIONS

In accordance with legislation of the European Union, recipients of supplies of
medicinal products must be in possession of a manufacturing or importing
authorisation for medicinal products or an authorisation to engage in activity
as a wholesaler of medicinal products. Accordingly, for the duration of this
Agreement GALEN shall be in possession of relevant and valid authorisation(s)
covering the Territory. A copy of the present authorisation(s) is attached as
Appendix VII. GALEN shall forward copies of renewals of relevant authorisations
to LEO whenever such authorisations expire and are renewed.

XII - QUALITY ASSURANCES

12.1     LEO warrants that Products sold to GALEN is of pharmaceutical grade and
         quality suitable for human use and that it meets the specifications
         approved by the applicable Governmental or Regulatory Authorities as
         such specifications may be revised from time to time as provided herein
         and that such Products conform to any further affirmations of fact as
         may be made on or in any other documentation associated or related to
         such Products.

12.2     In the event GALEN determines that any Products already in interstate
         commerce in the Territory presents a risk or injury or gross deception
         or is otherwise defective and that recall of such Products is
         appropriate, GALEN shall conduct such recall in accordance with FDA
         guidelines and with the provisions as set out in Article 13.2. LEO
         shall fully co-operate with GALEN in the investigation of the cause of
         the recall. If the Parties agree that the cause of the recall was the
         fault of LEO, LEO shall reimburse the GALEN cost and expense associated
         with such recall provided, however, that liability of LEO under this
         provision shall not extend to any consequential damages associated with
         such recall.

XIII - SAFETY REPORTING, COMPLAINTS AND PRODUCT RECALL

13.1     As soon as possible and no later than three (3) months following the
         Effective Date of this Agreement, LEO and GALEN will enter into a
         Pharmacovigilance Agreement substantially in the form of Appendix VIII.
         Until such agreement has been signed by both Parties, the terms of
         Appendix VIII shall apply. To the extent of any conflict or
         inconsistency between this Agreement and such Pharmacovigilance
         Agreement, the terms of this Agreement shall control, unless otherwise
         agreed to in writing between the Parties.


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                                                                              25
<PAGE>
13.2     GALEN must put in place a system for handling of customer complaints
         and product recall, which is in compliance with the guidelines
         furnished by LEO. LEO Guidelines "Group Policy - GP 07 Investigation of
         Customer Complaints" and "Group Policy - GP-08 Recall of LEO Products",
         Appendix IX.

XIV - RESPONSIBILITIES OF PARTIES

14.1     Compliance with Laws. Both LEO and GALEN shall observe all applicable
         Laws in effect in fulfilling their obligations under this Agreement.

14.2     Indemnification.

         14.2.1 Indemnification by LEO. In addition to the remedies set forth in
         Article 3.7, LEO shall indemnify and hold GALEN and its agents,
         directors, officers and employees and representatives harmless from and
         against any and all Losses which they may at any time incur by reason
         of any Action or Proceeding brought by any Governmental or Regulatory
         Authority or other third party against GALEN arising out of or
         resulting from (a) any misrepresentation, breach of warranty or
         non-fulfilment of or failure to perform any agreement or covenant made
         by LEO in this Agreement, (b) the use by GALEN of any Product delivered
         by LEO (including Product delivered by LEO to BMS which is acquired by
         GALEN) which does not comply with the Specifications therefor, or (c)
         any other negligent act or omission of LEO.

         14.2.2 Indemnification by GALEN. GALEN shall indemnify and hold LEO and
         its agents, directors, officers and employees and representatives
         harmless from and against any and all Losses which they may at any time
         incur by reason of any Action or Proceeding brought by any Governmental
         or Regulatory Authority or other third party against LEO arising out of
         or resulting from (a) any misrepresentation, breach of warranty or
         non-fulfilment of or failure to perform any agreement or covenant made
         by GALEN in this Agreement, (b) product liability claims other than
         those against which LEO has indemnified GALEN pursuant to Article
         14.2.1, including, but not limited to, liability claims arising from
         improper storage of Products by GALEN or damage in transit to Products,
         or (c) any other negligent act or omission of GALEN.

         14.2.3 Survival. The obligation of the Parties in this Article XIV
         shall survive the expiration or earlier termination of this Agreement
         to the extent permitted by applicable Law.


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<PAGE>
14.3     In any case under the preceding Article 14.2, where GALEN or LEO is to
         indemnify the other, the control of the defence of any Action or
         Proceeding and negotiations for settlement and compromise thereof,
         shall repose with the indemnifying Party, except that nothing in this
         paragraph shall be construed to relieve either Party hereto of the
         obligation to give the other all reasonable co-operation, assistance
         and authority necessary to permit full and complete defense of any
         Action or Proceeding; provided, however, that no Party will settle any
         of such claims without consent of the other Party; however, such
         consent shall not be unreasonably withheld. Both Parties shall, if
         desired, be allowed to participate, at their own expense, directly or
         through a representative e.g. their product liability insurers, in any
         Action or Proceeding.

XV - TERM AND TERMINATION; CONSEQUENCES OF TERMINATION

15.1     This Agreement shall become effective on the Effective Date, and shall
         continue in full force and effect as provided herein, unless modified
         or terminated in accordance with any of the provisions hereof, until
         the later of (A) the expiration of the term of the Agreement of even
         date between the Parties regarding the Combination Product, (B) the
         expiration of the last to expire Patent in the Territory, and (C) 27
         January 2020.

15.2     In the event that

         - GALEN does not exercise its option to purchase the rights and assume
         the obligations of BMS under the BMS Agreements (the "Option"), on or
         before August 1, 2005; or

         - GALEN - before August 1, 2005 - decides not to exercise the Option;

         then LEO shall have the right to terminate this agreement with
         immediate effect by written notice.

15.3     In the event that GALEN and LEO agree, at any time after the seventh
         anniversary of the Effective Date, that further commercialisation of
         Products no longer are sound due to therapeutic or economic reasons,
         then either Party can with six (6) months' prior notice terminate this
         Agreement.


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<PAGE>
15.4     In the event that one of the Parties hereto materially defaults or
         breaches any of the provisions of this Agreement, the other Party shall
         have the right to terminate this Agreement upon sixty (60) days'
         written notice, provided, however, that if the Party in default within
         the sixty day period referred to, remedies the said default or breach,
         the Agreement shall continue in full force and effect.

15.5     In the event that the FDA does not approve a Registration for the
         Combination Product and there is no reasonable possibility to obtain
         approval, GALEN shall - within 90 days - have the right to terminate
         this Agreement upon ninety (90) days' written notice.

15.6     In the event that the patent application filed by LEO with the United
         States Patent and Trademark Office for the Combination Product is
         rejected by the Patent Examiner and the route of appeal of such
         rejection has been exhausted or is not diligently pursued by LEO or LEO
         has not obtained a U.S. patent within five (5) years from the date of
         filing of such application with the United States Patent and Trademark
         Office, then GALEN may terminate this Agreement within ninety (90) days
         of such rejection of appeal, or on ninety (90) days' notice to LEO that
         LEO is not diligently pursuing such appeal, without any further
         obligation to LEO.

15.7     In the event that one of the Parties hereto enters into liquidation
         whether compulsorily or voluntarily (otherwise than for the purposes of
         amalgamation or reconstruction), compounds with its creditors, has a
         receiver or manager appointed in respect of all or any part of its
         assets, or is the subject of an application for an administration order
         or undergoes any analogous or similar act or proceeding under the laws
         of any other jurisdiction in consequence of debt the other Party shall
         have the right to terminate this Agreement with immediate effect by
         written notice.

15.8     If GALEN - for any three (3) consecutive calendar years - is unable to
         achieve the agreed minimum sales, LEO shall have the right to terminate
         this Agreement upon sixty (60) days' written notice.

15.9     In the event of termination of this Agreement under the provisions of
         this Article XV GALEN shall not be relieved of the duty and obligation
         to pay in full all payments, including but not limited to royalties,
         accrued and unpaid at the effective date of such termination. In such
         event:


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<PAGE>
         15.9.1 GALEN shall return any and all Technical Information and any
         other information relating to the Product provided to GALEN and make no
         further use thereof;

         15.9.2 GALEN shall cease to make use of the Trademark, the other LEO
         Product Branding and all other information related to the Product, and
         all rights in the Trademark, the other LEO Product Branding and all
         other information relating to the Product will promptly revert to LEO
         and be transferred to LEO;

         15.9.3 if GALEN is then the owner of any patents specifically related
         to Product, GALEN shall transfer such ownership to LEO, except for LEO
         being in breach in which case GALEN will sell said patents and LEO will
         purchase said patents at a price equal to the expenses GALEN has borne
         in relation to developing, establishing and maintaining said patent
         rights;

         15.9.4 if GALEN is then the owner of any patents, which in part relates
         to Product then LEO, its Affiliates and partners shall have a royalty
         free license to such patents for the term of the patents;

         15.9.5 if GALEN is then the owner of any data related to the Product,
         including but not limited to, any data related to any study performed
         under this Agreement such data shall be transferred to LEO. At such
         time, LEO shall have the right, but not the obligation, to have
         assigned to LEO any then pending third party clinical agreement;

         15.9.6 GALEN shall transfer all Registrations held by GALEN, if any, to
         LEO or its designee.

         In the event that LEO terminates this agreement pursuant to (a)
         Articles 15.4, 15.7 or 15.8, or (b) 15.2 in the event that GALEN has
         not exercised the Option for reasons not including that (i) the
         aggregate turnover of the Products in the U.S. during the period 1 July
         2004 - 30 June 2005, as measured by IMSHealth, is equal to or less than
         US$50,000,000 (fifty million dollars) or (ii) on or prior to August 1,
         2005 a generic product that is AB rated to any Product is approved by
         the FDA and has become commercially available, provided, for purposes
         of this subclause (ii), that Galen has not provided assistance to the
         holder of the registration for the AB rated product to obtain such
         registration,, the transfers required under Articles


DOVONEX(R) AGREEMENT
                                                                              29
<PAGE>
         15.9.1, 15.9.2, 15.9.3, 15.9.5 and 15.9.6 shall be made free of charge
         to LEO. Otherwise, the costs of transfers shall be split evenly between
         the Parties.

15.10    It is understood that GALEN - also after termination of the Agreement -
         shall be solely liable for any and all chargebacks and returns of
         Products sold by GALEN under the Agreement. GALEN shall destroy all
         returns of Products it receives also after the termination of the
         Agreement. Following such destruction, GALEN shall certify the
         destruction to LEO upon the written request of LEO.

XVI - ASSIGNABILITY

16.1     This Agreement and the licenses and rights herein granted shall be
         binding upon, and shall inure to the benefit of successors of the
         Parties hereto, or to any assignee of all of the good will and entire
         business assets of a Party hereto relating to pharmaceuticals, but
         shall not otherwise be assignable without the prior written consent of
         the other Party.

16.2     Furthermore, in the event GALEN merges with or is acquired by a company
         and the new entity no longer gives priority to dermatology or in the
         event GALEN merges with or is acquired by a company having a product
         which is a topical vitamin D3 or any analog thereof or a fixed
         combination of vitamin D3 or any analog thereof with a corticosteriod
         with indications that directly compete with the indications approved
         for the Product and such product has sales, at the time of such
         transaction, equal to at least 10% of the Net Sales of Products, and
         such products are not divested or out-licensed, then the rights granted
         herein are not assignable without the prior written consent of LEO,
         which consent shall not be unreasonably withheld. If LEO does not
         consent, then LEO is obliged to acquire the rights granted GALEN
         including all necessary approvals for marketing of the Product by
         paying to GALEN one (1) times GALEN's Gross Margin for the Products for
         the twelve (12) months preceding the event, or if there is less than
         twelve (12) months of sales by GALEN, the Gross Margin of such pro rata
         period multiplied to equal a period of twelve (12) months.

16.3     For the avoidance of doubt, LEO agrees and acknowledges that GALEN may
         perform any or all of its obligations under this Agreement through its
         U.S. Affiliate, Warner Chilcott, Inc., provided however, that GALEN
         shall remain jointly and severally liable for the performance of any
         obligations that are delegated to Warner Chilcott, Inc.


DOVONEX(R) AGREEMENT
                                                                              30
<PAGE>
XVII - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

17.1 The Agreement shall not be changed or modified orally.

17.2 Any term or condition of this Agreement may be waived at any time by the
Party that is entitled to the benefit thereof, but no such waiver shall be
effective unless set forth in a written instrument duly executed by or on behalf
of the Party waiving such term or condition. No waiver by either Party of any
term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion. All remedies, either under this
Agreement or by Law or otherwise afforded, will be cumulative and not
alternative.

17.3 If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any applicable present or future Law, and if the rights or
obligations of any Party hereto under this Agreement will not be materially and
adversely affected thereby, (a) such provision will be fully severable, (b) this
Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, the Parties will add as a part of this Agreement, a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.

XVIII - STATUS OF PRIOR AGREEMENT

This Agreement, together with the Master Agreement, the Development Agreement
dated as of even date herewith between LEO and GALEN and the License and Supply
Agreement dated as of even date herewith between LEO and GALEN relating to the
license and supply of the Combination Product, constitutes the entire Agreement
between the Parties with respect to the within subject matter and supersedes all
previous agreements, whether written or oral.


DOVONEX(R) AGREEMENT
                                                                              31
<PAGE>
XIX - FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a
Party to perform its obligations or duties hereunder which is not within the
reasonable control of the Party affected, not due to malfeasance, and which
could not with the exercise of due diligence have been avoided ("Force
Majeure"), including, but not limited to, fire, accident, labor difficulty,
strike, riot, civil commotion, act of God, delay or errors by shipping companies
or change in Law shall not excuse such Party from the performance of its
obligations or duties under this Agreement, but shall merely suspend such
performance during the continuation of Force Majeure. The Party prevented from
performing its obligations or duties because of Force Majeure shall promptly
notify the other Party hereto (the "Other Party") of the occurrence and
particulars of such Force Majeure and shall provide the Other Party, from time
to time, with its best estimate of the duration of such Force Majeure and with
notice of the termination thereof. The Party so affected shall use its best
efforts to avoid or remove such causes of nonperformance. Upon termination of
Force Majeure, the performance of any suspended obligation or duty shall
promptly recommence. Neither Party shall be liable to the Other Party for any
direct, indirect, consequential, incidental, special, punitive or exemplary
damages arising out of or relating to the suspension or termination of any of
its obligations or duties under this Agreement by reason of the occurrence of
Force Majeure. In the event that Force Majeure has occurred and is continuing
for a period of at least six (6) months, the Other Party shall have the right to
terminate this Agreement upon thirty (30) days' notice.

XX - NON-COMPETITION CLAUSE

During the term of this Agreement GALEN is not allowed to purchase, distribute,
market and/or sell any product which is a topical vitamin D3 or any analog
thereof or a fixed combination of vitamin D3 or any analog thereof with a
corticosteriod with indications that directly compete with the indications
approved for the Product, except the Combination Product.

XXI - PARTNERSHIP/AGENCY; THIRD PARTIES

None of the provisions of this Agreement shall be deemed to constitute the
relationship of partnership or agency between the Parties and neither Party
shall have any authority to bind the other Party in any way except as provided
in this Agreement.


DOVONEX(R) AGREEMENT
                                                                              32
<PAGE>
The Parties agree that no third party which is not a Party to this Agreement is
intended to benefit from or shall have any right to enforce any provision of
this Agreement.

XXII - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme
Court of the State of New York, New York County, and (b) the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby or thereby. Each Party agrees to commence any
such action, suit or proceeding either in the United States District Court for
the Southern District of New York or if such suit, action or other proceeding
may not be brought in such court for jurisdictional reasons, in the Supreme
Court of the State of New York, New York County. Each Party further agrees that
service of any process, summons, notice or document by registered mail to such
Party's respective address set forth above shall be effective service of process
for any action, suit or proceeding in New York with respect to any matters to
which it has submitted to jurisdiction in this Article XXII. Each Party
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby and thereby in (i) the Supreme Court of the State of New
York, New York County or (ii) the United States District Court for the Southern
District of New York, and hereby and thereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

Each Party hereto hereby waives to the fullest extent permitted by applicable
Law, any right it may have to a trial by jury in respect to any litigation
directly or indirectly arising out of, under or in connection with this
Agreement.


DOVONEX(R) AGREEMENT
                                                                              33
<PAGE>
XXIII - NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by
registered mail or by fax followed by mail to:

In the case of GALEN:      Galen (Chemicals) Limited
                           4 Adelaide Street
                           Dun Laoghaire, Co. Dublin
                           Ireland

                           Fax: + 353 1 214 8477

With a copy to:            Galen Holdings PLC
                           Att. Chief Executive Officer
                           100 Enterprise Drive, Suite 280
                           Rockaway, New Jersey 07866
                           USA

                           Fax: + 1 973 442 3362

In the case of LEO:        LEO Pharma A/S
                           Att. The President
                           Industriparken 55
                           DK-2750 Ballerup
                           Denmark

                           Fax: + 45 44 64 15 80

or to such other address as the sender shall have last furnished to the
receiver.


[end of text - signature page to follow]


DOVONEX(R) AGREEMENT
                                                                              34
<PAGE>
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly
executed in duplicate by their authorised officers as of the date last below
written.

GALEN(CHEMICALS) LIMITED                 LEO Pharma A/S


By: __________________________           By: _________________________
        Roger M. Boissonneault
Title: Director                          Title: ______________________
Date:  April ____, 2003                  Date: _______________________



DOVONEX(R) AGREEMENT
                                                                              35


<PAGE>
                          LICENSE AND SUPPLY AGREEMENT

                             "DOVOBET(R) AGREEMENT"




                                     between



                            GALEN (CHEMICALS) LIMITED



                                       and



                                 LEO PHARMA A/S
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                     <C>
I           DEFINITIONS                                                  3
II          RIGHTS                                                       7
III         SUPPLY OF FINISHED PRODUCTS                                  8
IV          MARKETING                                                   17
V           ACCOUNTING AND ROYALTY PAYMENT                              19
VI          PATENT PROTECTION AND VALIDITY                              21
VII         THIRD PARTIES INTELLECTUAL PROPERTY CLAIMS                  21
VIII        CONFIDENTIALITY                                             22
IX          REGISTRATIONS                                               23
X           TRADEMARKS                                                  23
XI          AUTHORISATIONS                                              24
XII         QUALITY ASSURANCES                                          24
XIII        SAFETY REPORTING, COMPLAINTS AND PRODUCT RECALL             25
XIV         RESPONSIBILITIES OF PARTIES                                 25
XV          TERM AND TERMINATION; CONSEQUENCES OF TERMINATION           26
XVI         ASSIGNABILITY                                               30
XVII        AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY                31
XVIII       STATUS OF PRIOR AGREEMENT                                   31
XIX         FORCE MAJEURE                                               32
XX          NON-COMPETITION CLAUSE                                      32
XXI         PARTNERSHIP/AGENCY; THIRD PARTIES                           32
XXII        GOVERNING LAW                                               33
XXIII       NOTICES                                                     34
</TABLE>

                                   APPENDICES:

Appendix I:        Products
Appendix II:       LEO Logo Guidelines
Appendix III:      LEO Product Concept
Appendix IV:       Patents
Appendix V:        Batch Size and Minimum Order Quantity Per Delivery
Appendix VI:       QA/QC Agreement
Appendix VII:      GALEN's Pharmaceutical Import License
Appendix VIII:     Pharmacovigilance Agreement
Appendix IX:       Complaints and Product Recall


                                                                               2
<PAGE>
                                    AGREEMENT



                                     between


GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin,
Ireland (hereinafter referred to as "GALEN")

                                       and

LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter
referred to as "LEO").

Capitalized terms not otherwise defined herein shall have the meanings set forth
in Article I of this Agreement.

WHEREAS, LEO has discovered and developed and owns proprietary information to a
Combination Product consisting of the Compound and Betamethasone Dipropionate in
an ointment and has filed a patent for the Combination Product; and

WHEREAS, GALEN has marketing expertise within the field of dermatology; and

WHEREAS, GALEN and LEO are interested in collaborating on the marketing of
the Combination Product in the Territory;

NOW THEREFORE, the Parties hereby agree as follows:

I - DEFINITIONS

1.1  "Action or Proceeding" shall mean any action, suit, proceeding, arbitration
     or Governmental or Regulatory Authority action, notification, investigation
     or audit.

1.2  "Affiliate" shall mean, with respect to any Person, any Person which,
     directly or indirectly, controls, is controlled by, or is under common
     control with, the specified Person. For purposes of this definition, the
     term "control" as applied to any Person, means the possession, directly or
     indirectly, of at least fifty-one per cent (51%) of

                                                                               3
<PAGE>
     the power to direct or cause the direction of the management of that
     Person, whether through ownership of voting securities or otherwise.

1.3  "Agreement" shall mean this License and Supply Agreement between GALEN and
     LEO.

1.4  "BMS" shall mean Bristol-Myers Squibb Company.

1.5  "BMS Agreements" shall mean the agreement dated September 28, 1989 between
     BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6,
     1992, April 8, 1993 and on the date hereof and the Product Supply Agreement
     between BMS and LEO dated as of April 8, 1993, each as may be amended or
     supplemented by the parties in the future.

1.6  "Combination Product" shall mean the pharmaceutical formulations containing
     both the Compound and Betamethasone Dipropionate in an ointment.

1.7  "Compound" shall mean the compound Calcipotriene, a vitamin D analogue with
     the formula C27H4003.

1.8  "current Good Manufacturing Practices" shall mean the regulatory and other
     standards of good manufacturing practice in the Territory, as in effect
     from time to time, relating to the Manufacture of medicinal products.

1.9  "Dovonex(R) Agreement" shall mean the License and Supply Agreement dated as
     of even date herewith between LEO and GALEN relating to the Dovonex(R)
     Product.

1.10 "Dovonex(R) Product" shall mean products containing the Compound and sold
     under the trademark Dovonex(R) in the Territory.

1.11 "Effective Date" shall mean the date on which this Agreement becomes
     effective pursuant to Section 3.4(c) of the Master Agreement dated as of
     even date herewith between LEO and GALEN.

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

1.13 "Finished Product" shall mean the Products which are ready for sale to
     customers in finished, final packaged form.


                                                                               4
<PAGE>
1.14 "GALEN Information" shall mean any information (including, but not limited
     to, technical improvements, financial and marketing information) developed,
     made and/or generated by GALEN relating to and made as a result of its work
     with the Products.

1.15 "Governmental or Regulatory Authority" shall mean any court, tribunal,
     arbitrator, agency, commission, official or other instrumentality of the
     United States or any relevant country, state, province, county, city or
     other political subdivision.

1.16 "Gross Margin" shall mean Net Sales less an amount equal to a percentage of
     Net Sales determined by adding the purchase price, as set forth in Section
     3.2 and the applicable royalty rate, set forth in Section 5.1.

1.17 "IND" shall mean the Investigational New Drug Application, as defined in
     the United States Federal Food, Drug and Cosmetic Act and applicable
     regulations promulgated thereunder as amended from time to time, filed in
     the United States for the Product.

1.18 "Laws" shall mean all laws, statutes, rules, regulations, ordinances and
     other pronouncements having the effect of law of any relevant Governmental
     or Regulatory Authority.

1.19 "LEO Logo Guidelines" shall mean the guidelines for use of the LEO name and
     the Assyrian Lion logo, Appendix II.

1.20 "LEO Product Branding" shall mean the Trademark, the LEO name, the Assyrian
     Lion, the LEO Logo Guidelines, the LEO Product Concept, and any domain
     names or websites related to the Product in the Territory.

1.21 "LEO Product Concept" shall mean the global concept for packaging and
     promotional materials related to the Products developed by LEO, Appendix
     III.

1.22 "Losses" shall mean any and all damages, fines, fees, penalties,
     deficiencies, losses and expenses (including without limitation interest,
     court costs, reasonable fees of attorneys, accountants and other experts or
     other expenses of litigation or other proceedings or of any claim, default
     or assessment).


                                                                               5
<PAGE>
1.23 "Manufacture" shall mean all the activities relating to production of each
     Product, spanning from purchasing raw materials to packaging Product
     including, but not limited to, purchasing raw materials, packaging
     materials, production, quality control and assurance, filling, labelling,
     packaging and finishing, release, holding and storage and the tests and
     analyses conducted in connection therewith.

1.24 "Manufacturing Authorization" shall mean the authorization to Manufacture
     the Products as granted by the relevant Governmental or Regulatory
     Authorities.

1.25 "NDA" shall mean the New Drug Application filed with the FDA for the
     Product, requesting permission to place the Product on the market in
     accordance with 21 C.F.R. Part 314 and all supplements filed pursuant to
     the requirements of the FDA, including all documents, data and other
     information concerning the Products which are necessary for FDA approval to
     market a product in the United States.

1.26 "Net Sales" shall mean the adjusted gross invoice price, the adjusted gross
     invoice price being the aggregate sales of GALEN and its Affiliates of the
     Product to unaffiliated third parties in the Territory (but not including
     sales between GALEN and its Affiliates) less sales returns and allowances,
     including trade, quantity and cash discounts and any other adjustments,
     including those granted on account of price adjustments, billing errors,
     rejected goods, damaged goods, Recalls, returns, rebates, chargeback
     rebates, fees, reimbursements or similar payments granted or given to
     wholesalers or other distributors (including retailers), buying groups,
     health care insurance carriers or other institutions, freight and insurance
     charges billed to the customers, customs or excise duties, sales tax and
     other taxes (except income taxes) or duties relating to sales, and any
     payment in respect of sales to any Governmental or Regulatory Authority in
     respect of any Federal or state Medicaid, Medicare or similar program, all
     as determined in accordance with generally accepted accounting principles
     on a basis consistent with GALEN's audited financial statements, provided,
     however, that the deductions from aggregate sales described above shall in
     no event exceed eight percent (8%).

1.27 "Party" shall mean GALEN or LEO, as the case may be, and "Parties" shall
     mean GALEN and LEO.

1.28 "Patents" shall mean the patents and patent applications owned and
     controlled by LEO and listed in Appendix IV hereto, together with any
     reissues, extensions, substitutions, confirmations, registrations,
     revalidations, additions, divisions,

                                                                               6
<PAGE>
     continuations, or continuations-in-part, of or to the aforesaid patents and
     patent applications and/or any patents issuing thereon, and any other
     patents owned by, or licensed to LEO in the Territory which, in the absence
     of a license, would be infringed by the Manufacture, use or sale of
     Products.

1.29 "Person" shall mean any individual, firm, corporation, partnership, limited
     liability company, trust, joint venture, Governmental or Regulatory
     Authority or other entity or organization.

1.30 "Product" or "Products" shall mean the Combination Product(s) listed in
     Appendix I, which may be amended from time to time.

1.31 "Registrations" shall mean the authorization to sell the Product in the
     Territory as granted by the FDA or other relevant Governmental or
     Regulatory Authority.

1.32 "Technical Information" shall mean all information in the possession of LEO
     and/or its Affiliates, and the information transferred from BMS to GALEN,
     regarding preclinical, chemical-pharmaceutical and clinical data or other
     scientific information (including specifications, master batch records,
     analytical methods including validation protocol and the drug master file),
     or secret know-how about Product including, but not limited to marketing
     know-how and show-how or uses for the Product in the possession of LEO
     regarding the Product necessary for GALEN to fulfil its obligations under
     the Agreement.

1.33 "Territory" shall mean the fifty (50) states of the United States of
     America, the District of Columbia, its territories and current possessions.

1.34 "Trademark" shall mean the trademark Dovobet(R) owned by LEO, or any other
     trademark LEO may select for the Product.

II - RIGHTS

2.1  Grant. LEO hereby grants GALEN, and GALEN accepts from LEO, subject to the
     terms, conditions and provisions of this Agreement, an exclusive license
     subject to Article 4.1, with the right to sublicense GALEN's Affiliates,
     under the Trademark, Patents and Technical Information owned by, or
     licensed to, LEO to import, store, distribute, use and sell the Products in
     the Territory.


                                                                               7
<PAGE>
2.2  LEO, its affiliates and its partners will be free to use GALEN Information
     (other than confidential financial information regarding GALEN), but shall
     be subject to the same confidentiality obligations set forth Article VIII.

III - SUPPLY OF FINISHED PRODUCTS

3.1  Supply. In order to ensure the quality of the Products to be sold by GALEN,
     GALEN shall purchase from LEO, and LEO shall supply to GALEN, according to
     supply conditions as laid down in this Agreement, either from LEO or from
     such other sources as LEO shall authorise subject to Article 3.9.1(b),
     GALEN's total requirements of the Products for use and sale for the term of
     this Agreement.

3.2  Purchase Price. The purchase price will be a percentage calculated on the
     Net Sales of Product sold by GALEN or its Affiliates in the Territory
     calculated as follows for the first period, i.e. the period running from
     the Effective Date until the end of the calendar year in which the
     Agreement becomes effective and the subsequent periods of twelve (12)
     months (calendar years) :

<TABLE>
<CAPTION>
     Supply Price       Annual US Net Sales Increment
     ------------       -----------------------------
<S>                     <C>
     25%                Up to USD 50 million
     22.5%              Between USD 50 million and USD 100 million
     20%                Over USD 100 million
</TABLE>

     It is understood that LEO has no obligation to deliver Products at a floor
     price below four (4) times the LEO group variable cost at all times (raw
     materials, packaging materials including art work, energy, labour etc.) of
     the manufacture of the Products.

3.3  Invoicing. LEO shall issue an invoice with each shipment of Products
     pursuant to this Agreement and GALEN agrees to pay such invoice in
     immediately available funds within end of month + thirty (30) days from the
     date of invoice. Invoicing and payments for Products shall be denominated
     in United States Dollars. Payment shall be made to an account designated by
     LEO in writing. The supply price of Products reflects shipping terms of FCA
     [Site of Production] (ICC Incoterms 2000).

     3.3.1 Invoice Adjustments. Because the Purchase Price is based on Net Sales
     and will not be known precisely at the time of shipment of Products by LEO,
     the invoice price shall reflect the estimated Purchase Price agreed by the
     Parties.


                                                                               8
<PAGE>
     Each year on 1 August an invoice price will be established for the
     following calendar year based on the expected Net Sales and on 1 January
     the invoice price of the stock of goods at GALEN will be adjusted to the
     new invoice price agreed for that new year.

     Adjustments to correct the invoiced amount shall be made quarterly
     following receipt of information on the actual Net Sales realized on the
     sale of Products ex GALEN.

     GALEN shall render to LEO, within sixty (60) days after the end of each
     calendar quarter, a detailed report setting forth Net Sales for the
     preceding calendar quarter, the corresponding units by SKU represented by
     such Net Sales, the manner in which Net Sales have been calculated, as well
     as a calculation of said adjustments to invoice prices. Settlement is to
     take place at the time of delivery of the report.

     Any payment made by GALEN hereunder after the date such payment is due,
     shall bear interest at the lesser of: (a) one and one half percent (1.5%)
     per month or (b) the maximum rate permitted by applicable law. The interest
     on late payments shall be calculated from the date payment was due until
     actually received by LEO.

3.4  Forecasts/Firm Orders.

     (a) To the extent possible, taking into account the Registration process,
     as soon as practicable prior to the Effective Date, GALEN will provide LEO
     with a firm order for the period from the Effective Date up to and
     including the end of the fourth full month following the Effective Date.
     LEO will supply the quantities set forth in such firm order in accordance
     with the delivery schedule set forth therein, and to the extent such firm
     order is not sufficient to meet GALEN's actual requirements of the Product
     for such period, LEO will use commercially reasonable efforts to supply
     GALEN with its requirements beyond the amounts specified in such firm
     order.

     To the extent possible, taking into account the Registration process, as
     soon as practicable prior to the Effective Date, or if not possible, as
     soon as practicable after the Effective Date, GALEN shall provide to LEO
     final specifications for the labeling and packaging of each presentation of
     the Product identifying LEO as the manufacturer of the Product and GALEN
     (or its subsidiary, Warner Chilcott, Inc.) as

                                                                               9
<PAGE>
     the distributor thereof, including all necessary photo-ready art (or its
     substantial equivalent). GALEN understands and acknowledges that the lead
     time for the first shipment of Product following the receipt of such final
     specifications shall be four (4) months.

     For supplies thereafter, firm orders shall be filled by LEO in accordance
     with the firm orders placed by GALEN pursuant to Article 3.4. (b).

     (b) LEO will with five (5) working days following the end of each calendar
     month receive from GALEN a rolling forecast covering twenty four (24)
     months of which the first four (4) months must be covered by firm orders
     (consisting of the then current month and the following three (3) months).
     LEO shall, to the best of its ability, supply the exact amount of Finished
     Products that GALEN has ordered. GALEN accepts that a variation in
     deliveries of +/- ten percent (10%) may occur. If LEO is not in the
     position to deliver Finished Products at the delivery dates stated in the
     respective firm order for technical reasons, LEO shall immediately inform
     GALEN. Both Parties will agree to a postponement or cancellation of the
     firm order affected. In the event of a postponement, LEO shall deliver
     within four weeks of the original delivery date. If LEO is not in the
     position to deliver Finished Products at the delivery dates stated in the
     respective firm order for any reasons other than technical reasons or at a
     date otherwise agreed upon with GALEN, LEO shall deliver within four weeks
     of the original delivery date. GALEN shall maintain at least two (2)
     months' inventory of the Product (two (2) months inventory of each stock
     keeping unit (SKU)).

     If the Agreement is terminated, and such termination results from the
     breach of GALEN, then any amounts owed by GALEN to LEO in respect of firm
     orders as of the date of termination must be paid by GALEN

     (c) The batch-size and minimum order quantity per delivery shall be as set
     forth in Appendix V hereto.

3.5  Delivery. All shipments shall be shipped to such named place as GALEN shall
     with reasonable notice designate in writing, and will be in accordance with
     the delivery instructions and with the specifications for shipping and
     packing included with each purchase order. Delivery will be made by LEO to
     a common carrier as GALEN shall direct or to any special carrier which
     GALEN shall designate, along with a certificate of compliance and analysis
     in accordance with Article 3.9.12. All risk of loss, delay

                                                                              10
<PAGE>
     or damage in transit after delivery to such carrier shall be borne by
     GALEN. GALEN shall pay freight and insurance on all such shipments and all
     customs brokers' fees.

3.6  Controlling Provisions. In ordering and delivering, GALEN and LEO may
     employ their standard forms, but nothing in those forms shall be construed
     to modify or amend the terms of this Agreement and in case of conflict
     herewith, this Agreement shall control.

3.7  Acceptance of Shipments.

     3.7.1 Initial Acceptance. After receipt of a Product shipment, GALEN shall,
     within thirty (30) days, visually inspect the Product shipment and
     communicate acceptance or rejection to LEO in writing. The Parties agree
     that GALEN's visual inspection consists of (i) comparing the applicable
     order against the documentation accompanying the shipment to verify that
     the delivery date, identity, quantity and exterior shipment labelling
     comply with the order and (ii) visually inspecting the exterior of the
     Product shipment to verify that the shipment appears to be in good
     condition.

     3.7.2 Return and Replacement. Any quantities of the Products that are
     rejected and/or returned by GALEN in accordance with this Agreement and the
     rejection has been accepted by LEO shall be returned to LEO at the expense
     of LEO and at GALEN's option (a) shall be replaced by LEO as quickly as
     possible at its sole expense and the payment in respect of such quantities
     postponed until such replacement quantities are received and accepted by
     GALEN or (b) LEO shall refund any amounts paid in respect of such
     quantities to GALEN.

     3.7.3 Independent Verification. If LEO does not agree to the rejection of
     the Product the Parties will seek the opinion of an independent laboratory
     reasonably acceptable to both Parties, whose opinion shall be final and
     binding. The expenses for such expert opinion shall be borne by the Party
     shown to be wrong, or, if the expert cannot identify the responsible Party,
     then the Parties shall share equally the expenses connected with the expert
     and the expenses connected with the Products rejected and/or returned.

3.8  Representations, Warranties and Covenants of GALEN.  GALEN hereby
     represents, warrants and covenants to LEO as follows:


                                                                              11
<PAGE>
     3.8.1 Packaging Components. Subject to Article 3.9.8, GALEN shall provide
     LEO with all artwork or other material developed or produced by GALEN for
     product labels, product inserts and other printed packaging material. All
     such art work and other material shall be consistent with the LEO Product
     Concept wherever and whenever legally possible. GALEN shall be responsible
     for ensuring that Product labels and Product inserts that it provides
     pursuant to Article 3.9.8, and any other printed materials it provides,
     comply with all applicable Laws and with conditions laid down in the
     Registration. LEO has the right to purchase packaging components for six
     (6) months' use based on the forecasts delivered at the time when LEO
     purchases and GALEN shall reimburse LEO for costs involved in connection
     with discarded components due to changes wanted by GALEN in such
     components. The same applies if sale of a package size is discontinued,
     including, but not limited to, in case of termination of this Agreement by
     LEO due to a breach by GALEN, but excluding discontinuation or withdrawal
     in the case of termination of this Agreement by GALEN due to a breach by
     LEO.

     3.8.2 Storage. GALEN represents and warrants that Products delivered
     hereunder will be stored in full accordance with the applicable Laws in the
     Territory, and with the instructions given by LEO, and the national health
     authorities in the Territory. LEO has the right at any time during normal
     business hours, upon reasonable notice, to audit premises used by GALEN for
     holding and storage of Products in Territory and examine those parts of the
     premises, procedures and documentation involved in the activities of this
     Agreement.

     3.8.3 Changes in Product Labels and Printed Materials. In the event that
     GALEN requests changes in product labels, printed packaging materials or
     packaging inserts for Products and LEO has components for such materials in
     stock that it has purchased specifically for such Product that can no
     longer be used as a result of such changes, GALEN shall have the obligation
     to purchase the lesser of (a) all of the LEO stock of such components and
     (b) six months supply of the LEO stock of such components, at cost. GALEN
     shall give LEO at least four (4) months' notice in advance of any changes
     required to be made to the packaging materials. In case of termination of
     this Agreement, caused solely by GALEN's breach, GALEN shall reimburse LEO
     the cost of all packaging materials in stock, purchased specifically for
     the Products, at the time of such termination.

     3.8.4  Repackaging.  GALEN is not allowed to repack the Products or
     in any way change the original packaging of Products.


                                                                              12
<PAGE>
3.9  Representations, Warranties and Covenants of LEO. LEO hereby represents,
     warrants and covenants to GALEN as follows:

     3.9.1 Valid Manufacturing Authorization. (a) LEO owns a valid Manufacturing
     Authorization issued by the relevant Governmental or Regulatory Authority.

      (b) LEO is only allowed to make changes or take actions which will require
     GALEN to amend any Registration for good reasons and at its sole expense,
     including but not limited to transfer of any Product to alternative
     manufacturing facilities or changes in or replacement of equipment or a
     change in the Specifications, with the prior written consent of GALEN,
     which consent shall not be unreasonably withheld.

     3.9.2 Conformity with Specifications and Laws. Each Product delivered by
     LEO to GALEN hereunder has been Manufactured using a process that has been
     validated in accordance with current Good Manufacturing Practices and has
     been Manufactured in compliance with the specifications for such Product
     and with current Good Manufacturing Practices and all Laws with respect to
     the Manufacture of each Product. Each Product conforms to any further
     affirmation of fact as may be made on or in any other documentation
     associated with or related to such Products.

     3.9.3 Creation and Retention of Records. LEO shall be responsible for
     creating and retaining all records relating to Manufacturing, analysis,
     testing and release of materials, production and quality control (including
     in-process controls) for each Product, all in accordance with current Good
     Manufacturing Practices and shall provide copies to GALEN upon its
     reasonable request.

     3.9.4 Stability Studies. LEO shall conduct relevant stability studies on
     each Product to assure validity of such Product for its shelf life.

     3.9.5 Raw Materials and Products Provided by LEO. Except as otherwise
     specifically agreed between the Parties in writing, LEO shall be
     responsible for procuring all raw materials and other components for each
     Product. All raw materials and components procured by LEO and used in the
     Products shall be tested (by LEO or the supplier thereof) to assure that
     they meet applicable specifications and quality standards.


                                                                              13
<PAGE>
     3.9.6 Packaging Material. Unless required by Law no changes may be made by
     LEO to the packaging material for any Product without the prior written
     consent of GALEN. If changes are required by Law LEO shall consult with
     GALEN prior to the implementation of such changes.

     3.9.7 Storage. LEO shall store the raw materials, excipients, packaging
     articles, intermediate products and the Products under such conditions that
     the quality of such materials and the Products Manufactured therefrom are
     not affected.

     3.9.8 Approval of Product Labels, Printed Packaging Materials and Inserts.
     Prior to the first production of each Product for GALEN, LEO shall provide
     GALEN with information regarding the possible dimensions and parameters of
     product labels, printed packaging materials and inserts. Unless required by
     Law LEO will make no change to Product labels or Product inserts, submitted
     by GALEN in accordance with Article 3.8.1, without the prior written
     approval of GALEN. If changes are required by Law LEO shall consult with
     GALEN prior to the implementation of such changes.

     3.9.9 Reference Samples. LEO shall retain reference samples from each batch
     of Finished Products for the period of time required by applicable Law
     after the expiry date. Finished Products will be kept in their final
     packaging and stored under the recommended conditions. Samples of starting
     materials (other than solvents, gases and water) will be retained for the
     period of time required by applicable Law after the expiry date of the
     corresponding Finished Product. LEO shall retain samples sufficient to
     conduct at least two (2) re-examinations. LEO shall make reference samples
     available for inspection, testing, analysis and examination by GALEN and
     any relevant Governmental or Regulatory Authority, promptly upon request of
     GALEN.

     3.9.10 Validation.

      (a) The equipment and facilities used for manufacturing must be validated
     and qualified by LEO. The results must be documented in writing.

      (b) In the event that changes in the manufacturing process or in the
     Specifications take place pursuant to this Agreement, LEO shall perform
     such validations or revalidations as may be required by current Good
     Manufacturing Practices or reasonably requested by GALEN in writing.


                                                                              14
<PAGE>
     3.9.11 Control Tests.

      (a) LEO shall perform all control tests set forth in the Specifications.
     LEO shall confirm compliance in the form of a statement on each certificate
     of analysis which follows the goods.

      (b) At GALEN's reasonable request, LEO shall make samples from each batch
     available to GALEN. If control tests which GALEN elects to have carried out
     on the samples or the Products reveal any failure thereof to comply with
     the Specifications, GALEN shall promptly notify a named qualified person of
     LEO of said failure. In the event that the results of such control tests
     performed by GALEN shall differ from findings of LEO and no mutual
     agreement can be reached in respect thereof, then the Parties shall jointly
     designate an independent laboratory for the purpose of having that sample
     or Product subjected to a third control test as promptly as practicable.
     Should non-compliance of the Product in question be confirmed by such
     outside control, LEO undertakes to refund any payment already made to it
     with respect to such non-complying Product and to bear the cost of the
     third control test by such outside laboratory and replace such
     non-complying Product in accordance with Article 3.7. LEO shall bear the
     full cost of proper destruction of any non-complying Product. Should
     compliance of the Product in question be confirmed by such outside control,
     GALEN undertakes to bear the cost of such third control test and to pay for
     the Products in question. If the outside control is unable to determine
     conclusively whether the Product in question is in compliance or not, the
     Parties shall share equally the expenses connected with the outside control
     and the expenses connected with the replacement and destruction of the
     allegedly non-complying Product.

     3.9.12 Batch Release. LEO shall ensure that each Product has been
     Manufactured in compliance with the requirements of the Registration and
     shall release only batches accompanied by a certificate of compliance
     signed by a qualified person of LEO that the Product has been Manufactured
     by LEO according to the Specifications and that LEO is committed to inform
     GALEN in the event of any change in the manufacturing process or in the
     analytical specification, in accordance with the terms of this Agreement,
     and of any noted incident occurring during the Manufacture of the Product.
     In preparing the certificate of compliance, qualified person of LEO shall
     take into account analytical results, essential information such as the
     production conditions, the results of in-process controls and the
     examination

                                                                              15
<PAGE>
     of manufacturing documents. LEO shall create and retain records relating to
     each batch of the Product Manufactured hereunder in accordance with
     applicable Law.

     3.9.13 LEO Resources. LEO has appropriately qualified and trained
     personnel, adequate premises and space, suitable equipment and services,
     correct materials, containers and labels, suitable storage and the
     knowledge and experience to carry out satisfactorily the supply of Finished
     Product to GALEN.

     3.9.14 Key Personnel. LEO shall provide GALEN with a list of its Key
     Personnel for QC release along with specimens of their signatures or other
     appropriate identifiers such as electronic identification codes subject to
     adequate security measures and shall keep GALEN informed as to changes in
     its Key Personnel from time to time.

     3.9.15 Quality. LEO shall refrain from any activity that will adversely
     affect the quality of any of the Products Manufactured for GALEN.

     3.9.16 Quality Audit. LEO shall make that portion of its manufacturing
     facilities where the Products are Manufactured, including all records and
     reference samples related to the Products, available for inspection by
     GALEN and representatives of applicable Governmental or Regulatory
     Authorities during business hours. Records made available for inspection
     hereunder shall include all records relevant to assessing the quality of a
     product in the event of a complaint or a suspected defect. Inspections by
     GALEN shall be conducted only by a duly authorized representative of GALEN
     or the relevant Governmental or Regulatory Authority and shall be limited
     to determining whether there is compliance with current Good Manufacturing
     Practices, the Registration and other requirements of this Agreement and of
     applicable Law. In addition, the Parties agree that a member of GALEN'S
     pharmaceutical quality assurance team may be present at all such
     inspections. In the event such representatives conclude that any
     non-conformity with such requirements is continuing, the Parties shall use
     their respective best efforts to resolve the issue as quickly as possible.

     3.9.17 Environmental; Health and Safety Matters.

     (a)  LEO shall perform all of the services provided herein in compliance
          with all environmental Laws and shall be solely responsible for all
          environmental Losses at sites controlled by LEO.


                                                                              16
<PAGE>
     (b)  LEO shall be solely responsible for implementing and maintaining
          health and safety procedures for the manufacture, generation,
          packaging, handling and storage of the raw materials, hazardous
          materials, waste, packaging components and Products as provided
          herein. Such procedures shall comply with all relevant environmental
          Laws. GALEN shall have no responsibility for developing, implementing
          or overseeing health and safety programs at LEO.

3.10 As soon as possible and no later than three (3) months following the
     Effective Date, LEO and GALEN will enter into a QA/QC Agreement
     substantially in the form of Appendix VI . Until such agreement has been
     signed, the terms of Appendix VI shall apply. To the extent of any conflict
     or inconsistency between this Agreement and such QA/QC Agreement, the terms
     of this Agreement shall control, unless otherwise agreed to in writing
     between the Parties.

3.11 Products shall have a minimum shelf life of sixteen (16) months from the
     date of shipment.

3.12 Notice of Noted Incidents and Abnormal Results. The Parties shall promptly
     inform each other in writing of any incident that would be reportable to
     the applicable Governmental or Regulatory Authority.

IV - MARKETING

4.1  GALEN shall bear all of the cost and expense of advertising and promoting
     the Products in the Territory. GALEN's advertising and promotional
     materials shall be in accordance with the claims approved by the FDA and in
     accordance with the LEO Product Branding wherever and whenever legally
     possible. GALEN shall not use any advertising or promotional materials,
     which are not consistent with the basic statements of LEO regarding the
     Products. The respective departments within LEO and GALEN will communicate
     to discuss any relevant issues regarding basic statements. GALEN shall
     provide LEO with samples of its promotional material.

     Regular meetings will be held between GALEN and LEO in order to discuss the
     ongoing business. GALEN shall annually prepare a business plan for the
     forthcoming calendar year. The business plan shall contain a forecast of
     sales based on market information data and allocation of resources. GALEN
     shall deliver a draft business plan by 1 August and a final business plan
     by 30 October of each

                                                                              17
<PAGE>
     successive calendar year. The Parties shall discuss each such business plan
     at a meeting to be held no later than 15 September of each year, and GALEN
     shall in good faith take into account changes to such business plan
     recommended by LEO.

     GALEN shall provide LEO with quarterly market updates. GALEN and LEO shall
     at the above mentioned business plan meeting in September each year agree
     upon minimum sales for the ensuing year, taking into account, among other
     things, market conditions, regulatory issues and competition. If GALEN and
     LEO are unable to agree upon minimum sales or any other matter to be agreed
     under this Agreement, the matter shall be referred to the Chief Executive
     Officers of each Party for good faith resolution. If the Chief Executive
     Officers of each Party are unable to agree upon minimum sales within 45
     days the minimum sales will be fixed by an independent third party
     acceptable to both Parties, the cost of such third party to be shared
     equally by the Parties. In the event of circumstances that change the
     assumptions made at the time the minimum sales were agreed, e.g.,
     introduction of a generic of the Product or serious limitations in the use
     of the Product for psoriasis become apparent, then the Parties shall meet
     in good faith and adjust the minimums.

     If GALEN is unable to achieve the agreed minimum sales then this License
     and Supply Agreement can be made non-exclusive upon 90 days' written notice
     to GALEN, provided, however, that GALEN shall be permitted during such 90
     day period to pay an amount equal to the shortfall between the minimum
     purchase quantities and the actual quantity of Product purchased, and upon
     such payment to avoid the conversion of this License and Supply Agreement
     to a non-exclusive agreement.

4.2  Reasonable quantities of Product samples required in accordance with
     GALEN's marketing plans will be delivered at the sample price. At the time
     of signing of this Agreement the sample price is two thirds (2/3) of the
     supply price otherwise applicable for the corresponding smallest sales
     package of 3 gram tubes. The minimum sample price for a 3 gram tube is 0.55
     USD. The minimum sample price shall be adjusted for inflation once each
     year effective 1 January, in an amount equal to the increase according to
     the latest update in the official "Summarisk lonindeks for den private
     sektor i Danmark" (Danish Index of Average Earnings by Industry in the
     Private Sector), see www.dst.dk.


                                                                              18
<PAGE>
4.3  Within five (5) working days following the end of any calendar month GALEN
     shall send to LEO a sales and stock report in a form that LEO may from time
     to time specify, showing in respect of each particular size and type of
     Products the number of and the value in USD of units sold during the
     previous calendar month, the stock of Products and monthly sales forecasts
     for the following twenty-four (24) months.

4.4  GALEN shall keep its accounts updated in such a manner that control of
     sales of the Products and other GALEN Information regarding payment can be
     made by LEO who shall be entitled to audit GALEN's accounts in accordance
     with Article 5.3.

4.5  GALEN is not entitled to perform any pre-clinical or clinical studies,
     seeding trials, observational studies or any other pre or post marketing
     studies, or any other activities relation hereto, without the prior written
     consent of LEO and the prior written approval of the protocols by LEO, such
     consent and approval not to be unreasonably withheld. Products to be used
     in any such pre-clinical or clinical studies shall be delivered by LEO to
     GALEN at a price equivalent to 75% of the purchase price as defined in
     Article 3.2.

4.6  GALEN shall keep LEO currently informed of any relevant new developments in
     the pharmaceutical market in the Territory, e.g. changes in governmental
     policies which may affect the Registrations obtained or applied for, import
     and sales of the Products, competitors' activities and attitudes among the
     medical profession. Further, the Parties shall keep each other fully
     informed about all new information relevant for Products in the Territory.

     GALEN shall also keep LEO informed of GALEN's chains of distribution for
     Products in the Territory.

V - ACCOUNTING AND ROYALTY PAYMENT

5.1  In consideration of the rights granted in Article II GALEN shall pay to LEO
     a royalty calculated on the Net Sales of Products sold by GALEN or its
     Affiliates in the Territory in consideration of the Patent, Technical
     Information and Trademark licenses granted by LEO to GALEN in Article II.

     The royalty rate will be calculated as follows for the first period, i.e.
     the period running from the Effective Date of the Agreement until the end
     of the calendar year

                                                                              19
<PAGE>
     in which the Agreement becomes effective, and the subsequent periods of
     twelve (12) months (calendar years):

<TABLE>
<CAPTION>
     Royalty Rates      Annual US Net Sales Increment
     -------------      -----------------------------
<S>                     <C>
     15%                Up to USD 50 million
     12.5%              Between USD 50 million and USD 100 million
     10%                Over USD 100 million
</TABLE>

5.2  The report rendered by GALEN pursuant to Article 3.3.1 shall also include a
     calculation of royalty payments due pursuant to Article 5.1 for the
     preceding calendar quarter, such royalties to be paid at the time of
     delivery of the report.

5.3  GALEN agrees to keep accurate records in sufficient detail to enable the
     royalties payable hereunder and the invoice adjustments as mentioned in
     Article 3.3.1 to be determined, and upon the request of LEO, shall permit
     an independent, certified public accountant selected by LEO (except one to
     whom GALEN has some reasonable objection), at the sole expense of LEO , to
     have access during ordinary business hours to GALEN's records (a) to
     determine the correctness of any report and/or payments made under this
     Agreement or (b) to obtain information as to the royalty payable for any
     such period in case of GALEN's failure to report or pay pursuant to this
     Agreement. Notwithstanding the prior sentence, in the event such inspection
     discloses that any payments made to LEO pursuant to Articles 5.1 or 3.3
     hereunder for any accounting period were deficient by more than 5%, GALEN
     shall reimburse LEO for the cost of such inspection. This right of review
     shall terminate three (3) years after receipt by LEO of GALEN's quarterly
     account. Said accountant shall not disclose to LEO any information other
     than information relating to the accuracy of the reports and payments made
     under this Agreement and in no event are the quantities and prices to
     individual customers to be disclosed to LEO.

5.4  Royalties shall be computed upon Net Sales sold by GALEN and shall be
     remitted in United States Dollars via bank transfer to an account
     designated by LEO in writing.

5.5  If Laws require withholding of taxes imposed upon LEO on account of
     royalties accruing under this Agreement, such taxes will be deducted by
     GALEN from such remittable royalty and will be paid by GALEN to the proper
     taxing authority. Proof of payment shall be secured and sent to LEO as
     evidence of such payment.


                                                                              20
<PAGE>
5.6  In no case shall the sums received by LEO as royalties for sale of Products
     be returned to GALEN unless found to be in error.

VI - PATENT PROTECTION AND VALIDITY

6.1  LEO agrees to prosecute and maintain the Patents within the Territory.

6.2  LEO agrees within reasonable limits to protect from infringement of the
     Patents and GALEN shall notify LEO of any such infringement. When a third
     party, in GALEN's opinion, infringes the Patents and the infringement is
     expected to constitute a substantial unlicensed competition, GALEN shall
     provide LEO with any available evidence of the infringement. LEO shall use
     all reasonable measures, whether by Action or Proceeding or otherwise to
     prevent such infringement. All costs and expenses of such Action or
     Proceeding or other activity, unless collected from the third party against
     which the same is brought, shall be borne by LEO. GALEN shall, at the
     request of LEO, co-operate with LEO in all respects including, but not
     limited to, making available to LEO or its legal representative, all
     relevant papers, records, information, samples, specimen, and the like.
     GALEN shall use its influence to make any of its employees testify when
     requested by LEO. Any recovery obtained by LEO as the result of such Action
     or Proceeding, by settlement or otherwise, shall after deduction of costs
     and expenses involved in such a proceeding be shared equally by the
     Parties.

VII - THIRD PARTIES INTELLECTUAL PROPERTY CLAIMS

7.1  If an Action or Proceeding is filed by any third party against GALEN as
     defendant alleging that GALEN's operation under the licensed Patents,
     Trademark and/or the Technical Information constitutes an infringement of
     the intellectual property rights of the said third party, LEO, upon GALEN's
     request, shall use its best efforts to make available to GALEN any relevant
     records, papers, expert information, samples, formulae and the like, and
     shall co-operate in such defence with GALEN as may be reasonably requested
     by it.

7.2  In case of such Action or Proceeding or threat thereof, GALEN shall notify
     LEO promptly. Should GALEN decide not to take up the defence, LEO may at
     its entire discretion take up the defence itself, but is under no
     obligation to do so. If and when LEO takes up a defence GALEN shall, upon
     the request of LEO, assist LEO to the best of its ability with legal and
     technical advice and assistance, evidence and

                                                                              21
<PAGE>
     documentation. Fifty percent (50 %) of the royalty payments necessitated by
     a settlement may be deducted from GALEN's obligation under Article 5.1,
     provided that this deduction does not reduce the royalty payments in
     Article 5.1 by more than fifty percent (50 %). However, GALEN shall consult
     with LEO in case such settlement may involve other payments.

7.3  This Agreement is deemed to continue in full force, including GALEN's
     obligation to pay full royalty during a pending action or proceeding
     instituted by third party due to GALEN's working under licensed Patent or
     Trademark rights and/or Technical Information granted hereunder. However,
     for as long as such action or proceeding is pending GALEN shall escrow the
     royalty due in a bank acceptable to LEO. If GALEN is ultimately held liable
     to any third party who brings suit, then GALEN can deduct any payments made
     to said third party in the form of damages or royalty payments from the
     above escrow account and then from its obligation under Article 5.1.

VIII - CONFIDENTIALITY

8.1  All Technical Information disclosed to GALEN and all GALEN Information
     disclosed to LEO shall be considered confidential regardless of
     designation, and shall not be disclosed by the receiving Party to any third
     party or used outside the scope of this Agreement without the prior written
     consent of the disclosing Party except to a duly authorised Governmental or
     Regulatory Authority in connection with the Registration or regulation of
     the Products or if otherwise required by Law. In the event that a receiving
     Party is asked to disclose any confidential information to a Governmental
     or Regulatory Authority, such receiving Party will - if possible - notify
     the disclosing Party sufficiently prior to making such disclosure so as to
     allow the non-disclosing Party adequate time to take whatever action it may
     deem to be appropriate to protect the confidentiality of the information.
     The obligation not to disclose Technical Information and GALEN Information
     shall not apply to (a) any information that now or later becomes publicly
     available through no fault of the receiver, its officers, employees or
     agents; (b) any information that the receiver obtains from a third party
     not under a confidentiality obligation to the discloser with respect to
     such information; (c) any information that the receiver already has in its
     possession as indicated in its written records; and (d) any information
     that is independently developed or created by the receiver.


                                                                              22
<PAGE>
8.2  GALEN may have its officers, employees and outside investigators acquainted
     with the said Technical Information within the limit of necessity for use
     of Products imposing upon them the same secrecy obligations as GALEN owes
     hereunder.

8.3  This Article VIII shall survive termination of this Agreement for a period
     of ten (10) years, provided, however, that following the termination of
     this Agreement LEO shall be free to use all data, information or other
     confidential information relating to the Product and following the
     termination of this Agreement, GALEN shall be free to use all GALEN
     Information.

IX - REGISTRATIONS

9.1  LEO will be the owner and holder of the Registrations for the Products in
     the Territory. LEO will, at the request of GALEN, provide GALEN with a
     complete copy including any correspondence with the FDA as well as other
     relevant documents in the possession or control of LEO. LEO will appoint
     GALEN as its U.S. agent for purposes of the NDA and will timely supply
     GALEN with all information in its possession or control necessary to
     prepare and file reports required by the FDA. GALEN will act as U.S. agent
     and will keep Registrations updated, including, but not limited to, to
     maintaining the NDA and the IND and forthwith to inform and copy LEO with
     the updates.

9.2  Both Parties are entitled to participate in and shall be notified in
     advance by the other Party of all important meetings with the FDA provided
     such participation does not result in any significant delay.

X - TRADEMARKS

10.1 LEO is responsible for registration, maintenance and defense of the
     Trademark of the Products in the Territory. GALEN shall, immediately upon
     its knowledge hereof, be obliged to inform LEO of any possible infringement
     of the Trademark. GALEN agrees to use the Trademark only in accordance with
     standards and guidelines communicated by LEO from time to time during the
     term of this Agreement. GALEN agrees that its use of the Trademark shall be
     in a commercially acceptable and responsible manner, and that no use by it
     of the Trademark shall reflect adversely upon the good name of LEO. All
     goodwill deriving from the use by GALEN of the Trademark pursuant to the
     terms of this Agreement or otherwise arising out of this Agreement shall
     accrue solely and exclusively to LEO.


                                                                              23
<PAGE>
10.2 GALEN shall not at any time register, or cause to be registered, in its
     name or in the name of another, or authorize the use of, during or after
     the term of this Agreement, the Trademark or any other trademark, name or
     design resembling or similar to the Trademark. GALEN shall not use the
     Trademark in combination with another, as part of a trade name or service
     mark of any corporation or other business organization except with the
     prior written consent of LEO.

10.3 GALEN and LEO are not, without the other Party's written consent, in any
     way electronically on the Internet or otherwise, entitled to use or
     register any of the other Party's intellectual property rights such as, but
     not limited to, trademarks, product names, descriptions etc. GALEN is not,
     without the written consent of LEO, in any way entitled to sell or promote
     any of the Products via the Internet. It being understood that sale of the
     Products via the Internet by a customer of GALEN does not constitute a
     breach of this provision.

10.4 All packaging and promotional material shall include the LEO logo and the
     Assyrian lion. The packaging and promotional material shall adhere to the
     LEO Product Branding wherever and whenever legally possible.

XI - AUTHORISATIONS

In accordance with legislation of the European Union, recipients of supplies of
medicinal products must be in possession of a manufacturing or importing
authorisation for medicinal products or an authorisation to engage in activity
as a wholesaler of medicinal products. Accordingly, for the duration of this
Agreement GALEN shall be in possession of relevant and valid authorisation(s)
covering the Territory. A copy of the present authorisation(s) is attached as
Appendix VII. GALEN shall forward copies of renewals of relevant authorisations
to LEO whenever such authorisations expire and are renewed.

XII - QUALITY ASSURANCES

12.1 LEO warrants that Products sold to GALEN is of pharmaceutical grade and
     quality suitable for human use and that it meets the specifications
     approved by the applicable Governmental or Regulatory Authorities as such
     specifications may be revised from time to time as provided herein and that
     such Products conform to any further affirmations of fact as may be made on
     or in any other documentation associated or related to such Products.


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<PAGE>
12.2 In the event GALEN determines that any Products already in interstate
     commerce in the Territory presents a risk or injury or gross deception or
     is otherwise defective and that recall of such Products is appropriate,
     GALEN shall conduct such recall in accordance with FDA guidelines and with
     the provisions as set out in Article 13.2. LEO shall fully co-operate with
     GALEN in the investigation of the cause of the recall. If the Parties agree
     that the cause of the recall was the fault of LEO, LEO shall reimburse the
     GALEN cost and expense associated with such recall provided, however, that
     liability of LEO under this provision shall not extend to any consequential
     damages associated with such recall.

XIII - SAFETY REPORTING, COMPLAINTS AND PRODUCT RECALL

13.1 As soon as possible and no later than three (3) months following the
     Effective Date, LEO and GALEN will enter into a Pharmacovigilance Agreement
     substantially in the form of Appendix VIII. Until such agreement has been
     signed by both Parties, the terms of Appendix VIII shall apply. To the
     extent of any conflict or inconsistency between this Agreement and such
     Pharmacovigilance Agreement, the terms of this Agreement shall control,
     unless otherwise agreed to in writing between the Parties.

13.2 GALEN must put in place a system for handling of customer complaints and
     product recall, which is in compliance with the guidelines furnished by
     LEO. LEO Guidelines "Group Policy - GP 07 Investigation of Customer
     Complaints" and "Group Policy - GP-08 Recall of LEO Products", Appendix IX.

XIV - RESPONSIBILITIES OF PARTIES

14.1 Compliance with Laws. Both LEO and GALEN shall observe all applicable Laws
     in effect in fulfilling their obligations under this Agreement.

14.2 Indemnification.

     14.2.1 Indemnification by LEO. In addition to the remedies set forth in
     Article 3.7, LEO shall indemnify and hold GALEN and its agents, directors,
     officers and employees and representatives harmless from and against any
     and all Losses which they may at any time incur by reason of any Action or
     Proceeding brought by any Governmental or Regulatory Authority or other
     third party against GALEN arising out of or resulting from (a) any
     misrepresentation, breach of warranty or

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<PAGE>
     non-fulfilment of or failure to perform any agreement or covenant made by
     LEO in this Agreement, (b) the use by GALEN of any Product delivered by LEO
     which does not comply with the Specifications therefor, or (c) any other
     negligent act or omission of LEO.

     14.2.2 Indemnification by GALEN. GALEN shall indemnify and hold LEO and its
     agents, directors, officers and employees and representatives harmless from
     and against any and all Losses which they may at any time incur by reason
     of any Action or Proceeding brought by any Governmental or Regulatory
     Authority or other third party against LEO arising out of or resulting from
     (a) any misrepresentation, breach of warranty or non-fulfilment of or
     failure to perform any agreement or covenant made by GALEN in this
     Agreement, (b) product liability claims other than those against which LEO
     has indemnified GALEN pursuant to Article 14.2.1, including, but not
     limited to, liability claims arising from improper storage of Products by
     GALEN or damage in transit to Products, or (c) any other negligent act or
     omission of GALEN.

     14.2.3 Survival. The obligation of the Parties in this Article XIV shall
     survive the expiration or earlier termination of this Agreement to the
     extent permitted by applicable Law.

14.3 In any case under the preceding Article 14.2, where GALEN or LEO is to
     indemnify the other, the control of the defence of any Action or Proceeding
     and negotiations for settlement and compromise thereof, shall repose with
     the indemnifying Party, except that nothing in this paragraph shall be
     construed to relieve either Party hereto of the obligation to give the
     other all reasonable co-operation, assistance and authority necessary to
     permit full and complete defense of any Action or Proceeding; provided,
     however, that no Party will settle any of such claims without consent of
     the other Party; however, such consent shall not be unreasonably withheld.
     Both Parties shall, if desired, be allowed to participate, at their own
     expense, directly or through a representative e.g. their product liability
     insurers, in any Action or Proceeding.

XV - TERM AND TERMINATION; CONSEQUENCES OF TERMINATION

     15.1 This Agreement shall become effective on the Effective Date and shall
     continue in full force and effect as provided herein, unless modified or
     terminated in accordance with any of the provisions hereof, until the later
     of (A) the expiration of the term of the Dovonex(R) Agreement and (B) 27
     January 2020.


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<PAGE>
15.2 In the following events, LEO shall have the right to terminate this
     Agreement with immediate effect by written notice:

     15.2.1 If GALEN does not exercise the Option on or before August 1, 2005
     (with effect as of 1 January 2006 at the latest), provided, however, that
     if GALEN decides not to exercise the Option with effect as of 1 January
     2006 at the latest because (i) the aggregate turnover of the Dovonex(R)
     Product in the U.S. during the period 1 July 2004 - 30 June 2005, as
     measured by IMSHealth, is equal to or less than U.S.$50,000,000 (fifty
     million dollars) or (ii) on or prior to August 1, 2005 a generic product
     that is AB rated to any Dovonex(R) Product is approved by the FDA and has
     become commercially available, provided, for purposes of subclause (ii)
     above, that GALEN has not provided assistance to the holder of the
     registration for the AB rated product to obtain such registration, then LEO
     shall not have such right to terminate the Agreement.

     15.2.2 If the Combination Product obtains a Registration prior to 1 August
     2005 and GALEN has exercised the Option but there has not yet been a
     Closing when this Agreement becomes effective, and Closing does not occur
     on or prior to 14 January 2006 and there is no reasonable possibility that
     a Closing will occur thereafter.

     15.2.3 If the Dovonex(R) Agreement is terminated due to GALEN's default or
     breach of said agreement.

15.3 In the event that GALEN and LEO agree, at any time after the seventh
     anniversary of the Effective Date, that further commercialisation of
     Products no longer are sound due to therapeutic or economic reasons, then
     either Party can with six (6) months' prior notice terminate this
     Agreement.

15.4 In the event that one of the Parties hereto materially defaults or breaches
     any of the provisions of this Agreement, the other Party shall have the
     right to terminate this Agreement upon sixty (60) days' written notice,
     provided, however, that if the Party in default within the sixty day period
     referred to, remedies the said default or breach, the Agreement shall
     continue in full force and effect.


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<PAGE>
15.5 In the event that the FDA does not approve a Registration for the Product
     and there is no reasonable possibility to obtain approval, GALEN shall -
     within 90 days - have the right to terminate this Agreement upon ninety
     (90) days' written notice.

15.6 In the event that the patent application filed by LEO with the United
     States Patent and Trademark Office for the Combination Product is rejected
     by the Patent Examiner and the route of appeal of such rejection has been
     exhausted or is not diligently pursued by LEO or LEO has not obtained a
     U.S. patent within five (5) years from the date of filing of such
     application with the United States Patent and Trademark Office, then GALEN
     may terminate this Agreement within ninety (90) days of such rejection of
     appeal, or on ninety (90) days' notice to LEO that LEO is not diligently
     pursuing such appeal, without any further obligation to LEO.

15.7 In the event that one of the Parties hereto enters into liquidation whether
     compulsorily or voluntarily (otherwise than for the purposes of
     amalgamation or reconstruction), compounds with its creditors, has a
     receiver or manager appointed in respect of all or any part of its assets,
     or is the subject of an application for an administration order or
     undergoes any analogous or similar act or proceeding under the laws of any
     other jurisdiction in consequence of debt the other Party shall have the
     right to terminate this Agreement with immediate effect by written notice.

15.8 If GALEN - for any three (3) consecutive calendar years - is unable to
     achieve the agreed minimum sales, LEO shall have the right to terminate
     this Agreement upon sixty (60) days' written notice.

15.9 In the event of termination of this Agreement under the provisions of this
     Article XV GALEN shall not be relieved of the duty and obligation to pay in
     full all payments, including but not limited to royalties, accrued and
     unpaid at the effective date of such termination. In such event:

     15.9.1 GALEN shall return any and all Technical Information and any other
     information relating to the Product provided to GALEN and make no further
     use thereof;

     15.9.2 GALEN shall cease to make use of the Trademark, the other LEO
     Product Branding and all other information related to the Product, and all
     rights in the Trademark, the other LEO Product Branding and all other
     information relating to the Product will promptly revert to LEO and be
     transferred to LEO;


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<PAGE>
     15.9.3 if GALEN is then the owner of any patents specifically related to
     Product, GALEN shall transfer such ownership to LEO, except for LEO being
     in breach in which case GALEN will sell said patents and LEO will purchase
     said patents at a price equal to the expenses GALEN has borne in relation
     to developing, establishing and maintaining said patent rights;

     15.9.4 if GALEN is then the owner of any patents, which in part relates to
     Product then LEO, its Affiliates and partners shall have a royalty free
     license to such patents for the term of the patents;

     15.9.5 if GALEN is then the owner of any data related to the Product,
     including but not limited to, any data related to any study performed under
     this Agreement such data shall be transferred to LEO. At such time, LEO
     shall have the right, but not the obligation, to have assigned to LEO any
     then pending third party clinical agreement;

     15.9.6 GALEN shall transfer all Registrations held by GALEN - if any - to
     LEO or its designee.

     In the event that LEO terminates this agreement pursuant to:

     (a) Articles 15.4, 15.7 or 15.8,;or

     (b) Article 15.2.1 in the event that GALEN has not exercised the Option for
     reasons not including that (i) the aggregate turnover of the Dovonex(R)
     Products in the U.S. during the period 1 July 2004 - 30 June 2005, as
     measured by IMSHealth, is equal to or less than US$50,000,000 (fifty
     million dollars) or (ii) on or prior to August 1, 2005 a generic product
     that is AB rated to any Product is approved by the FDA and has become
     commercially available, provided, for purposes of this subclause (ii), that
     Galen has not provided assistance to the holder of the registration for the
     AB rated product to obtain such registration; or

     (c) Article 15.2.2 in the event that the Combination Product obtains a
     Registration prior to 1 August 2005 and GALEN has exercised the Option but
     there has not yet been a Closing when this Agreement becomes effective, and
     Closing does not occur on 1 January 2006 at the latest;


                                                                              29
<PAGE>
     then the transfers required under Articles 15.9.1, 15.9.2, 15.9.3, 15.9.5
     and 15.9.6 shall be made free of charge to LEO. Otherwise, the costs of
     transfers shall be split evenly between the parties.

     15.10 It is understood that GALEN - also after termination of the Agreement
     - shall be solely liable for any and all chargebacks and returns of
     Products sold by GALEN under the Agreement. GALEN shall destroy all returns
     of Products it receives also after the termination of the Agreement.
     Following such destruction, GALEN shall certify the destruction to LEO upon
     the written request of LEO.

XVI - ASSIGNABILITY

16.1 This Agreement and the licenses and rights herein granted shall be binding
     upon, and shall inure to the benefit of successors of the Parties hereto,
     or to any assignee of all of the good will and entire business assets of a
     Party hereto relating to pharmaceuticals, but shall not otherwise be
     assignable without the prior written consent of the other Party.

16.2 Furthermore, in the event GALEN merges with or is acquired by a company and
     the new entity no longer gives priority to dermatology or in the event
     GALEN merges with or is acquired by a company having a product which is a
     topical vitamin D3 or any analog thereof or a fixed combination of vitamin
     D3 or any analog thereof with a corticosteriod with indications that
     directly compete with the indications approved for the Product and such
     product has sales, at the time of such transaction, equal to at least 10%
     of the Net Sales of Products, and such products are not divested or
     out-licensed, then the rights granted herein are not assignable without the
     prior written consent of LEO, which consent shall not be unreasonably
     withheld. If LEO does not consent, then LEO is obliged to acquire the
     rights granted GALEN including all necessary approvals for marketing of the
     Product by paying to GALEN one (1) times GALEN's Gross Margin for the
     Products for the twelve (12) months preceding the event, or if there is
     less than twelve (12) months of sales by GALEN, the Gross Margin of such
     pro rata period multiplied to equal a period of twelve (12) months.

16.3 For the avoidance of doubt, LEO agrees and acknowledges that GALEN may
     perform any or all of its obligations under this Agreement through its U.S.
     Affiliate, Warner Chilcott, Inc., provided however, that GALEN shall remain
     jointly

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<PAGE>
     and severally liable for the performance of any obligations that are
     delegated to Warner Chilcott, Inc.

XVII - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

17.1 The Agreement shall not be changed or modified orally.

17.2 Any term or condition of this Agreement may be waived at any time by the
Party that is entitled to the benefit thereof, but no such waiver shall be
effective unless set forth in a written instrument duly executed by or on behalf
of the Party waiving such term or condition. No waiver by either Party of any
term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion. All remedies, either under this
Agreement or by Law or otherwise afforded, will be cumulative and not
alternative.

17.3 If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any applicable present or future Law, and if the rights or
obligations of any Party hereto under this Agreement will not be materially and
adversely affected thereby, (a) such provision will be fully severable, (b) this
Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, the Parties will add as a part of this Agreement, a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.

XVIII - STATUS OF PRIOR AGREEMENT

This Agreement, together with the Master Agreement, the Development Agreement
dated as of even date herewith between LEO and GALEN and the License and Supply
Agreement dated as of even date herewith between LEO and GALEN relating to the
license and supply of the Combination Product, constitutes the entire Agreement
between the Parties with respect to the within subject matter and supersedes all
previous agreements, whether written or oral.




                                                                              31
<PAGE>
XIX - FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a
Party to perform its obligations or duties hereunder which is not within the
reasonable control of the Party affected, not due to malfeasance, and which
could not with the exercise of due diligence have been avoided ("Force
Majeure"), including, but not limited to, fire, accident, labor difficulty,
strike, riot, civil commotion, act of God, delay or errors by shipping companies
or change in Law shall not excuse such Party from the performance of its
obligations or duties under this Agreement, but shall merely suspend such
performance during the continuation of Force Majeure. The Party prevented from
performing its obligations or duties because of Force Majeure shall promptly
notify the other Party hereto (the "Other Party") of the occurrence and
particulars of such Force Majeure and shall provide the Other Party, from time
to time, with its best estimate of the duration of such Force Majeure and with
notice of the termination thereof. The Party so affected shall use its best
efforts to avoid or remove such causes of nonperformance. Upon termination of
Force Majeure, the performance of any suspended obligation or duty shall
promptly recommence. Neither Party shall be liable to the Other Party for any
direct, indirect, consequential, incidental, special, punitive or exemplary
damages arising out of or relating to the suspension or termination of any of
its obligations or duties under this Agreement by reason of the occurrence of
Force Majeure. In the event that Force Majeure has occurred and is continuing
for a period of at least six (6) months, the Other Party shall have the right to
terminate this Agreement upon thirty (30) days' notice.

XX - NON-COMPETITION CLAUSE

During the term of this Agreement GALEN is not allowed to purchase, distribute,
market and/or sell any product which is a topical vitamin D3 or any analog
thereof or a fixed combination of vitamin D3 or any analog thereof with a
corticosteriod with indications that directly compete with the indications
approved for the Product except for the Dovonex(R) Product.

XXI - PARTNERSHIP/AGENCY; THIRD PARTIES

None of the provisions of this Agreement shall be deemed to constitute the
relationship of partnership or agency between the Parties and neither Party
shall have any authority to bind the other Party in any way except as provided
in this Agreement.


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<PAGE>
The Parties agree that no third party which is not a Party to this Agreement is
intended to benefit from or shall have any right to enforce any provision of
this Agreement.

XXII - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme
Court of the State of New York, New York County, and (b) the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby or thereby. Each Party agrees to commence any
such action, suit or proceeding either in the United States District Court for
the Southern District of New York or if such suit, action or other proceeding
may not be brought in such court for jurisdictional reasons, in the Supreme
Court of the State of New York, New York County. Each Party further agrees that
service of any process, summons, notice or document by registered mail to such
Party's respective address set forth above shall be effective service of process
for any action, suit or proceeding in New York with respect to any matters to
which it has submitted to jurisdiction in this Article XXII. Each Party
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby and thereby in (i) the Supreme Court of the State of New
York, New York County or (ii) the United States District Court for the Southern
District of New York, and hereby and thereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

Each Party hereto hereby waives to the fullest extent permitted by applicable
Law, any right it may have to a trial by jury in respect to any litigation
directly or indirectly arising out of, under or in connection with this
Agreement.




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<PAGE>
XXIII - NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by
registered mail or by fax followed by mail to:

In the case of GALEN:   Galen (Chemicals) Limited
                        4 Adelaide Street
                        Dun Laoghaire, Co. Dublin
                        Ireland

                        Fax: +353 1 214 8477

With a copy to:         Galen Holdings PLC
                        Att. Chief Executive Officer
                        100 Enterprise Drive, Suite 280
                        Rockaway, New Jersey 07866
                        USA

                        Fax: + 1 973 442 3362

In the case of LEO:     LEO Pharma A/S
                        Att. The President
                        Industriparken 55
                        DK-2750 Ballerup
                        Denmark

                        Fax: + 45 44 64 15 80

or to such other address as the sender shall have last furnished to the
receiver.


[end of text - signature page to follow]



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<PAGE>
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly
executed in duplicate by their authorised officers as of the date last below
written.

GALEN(CHEMICALS) LIMITED                LEO Pharma A/S


By: ____________________________        By: _________________________
       Roger M. Boissonneault
Title: Director                         Title: ______________________
Date:  April ____, 2003                 Date: _______________________



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