Exhibit 10.13.3
                                                                 ---------------






           CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF
           THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
                         FILED WITH THE COMMISSION.***






































                          CONFIDENTIAL TREATMENT

<PAGE>

                       MANUFACTURING AND SUPPLY AGREEMENT

This  Manufacturing and Supply Agreement is entered into effective as of Tuesday
March 6th, 2003, by and between INyX Pharma Ltd., a company  organized under the
laws of England and Wales ("INyX"),  and Stiefel Laboratories,  Inc., a New York
corporation (the "Customer").

                                   BACKGROUND

A. The Customer  desires to use INyX's  facilities,  resources  and expertise to
manufacture  the  Products,  as  defined  below,  and INyX  desires  to act as a
contract  manufacturer of the Product(s) agreed to by both Parties in accordance
with the terms and conditions set forth in this Agreement;

B. INyX and the  Customer  wish to enter  into  this  manufacturing  and  supply
agreement  on the terms and  conditions  set  forth in this  Agreement,  for the
consideration set forth in this Agreement.

NOW, THEREFORE,  in consideration of the above premises and the mutual covenants
set forth below, INyX and the Customer agree as follows:

                                    AGREEMENT

                                    ARTICLE 1
                                   DEFINITIONS
                                   -----------

For the purposes of this Agreement,  the following  capitalized terms shall have
the following meanings:

"Affiliate"  means any  corporation  or other  business  entity  controlled  by,
controlling  or under  common  control  with a Party  hereto.  For this  purpose
"control"  shall mean direct or indirect  beneficial  ownership of fifty percent
(50%) or more of the voting stock,  or a fifty percent (50%) or more interest in
the income of, such corporation or other business entity.

"Batch" shall have the meaning set forth in the Quality Agreement.

"Certificate  of Analysis" means a summary of the quality  control  testing,  as
described in the Product Specifications,  performed by INyX for Finished Product
supplied under this Agreement.

"Change" shall have the meaning set forth in the Quality Agreement.

"Commercially Reasonable Efforts" means, with respect to a Party, the efforts of
such Party that are reasonable in light of the size of the present and potential
markets for the Products (as reasonably determined by such Party) and consistent
with such Party's efforts used in similar activities regarding other products of
similar market potential.

"Confidential  Information"  shall have the  meaning set forth in Section 7.3 of
this Agreement.


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                             CONFIDENTIAL TREATMENT
<PAGE>


"Customer  Representative" means the person designated by the Customer who shall
be  primarily  resident  on  site at  INyX's  facility.  As of the  date of this
Agreement, *** is designated as the Customer Representative.

"Date of Manufacture" shall have the meaning set forth in the Quality Agreement.

"Dermatological Products" shall have the meaning set forth in Section 4.3.

"Development Agreement" means any separate agreement entered into by the Parties
with respect to a potential  Product that is not yet ready to be manufactured on
a commercial scale,  including the requirements  surrounding production of units
of Product and Placebo  appropriately labeled for use in the Customer's clinical
trials (in amounts to be  specified by the  Customer,  as  required).  Each such
Development  Agreement shall, when executed, be appended to this Agreement as an
Exhibit E.

"DMF" means the Drug Master File for a Product, as filed by INyX with the FDA.

"FDA" means the Food and Drug Administration of the United States of America.

"Finished Product" shall have the meaning set forth in the Quality Agreement.

"IND" means an Investigational  New Drug Application for a Product,  as filed by
the Customer with the FDA.

"INyX" means INyX Pharma Ltd.

"Initial Term" shall have the meaning set forth in Section 10.1.

"Labeling"  means the primary  container  label,  secondary  packaging,  package
insert, shelf pack and shipper label specific to a finished Product manufactured
in accordance with cGMPs and the Customer's instructions.

"Losses" shall have the meaning set forth in Section 11.1.

"Manufacturing Standards" means the specifications for manufacturing, packaging,
labeling and storing the Products set forth in the Product  Specifications,  the
master batch  record,  cGMPs,  MSDSs,  and all other  applicable  U.S.  laws and
regulations.

"MSDS" means material safety data sheets.

"NDA" means a New Drug Application for a Product, as filed by the Customer with,
and approved by the FDA.

"Party"  means  INyX or the  Customer  and  "Parties"  means  both  INyX and the
Customer, as the context requires.

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                             CONFIDENTIAL TREATMENT

<PAGE>

"Placebo"  means  a  Product  adjusted  to  be  formulated  without  the  active
ingredient.

"Product  Specifications"  means the specifications  provided by the Customer in
writing for the  manufacture  of any  Product and  accepted by INyX from time to
time,  and  includes  all such  specifications  as may be  required  pursuant to
applicable regulatory laws.

"Product(s)" means Dermatological Products and the products described on Exhibit
A to this Agreement for commercial sale, as it may be properly amended from time
to time by agreement of the Parties, and which is incorporated by this reference
as though fully set forth in this paragraph.

"Quality Agreement" means the Agreement set forth as Exhibit C to this Agreement
and incorporated by this reference as though fully set forth in this Agreement.

"Regulatory   Authority"   means  the  FDA  or  any   equivalent  or  additional
governmental or regulatory  agencies having  jurisdiction  with respect to INyX,
INyX's facilities, or the Products.

"Stiefel" means Stiefel Laboratories, Inc.

"Unique  Materials"  shall have the  meaning  set forth in Section  3.12 of this
Agreement.

                                   ARTICLE 2
                     PRODUCT SPECIFICATIONS AND MANUFACTURE
                     --------------------------------------

2.1      Manufacture of Products
         -----------------------

During the term of this  Agreement,  and subject to the terms and  conditions of
this  Agreement,  INyX  shall  formulate,  fill  and  package  the  Products  in
accordance with their respective Product Specifications,  according to the terms
of this Agreement and the Quality Agreement, as they may be amended from time to
time.

2.2      Conformance to Product Specifications
         -------------------------------------

Products (and jointly  approved for the purposes of this  section,  the Placebo)
shall conform to the Product Specifications, the terms of the Quality Agreement,
and all  specifications  provided in the Customer's IND or NDA.  Notwithstanding
the foregoing, if the Customer accepts Product in accordance with the provisions
of this Agreement and the Quality Agreement, this Section 2.2 shall be deemed to
have been satisfied.

2.3      Labeling
         --------

INyX will  label and  package  Product  in  finished  form,  pursuant  to a firm
purchase order accepted by INyX as described in Section 3.4, provided,  however,
that the Customer shall be responsible  for the origination of artwork and text,
as well as final approval before manufacture, of the Labeling.

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                             CONFIDENTIAL TREATMENT
<PAGE>

2.4      Raw Materials
         -------------

INyX shall source all raw materials used in manufacture of the Products  firstly
from sources  designated by the Customer.  The Customer  shall  purchase the raw
materials  and  deliver  same to INyX.  INyX and the  Customer  agree to jointly
develop a procedure for testing raw materials  that meets all FDA  requirements,
prior to the Customer's issuance of its first order for Products hereunder.

2.5      Batch Testing; Certificate of Authenticity
         ------------------------------------------

INyX  shall  test,  or cause  to be  tested,  in  accordance  with  the  Product
Specifications,  each batch of Product  manufactured  pursuant to this Agreement
before delivery to the Customer.  Prior to each shipment of Product,  INyX shall
provide to the Customer a  Certificate  of Analysis  attesting to the quality of
each batch contained  within the shipment,  including review and approval by the
appropriate  quality control unit of all batch  production and control  records.
INyX shall maintain and provide the Customer with such  documentation  as may be
required for compliance with FDA and other applicable regulators.

2.6      Good Manufacturing Practice
         ---------------------------

INyX  shall  manufacture,  store  and  prepare  all  Products  for  shipping  in
accordance with the current Good Manufacturing  Practices  ("cGMPs") of the FDA,
and  the  equivalent  manufacturing  requirements  of  the  European  Regulatory
Authorities,  in an FDA  inspected  and ISO9000  certified  facility,  currently
envisioned  to  be  INyX's  facility  in  Runcorn,  U.K.  INyX  may  not  change
manufacturing  of Products to an alternate  facility without first obtaining the
Customer's  written approval,  including the approvals  required pursuant to the
Quality Agreement, such approvals not to be unreasonably withheld.

2.7      DMF
         ---

To the extent  required,  INyX shall  maintain a DMF,  like  filing or  relevant
registration certificate,  suitable for INyX's manufacture of Products, with the
applicable regulatory agencies (including FDA) and shall ensure that its "active
status" is maintained.  INyX shall use Commercially Reasonable Efforts to timely
accomplish, and bear the costs of, preparing for regulatory inspection, approval
and associated  filings  required for the manufacture of Products.  The Customer
shall  directly  pay or  reimburse  INyX  for  any  fees  and  payments  to such
regulatory  agencies  required  for such  inspection,  approval  and  associated
filings (e.g.,  any FDA inspection  fee); it is understood  that the Customer is
not responsible for fees and payments related to the general operation of INyX's
business or facilities.  INyX will provide  letter(s)  granting the Customer and
its designees the right of  cross-reference  to the DMF. INyX reserves the right
to cancel such  letter(s) in case of  termination  of this  Agreement;  provided
that, any such letter(s) are first offered to be transferred to the Customer and
the Customer declines the transfer.


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                             CONFIDENTIAL TREATMENT
<PAGE>

2.8      Inspections
         -----------

The Customer has the right at any time during the term of this  Agreement,  upon
reasonable  prior  notice  and  during  reasonable  business  hours and  without
disruption to INyX's business, to inspect INyX's facility,  and to make FDA-type
inspections at its plant to satisfy itself that INyX  manufactures and documents
the Product  according  to current  cGMPs,  consistent  with FDA  standards  and
requirements.  Such  inspections  may  only be made  by  individuals  reasonably
acceptable  to INyX.  The  provisions  of this  Section  2.8 are  subject to the
confidentiality  provisions of Article 7. The Customer shall be responsible  for
its costs of travel and accommodation for such inspections.

2.9      Changes to Product Specifications
         ---------------------------------

         (a)      If the  Customer  desires any  material  change to the Product
                  Specifications  or manufacturing  process,  the Customer shall
                  deliver,  one-hundred  and  twenty  (120)  days  prior  to the
                  expected  date  of  implementation,  written  notice  to  INyX
                  specifying such change desired by the Customer, and INyX shall
                  respond  to any such  notice  within  thirty  (30) days  after
                  INyX's receipt thereof;  provided,  however,  that the Product
                  Specifications or process shall not be supplemented,  modified
                  or amended in any respect without the prior written  agreement
                  of the Parties. INyX will use Commercially  Reasonable Efforts
                  to implement changes within one-hundred and twenty (120) days.
                  If the Customer requests a change to a Product  Specification,
                  including the manufacturing process, and INyX agrees that such
                  change is feasible,  such change shall be incorporated  within
                  the Product  Specification  pursuant to a written amendment to
                  this   Agreement.   The  Customer  shall  be  responsible  for
                  obtaining any required FDA approval prior to implementation of
                  such a change at the Customer's cost.

         (b)      INyX will  communicate  to the Customer in a timely manner any
                  change   in   the   Product   Specification,   including   the
                  manufacturing process,  initiated by INyX, and will obtain the
                  Customer's  written  approval by way of written  amendment  of
                  this  Agreement  incorporating  such change within the Product
                  Specification  prior to  implementation of the change. No such
                  change  may be  instituted  except  in  compliance  with  this
                  Agreement and the Quality  Agreement.  The Customer shall have
                  the option of  obtaining,  or having INyX obtain any  required
                  FDA approval prior to  implementation  of such a change.  INyX
                  may  provide  additional  services  in  conjunction  with  the
                  manufacture  of  Products,  such  as  additional  formulation,
                  process  development or stability  testing,  at the request of
                  the Customer and pursuant to the  Customer's  purchase  order,
                  and all data and results from such  additional  services shall
                  be owned by the Customer and protected as  confidential  under
                  this Agreement.

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                             CONFIDENTIAL TREATMENT

<PAGE>

2.10     Customer Representative at INyX
         -------------------------------

The Customer  may, at the  Customer's  expense,  place a company  representative
on-site at INyX's  manufacturing  facility  during  the term of this  Agreement.
Subject to the following sentence, such representative shall have full access to
all  operations,  documents,  and  records  that  specifically  pertain  to  the
manufacture  of the Products.  The Customer  Representative  shall accept INyX's
procedures regulating external customer  relationships  (including GMP training,
guarantee of confidentiality,  and health procedures),  and shall not materially
disrupt INyX's operations.

                                    ARTICLE 3
                               PLANNING AND SUPPLY
                               -------------------

3.1      Production
         ----------

INyX will produce  Products to meet the mutually agreed upon forecasts,  subject
to the provisions of this Article 3. INyX will keep the Customer informed of all
scheduled production activity for the Products.

3.2      Termination of Obligation
         -------------------------

INyX's obligation to supply Product to the Customer shall terminate  pursuant to
the provisions of Article 10 below.

3.3      Forecasts
         ---------

The Customer  shall  provide  INyX with an annual  forecast  for  budgeting  and
production planning purposes.  The Customer shall also deliver to INyX a monthly
update,  including  a 90-day  rolling  forecast  setting  forth  the  Customer's
required quantities and delivery dates for each Product. Forecasts shall include
the  amounts of each  Product to be  manufactured  and  supplied by INyX and the
expected  timing for the delivery of each shipment  during the forecast  period.
The Parties shall discuss each of the forecasts and shall mutually agree in good
faith on the  appropriateness  of each forecast  versus  anticipated  demand for
Product.

3.4      Purchase Orders
         ---------------

The  Customer  will place  written  purchase  orders  directly  or  through  its
designated  representatives  with INyX approximately 10 weeks prior to requested
shipment  date,  including the  following  details:  number of units,  requested
shipping date,  shipping  instructions and the Customer's order reference number
including the price calculated according to this Agreement.  Each purchase order
issued  pursuant to this Agreement shall be governed by the terms and conditions
of this Agreement,  and shall override any conflicting provisions in any invoice
or packing slip  generated by INyX with respect to the details set forth in this
Section 3.4.

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                             CONFIDENTIAL TREATMENT

<PAGE>

3.5      Receipt and Acceptance by INyX
         ------------------------------

INyX shall promptly  acknowledge  its receipt of purchase  orders and inform the
Customer of the  anticipated  dates of manufacture  and delivery of each Product
presentation to the Customer. INyX shall respond in writing as to its acceptance
of each firm purchase  order within  fifteen (15) days of receipt of such order.
Any portion of the order that exceeds the most recent  corresponding twelve (12)
month forecast  (supplied  pursuant to Section 3.3) by more than one hundred ten
percent (110%) will be accepted at INyX's discretion. Once a specified quantity,
form and delivery  date terms have been agreed to by the Parties in any purchase
order  placed  pursuant  to this  Section  3.5,  the  purchase  order may not be
canceled by either  Party  except as provided in Section 3.10 or in Section 3.11
below.

3.6      Shipment; Delays
         ----------------

INyX shall use Commercially  Reasonable  Efforts to ship Product to the Customer
by the delivery date specified in the accepted  purchase order. If INyX believes
there will be a  significant  delay in shipment of Finished  Product  beyond the
delivery dates  specified in any accepted  purchase  order,  INyX shall promptly
inform the Customer of such expected delay and shall use Commercially Reasonable
Efforts to minimize the delay.

3.7      Change Orders
         -------------

The time of delivery and  quantities  specified in a purchase  order accepted by
INyX pursuant to Section 3.5 above shall be binding upon the Parties and may not
be changed or canceled, except as provided in Sections 3.9 and 3.10 below.

3.8      Increased Demand
         ----------------

INyX will use  Commercially  Reasonable  Efforts to  accommodate  the Customer's
requests for units in excess of those reserved for the Customer and set forth in
Exhibit B to this Agreement; provided, however, that it shall not be a breach of
this Agreement if INyX, despite its Commercially  Reasonable  Efforts, is unable
to supply  quantities of Product to the Customer in excess of 110% of the annual
forecast supplied pursuant to Section 3.3 for that year.

3.9      Postponement of Manufacturing; Penalties
         ----------------------------------------

         (a)      By the  Customer.  The Customer may postpone a purchase  order
                  for  production  in  accordance  with the  provisions  in this
                  Section.  The Customer may postpone  each  purchase  order one
                  time.  In the event of  postponement  pursuant to this Section
                  3.9,  INyX  shall  use  Commercially   Reasonable  Efforts  to
                  reschedule  the  postponed  order to a date  agreeable to both
                  Parties.  Regardless of the amount of notice,  if the Customer

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                             CONFIDENTIAL TREATMENT


<PAGE>

                  does not  reschedule  the Date of Manufacture to a date within
                  forty-five  (45)  calendar  days of the  originally  scheduled
                  date, the purchase order shall be deemed cancelled,  and shall
                  accrue the penalties, if any, pursuant to Section 3.10.

         (b)      By INyX.

                  (i)      INyX  shall use  Commercially  Reasonable  Efforts to
                           meet the terms of a purchase  order that it  accepts,
                           taking into account  mutually  agreed upon  forecasts
                           under  Section  3.3,  available  plant  capacity  and
                           timing of its production.

                  (ii)     If INyX fails to meet the  deadlines  specified  in a
                           purchase order that it has accepted,  or specified in
                           its acceptance of the purchase order, and the failure
                           is  caused  by  the  gross   negligence   or  willful
                           misconduct  of INyX,  then the  Customer  may require
                           INyX  to  supply  the  undelivered   Product  at  the
                           earliest  possible  future date (subject to a penalty
                           of 15% of the cost of such  undelivered  Product  for
                           each month's  delay) unless  otherwise  agreed by the
                           Customer,  or the Customer  may at its option  cancel
                           such portion of the order without penalty.

3.10     Cancellation of Purchase Orders; Penalties
         ------------------------------------------

The Customer may cancel a purchase order for  production in accordance  with the
provisions  in this  Section.  The charge for  cancellation  shall be determined
according to the following schedule:

         (a)      If the  Customer  gives at least  ninety  (90)  calendar  days
                  notice  prior  to the  manufacturing  date  assigned  by  INyX
                  pursuant  to  Section  3.5,  there  shall  be no  penalty  for
                  cancellation.

         (b)      If the Customer  gives less than sixty (60)  calendar days and
                  more than  twenty-one  (21) days notice,  INyX may invoice the
                  Customer  for,  and the  Customer  shall be required to pay to
                  INyX an amount  equal to thirty  percent  (30%) of the  amount
                  owed under the purchase  order,  calculated in accordance with
                  Exhibit B; provided,  however, that INyX must use Commercially
                  Reasonable  Efforts  to  reallocate  the suite to  manufacture
                  another  product  of similar  value to INyX on the  originally
                  scheduled  date,  and  no  charge  shall  be  assessed  to the
                  Customer if such efforts are successful.

         (c)      If the Customer  gives twenty one (21) days or less notice but
                  more than  fourteen  (14) days  notice  INyX may  invoice  the
                  Customer  for,  and the  Customer  shall be required to pay to
                  INyX an amount equal to fifty percent (50%) of the amount owed
                  under  the  purchase  order,  calculated  in  accordance  with

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                             CONFIDENTIAL TREATMENT

<PAGE>


                  Exhibit B; provided,  however, that INyX must use Commercially
                  Reasonable  Efforts  to  reallocate  the suite to  manufacture
                  another  product  of similar  value to INyX on the  originally
                  scheduled  date,  and  no  charge  shall  be  assessed  to the
                  Customer if such efforts are successful.

         (d)      If the Customer  gives less than  fourteen (14) days notice of
                  cancellation,  INyX may  invoice  the  Customer  for,  and the
                  Customer  shall be  required  to pay,  an amount  equal to one
                  hundred  (100%)  percent of the amount owed under the purchase
                  order, calculated in accordance with Exhibit B.

3.11     Shipment; Inspection; Rejection
         -------------------------------

         (a)      Shipment of Product.  INyX shall ship,  or cause to be shipped
                  at the Customer's expense, the Product to the Customer or such
                  destination(s)  as the  Customer  may  designate  in  writing.
                  Delivery  of Product  to a common  carrier  authorized  by the
                  Customer shall constitute  delivery to the Customer,  and risk
                  of loss shall pass to the  Customer at that time.  INyX agrees
                  to  provide  support  to assist  the  Customer  to pursue  any
                  Product related claims it may have against carriers,  provided
                  that the Customer shall  reimburse INyX for any  out-of-pocket
                  expenses  INyX  may  incur  in  providing  such  support.  All
                  invoices and other shipping  documents  shall be sent by first
                  class mail or by fax to the  Customer's  address  for  notices
                  under this Agreement,  directed to the attention of Purchasing
                  Department,  Stiefel  Laboratories,  Inc., 6290 Route 145, Oak
                  Hill, NY 12460.

         (b)      Non-Conforming  Product.  The Customer may reject any batch of
                  Product that does not conform to the Manufacturing  Standards,
                  or that has less than  eighteen (18) months  remaining  before
                  its expiration date,  subject to the terms of this Section and
                  the Quality  Agreement.  Within  thirty (30) days after INyX's
                  internal  release of Product,  the Customer  shall inspect the
                  Product and notify  INyX  whether it will accept or reject the
                  Product.  No inspection  under this Section shall relieve INyX
                  of its obligations and warranties under this Agreement. If the
                  Customer  rejects all or any part of any  shipment of Product,
                  the procedures to be followed are:

                  (i)      the  Customer  shall  submit to INyX in  writing  any
                           claim  that the  Product  does not  conform  with the
                           Product  Specifications  or cGMPs,  accompanied  by a
                           report of the  Customer's  analysis  (which  analysis
                           shall be conducted in good faith) and a sample of the
                           Product at issue, explaining in reasonable detail the
                           basis on which the  allegedly  nonconforming  Product
                           does  not  meet  the  Product  Specifications.   Once
                           nonconformance  is confirmed  and fault is determined
                           to  belong  with  INyX,  the  Customer  shall  not be
                           obligated to pay for such  nonconforming  shipment of
                           Product.  Only  those  tests  listed  in the  Product
                           Specifications    may   be   used   to    demonstrate
                           nonconformance of Product.

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                             CONFIDENTIAL TREATMENT

<PAGE>

                  (ii)     INyX shall  conduct its own analysis of the sample in
                           good faith within  thirty (30) days after the receipt
                           by INyX of the report and sample  from the  Customer,
                           and provide the results to the Customer.

                           (A)      If after  INyX's own  analysis of the sample
                                    INyX agrees with the claim of nonconformity,
                                    the Customer shall  promptly  inform INyX if
                                    the Customer wishes to have INyX replace the
                                    nonconforming    Product   with   conforming
                                    Product.  If the Customer  wishes to receive
                                    such replacement Product, INyX shall provide
                                    such   replacement  as  soon  as  reasonably
                                    practicable  thereafter,  in which  case the
                                    Customer  shall be obligated to pay only for
                                    such replacement Product. The Customer shall
                                    not   be    obligated   to   pay   for   the
                                    nonconforming  Product,  and INyX shall: (1)
                                    credit the  Customer  for the amount paid by
                                    the  Customer to INyX for the  nonconforming
                                    Product if the Customer has already paid for
                                    such nonconforming Product or (2) cancel its
                                    invoice   to   the    Customer    for   such
                                    nonconforming  Product if the  Customer  has
                                    not yet paid for such nonconforming Product,
                                    and the  Customer  shall not be obligated to
                                    pay such cancelled invoiced amount.

                           (B)      If,  after its own  analysis,  INyX does not
                                    agree  with the  claim of  nonconformity  or
                                    determines  that the Customer is responsible
                                    for the nonconformity, such Product shall be
                                    tested for  conformance  with the applicable
                                    Product  Specifications  by  an  independent
                                    third  party  testing  laboratory   mutually
                                    acceptable to both Parties.  The independent
                                    analysis  shall be binding  on both  Parties
                                    solely  for  the   purpose  of   determining
                                    whether  such  Product  may  be   rightfully
                                    rejected.

                  (iii)    After a final determination that the Product shipment
                           is:

                           (A)      nonconforming,  and if INyX  is  responsible
                                    for the  nonconformity,  the Customer  shall
                                    return or destroy it at INyX's  request  and
                                    cost  in  the  most   cost   effective   and
                                    environmentally  safe and appropriate manner
                                    available,  consistent  with federal,  state
                                    and local laws and regulations;

                           (B)      conforming, the Customer shall forthwith pay
                                    INyX for such Product in accordance with the
                                    terms of this Agreement.

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                             CONFIDENTIAL TREATMENT

<PAGE>

                  (iv)     If conforming  Product  supplied under this Agreement
                           becomes  nonconforming  or  unsuitable at no fault of
                           INyX, the Customer will remain  obligated to pay INyX
                           for such  Product.  At INyX's  request,  the Customer
                           shall  return  such   unsuitable   Product  to  INyX.
                           Otherwise,  the Customer shall destroy it in the most
                           environmentally    safe   and   appropriate    manner
                           available,  consistent with federal,  state and local
                           laws and regulations.

         (c)      Notwithstanding the other provisions of this Section 3.11, the
                  Customer  shall have no right to reject any Product that fails
                  to   conform   with  the   Manufacturing   Standards   if  the
                  nonconformance is attributable to (i) events outside of INyX's
                  control that occurred after delivery to a common  carrier,  or
                  (ii) processes,  procedures or Product components specified by
                  the Customer in the Product Specifications, provided that INyX
                  followed  or  used  such  processes,  procedures  and  Product
                  components   materially   in   accordance   with  the  Product
                  Specifications.

3.12     Unique Materials
         ----------------

The Customer shall reimburse INyX for its actual costs expended for the purchase
of "Unique  Materials"  (i.e.,  certain raw  materials,  artwork,  printed cans,
labels,  cartons and special  valves)  purchased  by INyX  expressly to meet its
performance  obligations  under this  Agreement in reliance upon a firm purchase
order  pursuant  to Section  3.4 and which  later are made  obsolete,  or to the
extent  that such  Unique  Materials  remain on hand at the  expiration  of this
Agreement as provided under Section 10.1. For purposes of this Section, material
is  obsolete  if it cannot  be  incorporated  into the  Product  due to  changes
mandated by a Regulatory  Authority,  changes  directed by the Customer,  or the
Customer-mandated cancellation or postponement.  Once material becomes obsolete,
INyX may  invoice  the  Customer  for the  acquisition  costs  of such  obsolete
material  from time to time,  which  invoices  shall  identify  the  material in
question  and shall be  accompanied  by a reasonably  detailed  statement of the
cause of such  obsolescence  and a certification  that INyX has disposed of such
materials in accordance with the terms of this Agreement.

3.13     Risk of Loss
         ------------

Risk of loss of Product shall be with INyX until delivery of Product to a common
carrier  pursuant  to  Section  3.11  of  this  Agreement.  Notwithstanding  the
forgoing,  INyX shall not be liable  for loss of  Product  caused by an event of
force majeure or the Customer's negligence or willful misconduct.













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                             CONFIDENTIAL TREATMENT
<PAGE>

3.14     Insurance
         ---------

INyX shall at its own expense  obtain and  maintain  workers'  compensation  and
comprehensive general liability insurance with respect to performance under this
Agreement,   in  the   amount   of  Five   Million   British   Pounds   Sterling
((pound)5,000,000).

                                    ARTICLE 4
                             PRICE AND PAYMENT TERMS
                             -----------------------

4.1      Price for Products
         ------------------

The  Customer  shall pay INyX for  Products  in  amounts  to be agreed  for each
Product and for each size or formulation. The agreed upon price for each Product
shall be set forth in the  document  attached  as  Exhibit B to this  Agreement,
which Exhibit may be amended from time to time by the mutual  written  agreement
of the Parties.

4.2      Invoices
         --------

INyX shall submit to the Customer an invoice five (5) days after INyX's internal
release of Product.  The  Customer  shall make  payment of each  invoice  within
forty-five  (45) days after receipt by the Customer.  If within  forty-five (45)
days after the delivery of Product and the accompanying  Certificate of Analysis
to the Customer,  the Customer  demonstrates  non-conformance under Section 3.11
and INyX agrees with such  finding,  the Customer  shall not be obligated to pay
for such non-conforming shipment.

4.3      Exclusivity
         -----------

The  Parties  agree to deal with each  other  exclusively  with  respect  to the
manufacture   and  supply  of  topical  and  foam  aerosol   products  used  for
dermatological  applications (together with ***, the "Dermatological  Products")
during  the  term  of  this  Agreement  (the  "Exclusivity  Period"),  including
extensions and renewals thereof. This exclusivity arrangement:

         (a)      shall   not   apply  to  the   manufacture   and   supply   of
                  Dermatological Products in respect of the current customers of
                  INyX (formerly the customers of *** and its subsidiaries) such
                  Dermatological Products and customers to be set out in Exhibit
                  4.3(a).  INyX  shall  be  free  to  continue  to  supply  such
                  Dermatological Products to such customers; and

         (b)      may, at the request of INyX, be suspended for the  manufacture
                  of certain Dermatological  Products upon obtaining the consent
                  of the Customer, such consent not to be unreasonably withheld.
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                             CONFIDENTIAL TREATMENT

<PAGE>

4.4      ***
         ---

***

4.5      Currency
         --------

Amounts due to INyX under this Agreement are payable in U.S.  Dollars,  based on
the average  exchange  rate  published in the Wall Street  Journal from ten (10)
days prior through the date of the Customer's first rolling forecast provided to
INyX pursuant to Section 3.3 above.  If the exchange rate  published in the Wall
Street Journal from ten (10) days prior through the date of a subsequent six (6)
month rolling  forecast differs by more than five percent (5%) from the exchange
rate  then  prevailing  between  the  Parties,  the  Party  against  which  such
difference  works may,  within ten (10) days,  request a  renegotiation  of such
exchange  rate with the other Party.  The  difference  in any such  renegotiated
exchange rate not to exceed fifty percent (50%) of the  difference  between said
then-prevailing and published exchange rates.

4.6      Set-Off
         -------

The parties  acknowledge  that,  INyX has made a convertible  promissory note of
even date in favour of the  Customer in the face  amount of  (pound)2,500,000.00
British Pounds Sterling (the "Promissory  Note").  INyX agrees that the Customer
may,  from time to time, at its sole  discretion,  set-off  against  amounts due
hereunder any overdue  interest or principal  payments  accruing due pursuant to
the  Promissory  Note,  upon providing INyX ten (10) business days notice of the
Customer's  intention  to set-off such  amounts;  and to permit INyX to cure any
default under the Promissory Note as provided therein.

                                    ARTICLE 5
                                   WARRANTIES
                                   ----------

5.1      Quality
         ------

Each shipment of Product under this Agreement  shall have been  manufactured  in
accordance  with U.S.  Current Good  Manufacturing  Practices in a duly licensed
facility  and shall have been  subject to a quality  control  inspection  by the
Customer in accordance with the Product  Specifications  and with the Customer's
then current  quality  control  standards  and  systems.  INyX shall number each
Product  shipment  with a vendor lot number that is traceable  to raw  materials
and/or components used to manufacture such Product.

5.2      Representations and Warranties
         ------------------------------

         (a)      INyX warrants that Product  delivered to the Customer pursuant
                  to this Agreement shall, at the time of delivery:

                  (i)      have been manufactured,  filled, packaged, stored and
                           shipped  in  accordance  with  all  applicable  laws,
                           rules, regulations or requirements;


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                             CONFIDENTIAL TREATMENT

<PAGE>

                  (ii)     have been manufactured,  filled,  packaged and stored
                           in accordance  with, and will conform to, the Product
                           Specifications;

                  (iii)    will be free from defects in material,  manufacturing
                           and  workmanship for the shelf life of the Product as
                           set forth in the Product Specifications;

                  (iv)     not be adulterated  or misbranded  within the meaning
                           of the  Federal  Food,  Drug  and  Cosmetic  Act (the
                           "Act") as  amended,  or  within  the  meaning  of any
                           applicable  state  or  municipal  law  in  which  the
                           definitions  of  adulteration   and  misbranding  are
                           substantially the same as those contained in the Act,
                           as  the  Act  and  such  laws  are   constituted  and
                           effective at the time of delivery; and

                  (v)      will  not be an  article  which  may not,  under  the
                           provisions  of  Sections  404 and 505 of the Act,  be
                           introduced into interstate commerce.

         (b)      Licensing.  INyX  represents and warrants that it has obtained
                  and will  maintain on a current basis and will comply with all
                  licenses,  permits and  approvals of  applicable  governmental
                  agencies as may be required to manufacture, test and store the
                  Product  pursuant  to this  Agreement  and  perform  its other
                  obligations  under this  Agreement.  INyX shall be responsible
                  for  obtaining  and  maintaining   licenses  and  permits  for
                  manufacture,  testing and storage of the Product and  ensuring
                  that its  facilities  used in the  manufacture  of the Product
                  meet cGMPs in all respects.

(c)               Compliance with Laws. INyX represents and warrants that it
                  shall comply with all federal, state, local and foreign laws,
                  regulations and other requirements applicable to the
                  manufacture, testing and storage of the Product and the
                  performance of INyX's obligations under this Agreement. INyX
                  shall have sole responsibility for adopting and enforcing
                  safety procedures for the handling and manufacture of the
                  Product at its facilities and the proper handling and proper
                  disposal of waste relating to the Product.

5.3      Limitations; Indemnification
         ----------------------------

         (a)      Limitations  on  Warranty.  The  warranty  furnished  in  this
                  Article 5 shall not apply to  defects  caused by  accident  or
                  willful damage,  abuse,  misuse,  neglect,  improper  testing,
                  handling, storage or use after delivery by INyX of the Product
                  in question to the Customer.


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                             CONFIDENTIAL TREATMENT

<PAGE>

         (b)      No Implied Representations;  Warranties or Conditions.  EXCEPT
                  AS OTHERWISE  EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  NEITHER
                  INYX NOR THE CUSTOMER MAKES ANY  REPRESENTATIONS OR WARRANTIES
                  AND THERE ARE NO CONDITIONS,  EXPRESS OR IMPLIED, STATUTORY OR
                  OTHERWISE,   WITH  RESPECT  TO  PRODUCT  SUPPLIED  UNDER  THIS
                  AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS,
                  WARRANTIES  OR  CONDITIONS  WITH  RESPECT TO  NONINFRINGEMENT,
                  MERCHANTABILITY  OR FITNESS FOR A  PARTICULAR  PURPOSE OF SUCH
                  PRODUCT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE
                  PRACTICE.

         (c)      Limitation  of  Liability.  EXCEPT  FOR ANY  LOSS,  LIABILITY,
                  DAMAGE  OR  OBLIGATION  ARISING  OUT  OF OR  RELATING  TO  THE
                  DISCLOSURE OF CONFIDENTIAL  INFORMATION  PURSUANT TO ARTICLE 7
                  OR AS OTHERWISE  EXPRESSLY SET FORTH IN THIS AGREEMENT,  IN NO
                  EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY
                  OR ANY OTHER  THIRD PARTY FOR ANY LOST  OPPORTUNITY,  COSTS OF
                  PROCUREMENT  OF  SUBSTITUTE  GOODS  OR  SERVICES,  OR FOR  ANY
                  INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,  PUNITIVE  OR  SPECIAL
                  DAMAGES  ARISING  OUT OF THIS  AGREEMENT,  UNDER  ANY CAUSE OF
                  ACTION OR  THEORY OF  LIABILITY  (INCLUDING  NEGLIGENCE),  AND
                  WHETHER OR NOT SUCH PARTY TO THIS  AGREEMENT  HAS BEEN ADVISED
                  OF THE  POSSIBILITY OF SUCH DAMAGE.  THESE  LIMITATIONS  SHALL
                  APPLY  NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
                  LIMITED REMEDY.  INYX'S MAXIMUM LIABILITY UNDER THIS AGREEMENT
                  SHALL BE  LIMITED  TO THE  INYX'S  ACTUAL  RECOVERY  UNDER ITS
                  COMPREHENSIVE GENERAL LIABILITY INSURANCE WHICH AS OF THE DATE
                  HEREOF  CARRIES A  COVERAGE  OF FIVE  MILLION  BRITISH  POUNDS
                  STERLING.

         (d)      INyX shall use commercial efforts in pursuing claims under its
                  comprehensive   general   liability   insurance  in  order  to
                  reasonably  permit  the  Customer  to recover  losses,  as its
                  interest  may  appear,  pursuant to this  Agreement.  Upon the
                  Customer's request,  INyX shall assign to the Customer (to the
                  extent it can legally do so) its rights to insurance proceeds,
                  provided  the  Customer  has a valid claim  against INyX under
                  this Agreement that is either unconditionally admitted by INyX
                  or is  otherwise  finally  confirmed  by court action or other
                  dispute resolution process.






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                             CONFIDENTIAL TREATMENT


<PAGE>

                                    ARTICLE 6
                               TECHNOLOGY TRANSFER
                               -------------------

6.1      Second Source
         -------------

INyX  shall  assist  the  Customer  (at the  Customer's  cost  and  expense)  in
qualifying  a second  source for Product,  providing  technical  assistance  and
documentation as necessary, including such manufacturing technology and know-how
so as to  permit  another  entity to  manufacture  Product,  and INyX  agrees to
cooperate with the Customer to facilitate the technology transfer.

6.2      Reimbursement
         -------------

The Customer  agrees to  reimburse  INyX for INyX's  expenses in  providing  the
assistance required in Section 6.1 for any second source other than an Affiliate
of INyX.

6.3      Intellectual Property
         ---------------------

INyX shall use Commercially  Reasonable  Efforts to assist the Customer with the
preparation  and filing of patent  applications in connection with the Products;
provided that, the Customer shall reimburse INyX for all out-of-pocket costs and
expenses incurred by INyX.

For greater clarity,  INyX acknowledges  that all intellectual  property created
specifically  in  connection  with the Products (the  "Intellectual  Property"),
including  formulations,  inventions  or  discoveries  (first made or reduced to
practice  in the  performance  of  INyX's  obligations  hereunder)  shall be the
property of the Customer.  INyX shall,  when requested by the Customer,  execute
all such  assignments,  consents  and other  documents  reasonably  necessary to
assign  to the  Customer  all  right,  title  and  interest  in  and to all  the
Intellectual Property, and shall use best efforts to cause its employees, agents
and  subcontractors  to execute the  necessary  documents to give effect to this
provision.

The Customer hereby grants INyX a royalty-free, non-exclusive, worldwide right
and license to make, use and sell products incorporating Intellectual Property,
subject always to INyX's obligations hereunder.

                                    ARTICLE 7
                                 CONFIDENTIALITY
                                 ---------------

7.1      Confidentiality
         ---------------

         (a)      Confidential  Information.  The  Parties  acknowledge  that by
                  reason  of  their   relationship  to  each  other  under  this
                  Agreement,  each will have access to certain  information  and
                  materials  concerning  the  other's  business,   plans,  trade
                  secrets,  customers  (including,  but not limited to, customer
                  lists),  technology,  and/or products that is confidential and
                  of  substantial  value to that  Party,  which  value  would be
                  impaired if such  information  were disclosed to Third Parties
                  ("Confidential  Information").  Each Party agrees that it will


___________________________
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                             CONFIDENTIAL TREATMENT

<PAGE>

                  not  use  in  any  way  other  than  expressly  authorized  or
                  contemplated  under this Agreement,  nor disclose to any third
                  party, any such Confidential Information revealed to it by the
                  other  Party  (except  that  Confidential  Information  may be
                  disclosed,  as required for the purposes of this Agreement, to
                  any Regulatory Authority, an Affiliate, assignee, distributor,
                  consultant   or  third  party   contractor   or  research  and
                  development  organization under similar written obligations of
                  non-disclosure  and non-use),  and will take every  reasonable
                  precaution to protect the  confidentiality of such information
                  and  with no less  restrictive  precautions  than it  takes to
                  protect  its own  confidential  information.  If  Confidential
                  Information is required to be disclosed in response to a valid
                  order by a court,  Regulatory  Authority  or other  government
                  body of competent jurisdiction, or if otherwise required to be
                  disclosed by law, or if  necessary to establish  the rights of
                  either Party under this  Agreement,  the receiving Party shall
                  use reasonable  efforts to provide the  disclosing  Party with
                  advance  notice  of  such  required  disclosure  to  give  the
                  disclosing Party sufficient time to seek a protective order or
                  other  protective  measures,  if any are  available,  for such
                  Confidential Information.

         (b)      Exceptions. For purposes of this Agreement,  information shall
                  be deemed Confidential Information if such information, by its
                  nature or due to the context within which it is disclosed,  is
                  obviously   intended  by  the  disclosing  Party  to  be  kept
                  confidential even if not identified as such in writing or with
                  legends or other markings. The person disclosing  Confidential
                  Information  shall  endeavor  to  confirm  verbally  disclosed
                  Information   as   "CONFIDENTIAL"   in   writing,   given  the
                  understanding  that  failure  to do so does not  constitute  a
                  designation  of  non-confidentiality,  particularly  when  the
                  confidential  nature is  apparent  from  context  and  subject
                  matter.  Upon request by a Party,  the other Party will advise
                  whether or not it  considers  any  particular  information  or
                  materials  to  be   Confidential   Information.   Confidential
                  Information  does not include  information,  technical data or
                  know-how that:


                  (i)      is or becomes publicly  available through no fault of
                           the  receiving  Party  or its  individual  employees,
                           agents  or  members  amounting  to a  breach  of this
                           Agreement;

                  (ii)     is lawfully obtained on a  non-confidential  basis by
                           the  receiving  Party  from a third  party who is not
                           obligated to retain such information in confidence;

                  (iii)    the  receiving  Party can  demonstrate,  by competent
                           evidence,  was  known to it or any of its  Affiliates
                           from a source other than the disclosing  Party or any
                           of its Affiliates  prior to the disclosure under this
                           Agreement;


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                             CONFIDENTIAL TREATMENT

<PAGE>

                  (iv)     the receiving  Party can  demonstrate  by its written
                           records is  independently  developed  by employees of
                           the receiving  Party or an Affiliate of the receiving
                           Party,  which employees were neither privy to nor had
                           access to the  Confidential  Information and which is
                           developed  without use in any way of the Confidential
                           Information;

                  (v)      must be disclosed to governmental agencies,  provided
                           that:  (A)  this   exception   shall  only  apply  to
                           disclosure  to such  agencies,  and not to any  other
                           person or entity;  and (B) the disclosing Party shall
                           (1)  provide  the  other  Party  with  prompt  notice
                           (including copies of all written requests or demands)
                           of  any  proposed   disclosure  to  any  governmental
                           agency,  with  an  explanation  of  the  Confidential
                           Information  of the other Party to be disclosed;  and
                           (2) cooperate in any lawful effort by the other Party
                           to  prevent,  limit  or  restrict  disclosure  of its
                           Confidential Information to such government agency.

7.2      Remedy
         ------

If either Party breaches any of its obligations  with respect to this Article 7,
or if such a breach is likely to occur,  the other  Party  shall be  entitled to
seek equitable  relief,  including  specific  performance  or an injunction,  in
addition to any other rights or remedies,  including money damages,  provided by
law, without posting a bond.

7.3      Agreement Terms
         ---------------

Subject to Section  15.2 and the  exclusions  set forth in Section  7.1(b),  the
Parties shall treat the terms and conditions of this  Agreement as  Confidential
Information;  provided,  however, after written notification to the other Party,
each Party may disclose the existence of this  Agreement and the material  terms
and conditions of this Agreement under  circumstances that reasonably ensure the
confidentiality  thereof  to:  (a) any  government  or  regulatory  authorities,
including without limitation the United States Security and Exchange  Commission
pursuant  to  applicable  law  (excluding,  to  the  extent  legally  permitted,
disclosure of financial terms in any publicly  available versions of information
so  disclosed),   (b)  its  legal  representatives,   advisors  and  prospective
investors,  and (c) to the  Customer's  licensors  to the  extent  required  for
compliance with the Customer's obligations under third party licenses.

7.4      Return of Confidential Information
         ----------------------------------

Within ten (10) days  following the  termination  of any  agreement  between the
Parties  with  respect to the  subject  matter  the  receiving  Party  agrees to
promptly  return all tangible  items relating to the  Confidential  Information,
including all written material, photographs, models, compounds, compositions and
the like made  available or supplied by the  disclosing  Party to the  receiving
Party, and all copies thereof,  upon the request of the disclosing Party, except
such  records  as may be  required  to be  kept  for  FDA  or  other  government
regulatory  compliance.  Recipient  further  agrees to identify those persons to
whom the  Confidential  Information  that is the subject of this  Agreement  was
disclosed upon request of the disclosing Party.

___________________________
***Confidential material redacted and filed separately with the Commission

                             CONFIDENTIAL TREATMENT

<PAGE>

7.5      Inside Information
         ------------------

INyX  understands   that   Confidential   Information  may  constitute   "inside
information" of the Customer for securities  purposes and agrees to refrain from
any unlawful disclosure, trading or other improper use of such information.

7.6      ***
         ---

*** has, to the best of INyX's  knowledge  (after due enquiry),  returned to ***
all  Confidential  Information  of *** under the  provisions  of the Amended and
Restated Manufacturing and Supply Agreement between *** and *** dated ***.

                                    ARTICLE 8
                                   ASSIGNMENT
                                   ----------

8.1      Assignment by INyX
         ------------------

INyX shall have no right or authority to assign the  Agreement or any portion of
the  Agreement,  to  sublet or  subcontract  in whole or in part,  or  otherwise
delegate its  performance  under this  Agreement,  without the Customer's  prior
written consent, such consent not to be unreasonably  withheld.  Notwithstanding
the foregoing, nothing in this Agreement shall prohibit INyX from assigning this
Agreement to any Affiliate of INyX that may from time to time own or operate the
facility at Runcorn,  England.  No such assignment shall relieve INyX of primary
liability for the performance of its obligations under this Agreement.

8.2      Assignment by the Customer
         --------------------------

The Customer may assign this  Agreement.  INyX agrees that if this  Agreement is
assigned to any third party or Affiliate,  all the terms and  conditions of this
Agreement  shall obtain  between such third party or Affiliate and INyX with the
same force and effect as if said  Agreement  had been made with such third party
or Affiliate  in the first  instance,  provided  that no such  assignment  shall
relieve  the  Customer  of primary  liability  for the due  performance  of this
Agreement.

                                    ARTICLE 9
                                  FORCE MAJEURE
                                  -------------

9.1      Force majeure
         -------------

Neither Party shall be considered in default of performance  of its  obligations
under  this  Agreement,  except any  obligation  under  this  Agreement  to make
payments when due, to the extent that performance of such obligations is delayed

___________________________
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                             CONFIDENTIAL TREATMENT

<PAGE>

by contingencies  or causes beyond the reasonable  control and not caused by the
negligence  or willful  misconduct  of such Party,  including but not limited to
strike,  fire,  flood,  earthquake,  windstorm,  governmental  acts or orders or
restrictions,  or force  majeure,  to the extent  that the failure to perform is
beyond the reasonable control of the nonperforming  Party, if the Party affected
shall give prompt written notice of any such cause to the other Party. The Party
giving such notice shall thereupon be excused from such of its obligations under
this Agreement for the period of time that it is so disabled.

                                   ARTICLE 10
                              TERM AND TERMINATION
                              --------------------

10.1     Term
         ----

This Agreement shall expire on March 6, 2007 (the "Initial  Term"),  after which
this Agreement may be renewed for successive  periods of one calendar year each,
any such  agreement to renew to be  confirmed in writing by the Parties.  At the
end of the  Initial  Term,  this  Agreement  shall,  at the  Customer's  option,
automatically  renew for  successive  one-year  periods under the same terms and
conditions set forth under this Agreement (or such other terms agreed in writing
by the Parties) until terminated in writing in accordance with the provisions of
this Agreement.

10.2     Termination for Material Breach
         -------------------------------

Either Party may terminate this Agreement upon written notice if the other Party
has breached any of its material obligations under this Agreement,  and (a) such
breach has not been cured within 60 days after written notice of the breach,  or
(b)  if a  plan,  reasonably  acceptable  to  the  non-breaching  Party,  is not
implemented to cure as soon as practicable after notice of the breach

10.3     Termination upon Insolvency
         ---------------------------

Either Party may, in addition to any other remedies available to it by law or in
equity,  terminate  this  Agreement  immediately  by written notice to the other
Party  upon (i) the  filing  by the  other  Party  of a  voluntary  petition  in
bankruptcy  or seeking  reorganization,  liquidation,  dissolution,  winding-up,
arrangement,  composition or readjustment of its debts or any other relief under
any bankruptcy,  insolvency,  reorganization  or other similar act or law of any
jurisdiction  now or  hereafter  in effect,  (ii) the filing  against such other
Party of an involuntary  petition in bankruptcy which is not dismissed within 60
days,  (iii) the  appointment  of a  receiver  or  trustee  of any of such other
Party's  property if such  appointment is not vacated  within 60 days,  (iv) the
adjudication  of such other Party as  insolvent,  or (v) the  assignment of such
other Party's property for the benefit of its creditors.



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                             CONFIDENTIAL TREATMENT

<PAGE>

10.4     Termination for Force Majeure
         -----------------------------

Either Party may terminate  this  Agreement  upon thirty (30) days written prior
notice in the event of the other Party's inability to substantially  perform its
obligations under this Agreement for more than one hundred eighty (180) days due
to an event of force majeure as described in Article 9.

10.5     Termination without Cause
         -------------------------

Either Party may  terminate  this  Agreement  upon twelve (12)  months'  written
notice to the other Party.

10.6     Accrued Liabilities
         -------------------

The  termination  of this  Agreement for any reason shall not  discharge  either
Party's  liability for  obligations  incurred  under this  Agreement and amounts
unpaid at the time of such termination. The Customer shall be liable to pay INyX
for any Product, work in progress and materials purchased by INyX to fulfill its
obligations  under this  Agreement,  provided  however  that INyX shall make all
Commercially   Reasonable   Efforts  to   mitigate   its   damages   under  such
circumstances.

10.7     Return and Disposition of Property
         ----------------------------------

Upon the  termination of this Agreement for any reason,  each Party shall return
to the  other  Party  or  its  designee  all of  such  other  Party's  property,
including, but not limited to, all proprietary  information,  in its possession.
To the  extent  required  by law  or to  comply  with  such  Party's  continuing
obligations under this Agreement,  each Party may keep a single copy of tangible
property  belonging  to the other Party.  INyX shall  dispose of all bulk active
ingredients,  raw materials,  containers, and Labeling not necessary to complete
work in progress at the  Customer's  expense in accordance  with the  Customer's
reasonable instructions.

                                   ARTICLE 11
                                 INDEMNIFICATION
                                 ---------------

11.1     Indemnification by INyX
         -----------------------

INyX shall,  subject to Section 5.3, indemnify the Customer,  its Affiliates and
their respective directors,  officers, employees and agents, and defend and save
each of them  harmless,  from and  against any and all suits,  losses,  actions,
demands,  investigations,  claims,  damages,  liabilities,  costs  and  expenses
(including,  without  limitation,   reasonable  attorneys'  fees  and  expenses)
(collectively, "Losses") brought by third parties arising from or occurring as a
result of:


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<PAGE>


         (a)      a nonconformity  of Product with the warranties under Sections
                  5.1  and  5.2  except  for  any  damages  attributable  to the
                  negligence of the Customer, its employees or agents;

         (b)      INyX's failure to comply with the Product Specifications;

         (c)      any  willful  act or  omission  or  negligence  of INyX or its
                  employees,  agents or other  contractors in the  manufacturing
                  and testing of the Product; or

         (d)      INyX's  failure  to  comply  with the Act and the  regulations
                  under the Act in the production of Product.

         (e)      any breach (or alleged breach) by INyX of its representations,
                  warranties, or obligations under this Agreement;

         (f)      the  manufacture  or the storage of the  Product  prior to the
                  date of  shipment  of Product to the  Customer  by INyX or its
                  Affiliates,

         all except to the extent caused by the negligence or willful misconduct
         of  the  Customer  or  its  officers,  agents,  employees,  Affiliates,
         sublicensees or customers.

11.2     Indemnification by the Customer
         -------------------------------

The Customer shall,  subject to Section 5.3,  indemnify INyX, its Affiliates and
their respective directors,  officers, employees and agents, and defend and save
each of them  harmless,  from and  against  any and all Losses  brought by third
parties arising from or occurring as a result of:

         (a)      failure  by the  Customer  to  comply  with the Food  Drug and
                  Cosmetic Act and the regulations under the Act;

         (b)      the handling or other use of the Product;

         (c)      any willful act or omission or  negligence  of the Customer or
                  its employees, agents or other contractors

         (d)      any  breach  (or  alleged  breach)  by  the  Customer  of  its
                  representations,   warranties,   or  obligations   under  this
                  Agreement;

         (e)      the manufacture by the Customer or third parties contracted by
                  the  Customer,  or the  storage of  Product  after the date of
                  shipment of Product to the Customer by INyX or its Affiliates,

all except to the extent caused by the negligence or willful  misconduct of INyX
or its officers, agents, employees, Affiliates, sublicensees or customers.


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<PAGE>

11.3     Process
         -------

If either Party expects to seek  indemnification  from the other pursuant to the
provisions of this Article 11, it shall promptly give notice to the indemnifying
Party of any such Claim. The indemnifying  Party shall have the right to control
the defense of such Claim and the  indemnified  Party shall  cooperate  with the
indemnifying  Party in the defense of such Claim. No settlement or compromise of
any Claim shall be binding on a Party hereto without its prior written consent.

11.4     Patent Indemnification
         ----------------------

The  Customer  shall  indemnify  and hold INyX and its  employees,  servants and
agents harmless from and against any and all claims,  demands,  actions,  suits,
losses,  damages,  costs,  expenses (including  reasonable attorney's fees), and
liabilities which INyX may incur,  suffer or be required to pay by reason of any
patent  infringement suit brought against INyX because of INyX's  manufacture of
Product to the extent that the alleged  infringement  arose out of or related to
INyX's use of  processes,  compounds  or other  products the rights to which are
claimed to be owned by the Customer.

                                   ARTICLE 12
                            AUDIT RIGHTS; INSPECTIONS
                            -------------------------

12.1     Inspections
         -----------

The  Customer,  upon its own  discretion  and at its own cost  and  expense,  is
entitled  during  ordinary  business  hours and at dates  acceptable  to INyX to
inspect or to have  inspected,  INyX's plant and procedures used for manufacture
and storage of the Products.

12.2     Books and Records
         -----------------

INyX agrees to  maintain  and cause its  Affiliates  to  maintain  complete  and
accurate  books and  records of account so as to enable the  Customer  to verify
amounts due and payable under this Agreement. In particular, INyX shall preserve
and maintain  all such  records and accounts  required for audit for a period of
four (4) years after the calendar quarter for which the record applies.

12.3     Audit of INyX's Records
         -----------------------

During the term of this  Agreement,  the Customer  shall have the right upon two
(2) weeks notice to INyX to have an  independent  certified  public  accountant,
selected by the Customer and reasonably acceptable to INyX, audit INyX's records
during normal business hours; provided,  however, that such audit shall not take
place more frequently than once a year and shall not cover records for more than
the preceding four (4) years.


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<PAGE>

12.4     Government Inspection
         ---------------------

INyX agrees to advise the Customer by telephone and facsimile immediately of any
proposed or announced  visit or  inspection,  and as soon as possible but in any
case within  twenty-four (24) hours of any unannounced  visit or inspection,  by
any Regulatory  Authority of any facilities  used by INyX in the  performance of
its  obligations  under this  Agreement.  INyX shall provide the Customer with a
reasonable  description  of each such visit or  inspection  promptly  (but in no
event  later  than five 5  calendar  days)  thereafter,  and with  copies of any
letters,  reports or other  documents  (including Form 483's) issued by any such
authorities  that  relate to the  Products,  or such  facilities,  processes  or
procedures.  The  Customer may review  INyX's  responses to any such reports and
communications,  and if  practicable,  and,  insofar  as  timely  received,  the
Customer's  reasonable  views and requests  shall be taken into account prior to
submission  of  such  reports  and  communications  to the  relevant  Regulatory
Authority.

                                   ARTICLE 13
                                    DISPUTES
                                    --------

13.1     Arbitration
         -----------

If the Parties' are unable to settle amicably any claim, dispute, controversy or
difference arising out of or in relation to or in connection with this Agreement
or for breach of this Agreement  through  consultation  and  negotiation in good
faith and a spirit of mutual  cooperation,  then the  dispute  shall be resolved
through  binding  arbitration  in  accordance  with the  rules  of the  American
Arbitration  Association then in effect. Judgment upon the award rendered by the
arbitrators  may be entered in any court  having  jurisdiction  thereof.  In any
arbitration  pursuant to this section, the award shall be rendered by a majority
of the members of a board of arbitration  consisting of three members, one being
appointed by each Party and the third being appointed by mutual agreement of the
two arbitrators  appointed by the Parties. The place of arbitration shall be New
York, New York.

13.2     UN Convention Not Applicable
         ----------------------------

The Parties  expressly  disclaim  application  to this  Agreement  of the United
Nations  Convention on Contracts for the International  Sale of Goods, and agree
that it shall  not  govern  or apply to this  Agreement  or its  performance  or
construction.

13.3     Governing Law
         -------------

This Agreement  shall be governed,  controlled,  interpreted  and defined by and
under the laws of the State of New York and the United States  without regard to
that body of law known as conflicts of law; provided that issues relating to the
validity  and  enforceability  of patents  shall be  governed by the laws of the
jurisdiction by which such patent was granted.


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<PAGE>

                                   ARTICLE 14
                                     NOTICES
                                     -------

14.1     Notice.
         -------

Any notice required or permitted by this Agreement shall be in writing and shall
be sent by prepaid  registered or certified mail, return receipt  requested;  by
facsimile;  by internationally  recognized courier; or by personal delivery,  in
each case  addressed  to the other Party at the  address  below or at such other
address for which such Party gives notice under this Agreement.

If to the Customer at:

         Stiefel Laboratories, Inc.
         Attention: President and Chief Executive Officer
         255 Alhambre Circle
         Coral Gables, Florida, USA  33134

If to INyX, at:

         INyX Pharma Ltd.
         Attention: Steve Handley
         6 Seymour Court, Manor Park
         Runcorn, Cheshire, UK  WA7 1S&

Such notice shall be deemed to have been given when delivered or, if delivery is
not accomplished by some fault of the addressee, when tendered. Either Party may
change its address for notice by delivering a written  notice of the new address
in accordance with this Article.

                                   ARTICLE 15
                             NATURE OF RELATIONSHIP
                             ----------------------

15.1     No Agency; Independent Contractor
         ---------------------------------

Each Party is and shall be  considered  to be an  independent  contractor of the
other Party. Neither Party shall be the legal agent of the other for any purpose
whatsoever  and neither  Party has any right or authority to make or  underwrite
any promise, warranty or representation, to execute any contract or otherwise to
assume any obligation or responsibility in the name of or on behalf of the other
Party.  Neither  Party shall be bound by or liable to any third  persons for any
act or for any obligation or debt incurred by the other toward such third party,
except to the  extent  specifically  agreed to in  writing by the Party so to be
bound.




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<PAGE>

15.2     Public Statements
         -----------------

The  Parties  shall   endeavor  to  provide   courtesy   copies  of  any  public
announcements  concerning the  relationship  created by this Agreement.  Neither
Party  shall make any  representations  concerning  the other  without the prior
consent from the other Party. Notwithstanding the foregoing, each Party consents
to  references  to it in  reports  or  documents  or other  disclosures  sent to
stockholders or filed with or submitted to any  governmental  authority or stock
exchange.  Except for such  disclosure as is required by  applicable  law and/or
stock  exchange  regulation,  neither  Party shall make any  announcement,  news
release, public statement, publication or presentation relating to the existence
of this  Agreement or the  arrangements  referred to in this  Agreement  without
first notifying the other Party.

                                   ARTICLE 16
                              ADDITIONAL PROVISIONS
                              ---------------------

16.1     Headings
         --------

Article and section  headings  contained  in this  Agreement  are  included  for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

16.2     Partial Invalidity
         ------------------

If  any  provision  of  this  Agreement  is  held  to be  invalid,  illegal,  or
unenforceable  by a court of competent  jurisdiction,  then:  (a) such provision
will be deemed amended to conform to applicable laws of such  jurisdiction so as
to be valid and enforceable,  or, if it cannot be so amended without  materially
altering the  intention of the Parties,  it will be stricken;  (b) the validity,
legality and enforceability of such provision will not in any way be affected or
impaired thereby in any other jurisdiction;  and (c) the remaining provisions of
this Agreement will remain in full force and effect.

16.3     Survival
         --------

The  covenants and  agreements  set forth in Articles 7, 11 and 13 shall survive
any  termination  or expiration  of this  Agreement and remain in full force and
effect regardless of the cause of termination.

16.4     Entire Agreement
         ----------------

This  Agreement,   including  the  attached  Exhibits,  constitutes  the  entire
agreement of the Parties with respect to the subject matter,  and supersedes all
prior or contemporaneous  understandings or agreements, whether written or oral,
between  the  Customer  and  INyX  with  respect  to  such  subject  matter.  In
particular,  (a) in the event of conflict  between this  Agreement and the terms
and  conditions of any purchase  order or other form generated in performance of
this  Agreement,  then the terms and conditions of this Agreement shall control,
and (b) in the  event  of  conflict  between  this  Agreement  and  the  Quality
Agreement (as it may be amended from time to time),  the terms of this Agreement
shall govern all aspects of the relationship between the Parties except that the
Quality Agreement shall govern with respect to quality matters.



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<PAGE>

16.5     Waivers
         -------

No waiver of any term or condition of this  Agreement  shall be valid or binding
on either Party unless agreed in writing by the Party to be charged. The failure
of either Party to enforce at any time, or for any period of time, any provision
of this  Agreement,  or the  failure to require at any time  performance  by the
other Party of any provision of this Agreement,  shall in no way be construed to
be a present or future  waiver of such  provisions or of the right of such Party
thereafter to enforce that provision or other provisions of this Agreement.

16.6     Assignment, Binding Effect
         --------------------------

Neither  Party shall assign this  Agreement,  by operation of law or  otherwise,
except to an Affiliate of such Party,  without the prior written  consent of the
other Party,  which consent  shall not be  unreasonably  withheld,  and any such
attempted  assignment without such consent shall be void. No assignment shall be
effective until the assignee shall have  unconditionally  assumed in writing all
of the assignor's  obligations under this Agreement and a written notice of such
assignment is given to all the other  Parties.  When duly assigned in accordance
with the  foregoing,  this  Agreement  shall be  binding  upon and  inure to the
benefit of the assignee.

16.7     Amendment
         ---------

No amendment or  modification  of this Agreement  shall be valid or binding upon
the  Parties  unless  made  in  writing  and  signed  by  the  duly   authorized
representatives of both Parties.

16.8     Taxes
         -----

INyX and the  Customer  shall  cooperate  in  seeking  and/or  applying  for all
available waivers, exclusions,  exemptions, rebates and the like with respect to
potential taxes (e.g., VAT) on the Products.

16.9     Conflicting Terms and Conditions
         --------------------------------

All sales  under  this  Agreement  shall be subject  to the  provisions  of this
Agreement (including,  without limitation, the Product Specifications) and shall
not be subject to the terms and  conditions  contained on any purchase  order of
the Customer or confirmation of INyX,  except insofar as any such purchase order
or confirmation establishes:

         (a)      the quantity and form of any Product ordered;

         (b)      the shipment date;


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<PAGE>


         (c)      the shipment routes and destinations; or

         (d)      the carrier.

16.10    Binding Effect and Assignment
         -----------------------------

Each Party agrees that its rights and  obligations  under this Agreement may not
be transferred or assigned directly or indirectly, except as follows: (a) either
Party may transfer or assign this  Agreement to an Affiliate of such Party which
agrees in writing to undertake the obligations under this Agreement,  (b) either
Party may transfer or assign this  Agreement in connection  with the sale of all
or substantially all of the assigning  Party's related business,  and (c) either
Party may transfer or assign this Agreement to a non-Affiliate  third party with
the  prior  written  consent  of the other  Party,  which  consent  shall not be
unreasonably withheld. Subject to the foregoing, this Agreement shall be binding
upon and inure to, the benefit of the Parties, their successors and assigns. Any
attempted  assignment  contrary to the provisions of this Section 16.10 shall be
deemed  ineffective,  and either  Party shall have the right to  terminate  this
Agreement, with the effect described in Section 10.2.

16.11    Counterparts
         ------------

This Agreement may be executed in two or more counterparts,  each of which shall
be deemed an original and all of which  together  shall  constitute  one and the
same agreement.

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

STIEFEL LABORATORIES, INC.                               INYX PHARMA LTD.

Per:/S/ Tessie L. Brunker                                Per: /S/ Steven Handley
    ---------------------                                    -------------------
    Name:  Tessie L. Brunker                             Name:  Steven Handley
    Title:  Vice President, CFO and Treasurer            Title:  Director















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<PAGE>

                                LIST OF EXHIBITS

Exhibit 4.3(a)           Current Customers and Dermatological Products

Exhibit A                Stiefel Products

Exhibit B                Pricing

Exhibit C                Quality Agreement

Exhibit D                Forecasts

Exhibit E-1, E-2 etc     Development Agreements

                                 Exhibit 4.3(a)

                  Current Customers and Dermatological Products
                  ---------------------------------------------

See Attachment dated 28th February, 2003

                                    Exhibit A

                                Stiefel Products
                                ----------------

Marketed Name            NDC Code           Size

                                    Exhibit B

                                     Pricing
                                     -------

Name     Size     Price per Unit*   Price per Unit(Free Issue)

***                        ***                       ***

***                        ***                       ***

***                        ***                       ***

***                        ***                       ***



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                                                                        Exhibits

<PAGE>

                                   Exhibit C

                               Quality Agreement
                               -----------------

[See Attachment dated 4.03.03]

                                    Exhibit D

                           Forecast Format and Timing
                           --------------------------

With respect to forecasts supplied by the Customer:

-------------------------- ------------------------- ---------------------------

Date Submitted             Description               Purchase Orders Issued for
                                                     Manufacturing Dates During:
-------------------------- ------------------------- ---------------------------

-------------------------- ------------------------- ---------------------------

-------------------------- ------------------------- ---------------------------


                                    Exhibit E

                             Development Agreements
                             ----------------------

Future  development  agreements  between the Parties with respect to new Product
candidates shall be attached to this Agreement as Exhibits E-1, E-2, E-3, etc.

































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                             CONFIDENTIAL TREATMENT
                                                                        Exhibits