Exhibit 10.3

      CONFIDENTIAL TREATMENT REQUEST

      [ * ] INDICATES INFORMATION THAT HAS BEEN OMITTED PURSUANT TO A
      CONFIDENTIAL TREATMENT REQUEST AND THIS INFORMATION HAS BEEN FILED UNDER
      SEPARATE COVER WITH THE COMMISSION.

                             SECOND SUPPLY AGREEMENT

      THIS SUPPLY AGREEMENT ("Agreement") made as of the 1st day of February
2008, between ANDAPHARM LLC, a Florida limited liability company having its
principal place of business at 5315 NW 35th Terrace, Fort Lauderdale, Florida
33309 ("ANDAPHARM") and Breckenridge Pharmaceutical, Inc. having its principal
place of business at 1141 S. Rogers Circle, Boca Raton, FL 33487
("BRECKENRIDGE").

                                    RECITALS

      A.    WHEREAS, ANDAPHARM is engaged in the business of developing,
            manufacturing, and selling pharmaceutical products;

      B.    WHEREAS, BRECKENRIDGE is engaged in the business of developing,
            marketing and distributing pharmaceutical products;

      C.    WHEREAS ANDAPHARM agrees to supply commercial quantities of the
            designated products exclusively to and on behalf of BRECKENRIDGE,
            subject to other terms herein.

      D.    BRECKENRIDGE agrees to purchase from ANDAPHARM commercial supplies
            of the designated products.

      E.    WHEREAS ANDAPHARM and BRECKENRIDGE entered into a Supply Agreement
            on March 13, 2007, pursuant to which ANDAPHARM agreed to supply
            [   *   *   ] to BRECKENRIDGE (the "Original Supply Agreement");

      F.    WHEREAS, ANDAPHARM and BRECKENRIDGE desire to agree upon new terms,
            whereby ANDAPHARM will supply [   *   ] to Breckenridge as set forth
            herein, and which shall supercede the Original Supply Agreement; and

      NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, each intending to be legally bound, hereby agree as follows:

                             ARTICLE 1 - DEFINITIONS

1.1   "AFFILIATE" of a party means any Person directly or indirectly controlled
      by, controlling or under common control with such party. "CONTROL" means
      the legal power to direct or cause the direction of the general management
      or policies of a Person through more than fifty percent (50%) of the
      ownership of voting securities, by contract or by other means.

1.2   THE PRODUCT(S). The "Product(s)" shall mean the Product(s) listed in
      EXHIBIT A. Products(s) may be added to EXHIBIT A by written agreement of
      the parties.

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

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>

1.4   PURCHASE TERM. The "Purchase Term" shall mean the [ * ] period that begins
      on the date this agreement is signed. In the event that neither party
      gives the other written notice [ * ] months prior to the end of the
      initial [ * ] Purchase Term, the Agreement shall automatically be extended
      for successive [ * ] terms.

1.5   PURCHASE PRICE. The "Purchase Price" shall mean the price per unit as
      specified in EXHIBIT A hereof and subject to adjustment in accordance with
      Paragraph 2.2.

                          ARTICLE 2 - SUPPLY & PURCHASE

2.1   MANUFACTURE AND SUPPLY OF PRODUCT. Subject to the terms of this Agreement,
      ANDAPHARM shall [   *   ] to manufacture, package, and supply the Product
      to BRECKENRIDGE, subject to other terms herein. All Products shall be
      supplied by ANDAPHARM in accordance with accepted purchase orders received
      from BRECKENRIDGE. In consideration of ANDAPHARM's commitments in this
      Agreement, BRECKENRIDGE shall purchase from ANDAPHARM the minimum annual
      requirement listed on EXHIBIT A, as provided herein. The minimum annual
      requirement period shall commence [   *   ]  [   *   ]. In its sole
      discretion, BRECKENRIDGE shall be permitted to have the Product
      manufactured for and supplied to its Affiliate, who is qualified to
      receive the Product and [   *   ].

            (a)   LABELING AND PACKAGING. With the exception of label artwork,
            which shall be provided by BRECKENRIDGE, ANDAPHARM shall be solely
            responsible for the procuring of materials and API, packaging,
            labeling, performing all applicable analytical release testing, and
            otherwise preparing for delivery of the Product in accordance with
            the specifications agreed upon by the parties, as well as applicable
            federal and state regulations, including, without limitation, cGMP's
            relating to the FDA. ANDAPHARM shall perform all of the above
            services for product samples except for labels, labeling, and
            packaging. API shall be ordered from a supplier providing a suitable
            Certificate of Analysis demonstrating compliance with the required
            Specifications. Andapharm shall be responsible for all costs
            relating to [ * ]; however, in the event that Breckenridge requests
            more than [     *     ], it shall be charged [ * ];

                  i)  [     *     ]

                  ii) [     *     ]

            (b)   DATING. All Product shipped on behalf of BRECKENRIDGE, on the
            date of shipment by ANDAPHARM, shall have a shelf-life of at least
            [ * ] months, but

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        2
<PAGE>

            only if the stability testing results support a minimum of a [ * ]
            month shelf-life.

            (c) LIMITED EXCLUSIVITY. ANDAPHARM shall not be obligated to, and
            will not, manufacture and supply the Product to any third party
            during the Term, except to [    *    ].

2.2   PURCHASE ORDERS AND PRICE. $ [  *  ] of [ * ] as described in Exhibit A.
      Breckenridge shall make all purchases hereunder by submitting to Andapharm
      written purchase orders. Each Purchase Order shall be in batch-size
      multiples of [ * ] bottles with a minimum [ * ] day delivery date.
      Andapharm shall notify Breckenridge within [ * ] days of receipt of
      Purchase Order if it cannot fulfill Breckenridge's requirements contained
      therein.

      The initial purchase prices for the Products purchased under this
      Agreement shall be those set forth on EXHIBIT A. The parties agree to
      cooperate in adjusting prices due to [              *             ]
      ANDAPHARM agrees to provide documentation for such costs, if requested by
      Breckenridge. [   *   ], price increase for the finished-good Product
      shall not exceed [   *   ]. Any change contemplated herein shall be
      mutually agreed upon by the parties hereto and memorialized in a writing
      signed by both ANDAPHARM and BRECKENRIDGE. After [ * ] of the Purchase
      Term, this Agreement may be terminated by either party with [ * ] days
      written notice if a price adjustment cannot be mutually agreed upon and
      assuming any such proposed adjustments are commercially reasonable.

2.3   DELIVERY. Delivery shall be [   *   ], or to any other location in
      [    *    *    ], no later than the delivery date specified by
      BRECKENRIDGE, but, in no event, later than [ * ] days from the date of
      manufacture.

2.4   BILLING AND PAYMENT. ANDAPHARM shall invoice BRECKENRIDGE the Purchase
      Price for all units in each shipment of Products delivered to
      BRECKENRIDGE. Payment terms shall be as per section 2.5.

2.5   PREPAYMENT OF API. Breckenridge agrees to prepay, subject to pricing
      fluctuations, the cost of API at [ * ] per [   *   ].

                  ARTICLE 3 - QUALITY AND REGULATORY COMPLIANCE

3.1   QUALITY CONTROL. Each shipment of the Product to BRECKENRIDGE shall be
      accompanied by a Certificate of Analysis prepared by an authorized
      representative of ANDAPHARM certifying that the Product in the shipment
      has been tested in accordance with the specifications for the Product and
      was manufactured in compliance with cGMP. ANDAPHARM will send a copy of
      the Certificate of Analysis with each shipment to BRECKENRIDGE, and the
      original will be filed at ANDAPHARM, but shall be made

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        3
<PAGE>

      available to BRECKENRIDGE upon request.

            (a) Each lot of the Product shall be manufactured according the
            specifications mutually agreed upon between the parties. ANDAPHARM
            shall promptly notify BRECKENRIDGE in writing prior to instituting
            any changes to the specifications for the Product;

            (b) ANDAPHARM shall be permitted to subcontract some portions of the
            work contemplated by this Agreement to a third party upon first
            obtaining prior written consent from BRECKENRIDGE, which shall not
            be unreasonably withheld. Notwithstanding the preceding sentence,
            ANDAPHARM shall remain solely responsible for executing and
            monitoring the work performed by such subcontractors, including cGMP
            compliance of such subcontractor(s), pursuant to the terms of this
            Agreement. In addition, ANDAPHARM may subcontract packaging to Kirk
            Pharmaceuticals without the consent of BRECKENRIDGE.

3.2   REJECTION. Provided BRECKENRIDGE provides valid testing methods and
      protocols to ANDAPHARM, BRECKENRIDGE may examine and test Products as it
      sees fit. If BRECKENRIDGE finds that any lot of the Product, or part
      thereof, fails to conform to agreed specifications or other
      representations and warranties given by ANDAPHARM herein, then
      BRECKENRIDGE will notify ANDAPHARM within [   *   ] days of receipt of the
      Product, specifying the manner in which all or part of such shipment fails
      to meet the required specifications. If BRECKENRIDGE rejects a shipment
      before payment is due, [   *   ]. If BRECKENRIDGE rejects a shipment after
      payment has been made, [   *   ].

3.3   RECALLS. If any Product is recalled [   *   ], then [   *   ] shall bear
      all   [   *   ]. If the recalled Products are to be destroyed and the
      recall is due to [ * ] ANDAPHARM, at BRECKENRIDGE's request, shall
      [   *   ]. If such a recall is due to [   *   ], then BRECKENRIDGE shall
      [   *   ]. In no event shall [   *   ] be responsible for any [   *   ]
      incurred by [   *   ]. The parties agree to cooperate in case of a recall
      of any of the Products and provide such information as may be necessary to
      effectuate the recall and to satisfy any

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        4
<PAGE>

      regulatory requests about the recall.

3.4   DISPUTES. If ANDAPHARM disputes BRECKENRIDGE's right to reject all or part
      of any shipment of the Products as set forth in Paragraph 3.2 or
      BRECKENRIDGE's decision to recall any Product pursuant to paragraph 3.3
      hereof (except where requested by FDA to do so), such dispute shall be
      resolved by the decision of an independent testing organization or
      consultant mutually agreed upon by the parties to act as an arbitrator,
      the appointment of which shall not be unreasonably withheld or delayed by
      either party. The determination of such entity with respect to all or part
      of any shipment of the Products shall be final and binding upon the
      parties and enforceable in any court of competent jurisdiction,
      [         *         ]. The fees and expenses of the third party making the
      determination shall be paid by the party against which the determination
      is made. If the parties cannot agree to the independent testing
      organization or consultant to act as arbitrator within 30 days after
      notice of the dispute by either party to the other with a request to
      exercise this provision, the parties may proceed with their respective
      rights and remedies under Florida law.

3.5   INSPECTION. BRECKENRIDGE shall have the right, at its sole cost and
      expense, to enter and inspect Andapharm's premises upon reasonable notice
      during normal business hours for the purpose of inspecting the facilities,
      procedures and any relevant records relating to the manufacture of Product
      (including but not limited to, all batch sheets and records for all
      manufacturing steps), during the Term of this Agreement. In addition,
      BRECKENRIDGE shall have the right, at its sole cost and expense, to be
      present during the manufacture of Product, upon reasonable advance notice
      to ANDAPHARM. In the event that any of ANDAPHARM's Facilities used in the
      manufacturing of Product hereunder are inspected by representatives of any
      U.S. federal, state or local regulatory agency in connection with
      ANDAPHARM's manufacture of the Product, ANDAPHARM shall notify
      BRECKENRIDGE immediately by telephone, in advance of the inspection when
      practicable but in no event later than three (3) days after inspection and
      follow up in writing, upon learning of such inspection, and shall supply
      BRECKENRIDGE, no later than three (3) days after receipt by ANDAPHARM,
      with copies of any reports or responses including, but not limited to any
      Form 483s, Establishment Inspection Reports (EIRs), or Warning Letters
      prepared by the agency or ANDAPHARM relating to such inspection.

3.6   MANUFACTURING RECORDS. ANDAPHARM shall maintain adequate and accurate
      books and records in accordance with FDA requirements. ANDAPHARM agrees
      that its quality assurance staff shall review the manufacturing records
      for all steps and all lots of Product it manufactures hereunder. Upon
      discovery of any deviation from GMP or from any warranty hereunder
      ANDAPHARM shall conduct promptly an appropriate investigation to determine
      the cause of such deviation and take appropriate action at its expense to
      avoid recurrence. ANDAPHARM shall provide a copy of any such investigation
      report to BRECKENRIDGE.

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        5
<PAGE>

3.7   REGULATORY AGENCY COMMUNICATION. Each party will promptly notify but in no
      event later than [ * ] days of receipt the other party of, and provide the
      other party with copies of, any correspondence and/or other documentation
      received or prepared by the party in connection with (1) receipt of any
      warning letter or other regulatory correspondence from the FDA or any
      other regulatory authority in connection with the manufacture, packaging
      and storage of the Product; or (2) any recall of the Product; provided
      that a party may redact from such communications portions thereof which
      the party is required to keep confidential pursuant to binding agreements
      with third parties.

3.8   REGULATORY APPROVAL. In the event ANDAPHARM files an application with the
      FDA seeking approval for the Product, [       *       ].

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1   JOINT REPRESENTATIONS AND WARRANTIES. Each party represents to the other
      that it will not take any action, or fail to take any action, that would
      cause a violation of the Federal Food Drug and Cosmetic Act, or any other
      Federal, State or local law or regulation during the term of this
      contract.

4.2   REPRESENTATIONS AND WARRANTIES OF BRECKENRIDGE. ANDAPHARM is entering into
      this Agreement in reliance upon the following express representations and
      warranties, each of which is made by BRECKENRIDGE:

      (a) NO CONFLICTS. BRECKENRIDGE represents and warrants that neither this
      Agreement, nor the carrying out of the terms and conditions that are
      contemplated by this Agreement, will violate the rights of any other party
      or result in the creation of any right or claim that may adversely affect
      BRECKENRIDGE's performance of its obligations under this Agreement.

      (b) AUTHORITY. BRECKENRIDGE warrants, represents and covenants that
      BRECKENRIDGE has the legal right to enter into this Agreement and perform
      its obligations hereunder. In addition, the undersigned signatory for
      BRECKENRIDGE represents and warrants that he has been duly authorized to
      sign this Agreement on behalf of BRECKENRIDGE and he further represents
      that all requisite corporate and partnership action has been taken on the
      part of BRECKENRIDGE to approve this Agreement.

      (c) REGULATORY COMPLIANCE. BRECKENRIDGE will comply with all applicable
      United States and state laws, statutes, rules, and regulations, including
      applicable current FDA guidelines. Without limitation, BRECKENRIDGE shall
      be responsible for obtaining all necessary permissions and licenses for
      the sale and distribution of Product, in accordance with the applicable
      United States and state laws, statutes, rules, and

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        6
<PAGE>

      regulations;

      (d) DEBARMENT. To the best of BRECKENRIDGE's knowledge, it has not and
      will not use the services of any persons debarred under 21 U.S.C. Section
      335(a) or (b) in any capacity associated with or related to the
      manufacture of the Product. BRECKENRIDGE also warrants that neither
      BRECKENRIDGE nor any of its officers or employees has been convicted of a
      felony under the U.S. federal law for conduct relating to the development
      or approval, including the process for development or approval, of any
      drug product, new drug application or abbreviated new drug application and
      neither BRECKENRIDGE nor any of its officers or employees has been
      convicted of a felony under the U.S. federal law for conduct relating to
      the regulation of any product under the Federal Food, Drug and Cosmetic
      Act. If required, BRECKENRIDGE shall provide for FDA submission a standard
      "Debarment Certification" upon request of ANDAPHARM.

4.3   REPRESENTATIONS AND WARRANTIES BY ANDAPHARM. BRECKENRIDGE is entering into
      this Agreement in reliance upon the following express representations and
      warranties, each of which is made by ANDAPHARM:

      (a) NO CONFLICTS. ANDAPHARM represents and warrants that neither this
      Agreement, nor the carrying out of the terms and conditions that are
      contemplated by this Agreement, will violate the rights of any other party
      or result in the creation of any right or claim that may adversely affect
      ANDAPHARM's performance of its obligations under this Agreement.

      (b) AUTHORITY. ANDAPHARM warrants, represents and covenants that ANDAPHARM
      has the legal right to enter into this Agreement and perform its
      obligations hereunder. In addition, the undersigned signatory for
      ANDAPHARM represents and warrants that he has been duly authorized to sign
      this Agreement on behalf of ANDAPHARM and he/she further represents that
      all requisite corporate action has been taken on the part of ANDAPHARM to
      approve this Agreement.

      (c) REGULATORY COMPLIANCE. ANDAPHARM will comply with all applicable
      United States and state laws, statutes, rules, and regulations, including
      applicable current FDA guidelines, in the performance of work under this
      Agreement. Without limitation, ANDAPHARM shall be responsible for
      obtaining all necessary permissions and manufacturing licenses for the
      manufacture of Product, in accordance with the applicable United States
      and state laws, statutes, rules, and regulations;

      (d) CGMP COMPLIANCE. All manufacturing under this Agreement will be
      conducted in accordance in all respects with cGMP;

      (e) DISBARMENT. To the best of ANDAPHARM's knowledge, it has not and will
      not use the services of any persons debarred under 21 U.S.C. Section
      335(a) or (b) in any capacity associated with or related to the
      manufacture of the Product. ANDAPHARM also warrants that neither ANDAPHARM
      nor any of its officers or employees has been convicted of a felony under
      the U.S. federal law for conduct relating to the

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        7
<PAGE>

      development or approval, including the process for development or
      approval, of any drug product, new drug application or abbreviated new
      drug application and neither ANDAPHARM nor any of its officers or
      employees has been convicted of a felony under the U.S. federal law for
      conduct relating to the regulation of any product under the Federal Food,
      Drug and Cosmetic Act. If required, ANDAPHARM shall provide for FDA
      submission a standard "Debarrment Certification" upon request of
      BRECKENRIDGE.

4.4   SURVIVAL. The representations and warranties set forth in this Agreement
      shall survive any termination or expiration of this Agreement for any
      reason for a period of [*] years following any such termination or
      expiration. Any claim based in whole or part upon any breach of
      representation or warranty must be brought within such [*] period.

                         ARTICLE 5 - REGULATORY MATTERS

5.1   REGULATORY DOCUMENTATION. ANDAPHARM shall make available for BRECKENRIDGE
      to inspect all licenses and permits necessary for BRECKENRIDGE to insure
      it has met its regulatory requirements. BRECKENRIDGE may not remove any
      documentation from ANDAPHARM without ANDAPHARM's knowledge, and will not
      allow any documents marked as confidential to be shown to other parties
      without ANDAPHARMs consent; provided such information is not already in
      the public domain; known by that party prior to any review, or required to
      continue compliance with any regulatory agency.

5.2   PRODUCT COMPLAINTS. Each party shall immediately inform the other in
      writing of quality, health or safety related concerns or inquiries that
      raise potentially serious and unexpected quality, health or safety
      concerns as to any of the Products. All such other information not
      involving any of the above shall be transmitted to the other party within
      [*] business days following receipt. BRECKENRIDGE shall be responsible for
      receiving, recording and responding to all inquiries or complaints from
      customers, including alleged adverse drug events relating to the Product.
      Each Party agrees to cooperate with the other Party and to provide all
      information reasonably necessary to investigate and respond to any such
      inquiries or complaints and each Party agrees to keep the other Party
      regularly and promptly informed of any complaints it receives relating to
      the Product and to notify the other Party of any adverse drug event
      reports coming to its attention during the term of this Agreement.

                           ARTICLE 6 - INDEMNIFICATION

6.1   INDEMNIFICATION. BRECKENRIDGE shall, at its sole cost and expense, defend,
      indemnify and hold ANDAPHARM and its affiliates and their respective
      officers, directors, agents and employees harmless from and against any
      third-party losses, claims, liabilities, obligations, expenses and/or
      damages (collectively, "Claim(s)") to the extent that such Claims arise
      out of or in connection with, result from, or are caused by: (i)
      BRECKENRIDGE or any of BRECKENRIDGE's Personnel's gross negligence,
      willful misconduct or fraud in connection with the marketing, sale, or
      distribution of the Product as relating to this Agreement; (ii) any breach
      by BRECKENRIDGE of any of

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        8
<PAGE>

      its representations, terms, obligations, warranties or covenants contained
      in this Agreement; (iii) any allegation that any of the Products, or any
      aspect thereof, infringes upon or violates any patent, copyright, trade
      secret, trademark or other proprietary right of any third party relating
      to the marketing, sale, or distribution of the Product as relating to this
      Agreement; or (iv); PROVIDED, HOWEVER, that BRECKENRIDGE shall have no
      liability or indemnification obligations hereunder to the extent any such
      Claim is caused by the gross negligence, willful misconduct or fraud of
      ANDAPHARM, its affiliates or their respective officers, directors, agents
      and/or employees. Any and all legal-related matters and costs triggered by
      this provision shall be undertaken and incurred, respectively, solely
      through counsel selected and managed by BRECKENRIDGE, in its sole
      discretion, who shall assume sole direction and control of such legal
      matters. ANDAPHARM agrees to fully cooperate in the defense of any such
      Claims. Breckenridge shall be obligated under this provision so long as
      Andapharm notifies Breckenridge within ten (10) days of learning of any
      Claims, or cease and desist notices related thereto, which would trigger
      Breckenridge's obligations hereunder. The indemnification rights set forth
      in this Section 4.4 are in addition to, and shall not limit in any way,
      any rights to action or remedies that the parties may have in law or
      equity.

6.2   INDEMNIFICATION. ANDAPHARM shall, at its sole cost and expense, defend,
      indemnify and hold BRECKENRIDGE and its affiliates and their respective
      officers, directors, agents and employees harmless from and against any
      third-party losses, claims, liabilities, obligations, expenses and/or
      damages (including without limitation reasonable attorneys'
      fees)(collectively, "Claim(s)") to the extent that such Claims arise out
      of or in connection with, result from, or are caused by: (i) ANDAPHARM or
      any of ANDAPHARM's Personnel's gross negligence, willful misconduct or
      fraud in connection with the execution and/or performance of this
      Agreement, including, without limitation, the manufacturing, packaging,
      and supply of the Product; (ii) any breach by ANDAPHARM of any of its
      representations, terms, obligations, warranties or covenants contained in
      this Agreement; (iii) any allegation that any of the Products, or any
      aspect thereof, infringes upon or violates any patent, copyright, trade
      secret, trademark or other proprietary right of any third party relating
      to the manufacture, packaging, and supply of the Product; PROVIDED,
      HOWEVER, that ANDAPHARM shall have no liability or indemnification
      obligations hereunder to the extent any such Claim is caused by the gross
      negligence, willful misconduct or fraud of BRECKENRIDGE, its affiliates or
      their respective officers, directors, agents and/or employees. Any and all
      legal-related matters and costs triggered by this provision shall be
      undertaken and incurred, respectively, solely through counsel selected and
      managed by ANDAPHARM, in its sole discretion, who shall assume sole
      direction and control of such legal matters. BRECKENRIDGE agrees to fully
      cooperate in the defense of any such Claims. Andapharm shall be obligated
      under this provision so long as Breckenridge notifies Andapharm within ten
      (10) days of learning of any Claims, or cease and desist notices related
      thereto, which would trigger Andapharm's obligations hereunder. The
      indemnification rights set forth in this Section 4.5 are in addition to,
      and shall not limit in any way, any rights to action or remedies that the
      parties may have in law or equity.

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        9
<PAGE>

6.3   INSURANCE.

            (a) ANDAPHARM represents and warrants that it has obtained and shall
      at all times during the term of this Agreement maintain at its own cost
      and expense, in respect to its performance hereunder: (a) [      *      ];
      (b) worker's compensation insurance in accordance with the statutory
      requirements of Florida; and (c) [       *       ].

            (b) BRECKENRIDGE represents and warrants that it has obtained and
      shall at all times maintain at its own cost and expense [       *       ]
      Breckenridge will supply ANDAPHARM with a certificate of insurance to
      evidence such coverage, upon request.

6.4   LIMITATION OF LIABILITY. The liability of either party to the other for
      any claim arising out of contract, negligence or strict liability in tort,
      or any other claim relating to this Agreement, shall be limited to the
      actual damages suffered or incurred by a party. Except for indemnification
      for infringement and the cost of cover, in no event shall either party be
      liable for incidental or consequential damages, loss of business or
      profits, special or indirect damages of any nature whatsoever even if it
      has been advised of the possibility of such damages. The limitations of
      liability stated in this Agreement form an essential basis of the bargain
      between the parties and apply regardless of whether any limited remedy
      hereunder fails of its essential purpose. Nothing herein shall limit any
      right of recovery under any policy of insurance or any bond.

                          ARTICLE 7 - TERMS, TERMINATION

7.1   TERM. This Agreement shall become effective as of the date first written
      above and shall remain in full force and effect through the end of the
      Purchase Term, or until earlier terminated as provided herein.

7.2   TERMINATION. This Agreement may be terminated at any time:

      (a)   by either party if the other party fails to remedy and make good any
            default in the performance of any condition or obligation under this
            Agreement within [ * ] days of the date a written notice of default
            is sent to the defaulting party thereof, (OTHER THAN THE FAILURE TO
            PAY ANY AMOUNT DUE UNDER THIS AGREEMENT, FOR WHICH [  *  ] NOTICE
            SHALL BE AVAILABLE EXCEPT AS PROVIDED ELSEWHERE.);

      (b)   by either party upon bankruptcy or insolvency of the other party or
            placing of the business of such party in receivership;

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       10
<PAGE>

      (c)   by BRECKENRIDGE upon providing written notice to ANDAPHARM, if
            BRECKENRIDGE and/or ANDAPHARM are prohibited by Federal or State law
            or order from manufacturing or distributing the Products.

      (d)   by ANDAPHARM in accordance with Article 3.8;

      (e)   by either party if a price adjustment cannot be mutually agreed upon
            in accordance with Article 2.2.

7.3   WAIVER. Failure to terminate this Agreement following a breach or failure
      to comply with the terms and conditions of this Agreement shall not be
      deemed a waiver of the non breaching party's defenses, rights or causes of
      action arising from such or any future breach or noncompliance.

                             ARTICLE 8 - ASSIGNMENT

8.1   ASSIGNMENT. This Agreement may not be assigned by BRECKENRIDGE or
      ANDAPHARM or the obligations of BRECKENRIDGE and ANDAPHARM delegated
      hereunder without the prior written consent of BRECKENRIDGE or ANDAPHARM,
      which shall not be unreasonably withheld. Notwithstanding the foregoing,
      BRECKENRIDGE or ANDAPHARM may assign any or all of its rights and
      obligations under this Agreement, without obtaining the other's consent,
      only in the event of the merger or consolidation of BRECKENRIDGE or
      ANDAPHARM with another entity or the purchase by another entity of all or
      substantially all of the assets of BRECKENRIDGE or ANDAPHARM.
      Notwithstanding the foregoing, this Agreement shall survive the merger or
      consolidation of BRECKENRIDGE or ANDAPHARM with another entity or the
      purchase by another entity of all or substantially all of the assets of
      BRECKENRIDGE or ANDAPHARM and BRECKENRIDGE and ANDAPHARM agrees to give
      each other thirty (30) days' notice of any such merger, consolidation or
      purchase, if and to the extent it may do so under applicable securities
      laws.

                            ARTICLE 9 - FORCE MAJEURE

9.1   FORCE MAJEURE. No failure or omission by the parties in the performance of
      any obligation according to this Agreement shall be deemed a breach of
      this Agreement or create any liability if the same shall arise from any
      cause or causes beyond the control of the party, including, but not
      limited to, strikes, riots, war, acts of terrorism, acts of God, invasion,
      fire, explosion, floods, delay of carrier, shortage or failure in the
      supply of materials, energy shortage and acts of government or
      governmental agencies or instrumentalities.

9.2   OBLIGATIONS OF THE PARTIES IN CASE OF FORCE MAJEURE. In the event that due
      to force majeure either party hereto shall be delayed or hindered in or
      prevented from the performance of its duties or doing acts required under
      the terms of this Agreement, the performance of such act, except for the
      obligation to pay amounts due under this Agreement, shall be excused for
      the period of the delay but in no event longer than 6 months, at which
      time any party may terminate the agreement. Notwithstanding the
      aforementioned, the party subject to force majeure shall take all
      reasonable steps to

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       11
<PAGE>

      resolve the condition(s) forming the basis of force majeure.

                           ARTICLE 10 - MISCELLANEOUS

10.1  GOVERNING LAW. This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of Florida (without regard for
      conflict rules thereof) and the United States.

10.2  SEVERABILITY. Should any section, or portion, of this Agreement be held
      invalid by reason of any law, statute or regulation existing now or in the
      future in any jurisdiction by any court of competent authority or by
      legally enforceable directive of any governmental body, then such section
      or portion thereof shall be validly reformed so as to approximate the
      intent of the parties as nearly as possible and, if unreformable, shall be
      deemed divisible and deleted with respect to such jurisdiction; this
      Agreement shall not otherwise be affected.

10.3  ENTIRE AGREEMENT. The terms and provisions contained in this Agreement,
      including the Exhibits hereto, constitute the entire agreement between the
      parties and shall supersede all previous communications, representations,
      agreements or understandings, either oral or written, between the parties
      with respect to the subject matter hereof, including the Original Supply
      Agreement. No agreement or understanding varying or extending this
      Agreement shall be binding upon either party hereto, unless set forth in a
      writing which specifically refers to this Agreement, signed by duly
      authorized officers or representatives of the respective parties, and the
      provisions hereof not specifically amended thereby shall remain in full
      force and effect. By execution of this agreement, the parties further
      agree to waive and release all claims, unknown or unknown, it had or may
      have had against the other party relating to the Original Supply
      Agreement.

10.4  WAIVER. The rights and remedies of the parties to this Agreement are
      cumulative and not alternative. Neither the failure nor any delay by any
      party in exercising any right, power or privilege under this Agreement
      will operate as a waiver of any such right, power or privilege, and no
      single or partial exercise of any such right, power or privilege will
      preclude any other or further exercise of such right, power or privilege
      or the exercise of any other right, power or privilege.

10.5  NOTICES. All notices hereunder shall be deemed to have been delivered if
      by certified mail, return receipt requested, or if sent by facsimile, as
      follows.

      If to BRECKENRIDGE:
      Breckenridge Pharmaceutical, Inc.
      15 Massirio Drive
      Suite 201
      Berlin, CT 06037
      ATTN: General Counsel

      With Copy to VP Business Development

      If to ANDAPHARM:

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       12
<PAGE>

      ANDAPHARM LLC
      5315 NW 35th Terrace
      Fort Lauderdale, Florida 33309
      ATTN: Charles J. Duffy, III, Esquire

      With a copy to Steven Getraer, CFO and John Copanos, Vice President,
      Business Development

10.6  SURVIVAL. The provisions of Paragraph 4, Paragraph 6 & 10 of the Agreement
      shall survive the termination of this Agreement.

10.7  COUNTERPARTS. This Agreement may be executed in two or more counterparts,
      each of which will be deemed to be an original of this Agreement and all
      of which, when taken together, shall be deemed to constitute one and the
      same agreement. Any party to this Agreement may deliver an executed copy
      hereof by facsimile transmission, including via PDF/email, to another
      party hereto and any such delivery shall have the same force and effect as
      any other delivery of a manually signed copy of this Agreement.

10.8  EXHIBITS, SCHEDULES. Any exhibits and schedules to this Agreement are
      hereby incorporated by reference into and made a part of this Agreement.

10.9  SIGNATURE WARRANTY. It is understood and agreed by the Parties that each
      represents and warrants to the other that the individual signing this
      Agreement on behalf of the Party is their duly authorized representative
      and that such individual's signature binds the Party represented to the
      terms of this Agreement.

10.10 ARBITRATION. Any and all disputes or claims arising or out of this
      Agreement shall be resolved by binding arbitration utilizing the American
      Arbitration Association and under the American Arbitration Association's
      commercial industry rules and to be held in the State of Florida. The
      decision of any arbitration panel shall be binding on the parties and
      enforceable in any court of competent jurisdiction

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers on the day and year first set forth
above.

ANDAPHARM LLC                        BRECKENRIDGE PHARMACEUITCAL, INC.

By: /s/ Steven Getraer               By: /s/ Larry J. Lapila
    ------------------------------       ----------------------------
Name:   Steven Getraer               Name:   Larry J. Lapila
Title:  Chief Financial Officer      Title:  Vice President Business Development

Dated:                               Dated: 2/29/08

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       13
<PAGE>

                                    EXHIBIT A

--------------------------------------------------------------------------------
                      PRODUCT DESCRIPTION AND SPECIFICATION
--------------------------------------------------------------------------------

[






                                        *






                                                                               ]

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       14
<PAGE>

--------------------------------------------------------------------------------
                         PRICING AND MINIMUM QUANTITIES
--------------------------------------------------------------------------------

[






                                        *






                                                                               ]

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       15
<PAGE>

                                    EXHIBIT B

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

                               ------------------
                                 PURCHASE ORDER
                               ------------------

                                                       -----------------
                                                       P/O NUMBER   PAGE
[LOGO] BRECKENRIDGE PHARMACEUTICAL, INC.               -----------------
       1141 South Rogers Circle, Suite 3
       Boca Raton, FL 33487                   ----------------------------------
       561-443-3314 fax 561-989-0819          P/O DATE  ORDER TYPE CHANGE/CANCEL
                                              ----------------------------------

ORDERED                                 SHIP
   FROM                                   TO

--------------------------------------------------------------------------------
        BUYER         TERMS       ACKNOW-    CONFIRM    FOB    SHIP VIA     COL/
                                  LEDGE                                     PPD
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LINE  QUANTITY
 NO.  ORDERED          OUR ITEM NUMBER      YOUR ITEM   PRICE/  REQUESTED CHANGE
     BLANKET TYPE  U/M DESCRIPTION/COMMENTS NUMBER      UNIT    DATE      CANCEL
--------------------------------------------------------------------------------















--------------------------------------------------------------------------------
                  COMMENTS




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

                            ORDERED BY -----------------------------------------

* PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO AN
APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                         16