EXHIBIT 10.12(a)
                                                                ----------------

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT.

                                LICENCE AGREEMENT
            is made and entered into as of this 18th day of July 2000

                                     between

                       TEVA PHARMACEUTICAL INDUSTRIES LTD.
 a limited liability company incorporated under the laws of Israel, of 5, Basel
     Street, 49131 Petach Tiqva, Israel (hereinafter referred to as "TEVA")

                                       and

                            LABORATORIOS BELMAC,S.A.
      a limited liability company incorporated under the laws of Spain, of
                 Montearagon, 9 - 1.(a)pta, 28033 Madrid, Spain

                                       and

                             LABORATORIOS DAVUR S.L.
 a limited liability company incorporated under the laws of Spain, of Lopez de
                        Hoyos 327, 28043, Madrid, Spain

                          ( "LICENSEES " defined below)

WHEREAS        TEVA together with its Affiliates is developing and/or has
               developed and is engaged, inter alia, in the manufacture,
               distribution, marketing and sale of certain finished
               pharmaceutical products ( "Products" as defined hereunder), from
               which specifically are excluded TEVA's oncology products other
               than the solid dose formulations thereof; and

WHEREAS        it is the intention of TEVA together with its Affiliates to
               commence with the registration, marketing, distribution and sale
               of the Products in the Territory (as defined hereinafter) as soon
               as possible, and that for such purposes, TEVA together with its
               Affiliates wishes to appoint LICENSEES as non-exclusive Marketing
               Authorisation Holder of certain Products and to license on a
               non-exclusive basis the registration dossiers of such Products
               that TEVA together with its Affiliates owns or has in its
               possession to LICENSEES with the purpose of submitting the
               registration dossiers with the relevant regulatory authorities in
               the Territory in order to obtain marketing authorisations for the
               Products in the Territory and to supply LICENSEES with the
               Products in the Territory;

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WHEREAS        LICENSEES have the capability and the facilities to register,
               import, promote, package, sell, market and distribute
               pharmaceutical products in the Territory; and

WHEREAS        LICENSEES wish to accept their appointment as non-exclusive
               holders of Marketing Authorisation and to acquire the
               non-exclusive licence right of the registration dossiers of
               certain Products and be supplied with their requirements of such
               Products for marketing, distribution and sale in the Territory,
               subject to the terms and conditions of this Agreement.

WHEREAS        TEVA and LICENSEES wish to confirm in writing the undertakings
               described above as well as other mutual undertakings with respect
               to other Products described herein.

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:

1.        INTERPRETATION AND DEFINITION

1.1       The preamble to this Agreement forms an integral part hereof. Clause
          headings in this Agreement are intended solely for convenience of
          reference and shall be given no effect in the interpretation of this
          Agreement. All agreed upon and signed annexes to this Agreement,
          whether attached at the time of signature hereof or at any time
          thereafter, shall be construed as an integral part of this Agreement.
          In this Agreement, the following expressions shall bear the meanings
          assigned to them below and cognate expressions shall bear
          corresponding meanings:

          1.1.1     "Affiliates" shall mean with respect to either party, any
                    person, corporation, company, partnership, joint venture or
                    other entity controlling, controlled by or under common
                    control with such party.

                     "Control" shall mean the holding of 50% or more of the
                    common voting stock or ordinary shares in, or the right to
                    appoint 50% or more of the directors of, or the right to
                    share in 50% or more of the profits of, the said
                    corporation, company, partnership, joint venture or entity.

          1.1.2     "A Products" shall mean Products being the primary objects
                    of this Agreement and the Supply Agreement between TEVA
                    together with its Affiliates and LICENSEES set forth in
                    Appendix A of this Agreement of which the Dossier is either
                    complete for submission to the Regulatory Authorities or in
                    development. Such list shall be amended from time to time to
                    include additional future Products to be mutually agreed
                    upon between the Parties and/or delete any Products of which
                    development has been abandoned for whatever reason.


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          1.1.3     "B Products" shall mean Products as listed in Appendix B,
                    which are excluded from A Products solely on the grounds
                    that such Products are already being Commercialised by
                    LICENSEES under LICENSEES' existing contractual commitments.
                    LICENSEES agree to undertake the regulatory endeavours for
                    TEVA's B Product Dossiers under Article 4 of this Agreement
                    on behalf of TEVA. Such list may be amended from time to
                    time by agreement of TEVA and LICENSEES to include
                    additional future Products.

          1.1.4     "Commercialise" / "Commercialisation" shall mean the
                    activities carried out in the Territory pertaining to the
                    importation into, packaging, distribution, marketing and
                    sale of Products.

          1.1.5     "C Products" shall mean a list of Products to be attached as
                    Appendix C to this Agreement for which Products Licensees
                    have limited resources available for Commercialisation.
                    LICENSEES agree to undertake the regulatory endeavours under
                    Article 4 of this Agreement on behalf of TEVA. Such list may
                    be amended from time to time by agreement of TEVA and
                    LICENSEES to include additional future Products.

          1.1.6     "Dossier" shall mean the A Product and/or B Product and/or C
                    Product registration file, as the case may be, which shall
                    contain all necessary information and data, including
                    without limitation pharmacokinetic and stability studies,
                    expert reports, the open part of the Drug Master File, to be
                    submitted to the Regulatory Authorities in order to obtain
                    the Marketing Authorisation for such Product in the
                    Territory.

          1.1.7     "LICENSEES" shall mean Laboratorios Belmac, S.A. which is
                    owned 100% by Bentley Pharmaceuticals, Inc. and/or
                    Laboratorios Davur S.L. which is owned 100% by Laboratorios
                    Belmac, S.A., except in both cases shares are held by
                    directors of each company.

          1.1.8     "Marketing Authorisation" shall mean any approvals, licences
                    and permits, including any price and reimbursement
                    approvals, required by the Regulatory Authorities in the
                    Territory for the


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                    importation, distribution, marketing and sale of A Products
                    and/or B Products and/or C Products in the Territory.

          1.1.9     "Products" shall mean finished pharmaceutical products ready
                    for use in humans, from which definition oncology products
                    other than the solid dose formulations thereof are excluded,
                    now or hereafter developed by TEVA or its Affiliates, or,
                    now or hereafter in development by TEVA or its Affiliates,
                    for which TEVA or both Parties have expressed the interest
                    and commitment to Commercialise in the Territory. The
                    definition may be extended to include Dossiers that have not
                    been developed by TEVA and/or its Affiliates, to which title
                    belongs to TEVA and/or its Affiliates now or hereafter.
                    Products that have been initially classified as B Products
                    or C Products may at any time during the term of this
                    Agreement be re-classified in A, B, or C Products, if agreed
                    in writing between the Parties.

          1.1.10    "Regulatory Authorities" shall mean any government body or
                    public organisation responsible for all regulatory matters,
                    including those incidental thereto, concerning the
                    Commercialisation of finished pharmaceutical products in the
                    Territory.

          1.1.11    "Supply Agreement" shall mean the supply agreement entered
                    into between the Parties at the same date of this Agreement.

          1.1.12    "Territory" shall mean Spain, including its geographic
                    territories and possessions and other regions as agreed
                    between the Parties in writing.

          1.1.13    "TEVA Regulatory Contact" shall mean TEVA, consultants or
                    any party that is so designated by TEVA from time to time,
                    responsible for the co-ordination and process of certain
                    regulatory matters on behalf of TEVA under this Agreement.
                    TEVA shall advise LICENSEES of any changes to the contact
                    details of Teva Regulatory Contact.

2.        APPOINTMENT MARKETING AUTHORISATION HOLDER

2.1       TEVA appoints each of the LICENSEES as non-exclusive Marketing
          Authorisation Holder for the A Products in the Territory, which each
          of the LICENSEES accepts, and as such, the LICENSEES shall be
          permitted to Commercialise the A Products in the Territory.


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2.2       TEVA grants each of the LICENSEES for the term of this Agreement a
          royalty free non-exclusive licence in the Territory of the A Product
          Dossiers, which LICENSEES accept, for the sole purpose of LICENSEES
          submitting the A Product Dossiers with the relevant Regulatory
          Authorities in order to obtain each in their own name one or more
          Marketing Authorisations of the respective A Products in the
          Territory.

2.3       TEVA grants LICENSEES (each or both as the case may be) for the term
          of this Agreement a royalty free non-exclusive limited licence in the
          Territory of the B Product and C Product Dossiers from TEVA, which
          LICENSEES accept. Such licence is restricted to LICENSEES' sole use of
          submitting the B Product Dossier and C Product Dossier from TEVA with
          the relevant Regulatory Authorities in order to obtain in their own
          name one or more Marketing Authorisations of the respective B Products
          and/or C Products from TEVA in the Territory as agreed in writing
          between the Parties. For clarity purposes, the licence granted under
          this Clause shall be restricted to one or more Marketing
          Authorisations per B Product and C Product to be obtained and
          maintained by the LICENSEES in the aggregate. LICENSEES shall not be
          permitted to Commercialise the B Products and C Products from TEVA in
          the Territory without prior written authorisation from TEVA.

2.4       All proprietary rights to the A Product, B Product and C Product
          Dossiers from TEVA shall not be assigned to LICENSEES and shall remain
          fully vested in TEVA and LICENSEES shall not be allowed to use the A
          Product, B Product and C Product Dossier from TEVA for any other
          purpose than that described in Clause 2.1 above and in the Supply
          Agreement in respect of A Products and Clause 2.3 above in respect of
          B Products and C Products from TEVA.

2.5       LICENSEES shall maintain the Marketing Authorisations of A Products, B
          Products and C Products from TEVA in their own name and shall refrain
          from granting any cross-referral, duplicate access and so-called
          piggy-backs to any party without prior written authorisation from
          TEVA.

3.        MUTUAL CO-OPERATION

3.1       From time to time TEVA shall provide, in its discretion, LICENSEES
          with a list of Products with the object of inclusion in this Agreement
          and the Supply Agreement. From such list LICENSEES shall identify, in
          their discretion, the A Products, which shall be affixed to this
          Agreement and the Supply Agreement as addendum. TEVA shall have the
          right to remove any A Products from such list at any time prior to the
          date of transfer by TEVA of the A Product Dossier to LICENSEES
          pursuant to Clause 4.2 below.


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3.2       Both Parties shall identify from the Products that have not been
          identified as A Products pursuant to Clause 3.1 above, the B Products,
          which shall be affixed to this Agreement as addendum. Without
          derogation to Clause 2.3 above LICENSEES shall use their best efforts
          to find suitable partners for TEVA to Commercialise the B Products in
          the Territory.

4.        MUTUAL REGULATORY ENDEAVOURS

4.1       TEVA shall provide LICENSEES with the Dossiers of the A Products and
          any other necessary information in the English language to submit the
          Dossiers to the relevant Regulatory Authorities to obtain the
          Marketing Authorisation in the Territory in their own name. TEVA
          undertakes to sign all necessary waivers or letters of approval with
          the sole purpose of enabling the granting of the Marketing
          Authorisation to LICENSEES.

          Parties acknowledge and agree that the anticipated data package
          availability set forth in Appendix D are subject to change. TEVA
          shall inform LICENSEES of any changes to such dates.

4.2       TEVA shall transfer by mutual consent the A Product Dossier to each of
          the LICENSEES from the anticipated date of data package availability.
          The transfer by TEVA of the A Product Dossier shall be subject to the
          condition precedent of TEVA's prior receipt from each of the LICENSEES
          of a letter of access concerning the relevant Dossier and Marketing
          Authorisation, or similar document, together with the power of
          attorney from each of the LICENSEES to TEVA to sign on behalf of
          Licensees such notice, or similar document solely in the Permitted
          Event (as defined hereunder) under this Agreement in form and
          substance satisfactory to TEVA,

          LICENSEES shall submit the Dossiers of the A Products with the
          Regulatory Authorities within six (6) months of the date of their
          receipt from TEVA . LICENSEES shall provide TEVA with copies of the
          Acknowledgement of Receipt from the Regulatory Authorities of each
          submitted Dossier. LICENSEES shall be responsible for an accurate
          translation of the Dossiers of the A Products and any other necessary
          information in Spanish. LICENSEES shall provide TEVA upon its request
          with copies of such translations free of charge.

          Licensees shall submit the Dossiers of the A Products to the
          Regulatory Authorities in the Territory in accordance with all
          applicable laws and regulations, including without limitation data
          exclusivity rules, applicable now or hereafter in the Territory.


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4.3       TEVA shall provide LICENSEES with any additional information and
          assistance required answering any questions raised by the Regulatory
          Authorities in respect of the submissions pursuant to Clause 4.2
          above. The information and assistance to be provided by TEVA shall be
          based on data and information available with TEVA at the time of the
          request from the Regulatory Authorities for additional information.
          LICENSEES shall refrain from answering any questions concerning Part
          II of the Dossier without prior written authorisation from TEVA.

          In the event any request from the Regulatory Authorities requires
          additional studies, data or other information involving substantial
          work and/or costs, Parties will engage in good faith discussions to
          decide whether the Marketing Authorisation procedure of the
          respective A Product is to be progressed. If it is decided to
          continue such procedure Parties shall agree on each Parties' share in
          the costs involved.

4.4       LICENSEES shall be responsible for obtaining Marketing Authorisations
          of the A Products and the maintenance thereof, including without
          limitation any renewals and/or variations. LICENSEES shall bear all
          fees, costs and expenses incurred in connection hereof.

4.5       TEVA shall use its best reasonable efforts to assist LICENSEES with
          the validating and updating of the Dossier and corresponding Marketing
          Authorisation as required by local regulations during the term of this
          Agreement.

4.6       LICENSEES shall provide TEVA with photocopies of the Marketing
          Authorisations granted to LICENSEES, including without limitation any
          renewal certificates.

4.7       The regulatory endeavours of TEVA under this Article shall be
          undertaken by TEVA Regulatory Contact.

4.8       The provisions of and mutual undertakings under this Article shall
          also apply to B Products and C Products from TEVA to be agreed upon by
          the Parties, except that all cost related to the C Products as
          referred to in Clause 4.4 above shall be paid by TEVA. If, however, by
          written consent of the Parties a C Product becomes an A Product,
          Licensees will refund such costs to TEVA. LICENSEES shall provide TEVA
          with the specification of all cost involved subject to TEVA's approval
          prior to Licensees' undertakings under this Article.

5.        REPRESENTATIONS AND WARRANTIES


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5.1       TEVA represents and warrants to the best of its knowledge after
          reasonable enquiry that the development of the A Product, B Product
          and C Product Dossiers from TEVA and the manufacture, use and sale of
          the A Product has not infringed any third party intellectual property
          rights, it being understood that the sale of certain A Products in the
          Territory is anticipated to be cleared from patent protection on the
          dates mentioned in Appendix E. For the avoidance of any doubt, the
          anticipated dates set forth in Appendix E are based on the information
          available to TEVA at the date of this Agreement. TEVA shall inform
          LICENSEES in writing of any information becoming available to TEVA in
          the future that would alter such dates.

5.2       TEVA represents and warrants that each of the A Product, B Product and
          C Product Dossier from TEVA is valid and comply, to the best of its
          knowledge, with the standards and specifications in force on the date
          on which it was transferred to LICENSEES. TEVA represents that it or
          its Affiliates has the full right, title and interest in the A
          Products and C Products and the right to grant the interests thereto
          provided in this Agreement.

5.3       TEVA and LICENSEES each represent and warrant it has all required
          permits, approvals, regulatory licences and resources to carry on its
          business and to undertake the activities contemplated in this
          Agreement.

5.4       TEVA and LICENSEES each represent and warrant to the best of their
          knowledge after reasonable enquiry that their trademarks or marks to
          be used in the Commercialisation of the A Products have not infringed
          any third party trademark rights.

5.5       Licensees represent and warrant to the best of their knowledge after
          reasonable enquiry that their undertakings under this Agreement,
          including without limitation their regulatory endeavours under Article
          4 and Commercialisation under Article 6 have not infringed any third
          party intellectual property rights.

5.6       TEVA and LICENSEES agree to notify each other promptly if the
          representations under this Article are no longer true.

6.        LAUNCH OF A PRODUCT ON MARKET

6.1       LICENSEES shall Commercialise each A Product in the Territory within
          24 months following the date of grant of the respective Marketing
          Authorisation. If on the date of such Commercialisation patent rights
          to a certain A Product owned by a third party have not expired,
          LICENSEES


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          shall then Commercialise such A Product within two (2) months
          following such expiry date.

          Parties entered into the Supply Agreement on the same date of this
          Agreement.

6.2       During the term of LICENSEES' appointment as Marketing Authorisation
          Holder under this Agreement, neither LICENSEES, nor its Affiliates,
          shall directly or indirectly without prior authorisation of TEVA (i)
          solicit customers for the A Products outside the Territory, (ii)
          establish a branch or distribution depot for the A Products outside
          the Territory and (iii) sell the A Products outside the Territory in
          whatever form or fashion.

6.3       LICENSEES shall Commercialise each A Product in the Territory under
          their own trademarks or marks. Such trademarks or marks used by
          LICENSEES shall remain the exclusive property of LICENSEES.

7.        MATERIAL EVENT

7.1       The following occurrences shall be considered a Material Event for A
          Products for purposes of this Agreement and the Supply Agreement:

          7.1.1     for each respective A Product, where LICENSEES fail to place
                    a purchase order for such A Product with TEVA within 24
                    months of the date of the respective Marketing
                    Authorisation, or such later date pursuant to Article 6 of
                    this Agreement; or

          7.1.2     for all A Products, where LICENSEES shall come under the
                    direct or indirect or de facto direction or control of any
                    party other than the direction or control which such parties
                    are under on the date of this Agreement; or

          7.1.3     for all A Products, upon TEVA's initiation of commercial
                    operations in Spain concerning all or substantially all of
                    the Products through Teva's acquisition of or joint venture
                    engagement or similar transaction with a party in Spain.

7.2       For the avoidance of any doubt, the occurrence of any Material Event
          shall not itself terminate this Agreement, save the provisions
          pursuant to Article 10 below.

8.        CONSEQUENCES MATERIAL EVENT


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          Upon the occurrence of any Material Event pursuant to Article 7
          above, LICENSEES shall be obligated to transfer or arrange the
          transfer to TEVA or Affiliate designated by TEVA within one (1) month
          as from the date of such Material Event the letter of access, or
          similar document in form and substance satisfactory to TEVA
          concerning each relevant Marketing Authorisation, including any
          Marketing Authorisations granted after the date of Material Event
          which were applied for from the Regulatory Authorities, together with
          a photocopy of the corresponding complete and current Dossier of
          LICENSEES for each A Product the Material Event has occurred free of
          charge. LICENSEES shall undertake to sign all papers, documents and
          instruments, and do all that may be necessary to obtain such
          Marketing Authorisation and Dossier in Teva's name.

          In the event TEVA or designated Affiliate has not obtained such
          relevant letter of access or similar document within such one (1)
          month period, this event shall be a "Permitted Event" under this
          Agreement. Licensees shall permit Teva to exercise the power of
          attorney pursuant to Clause 4.2 above to obtain such Marketing
          Authorisation to Teva or designated Affiliate.

9.        CONFIDENTIALITY

9.1       The term "Confidential Information" shall hereafter be defined as any
          secret and/or proprietary information, including without limitation
          chemical processes, pharmaceutical formulations, business information
          and data, business strategies, product development information,
          financial information and data, market studies, and possible or
          intended submissions to the relevant Regulatory Authorities,
          regardless whether such information is verbal, written, graphic,
          photographic, recorded, prototype, sample or in any other form.

9.2       Each Party shall treat and maintain in strict confidence and secrecy
          and shall not use, for a period of ten (10) years from the date of
          termination of this Agreement, the Confidential Information disclosed
          by the other Party (including all information disclosed prior to the
          date hereof). Neither Party shall use any portion of the Confidential
          Information disclosed to it by the other Party or disclose such
          information to any person or entity whatsoever, except as specifically
          provided herein. The Parties may disclose the Confidential Information
          of the other Party to their respective consultants, Affiliates,
          directors, officers and employees, but only to the extent for which
          such disclosure is necessary in furtherance of this Agreement,
          provided such Party shall procure from such persons commitments to
          treat and maintain the Confidential Information in strict confidence
          and secrecy and to not use the information for any purpose


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          whatsoever except in the performance of their duties in furtherance of
          this Agreement.

9.3       Confidential Information shall not include information that can
          clearly be demonstrated to have been:

          9.3.1     Generally known to the public through no fault of the Party
                    to whom the Confidential Information was disclosed;

          9.3.2     Known to and in the lawful possession of a Party prior to
                    disclosure thereto by the other Party, as evidenced by
                    written evidence; or

          9.3.3     Obtained from a third party lawfully in possession and with
                    no limitation regarding disclosure thereof, and having the
                    right to disclose the same; or

          9.3.4     Required to be disclosed by operation of law, provided that
                    prior to any such disclosure the Party required to make such
                    disclosure shall notify the other Party in order to enable
                    the other Party to seek an appropriate protective order and
                    provided that any such disclosure shall only be to the
                    extent required to comply with the applicable law.

9.4       In the event that either Party at any time requests return of the
          Confidential Information that it provided to the other Party, the
          other Party shall promptly surrender to the requesting Party all
          documents, records, notes, copies, computer files and other material
          containing the applicable Confidential Information and shall not
          retain any copies thereof.

10.       TERM AND TERMINATION

10.1      This Agreement and the Supply Agreement that is entered into on the
          same date shall become effective as from the date of signature and
          shall for each A Product be concluded an initial term of 5 years
          starting from the date of its Commercialisation and shall thereafter
          be renewed automatically on an annual and Product-by-Product basis
          unless either party provides the other with not less than 6 months'
          prior written notice of its intention not to renew.

10.2      This Agreement that is entered into in respect of B Products and C
          Products from TEVA shall become effective as from the date of
          signature and shall thereafter be renewed automatically on an annual
          basis and Product-by-Product basis unless either Party provides the
          other with not less than thirty (30) days prior written notice of its
          intention not to renew.


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10.3      Notwithstanding Clause 10.1 and 10.2 above, this Agreement may be
          terminated earlier in the way and manner described below:

          10.3.1    In the event that a Party to this Agreement should be
                    dissolved, becomes insolvent, makes a voluntary or
                    involuntary assignment of assets for the benefit of
                    creditors, be assigned in bankruptcy court, or otherwise be
                    faced with circumstances reasonably warranting the
                    conclusion that, that Party will not be able within the
                    foreseeable future, to adequately comply with its
                    obligations under this Agreement, then the other Party to
                    this Agreement may terminate the Agreement immediately, by
                    giving notice of its intention to terminate in writing, and
                    without the Party thereby being terminated having any
                    entitlement to compensation under whatever title;

          10.3.2    Either Party shall have the right to terminate this
                    Agreement upon three (3) months written notice to the other
                    Party in the event of any (direct or indirect) voluntary,
                    involuntary or compulsory change in control or effective
                    control of the other Party, without any entitlement to
                    compensation under whatever title as a result of such
                    termination.

10.4      Notwithstanding Clause 10.1 and 10.2 above, this Agreement may be
          terminated earlier and in part on a Product-by-Product basis if one of
          the Parties to this Agreement commits a material breach of any
          provision of this Agreement pertaining to a certain A Product, B
          Product and/or C Product from TEVA and fails to remedy such breach
          within forty-five (45) days after written notification of the breach
          by the Party not in default, then, the Party not in default shall have
          the right to terminate this Agreement in regard of that relevant
          Product. If it is apparent that such breach is not capable of remedy,
          the Party not in default shall have the right to terminate this
          Agreement immediately on the date of its written notification of the
          breach.

10.5      Notwithstanding Clause 10.1 above, this Agreement may be terminated
          earlier and in part on a Product-by-Product basis in the way and
          manner described in Clause 12.3 of the Supply Agreement.

11.       RIGHTS AND OBLIGATIONS UPON TERMINATION

11.1      Upon termination of this Agreement pursuant to Clause 10.1 above, TEVA
          shall assign its rights in the relevant A Product Dossier and
          corresponding Marketing Authorisations to LICENSEES subject to the
          conditions precedent that LICENSEES have provided TEVA within one (1)
          month from the date of such termination with the letter of access or


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          similar document in form and substance satisfactory to TEVA concerning
          each respective Marketing Authorisation, together with a photocopy of
          the complete and current Dossier of LICENSEES and in the way and
          manner described in Article 8 of this Agreement. For the avoidance of
          any doubt, the assignment of rights shall be non-exclusive and for the
          Territory only.

11.2      Upon termination of this Agreement pursuant to Clause 10.2 above for
          each respective B Product and/or C Product from Teva, LICENSEES shall
          provide TEVA or Affiliate designated by TEVA within one (1) month from
          the date of such termination with the letter of access or similar
          document in form and substance satisfactory concerning each respective
          Marketing Authorisation, including any applications for Marketing
          Authorisations, together with the original complete and current
          Dossier of the relevant B Product and/or C Product from TEVA.

11.3      Upon termination of this Agreement of each respective A Product for
          reason or cause of TEVA's material breach of any of its obligations
          under this Agreement and/or the Supply Agreement, the provisions of
          Clause 11.1 of this Agreement shall survive such termination.

11.4      Upon termination of this Agreement of each respective A Product for
          reason or cause of (i) each of LICENSEES' material breach of any of
          its obligations under this Agreement and/or the Supply Agreement (ii)
          the direct or indirect change in control of each of LICENSEES pursuant
          to Clause 10.3.2 above and (iii) LICENSEES' failure to satisfy the
          annual minimum quantities on a Product-by-Product basis pursuant to
          Clause 12.3.2 of the Supply Agreement and (iv) Clause 10.3.1 of this
          Agreement, LICENSEES shall within one (1) month from the date of such
          termination provide TEVA or Affiliate designated by TEVA with the
          letter of access or similar document in form and substance
          satisfactory to TEVA concerning each respective Marketing
          Authorisation, including any applications for Marketing
          Authorisations, together with the original of the complete and current
          relevant Dossier of LICENSEES and in the way and manner described in
          Article 8 of this Agreement. LICENSEES shall sign all necessary
          waivers or letters of approval with the sole purpose of transferring
          the concerned Product Dossiers and/or Marketing Authorisations back to
          TEVA.

11.5      In the event TEVA or designated Affiliate has not obtained the letter
          of access or similar document in form and substance satisfactory to
          TEVA within such one (1) month period under this Article, this event
          shall be construed as Permitted Event under this Agreement. Licensees
          shall permit TEVA to exercise the power of attorney pursuant to Clause
          4.2


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          above to transfer such Marketing Authorisation to TEVA or designated
          Affiliate.

11.6      Upon termination of this Agreement for whatever reason or cause,
          neither Party shall be entitled to any compensation for loss of profit
          or loss of goodwill directly or indirectly attributable to (i) such
          termination or (ii) for any other reason.

11.7      Upon termination for whatever reason or cause, LICENSEES and TEVA
          shall return to each other all Confidential Information supplied by
          one Party to the other in accordance with Clause 9.4 above.

11.8      The provisions of Articles 1, 5, 9, 11, 12 and 19 shall survive
          termination of this Agreement.

12.       CROSS-INDEMINIFICATION

12.1      TEVA agrees to defend, indemnify and hold harmless LICENSEES and their
          Affiliates, their respective officers, agents, and employees from and
          against any and all claims, losses, suits, liabilities, damages and
          expenses (including, but not limited to, reasonable attorney's fees)
          arising out of injuries to persons and/or damage to property due to
          (i) a breach by TEVA of any of its representations and warranties
          under Article 5 of this Agreement and/or (ii) a material breach by
          TEVA of any of its obligations under this Agreement and/or (iii) the
          wilful misconduct or negligence of TEVA in its performance in
          accordance with this Agreement.

12.2      LICENSEES agrees to defend, indemnify and hold harmless TEVA and its
          Affiliates, its respective officers, agents, and employees from and
          against any and all claims, losses, suits, liabilities, damages and
          expenses (including, but not limited to, reasonable attorney's fees)
          arising out of injuries to persons and/or damage to property due to
          (i) a breach by LICENSEES of any of their representations and
          warranties under Article 5 of this Agreement and/or (ii) a material
          breach by LICENSEES of any of their obligations under this Agreement
          and/or (iii) any damages attributable to any acts or omissions in the
          Commercialisation of the Products and/or (iv) the wilful misconduct or
          negligence of LICENSEES in their performance in accordance with this
          Agreement.

12.3      Indemnification pursuant to Clauses 12.1 and 12.2 as the case may be
          shall be subject to the condition that either Party shall notify the
          other if it becomes aware of any claims, actions, suits, losses,
          liability, costs or expenses in respect of which indemnification by
          the other Party is called for by this Article. Both Parties shall
          consult and co-operate to the extent


                                       14
<PAGE>

          possible in the defence of any such claims or suits or negotiations
          pertaining hereto. Notwithstanding each Party's responsibility in
          respect of court proceedings, neither Party shall take any action with
          respect to such claims or suits to prejudice the interests of the
          other Party.

12.4      In the event any third party makes a claim or files a suit alleging
          that Teva or the Marketing Authorisation Holders have infringed an
          intellectual property right, including a patent or trademark, of such
          third party, relating to a Product (an "Infringement Claim"), the
          parties agree to inform each other of such infringement or alleged
          infringement and to assist each other in taking the necessary steps to
          defend these rights.

12.5      Upon receipt of notice to the parties of an Infringement Claim, (i) if
          the parties jointly determine to continue to sell the Products in the
          Territory, they shall then jointly agree in writing upon how any
          eventual liabilities will be shared if the third party prevails in the
          Infringement Claim; (ii) if Teva decides that the sales of the
          Products in the Territory shall continue and the Marketing
          Authorisation Holders have not agreed, the Marketing Authorisation
          Holders shall continue the sales of the Products in the Territory only
          upon receipt from Teva of a written indemnity for all costs and
          liabilities relating to the Infringement Claim; and (iii) if the
          Marketing Authorisation Holders decides that the sales of the Products
          in the Territory shall continue and Teva has not agreed, the Teva
          shall continue supply the Products to the Marketing Authorisation
          Holders only upon receipt from the Marketing Authorisation Holders of
          a written indemnity for all costs and liabilities relating to the
          Infringement Claim. If no agreement is reached as set forth in the
          prior sentence, Teva shall repurchase any inventory of the affected
          Products held by the Marketing Authorisation Holders and pay for such
          inventory returned at the price paid to Teva.

13.       SEVERABILITY

          If any term or provision of this Licence Agreement shall be held
          invalid or unenforceable, the remaining terms hereof shall not be
          affected but shall be valid and enforced to the fullest extent
          permitted by law. The Parties hereto shall use best efforts to
          substitute a valid, legal and enforceable provision, which, in so far
          as practical, implements the purpose hereof.

14.       WAIVER

          Failure by either Party at anytime to terminate this Agreement as a
          result of a material or persistent breach of the terms hereof by the
          other Party or to enforce any of the terms or conditions of this
          Agreement, shall not


                                                                              15
<PAGE>

          prejudice the right of that Party subsequently to terminate this
          Agreement or enforce its rights hereunder for a subsequent breach of
          its obligation hereunder by the other Party.

15.       ASSIGNMENT AND DELEGATION

          This Agreement, or any part thereof, and the rights and/or obligations
          of TEVA hereunder, shall be assignable and/or delegable to its
          Affiliates without the prior written consent of the other Party
          provided that any such assignment or delegation shall not relieve such
          assigning party of its obligations hereunder, and such party shall
          remain liable for the proper performance hereunder.

16.       ENTIRE AGREEMENT

          This Agreement, including the preamble and Appendices, constitutes,
          with the Supply Agreement and the Rights Agreement, signed on the same
          date, the entirety of the agreements binding the Parties on the
          subject matter hereof and cancels and replaces all previous
          agreements, negotiations, commitments and documents pertaining to the
          object of this Agreement. Any amendment thereto, discharge or release
          therefrom or other modification thereto, shall be expressed in writing
          and signed by the Parties' duly authorised representatives.

17.       INDEPENDENT PARTY

          This Agreement does not constitute either Party as the agent, legal
          representative, or partner of the other for any purpose whatsoever.
          Neither Party is granted any right or authority to assume or to create
          any obligation or responsibility, express or implied, on behalf of or
          in the name of the other, with regard to any manner or thing
          whatsoever, unless otherwise specifically agreed upon in writing.

18.       NOTICES

          Any notice or other written communication required or permitted to be
          made or given hereunder may be made or given by either party by
          facsimile; by first-class mail, postage prepaid; or by air courier to
          the mailing address or facsimile numbers set as below:


                                                                              16
<PAGE>

          If to TEVA:

                  Teva Pharmaceutical Industries Ltd.
                  5, Basel Street, 49131 Petach Tiqva, Israel
                  Attention: VP Global Product Development (Generics)
                  Telephone: +972 3 9267 755       Facsimile: +972 3 9267 309


          With a copy to:
                  Teva Pharmaceuticals Europe B.V.
                  Industrieweg 23; 3641 RK Mijdrecht, The Netherlands
                  Attention: President
                  Telephone: +31 (0)297 290 200   Facsimile: +31 (0)297 290 289


          If to LICENSEES:
                  C/o Laboratorios Belmac, S.A.
                  Montearagon, 9 - 1.(a)pta, 28033 Madrid, Spain
                  Attention: Managing Director
                  Telephone: +34 91 388 7201        Facsimile: + 34 91 388 7647

                  With a copy to:
                  Bentley Pharmaceuticals, Inc.
                  65 Lafayette Road, 3rd Floor
                  North Hampton, NH 03862, USA
                  Attention: President
                  Telephone: +1 603 964 8006        Facsimile: +1 603 964 6889

          or to such other addresses or facsimile numbers as either party shall
          designate by notice, similarly given, to the other party. Notices or
          written communications shall be deemed to have been sufficiently made
          or given: (i) if mailed, fourteen days after being dispatched by mail,
          postage prepaid; (ii) if by air courier, seven days after delivery to
          the air courier company; or (iii) if by facsimile with confirmed
          transmission, within five days of transmission.

19.       GOVERNING LAW AND DISPUTE SETTLEMENT

          This Agreement shall be exclusively governed and construed in
          accordance with the laws of The Netherlands. The Parties shall
          undertake all reasonable efforts in order to solve in an amicable
          manner any controversy arising in connection with this Agreement. Any
          controversy or dispute or claim arising between the Parties which
          cannot


                                                                              17
<PAGE>

          be settled amicably in connection with this Agreement or any agreement
          in furtherance thereof including disputes with respect to the validity
          of those Agreements, shall be finally and exclusively settled by the
          competent court in Utrecht, The Netherlands.

20.       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 be
          considered one and the same agreement.


                                                                              18
<PAGE>

IN WITNESS WHEREOF, each of the Parties has executed this Agreement and the
Appendices hereto as of the date below.


TEVA PHARMACEUTICAL INDUSTRIES LTD.              LABORATORIOS BELMAC, S.A.

Signature:   /s/ B.TH. VISSER                    Signature: /s/ JAMES R. MURPHY
             ------------------------------                 --------------------

Name:        B.TH. Visser                        Name:      James R. Murphy

Designation: V.P. Europe                         Designation: President


Signature:   /s/ S.W. HU                         Signature:
             ------------------------------                 --------------------

Name:        S.W. Hu                             Name:
                                                      --------------------------

Designation: Legal Counsel Europe                designation:
                                                             -------------------

Date:        July 18, 2000                       date:        July 18, 2000


LABORATORIOS DAVUR S.L.

Signature:   /s/ JAMES R. MURPHY
             ------------------------------

Name:        James R. Murphy

Designation: President

Signature:
             --------------------------

Name:
             --------------------------

Designation:
             --------------------------

Date:        July 18, 2000


                                                                              19
<PAGE>

                                   APPENDIX A
                                LIST OF A PRODUCTS                   Page 1 of 2


Product Nr.            Active Ingredient                     Formulation
-----------            -----------------                     -----------
*                      *                                     *


*        Confidential information has been omitted and filed confidentially with
         the Securities and Exchange Commission.


                                                                              20
<PAGE>

                                   APPENDIX A
                                LIST OF A PRODUCTS                   Page 2 of 2


Product Nr.            Active Ingredient                     Formulation
-----------            -----------------                     -----------
*                      *                                     *


*        Confidential information has been omitted and filed confidentially with
         the Securities and Exchange Commission.


                                                                              21
<PAGE>

                                   APPENDIX B
                               List of B Products                    Page 1 of 1


Product Nr.            Active Ingredient                     Formulation
-----------            -----------------                     -----------
*                      *                                     *


*        Confidential information has been omitted and filed confidentially with
         the Securities and Exchange Commission.


                                                                              22
<PAGE>


                                   APPENDIX C
                                List of C Products                   Page 1 of 1

No list available yet on the date of this Agreement


                                                                              23
<PAGE>


                                   APPENDIX D
NON- BINDING ANTICIPATED DATES OF DATA PACKAGE AVAILABILITY REFERRED TO IN
CLAUSE 4.1

                                                                     Page 1 of 2


Product Nr.            Active Ingredient                     Anticipated Date
-----------            -----------------                     ----------------
*                      *                                     *


*        Confidential information has been omitted and filed confidentially with
         the Securities and Exchange Commission.


                                                                              24
<PAGE>


                                   APPENDIX D
NON- BINDING ANTICIPATED DATES OF DATA PACKAGE AVAILABILITY REFERRED TO IN
CLAUSE 4.1

                                                                     Page 2 of 2


Product Nr.            Active Ingredient                     Anticipated Date
*                      *                                     *


*        Confidential information has been omitted and filed confidentially with
         the Securities and Exchange Commission.


                                                                              25
<PAGE>


                                   APPENDIX E
NON-BINDING ANTICIPATED PATENT EXPIRY DATES SUBJECT TO CHANGE PURSUANT TO
CLAUSE 5.1

                                                                     Page 1 of 1


Product Nr.         Active Ingredient         Date                Patent Nr.
-----------         -----------------         ----                ----------
*                   *                         *                   *


*        Confidential information has been omitted and filed confidentially with
         the Securities and Exchange Commission.


                                                                              26