EXHIBIT 10.12
                                                                   -------------

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


                                SUPPLY 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
                ("MARKETING AUTHORISATION HOLDERS" defined below)



WHEREAS   TEVA and LABORATORIOS BELMAC, S.A. TOGETHER WITH LABORATORIOS DAVUR
          S.L. have entered into the Licence Agreement this day for their
          appointment as Marketing Authorisation Holder of the Products (as
          defined hereunder) and the non-exclusive licence of certain rights and
          obligations in the registration files of the Product.

WHEREAS   MARKETING AUTHORISATION HOLDERS desire to engage the facilities and
          services of TEVA together with its Affiliates to manufacture Product
          for MARKETING AUTHORISATION HOLDERS and TEVA has appropriate
          facilities to manufacture Product and TEVA together with its
          Affiliates is willing to undertake manufacture of Products for
          MARKETING AUTHORISATION HOLDERS in accordance with the terms and
          conditions set forth herein.


NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:


1.        INTERPRETATION AND DEFINITION


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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. For such purpose the term "control"
                    means 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     "Commercialisation" shall mean the activities carried out in
                    the Territory pertaining to the importation into,
                    distribution, marketing and sale of Products.

          1.1.3     "Dossier" shall mean the registration file of the Products
                    (as further defined in the Licence Agreement).

          1.1.4     "Launch Date" shall mean the date of Commercialisation of
                    the Product in the Territory.

          1.1.5     "Manufacture" shall mean except as may otherwise be agreed
                    in writing by the Parties hereto, all technical operations,
                    including the purchase of raw materials, preparation of the
                    bulk packages of the Products, final packaging for shipment
                    and labelling if required, quality control testing,
                    necessary in order to obtain the Products.

          1.1.6     "Manufacturing Cost" shall mean all direct costs of
                    manufacture, excluding general and administrative costs and
                    research and development costs.

          1.1.7     "Manufacturing Standards" shall mean the specifications of
                    the Products in compliance with the Dossier, Marketing
                    Authorisation, cGMP regulations, separate Technical
                    Agreement and such other specifications as may be agreed to
                    in writing between the Parties, according to which TEVA or
                    its Affiliates



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<PAGE>

                    shall  manufacture  and supply  each of the Products under
                    this Agreement.

          1.1.8     "Marketing Authorisation" shall mean any approvals, licences
                    and permits, required by the Regulatory Authorities in Spain
                    for the importation, packaging, distribution, marketing and
                    sale of Products in the Territory.

          1.1.9     "MARKETING AUTHORISATION HOLDERS" 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 held
                    by directors of each company

          1.1.10    "Products" shall mean finished pharmaceutical products ready
                    for use in humans listed in Appendix A as amended from time
                    to time hereafter.

          1.1.11    "Regulatory Authorities" shall mean any government body or
                    public organisation responsible for all regulatory matters,
                    including those incidental thereto, concerning the
                    importation, distribution, marketing and sale of finished
                    pharmaceutical products in the Territory.

          1.1.12    "Technical Agreement" shall have the meaning set forth in
                    Clause 3.1 of this Agreement.

          1.1.13    "Teva Supply Contact" shall mean Teva or any party that is
                    so designated by Teva from time to time, responsible for the
                    co-ordination of the undertakings of Teva Manufacturing Site
                    (as defined in Clause 2.3).

          1.1.14    "Territory" shall mean Spain, including its territories and
                    possessions and other regions as agreed to in writing
                    between the parties.


2.        SUPPLY AND PURCHASE OF REQUIREMENTS

2.1       TEVA and its Affiliates undertakes to Manufacture and supply to
          MARKETING AUTHORISATION HOLDERS all of their requirements of the
          Products for the importation, distribution, marketing and sale in the
          Territory in accordance with the terms and conditions of this
          Agreement.

2.2       The supply by TEVA and its Affiliates of each Product to MARKETING
          AUTHORISATION HOLDERS shall be with due regard to MARKETING



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          AUTHORISATION HOLDERS' Preferred Customer Pricing Status. "Preferred
          Customer Pricing Status" shall mean the Manufacturing Cost for each
          Product at TEVA Manufacturing Site , plus the agreed margin of *.
          MARKETING AUTHORISATION HOLDERS' obligation to purchase all of their
          requirements of the Products shall be non-exclusive; MARKETING
          AUTHORISATION HOLDERS shall be permitted to purchase each Product from
          other sources in order to meet their requirements subject to the
          conditions precedent that MARKETING AUTHORISATION HOLDERS can
          establish by contemporaneous written proof that TEVA's or its
          Affiliates' price for such Product exceeds the current price from
          other qualified sources and TEVA has not exercised its right to match
          such lower price upon written notice within seven (7) days from the
          date of MARKETING AUTHORISATION HOLDERS' notification to Teva, which
          notice need not be given more frequently than once every two (2)
          years.

2.3       Each Product shall be supplied by TEVA or its Affiliates. TEVA Supply
          Contact shall provide MARKETING AUTHORISATION HOLDERS of the contact
          details of the manufacturing site responsible for the supply of such
          Product, which site shall be owned by Teva ("Teva Manufacturing
          Site"). TEVA Supply Contact shall advise MARKETING AUTHORISATION
          HOLDERS of any changes to the contact details of TEVA Manufacturing
          Site and any other information that may be relevant for the
          undertakings contemplated hereunder.

3.        MANUFACTURE AND SUPPLY OF PRODUCTS

3.1       All Products Manufactured by TEVA Manufacturing Site shall be supplied
          in accordance with the Manufacturing Standards. TEVA Manufacturing
          Site will supply with each batch a Certificate of Analysis and other
          documentation as required by the Spanish Regulatory Authorities. The
          QA Departments of both Parties shall enter into a Technical Agreement
          covering aspects including without limitation quality control, quality
          assurance, documentation and batch release to be attached to this
          Agreement as an Appendix. Notwithstanding the foregoing, TEVA shall
          conduct pre-licensing stability studies as detailed in the Dossiers
          and provide updates to MARKETING AUTHORISATION HOLDERS on their
          request. TEVA Manufacturing Site shall also conduct post-licensing
          stability studies on the first three batches of each Product;
          MARKETING AUTHORISATION HOLDERS shall provide TEVA Manufacturing Site
          with free samples of the respective Product, the quantity thereof to
          be agreed upon between the Parties. TEVA Manufacturing Site shall
          provide the data of such studies to MARKETING AUTHORISATION HOLDERS on
          their request.

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


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<PAGE>

3.2       All Products formulated as tablets or capsules shall be Manufactured
          and supplied by TEVA Manufacturing Site in bulk packages, unless
          agreed otherwise between the Parties in writing. All other Product
          formulations shall be Manufactured and supplied in final finished
          dosage form, unless agreed otherwise between the Parties in writing.
          Upon TEVA'S request MARKETING AUTHORISATION HOLDERS shall include on
          packs, patient information leaflets and package inserts the reference
          that the respective Product is licensed from Teva(R).

3.3       MARKETING AUTHORISATION HOLDERS shall be entitled on any business day,
          upon reasonable prior written notice to TEVA Manufacturing Site, to
          inspect TEVA Manufacturing Site's facilities, in order to verify
          compliance by TEVA Manufacturing Site with the applicable
          Manufacturing Standards. MARKETING AUTHORISATION HOLDERS shall use
          their best efforts to limit audits under this Clause to only one visit
          in aggregate per year, unless required by special circumstances by the
          requirements of the Spanish Regulatory Authorities.

          In the event of dispute between the Parties regarding the conclusions
          of such audit, the audit report shall be referred for examination to
          an independent expert mutually selected by the Parties in order to
          determine its compliance to the applicable Manufacturing Standards.
          The findings of such expert shall be final and binding on the Parties.
          All costs charged by the expert in connection with its examination
          shall be borne by the Party that was found to be incorrect.

4.        FORECASTS, ORDERS AND DELIVERY OF PRODUCTS

4.1       No later than one hundred and eighty (180) days before the Launch Date
          of each Product and each month thereafter commencing at the Launch
          Date MARKETING AUTHORISATION HOLDERS shall provide TEVA Manufacturing
          Site with a twelve (12) months rolling forecast. The forecast for the
          first three (3) months shall constitute a Firm Order and shall set
          forth (i) the quantities of each Product to be purchased, (ii)
          reasonable delivery dates allowing a lead time of ninety (90) days
          from the date of Firm Order and (iii) other reasonable instructions
          for shipping and packaging. Such Firm Order shall be binding on both
          Parties, when confirmed in writing by TEVA Manufacturing Site within
          ten (10) working days. The Forecast for the remaining nine (9) months
          shall be for production planning purposes only and shall not
          constitute a Firm Order.

4.2       Marketing Authorisation Holders shall purchase from Teva Manufacturing
          Site not less than the annual minimum quantities of each Product based
          on batch size set out in Appendix D. If Marketing Authorisation
          Holders fail to meet these minimum quantities in any year, Teva shall
          have the



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<PAGE>

          right to terminate this Agreement on a Product-by-Product basis.
          MARKETING AUTHORISATION HOLDERS shall maintain at least three (3)
          month inventory of each Product for Commercialisation in the
          Territory.

4.3       TEVA Manufacturing Site shall deliver all Products supplied hereunder
          Ex Works [place of manufacture site as advised by TEVA Supply contact]
          (Incoterms 2000).

4.4       MARKETING AUTHORISATION HOLDERS shall have a maximum of forty-five
          (45) days from the date of its receipt of any delivery of Products by
          TEVA Manufacturing Site to inspect the quantity and quality delivered
          and to accept or reject such delivery, in whole or in part. The
          methods of analysis agreed upon by the Parties shall be used to
          determine whether or not the Products meet the relevant
          specifications. In the event MARKETING AUTHORISATION HOLDERS do not
          notify TEVA Manufacturing Site in writing of either acceptance, defect
          or a shortage within such forty-five (45) day period, all of such
          delivery shall be deemed to be accepted. Notwithstanding the
          foregoing, in the event of a latent defect to any batch of the
          Products, which could not have been discovered by MARKETING
          AUTHORISATION HOLDERS with reasonable diligence within such forty-five
          (45) day period, MARKETING AUTHORISATION HOLDERS shall have fifteen
          (15) days from the date that such latent defect was in fact discovered
          or should have been discovered to notify TEVA Manufacturing Site in
          writing, failing which such batch shall be deemed accepted. TEVA
          Manufacturing Site shall upon verification of such defect or shortage,
          as the case may be, dispatch non-defective quantities of the relevant
          Product in a quantity sufficient to cure the shortage or defect free
          of charge.

4.5       In the event of dispute between the Parties regarding the quality of
          any Products supplied hereunder, the batch in question or
          representative samples thereof, shall be referred for examination to
          an independent laboratory mutually selected by the Parties and
          authorised by the Regulatory Authorities in order to determine its
          compliance to the applicable Manufacturing Standards for such Product.
          The findings of such laboratory shall be final and binding on the
          Parties. All costs charged by the laboratory in connection with its
          analysis shall be borne by the Party that was found to be incorrect.

5.        PRICE AND TERMS OF PAYMENT

5.1       The price to be paid by MARKETING AUTHORISATION HOLDERS to TEVA
          Manufacturing Site for all quantities of the Products supplied by TEVA
          Manufacturing Site shall be at Preferred Customer Pricing Status. No
          later than one hundred and eighty (180) days before the Launch Date of



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<PAGE>

          each Product and thereafter once every year before or on the first
          business day of the calendar year TEVA Manufacturing Site shall
          provide MARKETING AUTHORISATION HOLDERS with the price of each
          Product, which shall be applicable on supplies of Products during the
          relevant calendar year or portion thereof. Estimates of Manufacture
          costs of the Products are set forth in Appendix B of this Agreement
          for reference and information purposes only and shall be construed not
          to be binding on either Party. The Preferred Customer Status pricing
          shall be in effect no less than for a period of three (3) years
          following the Launch Date of the particular Product, or, if there is a
          Material Event (as defined below), three years after such Material
          Event, whichever is later.

5.2       Notwithstanding Clause 5.1 above, Parties acknowledge and agree that
          outside factors may affect the price of one or more Products supplied
          by TEVA Manufacturing Site, including without limitation changes in
          foreign currency exchange rates, inflation, market conditions and
          competition, cost of raw materials, labour and public utilities. Upon
          the occurrence of such unforeseen events or circumstances Parties
          shall meet and negotiate in good faith the prices and terms of this
          Agreement in order to re-establish the basic economic balance thereof
          with respect to the Product so affected. In the event Parties cannot
          reach an agreement, either Party shall have the right to terminate
          this Agreement for the relevant Product.

5.3       Payment for all Products shall be effected by MARKETING AUTHORISATION
          HOLDERS to TEVA Manufacturing Site within ninety (90) days of the date
          of invoice (such date of invoice not to be earlier than the date of
          delivery of the relevant Product) Payments due hereunder shall be made
          by bank transfer in Euros as directed by TEVA Manufacturing Site.

5.4       Notwithstanding delivery of the Products to MARKETING AUTHORISATION
          HOLDERS, or the mode thereof, title in the Products shall pass to
          MARKETING AUTHORISATION HOLDERS upon receipt by TEVA Manufacturing
          Site of full payment therefor. Risk of loss and damage in and to the
          Product shall pass to MARKETING AUTHORISATION HOLDERS upon delivery
          thereof at the agreed delivery location.

6.        ADVERSE REACTIONS

6.1       Both Parties shall co-operate with one another and share information
          concerning the safety and efficacy of the Products and other
          information that may affect the use, sale and marketing of the
          Products.


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<PAGE>

6.2       Both Parties shall promptly notify each other in writing of any
          information concerning any serious or unexpected side-effect, injury,
          toxicity, or sensitivity reaction, any unexpected incidents or any
          adverse drug experience reports and the severity thereof associated
          with the Products, the use, sale and marketing thereof. Both Parties
          shall notify each other upon request by the other of other information
          concerning not serious adverse reactions attributable to the use of
          the Products.

6.3       Nothing in this Article shall be construed as overriding the duty and
          responsibilities of both Parties to report adverse reactions
          concerning the Product to any Regulatory Authorities in the Territory.

6.4       Both Parties shall advise each other of the names and contact details
          of persons responsible for pharmacovigilance / reporting of adverse
          reactions / medical information matters in its organisation and shall
          keep these details up to date.


7.        RECALL

7.1       Whenever a recall in the Territory of a Product manufactured by Teva
          Manufacturing Site is being contemplated for any reason, both Parties
          shall promptly consult with each other with the purpose of deciding
          the appropriate action to be taken with respect thereto. For the sake
          of clarity, the responsibility of any recall shall rest with MARKETING
          AUTHORISATION HOLDERS as the Marketing Authorisation holder, but it is
          agreed that MARKETING AUTHORISATION HOLDERS shall fully consult with
          TEVA if a recall is contemplated. Nothing in this Article shall be
          construed as overriding the Parties' duties and obligations towards
          any Regulatory Authorities in the Territory.

7.2       In the event the recall is due to any act or omission of either Party,
          the Party to which such recall is attributable shall bear the costs
          and expenses related directly to such recall, or in the case of action
          from the Regulatory Authorities regarding a recall which is not
          attributable to any act or omission of either Party, the direct costs
          and expenses shall be shared equally by TEVA (50%) and the MARKETING
          AUTHORISATION HOLDERS (50%).


8.        REPRESENTATIONS AND WARRANTIES

8.1       TEVA represents and warrants to the best of its knowledge after
          reasonable enquiry that the Manufacturing, use and sale of the
          Products,



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          in accordance with the corresponding Dossiers, shall contravene no
          patents or rights owned or held by third parties in the Territory, it
          being understood that the sale of certain Products in the Territory;
          provided however it being understood that is anticipated to be cleared
          from patent protection on the dates mentioned in Appendix C. For the
          avoidance of any doubt, the anticipated dates set forth in Appendix C
          are based on the information available to TEVA at the date of this
          Agreement. TEVA shall inform MARKETING AUTHORISATION HOLDERS in
          writing of any information becoming available to TEVA in the future
          that would alter such dates.

8.2       TEVA represents and warrants that (i) the Product supplied hereunder
          will be of merchantable quality and fit for the purposes set forth in
          the Product package insert, (ii) the Product supplied hereunder shall
          be manufactured, packaged (when applicable pursuant to Clause 3.2) and
          stored in accordance with the Manufacturing Standards (iii) the
          Product supplied hereunder shall be free and clear of all security
          interests, liens, or other encumbrances of any kind or character. For
          the avoidance of any doubt, the warranties set out in this Clause are
          the only warranties given by TEVA and are made in lieu of all other
          warranties, express or implied. Any implied warranties of fitness for
          a particular purpose or merchantibility applicable to the Product are
          hereby excluded.

8.3       MARKETING AUTHORISATION HOLDERS represent and warrant that all
          Products purchased hereunder shall be properly packaged (when
          applicable pursuant to Clause 3.2), transported and stored in
          accordance with the relevant Dossier and Marketing Authorisation.

8.4       Each Party represents and warrants to the other that it holds and will
          hold all licences and permits required from all relevant authorities
          for the implementation of this Agreement and that it will maintain
          such licences and permits for the term of this Agreement, and also
          after termination of this Agreement (for any reason) during such
          continuing period that any Products manufactured and supplied
          hereunder by TEVA are held in inventory by MARKETING AUTHORISATION
          HOLDERS.


9.        MATERIAL EVENT

9.1       The following occurrences shall be considered a Material Event for
          purposes of this Agreement and the Licence Agreement:

          9.1.1     for each respective Product, where MARKETING AUTHORISATION
                    HOLDERS fail to place a Firm Order for such Product with
                    TEVA Manufacturing Site within 24 months of the date of the
                    respective Marketing Authorisation, or such later date due
                    to existing patent



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                    restrictions as referred to in Clause 6.1 of the Licence
                    Agreement  between the Parties of even date; or

          9.1.2     for all respective Products, where MARKETING AUTHORISATION
                    HOLDERS shall come under the direct or indirect or de facto
                    direction or control of any party, other than the direction
                    and control which such parties are under on the date of this
                    Agreement; or

          9.1.3     for all 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 transactions with a party in Spain.

9.2       For the avoidance of any doubt, the occurrence of any Material Event
          shall not itself terminate this Agreement, save the provisions
          pursuant to Article 12 below.

10.       CONSEQUENCES MATERIAL EVENT

          Upon the occurrence of any Material Event pursuant to Article 9 above,
          TEVA shall be obligated to supply MARKETING AUTHORISATION HOLDERS with
          the Products with due regard to MARKETING AUTHORISATION HOLDERS'
          Preferred Customer Status, as set forth in Section 5,1 above.
          Following the end of all periods during which the Marketing
          Authorisation Holders have Preferred Customer Pricing Status, the
          parties shall renegotiate in good faith the price of each relevant
          Product commensurate with the prevailing market conditions in the
          Territory representing an equitable reward to TEVA for the supply of
          Products to MARKETING AUTHORISATION HOLDERS as Marketing Authorisation
          holder. In the event Parties cannot reach an agreement, either Party
          shall have the right to terminate this Agreement for the relevant
          Product.


11.       CONFIDENTIALITY

11.1      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.



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<PAGE>

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

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

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

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

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

          11.3.4    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.

11.4      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.


12.       TERM AND TERMINATION



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12.1      This Agreement and the Licence Agreement that is entered into on the
          same date shall become effective as from the date of signature and
          shall for each Product be concluded an initial term of 5 years
          starting from its Launch Date 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.

12.2      Notwithstanding Clause 12.1 above, this Agreement may be terminated
          earlier in the way and manner described below:

          12.2.1    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;



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          12.2.2    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 the ownership of the
                    other Party, without any entitlement to compensation under
                    whatever title. This right of termination is in addition to
                    and shall not limit TEVA's right to terminate under Article
                    10.

12.3      Notwithstanding Clause 12.1 above, this Agreement may be terminated
          earlier and in part on a Product-by-Product basis in the way and
          manner described below:

          12.3.1    If one of the Parties to this Agreement commits a breach of
                    any provision of this Agreement pertaining to a certain
                    Product 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 in regard of that relevant
                    Product immediately on the date of its written notification
                    of the breach;

          12.3.2    In the event of termination of this Agreement upon three (3)
                    months written notification by either Party pursuant to
                    Clause 5.2 and Article 10 and upon three (3) months written
                    notification by TEVA pursuant to Clause 4.2 of this
                    Agreement.

13.       RIGHTS AND OBLIGATIONS UPON TERMINATION

13.1      Termination of this Agreement for whatever reason (by expiration of
          term or otherwise) shall not affect the liabilities of the Parties
          hereunder in respect of matters outstanding at the time of such
          termination.

13.2      In the event of termination of this Agreement or on a
          Product-by-Product basis in accordance with Sections 12.2 or 12.3
          above:

          13.2.1    TEVA shall have the option, exercisable by written notice
                    within thirty (30) days of termination, of repurchasing all
                    stocks of the Products, held by MARKETING AUTHORISATION
                    HOLDERS, in good and marketable condition at the price paid
                    to TEVA Manufacturing Site to MARKETING AUTHORISATION
                    HOLDERS. If the said option is not exercised, MARKETING
                    AUTHORISATION HOLDERS shall be entitled to continue to
                    market the Products in the Territory;

          13.2.2    Neither Party shall be entitled to any compensation for loss
                    of profit or loss of goodwill directly or indirectly
                    attributable to such termination or for any other reason;

          13.2.3    Each Party shall return to the other all Confidential
                    Information supplied by one Party to the other in accordance
                    with Clause 11.4 above.

13.3      The provisions of Articles 1, 7, 8, 11, 13, 14 and 21 shall survive
          termination of this Agreement.


14.       CROSS-INDEMINIFACTION

14.1      TEVA agrees to defend, indemnify and hold harmless MARKETING
          AUTHORISATION HOLDERS 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 TEVA of any of its
          representations and warranties under Article 8 of this Agreement
          and/or (ii) a material breach by TEVA of any of its obligations under
          this



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          Agreement and/or (iii) any damages resulting from the use of the
          Products Manufactured by Teva Manufacturing Site which damages are
          attributable to acts or omissions of Teva Manufacturing Site in the
          Manufacture of such Products and/or (iv) the willful misconduct or
          negligence of TEVA in its performance in accordance with this
          Agreement.

14.2      MARKETING AUTHORISATION HOLDERS agree 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 MARKETING AUTHORISATION
          HOLDERS of any of its representations and warranties under Article 8
          of this Agreement and/or (ii) a material breach by MARKETING
          AUTHORISATION HOLDERS of any of its 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 willful misconduct
          or negligence of MARKETING AUTHORISATION HOLDERS in its performance in
          accordance with this Agreement.

14.3      Indemnification pursuant to Clauses 14.1 and 14.2 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 possible in the defense 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.

14.4      Each Party shall effect and maintain product liability insurance
          reasonably sufficient to cover damages relating to the Product under
          this Agreement. The Parties shall provide each other with proof of
          such insurance upon request.

14.5      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.

14.6      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



                                       14
<PAGE>

          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 at the paid to the Teva Manufacturing Site and pay for any
          costs and fees for returning such inventory.

15.       SEVERABILITY

          If any term or provision of this 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.

16.       WAIVER

          Failure by either Party at anytime to terminate this Agreement (either
          in whole or in part) 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 prejudice the right of that
          Party subsequently to terminate this Agreement (either in whole or in
          part) or enforce its rights hereunder for a subsequent breach of its
          obligation hereunder by the other Party.

17.       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.



                                       15
<PAGE>

18.       ENTIRE AGREEMENT

          This Agreement, including the preamble and Appendices, constitutes,
          with the Licence 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.

          For purposes of clarity, no Firm Order, or similar documents delivered
          subsequent to the date of this Agreement containing terms and
          conditions inconsistent herewith or in addition to this Agreement
          shall be effective to amend or modify this Agreement.

19.       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.

20.       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:

          If to TEVA:
                 Teva Pharmaceutical Industries Ltd.
                 5, Basel Street, 49131 Petach Tiqva, Israel
                 Attention: VP Export & Coordination (N. America/Europe)
                      Telephone: +972 3 9267 248     Facsimile: +972 3 9267 431

           With a copy to:

                 Teva Pharmaceuticals Europe B.V.


                                       16
<PAGE>

                 Industrieweg 23; 3641 RK Mijdrecht, The Netherlands
                 Attention: President
                 Telephone: +31 (0)297 290 200   Facsimile: +31 (0)297 290 289

           If to MARKETING AUTHORISATION HOLDERS:
                 C/o Laboratorios Belmac, S.A.
                 Montearagon, 9 - 1.(a)pta, 28033 Madrid, Spain
                 Attention: Managing Director
                 Telephone:                      Facsimile:

           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.


21.       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 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.


22.       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.


                                       17
<PAGE>

23.       FORCE MAJEURE

23.1      Neither Party shall be liable for non-performance or delay in the
          fulfilment of its obligations when any such non-performance or delay
          shall be occasioned by and unforeseeable cause beyond the reasonable
          control of Teva or Marketing Authorisation Holder, as the case may be,
          including without limitation, acts of God, fire, flood, earthquakes,
          explosions, sabotage, strikes, or labour disturbances (regardless of
          the reasonableness of the demands of the labour force), or any acts,
          restraints, requisitions, regulations, or directives issued by a
          competent government authority ("Force Majeure Events").





                                       18
<PAGE>

23.2      In the event that either Party is prevented from discharging its
          obligations under this Agreement on account of a Force Majeure Event,
          such Party shall notify the other forthwith, and shall nevertheless
          make every endeavour, in the utmost good faith, to discharge its said
          obligations, even if in a partial or compromised manner. In the event
          a Force Majeure Event subsists for a period of ninety (90) consecutive
          days, the Party not claiming the Force Majeure Event shall be entitled
          to terminate this Agreement forthwith, on written notice to the Party
          claiming the Force Majeure Event.


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 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 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
      NON-BINDING COST ESTIMATES OF MANUFACTURE BY TEVA MANUFACTURING SITE
                             PURSUANT TO CLAUSE 5.1

                                                                     Page 1 of 2

Product Nr.      Active Ingredient          Cost per 1,000 tabl/caps unless
                                            otherwise indicated (in U.S. $)
-----------      -----------------          ------------------------------------
*                *                          *


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


                                       22
<PAGE>

                                   APPENDIX B
      NON-BINDING COST ESTIMATES OF MANUFACTURE BY TEVA MANUFACTURING SITE
                             PURSUANT TO CLAUSE 5.1

                                                                     Page 2 of 2


Product Nr.      Active Ingredient          Cost per 1,000 tabl/caps unless
                                            otherwise indicated (in U.S. $)
-----------      -----------------          ------------------------------------
*                *                          *


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


                                       23
<PAGE>

                                   APPENDIX C
          NON-BINDING ANTICIPATED PATENT EXPIRY DATES SUBJECT TO CHANGE
                             PURSUANT TO CLAUSE 8.1

PRODUCT NR.         ACTIVE INGREDIENT         DATE                PATENT NR.
-----------         -----------------         ----                ----------
*                   *                         *                   *


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


                                       24
<PAGE>

                                   APPENDIX D
                ANNUAL MINIMUM QUANTITIES PURSUANT TO CLAUSE 4.2

Batch size not available yet on the date of this Agreement.

<PAGE>

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;

<PAGE>

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.


                                                                               2
<PAGE>

          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


                                                                               3
<PAGE>

                    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.


                                                                               4
<PAGE>

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.


                                                                               5
<PAGE>

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.


                                                                               6
<PAGE>

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


                                                                               7
<PAGE>

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


                                                                               8
<PAGE>

          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


                                                                               9
<PAGE>

          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


                                                                              10
<PAGE>

          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.


                                                                              11
<PAGE>

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


                                                                              12
<PAGE>

          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


                                       13
<PAGE>

          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
<PAGE>

                                RIGHTS AGREEMENT

     This RIGHTS AGREEMENT (the "Agreement"), dated as of July 18, 2000, is by
and between BENTLEY PHARMACEUTICALS, INC., a Delaware corporation ("Bentley"),
LABORATORIOS BELMAC, S.A., a company formed under the laws of Spain ("Belmac"),
LABORATORIOS DAVUR, S.L., a company formed under the law of Spain ("Davur") on
the one hand and TEVA PHARMACEUTICAL INDUSTRIES LTD., a company formed under the
laws of Israel ("Teva"), on the other hand.

                                   WITNESSETH

     WHEREAS, Teva, Belmac and Davur have entered into a Supply Agreement and a
License Agreement (together, the "Other Agreements"), of even date herewith,
whereby the parties thereto have established certain relationships related to
the license and marketing of various pharmaceutical products; and

     WHEREAS, the parties hereto have agreed that Teva shall receive various
protections regarding its right to certain of the results of such collaboration,
as set forth in particularity herein;

     NOW THEREFORE, in consideration of the mutual covenants and obligations
contained herein and in the Other Agreements, the parties hereto have agreed as
follows:

     1. Bentley represents and warrants that all issued and outstanding shares
of Belmac are held by Bentley and all issued and outstanding shares of Davur are
held by Belmac, except in both cases shares held by directors of each company.

     2. Right of First Refusal. (a) Not later than two (2) months prior to any
proposed sale of direct or indirect ownership or control of substantially all of
the capital stock or assets of Davur, Belmac or Bentley shall notify Teva in
writing (the "Proposed Sale Notice") of its intention to effect such sale. The
Proposed Sale Notice shall include the identity of the proposed third party
purchaser and the third party offer price. If the third party purchaser and
Belmac or Bentley have entered into a confidentiality agreement with regard to
the proposed transaction, Teva shall agree to a substantially similar
confidentiality agreement prior to receiving the Proposed Sale Notice. Teva
shall thereupon have the option, exercisable in writing to the entity which
provided the Proposed Sale Notice (the "Exercise Notice") given within thirty
(30) days of receipt of the Proposed Sale Notice, to (i) cause Belmac to
transfer to Davur all of the rights, obligations, inventory, property rights,
intellectual property, dossiers, marketing authorisations, samples and other
materials, including without limitation brands, trademarks, customer lists,
received by Belmac directly or indirectly from Teva or produced and developed by
Belmac related to its performance or rights under the Other Agreements
(collectively, the "Teva Assets"); and (ii) upon such transfer, purchase
(directly or through its designee) all of the capital stock of Davur, free and
clear of all liens, claims and encumbrances, upon the terms set forth below. If
Teva does not deliver an Exercise Notice to Belmac within such 30-day period,
Belmac and Davur shall be free to proceed with the transaction specified in the
Proposed Sale Notice with the identified third party for a period of six (6)
months and Teva shall have no further rights under this Article 2 related to
such transaction. If the specified transaction does not

<PAGE>

close with the third party within such six (6) month period, then all of Teva's
rights shall be reinstituted.

     (b) Teva shall specify the offer price for the Davur shares in the Exercise
Notice which shall be an amount equal to the offer price of the third party in
the Proposed Sales Notice, less the value of all of Teva Assets and all of the
rights, obligations, inventory, property rights, intellectual property,
dossiers, marketing authorisations, samples and other materials, including
without limitation brands, trademarks, customer lists, received by Davur
directly or indirectly from Teva or produced and developed by Teva related to
its performance or rights under the Other Agreements (the "Additional Teva
Assets"). If such offer is acceptable to Belmac, then the purchase and sale of
the Davur shares shall take place within 10 business days following the date of
completion of transfer of all of the Teva Assets by Belmac to Davur pursuant to
Section 2(a)(i) of this Agreement and the execution of and satisfaction of all
conditions under a Purchase and Sale Agreement for the Davur shares in form and
substance reasonably satisfactory to Teva. If Belmac does not agree to the value
of the Teva Assets and Additional Teva Assets, then the parties hereto shall
request an independent auditor or appraiser (which does not perform regular
services for any of the parties hereto) to render an appraisal of the fair
market value of the Davur shares, less the value of the Teva Assets and
Additional Teva Assets, which appraisal shall be binding on the parties and
shall be and become the purchase price payable by Teva (or its designee) for all
of the Davur Shares. If the parties cannot agree on the identity of an auditor
or appraiser, Teva and Belmac's regular auditors shall jointly designate such an
auditor or appraiser. The fees and expenses of the auditor or appraiser shall be
borne by Belmac unless the price for the Davur shares established by the auditor
or appraiser is five percent or more higher (after deducting the value of the
Teva Assets and the Additional Teva Assets) than the purchase price set forth in
the Exercise Notice, whereupon such fees and expenses shall be borne by Teva.

     3. Right of First Offer. (a) Not later than two (2) months prior to any
proposed sale of direct or indirect ownership or control of substantially all of
the capital stock or assets of Belmac, Bentley shall notify Teva in writing (the
"Proposed Belmac Sale Notice") of its intention to effect such sale. The
Proposed Belmac Sale Notice shall include the identity of the proposed third
party purchaser and the third party offer price. If the third party purchaser
and Belmac or Bentley have entered into a confidentiality agreement with regard
to the proposed transaction, Teva shall agree to a substantially similar
confidentiality agreement prior to receiving the Proposed Belmac Sale Notice.
Teva shall thereupon have the option, exercisable in writing to Bentley (the "
Belmac Exercise Notice") within thirty (30) days of receipt of the Proposed
Belmac Sale Notice, to (i) cause Belmac to transfer to Davur all of the Teva
Assets and (ii) upon such transfer, purchase (directly or through its designee)
all of the capital stock of Davur, free and clear of all liens, claims and
encumbrances, at a price equal to the fair market value of the Davur Shares less
the value of the Teva Assets and Additional Teva Assets and in accordance with
the procedures set forth in Section 2 (b) above. If the Parties are unable to
agree upon such purchase price then such purchase price shall be established in
accordance with the appraisal procedure set forth in Section 2 (b) above. If
Teva does not deliver a Belmac Exercise Notice to Bentley within the 30-day
period, Bentley shall be free to proceed with the transaction specified in the
Proposed Belmac Sale Notice for a period of four (4) months and Teva shall have
no further rights under this Section 3 (a) related to such transaction. If the
specified

<PAGE>

transaction does not close with the third party within such four (4) month
period then all of Teva's rights under this Agreement shall be reinstituted.

     (b) Without derogation to the rights granted to Teva pursuant to Section 3
(a) above, upon any offer by or to Bentley for the sale to or the purchase by an
unrelated third party of a controlling interest in Belmac or substantially all
of its assets, Bentley shall grant to Teva the same right to bid for and
purchase Belmac as any other third party, except that Teva (or its designee)
shall receive credit in its purchase price for the value of the Teva Assets. The
right in this paragraph shall be in addition to and not in substitution for the
rights of Teva under Article 3 of this Agreement.

     4. Term. This agreement shall be effective as of the date hereof and shall
terminate upon the later of (i) five years from the date hereof; or (ii) the
termination of the License Agreement, dated the date hereof, among Teva, Belmac
and Davur, pursuant to its terms.

     5. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of any successor or assign of the parties hereto.

     6. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of New York, without regard to the
conflict of law provisions or any other law that would defer to the substantive
laws of another jurisdiction.

     7. Partial Invalidity. The invalidity, illegality or unenforceability of
any term or provision herein shall not affect the validity, legality or
enforceability of any other term or provision, all of which shall be valid,
legal and enforceable to the fullest extent permitted by applicable law.

     8. Notices. All notices shall be given as set forth in the Other
Agreements, provided that notices to Bentley shall be given in to the address
set forth in the Other Agreement for notices to Belmac.

     9. Entire Agreement. This Agreement (together with the Other Agreements)
constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes any prior and/or
contemporaneous agreements or understandings with respect thereto (whether
written or oral), all of which are merged herein. This Agreement may not be
amended or modified except by an instrument in writing signed by the parties
hereto, and no term or provision hereof may be waived by any party except by an
instrument in writing signed by such party.

     10. No rescission. Other than as stipulated expressly in this Agreement,
the parties hereto will not exercise rights to claim or incur rescission of this
Agreement.

                      [The next page is the signature page]

<PAGE>

     The parties have executed and delivered this Rights Agreement as of the
date first written above.

                                  BENTLEY PHARMACEUTICALS, INC.


                                  By:/s/ JAMES R. MURPHY
                                     --------------------------------
                                     Name:  James R. Murphy
                                     Title: Chairman and Chief Executive Officer


                                  LABORATORIOS BELMAC, S.A.


                                  By: /s/ JAMES R. MURPHY
                                     --------------------------------
                                     Name:  James R. Murphy
                                     Title: President


                                  LABORATORIOS DAVUR, S.L.


                                  By: /s/ JAMES R. MURPHY
                                     --------------------------------
                                     Name:  James R. Murphy
                                     Title: President


                                  TEVA PHARMACEUTICAL INDUSTRIES LTD.


                                  By:/s/ B. TH. VISSER
                                     --------------------------------
                                     Name:  B. Th. Visser
                                     Title: Vice President Europe


                                  By:/s/ S.W. HU
                                     --------------------------------
                                     Name:  S.W.Hu
                                     Title: Legal Counsel Europe