EXHIBIT 10.65
                                                                   -------------

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENTS HAVE
BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION


                                LICENSE AGREEMENT

                                 by and between

                       ATLANTIC TECHNOLOGY VENTURES, INC.

                                       and

                          INDEVUS PHARMACEUTICALS, INC

                                      dated

                                  June 28, 2002



<PAGE>

         THIS LICENSE AGREEMENT effective as of June 28, 2002 ("Effective
Date"), by and between ATLANTIC TECHNOLOGY VENTURES, INC., a corporation
organized and existing under the laws of the State of Delaware and having its
principal office at 350 Fifth Avenue, Suite 5507, New York, New York 10118
("ATLANTIC") and INDEVUS PHARMACEUTICALS INC., a corporation organized and
existing under the laws of the State of Delaware and having its principal office
at 99 Hayden Avenue, Suite 200, Lexington, Massachusetts 02421, United States
("INDEVUS").

W I T N E S S E T H:

         WHEREAS, ATLANTIC has exclusively licensed from Sumner Burstein certain
of the Patent Assets pursuant to the Burstein License and is the owner of other
ATLANTIC Intellectual Property, all as defined herein and;

         WHEREAS, INDEVUS desires to obtain exclusive license rights, with a
right to grant sublicenses, under the ATLANTIC Intellectual Property, and
ATLANTIC desires to grant such license to INDEVUS, upon the terms and conditions
set forth herein; and

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

         Unless specifically set forth to the contrary herein, the following
terms, where used in the singular or plural, shall have the respective meanings
set forth below:

1.1      "Act" shall mean the Federal Food Drug and Cosmetic Act of 1934, and
         the rules and regulations promulgated thereunder, or any successor act,
         as the same shall be in effect from time to time.

1.2      "Affiliate" shall mean (i) any corporation or business entity of which
         more than fifty percent (50%) of the securities or other ownership
         interests representing the equity, the voting stock or general
         partnership interest are owned, controlled or held, directly or
         indirectly, by a Party; (ii) any corporation or business entity which,
         directly or indirectly, owns, controls or holds more than fifty percent
         (50%) (or the maximum ownership interest permitted by law) of the
         securities or other ownership interests representing the equity, voting
         stock or general partnership interest of a Party or (iii) any
         corporation or business entity of which a Party has the right to
         acquire, directly or indirectly, at least fifty percent (50%) of the
         securities or other ownership interests representing the equity, voting
         stock or general partnership interest thereof.

1.3      "ATLANTIC Intellectual Property" shall mean the Patent Assets and
         ATLANTIC Know-How.


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1.4      "ATLANTIC Know-How" shall mean all information and materials, including
         but not limited to, discoveries, information, Improvements, processes,
         formulas, data, inventions, know-how and trade secrets, patentable or
         otherwise, which

                  (a)      relate to Compound or Product; and

                  (b)      are owned by ATLANTIC or are in ATLANTIC's possession
                           or control, have been licensed by ATLANTIC from
                           Burstein or are otherwise subject to the Burstein
                           License and/or as to which ATLANTIC has the right to
                           license or sublicense to Third Parties.

                  Such know-how shall include, without limitation, all chemical,
                  pharmaceutical, toxicological, preclinical, clinical, assay
                  control, regulatory, and any other information used or useful
                  for the development, manufacturing and/or regulatory approval
                  of Compound or Product, including such rights which ATLANTIC
                  may have to information developed by Third Parties and
                  including any data included in or generated as a result of or
                  under an IND or the Hannover Trial.

1.5      "Business Day(s)" means any day that is not a Saturday or a Sunday or a
         day on which the New York Stock Exchange is closed.

1.6      "Burstein License" shall mean the License Agreement dated as of March
         28, 1994, by and between Sumner Burstein ("Burstein") and Channel
         Pharmaceuticals, Inc., a wholly-owned subsidiary of ATLANTIC, as
         amended to date, a complete copy of which is attached hereto as Exhibit
         1.6.

1.7      "Calendar Quarter" shall mean the respective periods of three (3)
         consecutive calendar months ending on March 31, June 30, September 30
         and December 31.

1.8      "Calendar Year" shall mean each successive period of twelve (12) months
         commencing on January 1 and ending on December 31.

1.9      "cGMP" shall mean current applicable good manufacturing practices as
         defined in regulations promulgated by the FDA under the Act relating to
         the formulation, manufacture, testing prior to delivery, storage and
         delivery of the Product.

1.10     "Centralized Procedure" shall mean the European Community Centralized
         Procedure for marketing authorization in accordance with Council
         Regulation EEC (2309-93) or any successor regulations.

1.11     "CFR" shall mean the United States Code of Federal Regulations.

1.12     "Compound" shall mean the chemical compounds known as (3R, 4R) Delta
         6-Tetrahydrocannabinol-7-oic Acids, including the compound designated
         CT-3 as diagrammed on Schedule 1.12 hereto, and any other compounds
         disclosed or covered in the Patent Assets and any derivative, homolog,
         or analog of any of the foregoing, and any isomer, salt, hydrate,
         solvate, amide, ester, metabolite, or prodrug of any of the foregoing.



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1.13     "Effective Date" shall mean the date first above written.

1.14     "End of Phase 2 Meeting" shall mean the first end of Phase 2 meeting
         with the FDA, as defined in 21 CFR Section 312.47, intended to
         determine the safety of proceeding to Phase 3, evaluate the Phase 3
         plan and protocols and identify any additional information necessary to
         support an NDA for Product.

1.15     "Europe" shall mean the United Kingdom, France, Germany, Spain and
         Italy.

1.16     "FDA" shall mean the United States Food and Drug Administration and any
         successor agency having substantially the same functions, and any
         corresponding or successor regulatory authority in Europe or having
         jurisdiction over the Centralized Procedure if the context so
         indicates.

1.17     "First Commercial Sale" shall mean the first sale of Product in any
         country by INDEVUS, its Affiliate or its sublicensee(s), for end use or
         consumption, after all required Regulatory Approvals have been granted
         by the governing health authority of such country.

1.18     "GAAP" means generally accepted accounting principles in the United
         States.

1.19     "Hannover Trial" shall mean the ongoing Phase 1 /2 Clinical Trial being
         conducted at Medizinische Hochscule Hannover (the University of
         Hannover Medical School in Hannover, Germany) pursuant to a Clinical
         Trials Agreement dated February 14, 2002.

1.20     "Improvement" shall mean any and all improvements and enhancements,
         patentable or otherwise, related to the Compound or Product including,
         without limitation, in the manufacture, formulation, ingredients,
         preparation, presentation, means of delivery or administration, dosage,
         indication, use or packaging of Compound or Product.

1.21     "IND" shall mean an investigational new drug application and any
         amendments thereto relating to the use of Compound or Product in the
         United States or the equivalent application in any other regulatory
         jurisdiction in the Territory, the filing of which is necessary to
         commence clinical testing of pharmaceutical products in humans,
         including IND number [*].

1.22     "NDA" shall mean a new drug application filed with the FDA for
         marketing authorization of a Product in the United States, or a
         corresponding submission in Europe or under the Centralized Procedure
         or with the Japanese Ministry of Health, Labour and Welfare if the
         context so indicates, and any amendments and supplements thereto.

1.23     "Net Sales" shall mean the actual gross amount invoiced by INDEVUS or
         its Affiliates for commercial sales of Product in the Territory,
         commencing upon the date of First Commercial Sale, after deducting, in
         accordance with GAAP, the following :



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* Confidential treatment requested.

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                           (i)      trade, cash and quantity discounts;

                           (ii)     recalls, credits and allowances on account
                                    of returned or rejected Product, including
                                    allowance for breakage or spoilage;

                           (iii)    rebates and chargebacks;

                           (iv)     retroactive price reductions;

                           (v)      sales or excise taxes, VAT or other taxes,
                                    and transportation and insurance charges and
                                    additional special transportation, custom
                                    duties, and other governmental charges;

                           (vi)     rebates or similar payments paid in
                                    connection with sales of Product to any
                                    governmental or regulatory authority in
                                    respect of any state or federal Medicare,
                                    Medicaid or similar programs in any country
                                    of the Territory; and

                           (vii)    write-offs for bad debts or allowances.

                                    Sales or other transfers between INDEVUS and
                                    its Affiliates shall be excluded from the
                                    computation of Net Sales and no payments
                                    will be payable on such sales or transfers
                                    except where such Affiliates are end users,
                                    but Net Sales shall include the subsequent
                                    sales to Third Parties by such Affiliates.

1.24     "Party" shall mean ATLANTIC or INDEVUS.

1.25     "Patent Assets" shall mean the United States patents and patent
         applications which as of the Effective Date or at any time during the
         term of this Agreement

                  (a)      are owned by ATLANTIC or which ATLANTIC through the
                           Burstein License or any other license or otherwise
                           has or acquires rights from a Third Party, and

                  (b)      relate to Compound, Product or any Improvement,
                           including but not limited to methods of their
                           development, manufacture, or use, or otherwise relate
                           to ATLANTIC Know-How,

                  including all certificates of invention and applications for
                  certificates of invention, substitutions, divisions,
                  continuations, continuations-in-part, patents issuing thereon
                  or reissues or reexaminations thereof and any and all foreign
                  patents and patent applications corresponding thereto,
                  supplementary protection certificates or the like of any such
                  patents and current and future patent applications, including
                  but not limited to the patents and patent applications listed
                  on Schedule 1.25 hereto and the patents and patent
                  applications included in the definition of Patent Rights under
                  the Burstein License, and any counterparts thereof which have
                  been or may be filed in other countries.



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<PAGE>

1.26     "Phase 2 Clinical Trial" shall mean the first clinical trial of Product
         in patients with a particular medical indication that is designed to
         show safety and efficacy of Product for its intended use.

1.27     "Phase 3 Clinical Trial" means a clinical trial conducted after an End
         of Phase 2 Meeting and conducted on a sufficient number of patients
         that is designed to establish that Product is safe and efficacious for
         its intended use, and to define warnings, precautions and adverse
         reactions that are associated with Product in the dosage range to be
         prescribed, and supporting marketing authorization of such
         pharmaceutical product or label expansion of Product.

1.28     "Product" shall mean any product in final form for commercial sale by
         prescription, over-the-counter, or by any other method (or, where the
         context so indicates, the product being tested in clinical trials),
         which contains Compound as at least one of the therapeutically active
         ingredients in all dosage forms and package configurations for any
         indication.

1.29     "Proprietary Information" shall mean any and all scientific, clinical,
         regulatory, marketing, financial and commercial information or data,
         whether communicated in writing, orally or by any other means, which is
         owned and under the protection of one Party and is being provided by
         that Party to the other Party in connection with this Agreement.

1.30     "Regulatory Approval" means all approvals (including pricing and
         reimbursement approvals required for marketing authorization), product
         and/or establishment licenses, registrations or authorizations of all
         regional, federal, state or local regulatory agencies, departments,
         bureaus or other governmental entities, necessary for the manufacture,
         use, storage, import, export, transport and sale of Product in a
         regulatory jurisdiction.

1.31     "Royalty Year" shall mean each successive twelve (12) month period
         commencing with the first day of the first month in which occurs the
         First Commercial Sale.

1.32     "Sublicense Non-Royalty Payments" shall mean any payments received by
         INDEVUS from sublicensees of rights granted by ATLANTIC to INDEVUS
         under Section 2.1 of this Agreement, as consideration for the grant of
         such sublicense, including without limitation, license fees, milestone
         payments and license maintenance fees, but excluding amounts received
         by INDEVUS (i) as Sublicense Royalty Payments; (ii) in connection with
         or as a result of amounts or payments to fund or reimburse INDEVUS'
         research and development in connection with Compound or Product or
         (iii) in connection with or as a result of amounts or payments made as
         consideration for a sublicensee's purchase of securities of INDEVUS.

1.33     "Sublicense Royalty Payments" shall mean royalty payments received by
         INDEVUS from sublicensees of rights granted by ATLANTIC to INDEVUS
         under Section 2.1 of this Agreement, as consideration for the grant of
         such sublicensee, based on net sales of Product by such sublicensee.

1.34     "Territory" shall mean all of the countries in the world.



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1.35     "Third Party(ies)" shall mean a person or entity who or which is
         neither a Party nor an Affiliate of a Party.

1.36     "Valid Claim" means a claim of an issued and unexpired patent included
         within the Patent Assets, which has not been revoked or held
         unenforceable or invalid by a decision of a court or other governmental
         agency of competent jurisdiction, and which has not been disclaimed or
         surrendered through reissue or disclaimer.

ARTICLE II
LICENSE; SUBLICENSES

2.1      License Grant. ATLANTIC hereby grants to INDEVUS an exclusive (even as
         to ATLANTIC) license under the Patent Assets and the ATLANTIC Know-How,
         including the right to grant sublicenses, to develop, make, have made,
         use, import, offer for sale, market, commercialize, distribute and sell
         and otherwise dispose of Compound and Product for all uses in the
         Territory.

2.2      Improvements by INDEVUS. All rights and title to and interest in any
         Improvement developed or discovered by INDEVUS in connection with the
         license granted under Section 2.1 above or INDEVUS' activities
         hereunder shall be vested solely in INDEVUS.

2.3      Sublicenses. INDEVUS shall have the right to grant sublicenses to
         Affiliates or any Third Party to develop, make, have made, use, import,
         offer for sale, market, commercialize, distribute and sell and
         otherwise dispose of Compound or Product in the Territory; provided,
         however that any such sublicense shall be consistent with the terms of
         this Agreement. In the event that INDEVUS proposes to grant a
         sublicense to any Third Party, INDEVUS shall give ATLANTIC a written
         notice prior to entering into the sublicense describing the proposed
         sublicense, including the specific rights proposed to be sublicensed
         and the material commercial and professional terms of the proposed
         sublicense. INDEVUS shall also provide ATLANTIC with a copy of any
         sublicense agreements. Upon any termination of this Agreement pursuant
         to Section 8.3.1 (a) by ATLANTIC for an uncured material breach by
         INDEVUS, ATLANTIC may elect to have any existing sublicense
         agreement(s) survive and assigned by INDEVUS to ATLANTIC provided that
         (i) the sublicensee is not in breach of its sublicense agreement at the
         time of such termination of this Agreement, and (ii) any sublicensee
         who desires its sublicense to survive shall promptly agree in writing
         to be bound by the applicable terms of and assume all obligations of
         INDEVUS under this Agreement. In the event of a sublicense by INDEVUS
         to a Third Party, the provisions of Section 5.3.2 of this Agreement
         shall be applicable.

ARTICLE III
DEVELOPMENT AND COMMERCIALIZATION

3.1      Exchange of Information. Within ten (10) days after execution of this
         Agreement, ATLANTIC shall disclose to INDEVUS in English and in writing
         all ATLANTIC Intellectual Property not previously available or made
         available to INDEVUS in



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<PAGE>

         electronic format, where available, and hard copies (or, upon INDEVUS'
         request, originals). Throughout the term of this Agreement, and in
         addition to the other communications required under this Agreement,
         ATLANTIC shall also promptly disclose to INDEVUS in English and in
         writing on an ongoing basis all ATLANTIC Intellectual Property, and any
         and all additions or revisions thereto. In particular, ATLANTIC shall
         disclose to INDEVUS in writing within two Business Days of its receipt
         of any data or results of the Hannover Trial.

3.2      Diligence; Development and Commercialization. INDEVUS shall use
         commercially reasonable efforts to develop and commercialize Product.
         As used herein, "commercially reasonable efforts" shall mean efforts
         and resources normally used by INDEVUS for a product owned by it or to
         which it has exclusive rights, which is of similar market potential at
         a similar stage in its development or product life, taking into account
         issues of safety and efficacy, product profile, the competitiveness of
         the marketplace, the proprietary position of the compound or product,
         the regulatory and reimbursement structure involved, the profitability
         of the applicable products, and other relevant factors. The obligations
         set forth in this Section 3.2 are expressly conditioned upon the
         absence of any serious adverse conditions or event relating to the
         safety or efficacy of Compound or Product including the absence of any
         action by any regulatory authority limiting the development or
         commercialization of Compound or Product.

3.3      Reports.

         3.3.1    INDEVUS shall provide ATLANTIC with an annual written report
                  summarizing the status of INDEVUS's clinical development and
                  regulatory activities with respect to Compound and Product,
                  with the delivery to ATLANTIC of the summary of the annual
                  report to an IND submitted by INDEVUS to the FDA in connection
                  with a clinical trial of Product to be in satisfaction of the
                  foregoing requirement In addition, within two (2) Business
                  Days prior to the anticipated filing of INDEVUS' Annual Report
                  on Form 10-K ("Form 10-K) with the Securities and Exchange
                  Commission ("SEC"), INDEVUS shall provide ATLANTIC with a
                  draft copy of the portion of such Form 10-K that discloses the
                  status of INDEVUS clinical development and regulatory
                  activities with respect to Compound and Product. ATLANTIC
                  shall designate an appropriate representative of ATLANTIC to
                  receive such reports and to coordinate further correspondence
                  between the Parties. ATLANTIC's initial designee shall be
                  notified to INDEVUS in writing.

         3.3.2    Any disclosures of such progress and results in any of the
                  foregoing reports or draft reports shall be deemed Proprietary
                  Information of INDEVUS.

3.4      Regulatory Matters.

                  (a)      INDEVUS shall own, control and retain primary legal
                           responsibility for the preparation, filing and
                           prosecution of all filings and regulatory
                           applications required to obtain authorization to
                           commercially develop, sell and use Product in the
                           Territory. INDEVUS shall promptly notify



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<PAGE>

                           ATLANTIC upon the receipt of Regulatory Approvals and
                           of the date of First Commercial Sale.

                  (b)      ATLANTIC shall transfer to INDEVUS as soon as
                           practicable after the Effective Date any IND or other
                           regulatory filings relating to Compound or Product
                           owned or controlled by ATLANTIC, and ATLANTIC shall
                           allow INDEVUS to cross reference any other IND or
                           Drug Master File relating to Compound or Product.
                           Upon INDEVUS' request, ATLANTIC shall consult and
                           cooperate with INDEVUS in connection with obtaining
                           regulatory approval of Product.

3.5      Trademark. INDEVUS shall select, own and maintain trademarks for
         Product in the Territory.

3.6      Product Inventory. Effective as of the Effective Date, all right, title
         and interest in ATLANTIC's entire current inventory of Product or
         Compound (excluding that being used in the Hannover Trial) (the
         "Product Inventory"), which ATLANTIC represents consists of 30.5 grams
         of Product currently held at [*] shall be transferred to INDEVUS and
         shall remain at [*] in the name of and for the account of INDEVUS.
         ATLANTIC represents and warrants that the manufacture, testing,
         delivery and storage of Product Inventory was and is in compliance with
         cGMP and all other applicable laws and regulations.

3.7      Agreements. Attached hereto as Exhibit 3.7 is a list of all contracts,
         agreements and other arrangements between ATLANTIC and any and all
         Third Parties relating to the research, development or
         commercialization of the Compound or Product (other than the Burstein
         License which is attached as Exhibit 1.6). ATLANTIC shall promptly (and
         in no event later than five days after a request from INDEVUS) assign
         to INDEVUS those contracts and agreements listed in Exhibit 3.7 which
         INDEVUS shall specifically request, and ATLANTIC shall terminate such
         other contracts, agreements or other arrangements, with any costs,
         expenses or liability associated with such contracts, agreements or
         other arrangements or the termination thereof, to be the sole
         responsibility of ATLANTIC. With the exception of obligations under
         Agreements specifically assigned to INDEVUS pursuant to this Section
         3.7, INDEVUS shall not be responsible for any contractual obligations
         relating to Compound or Product incurred by ATLANTIC.

ARTICLE IV
CONFIDENTIALITY AND PUBLICITY

4.1      Non-Disclosure and Non-Use Obligations. All Proprietary Information
         disclosed by one Party to the other Party hereunder shall be maintained
         in confidence and shall not be disclosed to any Third Party or used for
         any purpose except as expressly permitted herein without the prior
         written consent of the Party that disclosed the Proprietary Information


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         to the other Party during the term of this Agreement and for a period
         of five years thereafter. The foregoing non-disclosure and non-use
         obligations shall not apply to the extent that such Proprietary
         Information:

                  (a)      is known by the receiving Party at the time of its
                           receipt, and not through a prior disclosure by the
                           disclosing Party, as documented by business records;

                  (b)      is or becomes properly in the public domain or
                           knowledge;

                  (c)      is subsequently disclosed to a receiving Party by a
                           Third Party who may lawfully do so and is not under
                           an obligation of confidentiality to the disclosing
                           Party; or

                  (d)      is developed by the receiving Party independently of
                           Proprietary Information received from the other
                           Party, as documented by research and development
                           records.

4.2      Permitted Disclosure of Proprietary Information. Notwithstanding
         Section 4.1, a Party receiving Proprietary Information of another Party
         may disclose such Proprietary Information:

                  (a)      to governmental or other regulatory agencies in order
                           to obtain patents pursuant to this Agreement, or to
                           gain approval to conduct clinical trials or to market
                           Product, but such disclosure may be only to the
                           extent reasonably necessary to obtain such patents or
                           authorizations;

                  (b)      by each of INDEVUS or ATLANTIC to its respective
                           agents, consultants, Affiliates, INDEVUS'
                           sublicensees and/or other Third Parties for the
                           research and development, manufacturing and/or
                           marketing of the Compound and/or Product (or for such
                           parties to determine their interests in performing
                           such activities) on the condition that such Third
                           Parties agree to be bound by the confidentiality
                           obligations consistent with this Agreement; or

                  (c)      if required to be disclosed by law or court order,
                           provided that notice is promptly delivered to the
                           non-disclosing Party in order to provide an
                           opportunity to challenge or limit the disclosure
                           obligations; provided, however, without limiting any
                           of the foregoing, it is understood that the Parties
                           or their Affiliates may make disclosure of this
                           Agreement and the terms hereof in any filings
                           required by the SEC, may file this Agreement as an
                           exhibit to any filing with the SEC and may distribute
                           any such filing in the ordinary course of its
                           business, provided, however, that to the maximum
                           extent allowable by SEC rules and regulations, the
                           Parties shall be obligated to maintain the
                           confidentiality obligations set forth herein and
                           shall redact any confidential information set forth
                           in such filings..



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<PAGE>

                  (d)      Upon execution of this Agreement, either Party may
                           issue a press release in the form to be attached as
                           Exhibit 4.2.

4.3      Publication In the event ATLANTIC or any Affiliate of or consultant to
         ATLANTIC wishes to make a publication relating to Compound or Product,
         it shall deliver to INDEVUS a copy of the proposed publication or an
         outline of the oral disclosure at least sixty (60) Business Days prior
         to submission or presentation, such that any issue of patent protection
         can be resolved in accordance with the terms of this Agreement.

ARTICLE V
PAYMENTS; ROYALTIES AND REPORTS

5.1      License and Transfer Fee. In consideration of the rights granted by
         ATLANTIC hereunder, INDEVUS shall pay ATLANTIC US $[*] within ten (10)
         days after the Effective Date, of which US$[*] shall be deemed a
         license fee and US$[*] shall be deemed a transfer fee for the Product
         Inventory.

5.2      Milestone Payments. Subject to the terms and conditions contained in
         this Agreement, and in further consideration of the rights granted by
         ATLANTIC hereunder, INDEVUS shall pay ATLANTIC the following milestone
         payments, contingent upon occurrence of the specified event, with each
         milestone payment to be made no more than once with respect to the
         achievement of such milestone (but payable the first time such
         milestone is achieved) for Compound or Product, as applicable:

                  (a)      US [*] upon completion of a Phase 2 Clinical Trial,
                           the results of which meet or exceed the primary
                           clinical efficacy endpoints and safety outcome
                           measurements outlined in the Clinical Trial protocol;

                  (b)      US $[*] upon the commencement (first dosing of the
                           first patient) of the first Phase 3 Clinical Trial;

                  (c)      US $[*] upon the commencement (first dosing of the
                           first patient) of the second Phase 3 Clinical Trial;

                  (d)      US $[*] upon the FDA's first acceptance for filing of
                           an NDA;

                  (e)      US $[*] upon the first acceptance for filing of an
                           NDA under the Centralized Procedure or in Europe;

                  (f)      US $[*] upon receipt of first written Regulatory
                           Approval for marketing in the United States by the
                           FDA;

                  (g)      US $[*] upon receipt of written Regulatory Approval
                           for marketing each of the second and third
                           indications in the United States by the FDA;

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                  (h)      US $[*] upon receipt of written Regulatory Approval
                           in Europe, provided that in the event the approval is
                           granted in less than all of the countries listed in
                           the definition of "Europe", INDEVUS shall pay an
                           amount equal to US $[*] multiplied by the number of
                           countries in Europe in which such approval is
                           granted;

                  (i)      US $[*] upon receipt of written Regulatory Approval
                           by the Ministry of Health, Labour and Welfare (or any
                           successor agency having substantially the same
                           functions) in Japan; and

                  (j)      US $[*] upon the achievement of cumulative Net Sales
                           of US $[*].

                  INDEVUS shall notify ATLANTIC in writing within thirty (30)
                  days after the achievement of each milestone (ninety (90) days
                  for milestone (j)), and such notice shall be accompanied by
                  the appropriate milestone payment. An amount equal to (i) [*]
                  of milestone payments made under Section 5.2 (f), (g) (h)
                  and/or (i) (the "Approval Milestone Payments") shall be
                  creditable against any amounts otherwise payable to ATLANTIC
                  under Section 5.3.1 or 5.3.2 (b) of this Agreement and (ii)
                  [*] of any payments made under Section 5.1 and 5.2 of this
                  Agreement shall be creditable against any amounts otherwise
                  payable under Section 5.3.2 (a) of this Agreement. Except as
                  specifically set forth in this Section 5.2, the payments
                  described in this Section 5.2 shall be payable only upon the
                  initial achievement of each milestone, and no amounts shall be
                  due hereunder for any subsequent or repeated achievement of
                  such milestones, regardless of the number of Products for
                  which such milestone may be achieved.

5.3      Royalties and Other Payments.

         5.3.1    Royalties Payable By INDEVUS.

                           (i)      Subject to the terms and conditions of this
                                    Agreement, and in further consideration of
                                    the rights granted by ATLANTIC hereunder,
                                    INDEVUS shall pay to ATLANTIC royalties in
                                    an amount equal to [*] of Net Sales in each
                                    Royalty Year by INDEVUS or its Affiliates in
                                    the United States if the manufacture, use or
                                    sale of such Product would, absent the
                                    license granted hereunder, infringe one or
                                    more Valid Claims of the Patent Assets in
                                    the United States.

                           (ii)     Subject to the terms and conditions of this
                                    Agreement, and in further consideration of
                                    the rights granted by ATLANTIC hereunder,
                                    INDEVUS shall pay to ATLANTIC royalties
                                    equal to [*] of Net Sales in each Royalty
                                    Year by INDEVUS or its Affiliates in each
                                    country in the Territory other than the
                                    United States where the manufacture, use or
                                    sale of such Product would,


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                                    absent the license granted hereunder,
                                    infringe one or more Valid Claims of the
                                    Patent Assets in such country.

                           (iii)    Royalties on Net Sales at the rates set
                                    forth in (i) and (ii) above shall accrue as
                                    of the date of First Commercial Sale of
                                    Product in the applicable country and shall
                                    continue and accrue on Net Sales on a
                                    country-by-country basis until the
                                    expiration of the last to expire Patent
                                    Asset in such country. Thereafter, INDEVUS
                                    shall be relieved of any royalty payment
                                    under this Section 5.3.

                           (iv)     The payment of royalties set forth above
                                    shall be subject to the following
                                    conditions:

                                    (A)      only one payment shall be due with
                                             respect to the same unit of
                                             Product;

                                    (B)      no royalties shall accrue on the
                                             disposition of Product by INDEVUS,
                                             Affiliates or sublicensees as
                                             samples (promotion or otherwise) or
                                             as donations (for example, to
                                             non-profit institutions or
                                             government agencies) or to clinical
                                             trials; and

                                    (C)      ATLANTIC shall be responsible for
                                             payment of any royalties or other
                                             obligations owed by ATLANTIC or
                                             relating to the Patent Assets to
                                             any Third Party, including without
                                             limitation, pursuant to the
                                             Burstein License.

         5.3.2    Payments in the Event of Sublicense. In the event INDEVUS
                  enters into a sublicense with a Third Party or Third Parties
                  under Section 2.3 of this Agreement, then the following shall
                  be applicable as of the effective date of the sublicense:

                  (a)      INDEVUS' obligation to pay ATLANTIC any of the
                           milestone payments set forth in Section 5.2 above
                           shall terminate and, in lieu thereof, ATLANTIC shall
                           be entitled to [*] of Sublicense Non-Royalty Payments
                           received by INDEVUS, net of [*] of any amounts paid
                           by INDEVUS under Section 5.1 or 5.2 of this Agreement
                           prior to the effective date of the sublicense; and

                  (b)      INDEVUS'obligation to pay ATLANTIC any royalties
                           under Section 5.3.1 above shall terminate and, in
                           lieu thereof, ATLANTIC shall be entitled to [*] of
                           Sublicense Royalty Payments received by INDEVUS, for
                           the same period set forth in Section 5.3.1(iii), net
                           of [*] (not to exceed an aggregate of $[*]) of (i)
                           any Approval Milestone Payments paid by

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<PAGE>

                           INDEVUS prior to the effective date of the sublicense
                           and (ii) any amounts paid by INDEVUS under Section
                           5.3.2 (a) above. .

         5.3.3    Affiliate Sales. In the event that INDEVUS transfers Compound
                  (for conversion to Product) or Product to one of its
                  Affiliates, there shall be no royalty due at the time of
                  transfer. Subsequent sales of Product by the Affiliate to end
                  users such as patients, hospitals, medical institutions,
                  health plans or funds, wholesalers (which are not
                  sublicensees), pharmacies or other retailers, shall be
                  reported as Net Sales hereunder by INDEVUS.

         5.3.4    Compulsory Licenses. If a compulsory license is granted to a
                  Third Party with respect to Product in any country in the
                  Territory with a royalty rate lower than the royalty rate
                  provided by Section 5.3.1, then the royalty rate to be paid by
                  INDEVUS on Net Sales in that country under Section 5.3.1 shall
                  be reduced to the rate paid by the compulsory Third Party
                  licensee.

         5.3.5    Third Party Licenses. If one or more licenses from a Third
                  Party or Third Parties are obtained by INDEVUS in order to
                  develop, make, have made, use, sell or import Compound or
                  Product in a particular country, any royalties or other
                  payments paid under such Third Party patent licenses by
                  INDEVUS in such country for such Calendar Quarter shall be
                  creditable against the royalty or other payments payable to
                  ATLANTIC by INDEVUS in such country.

         5.3.6    Combination Product. Notwithstanding the provisions of Section
                  5.3.1, in the event a Product is sold as a combination product
                  with other biologically active components, Net Sales, for
                  purposes of royalty payments on the combination product, shall
                  be calculated by multiplying the Net Sales of that combination
                  product by the fraction A/B, where A is the gross selling
                  price of the Product sold separately and B is the gross
                  selling price of the combination product. If no such separate
                  sales are made by INDEVUS or its Affiliates, Net Sales for
                  royalty determination shall be calculated by multiplying Net
                  Sales of the combination product by the fraction C/(C+D),
                  where C (excluding the fully allocated cost of the other
                  biologically active component in question) is the fully
                  allocated cost of the Compound and D is the fully allocated
                  cost of such other biologically active components.

5.4      Reports; Payment of Royalty. During the term of the Agreement for so
         long as royalty or other payments are due, INDEVUS shall furnish to
         ATLANTIC a quarterly written report for the Calendar Quarter showing
         the Net Sales of all Products subject to royalty payments sold by
         INDEVUS and its Affiliates (or, if sales of Product were made by an
         INDEVUS sublicensee, the Sublicense Royalty Payments received from such
         sublicensee as a result of such sales) during the reporting period and
         the royalties or other payments payable to ATLANTIC under this
         Agreement. Reports shall be due on the ninetieth (90th) day following
         the close of each Calendar Quarter. Royalties or other payments shown
         to have accrued by each royalty report, if any, shall be due and
         payable on the date such report is due. INDEVUS shall keep complete and
         accurate records in sufficient detail to enable the royalties or other
         payments hereunder to be determined.



                                      -14-
<PAGE>

5.5      Audits. Upon the written request of ATLANTIC and not more than once in
         each Calendar Year, INDEVUS shall permit an independent certified
         public accounting firm selected by ATLANTIC and reasonably acceptable
         to INDEVUS to have access during normal business hours, upon ten-days
         notice to INDEVUS, to such of the records of INDEVUS as may be
         reasonably necessary to verify the accuracy of the royalty reports
         hereunder for any Royalty Year ending not more than twenty-four (24)
         months prior to the date of such request. The accounting firm shall
         disclose to ATLANTIC only whether the royalty reports are correct or
         incorrect and the specific details concerning any discrepancies.

         5.5.1    If such accounting firm concludes that additional royalties
                  were owed during such Royalty Year, INDEVUS shall pay the
                  additional royalties within sixty (60) days of the date
                  ATLANTIC delivers to INDEVUS such accounting firm's written
                  report so concluding; provided however, that, in the event
                  that INDEVUS shall not be in agreement with the conclusion of
                  such report (a) INDEVUS shall not be required to pay such
                  additional royalties and (b) such matter shall be resolved
                  pursuant to the provisions of Section 9.5 herein. In the event
                  such accounting firm or, if the matter is resolved in
                  accordance with Section 9.5 herein, any arbitration award
                  concludes that amounts were overpaid by INDEVUS during such
                  period, ATLANTIC shall repay INDEVUS the amount of such
                  overpayment within sixty (60) days of the date ATLANTIC
                  delivers to INDEVUS such accounting firm's written report so
                  concluding. The fees charged by such accounting firm shall be
                  paid by ATLANTIC; provided, however, that if an error in favor
                  of ATLANTIC of more than the greater of (i) [*] or (ii) [*] of
                  the royalties due hereunder for the period being reviewed is
                  discovered, then the fees and expenses of the accounting firm
                  shall be paid by INDEVUS.

         5.5.2    Upon the expiration of twenty-four (24) months following the
                  end of any Royalty Year the calculation of royalties payable
                  with respect to such year shall be binding and conclusive upon
                  ATLANTIC, and INDEVUS shall be released from any liability or
                  accountability with respect to royalties for such year.

         5.5.3    ATLANTIC shall treat all financial information subject to
                  review under this Section 5.5 in accordance with the
                  confidentiality provisions of this Agreement.

5.6      Payment Exchange Rate. All payments to ATLANTIC under this Agreement
         shall be made in United States dollars. In the case of sales outside
         the United States, the rate of exchange to be used in computing Net
         Sales shall be calculated monthly in accordance with GAAP and based on
         the conversion rates published in the Wall Street Journal, Eastern
         edition (if available).

5.7      Tax Withholding. If laws, rules or regulations require withholding of
         income taxes or other taxes imposed upon payments set forth in this
         Article V, ATLANTIC shall provide INDEVUS, prior to any such payment,
         once each Royalty Year or more frequently if

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         required, with all forms or documentation required by any applicable
         taxation laws, treaties or agreements to such withholding or as
         necessary to claim a benefit thereunder (including, but not limited to
         Form W-8BEN or any successor forms) and INDEVUS shall make such
         withholding payments as required and subtract such withholding payments
         from the payments set forth in this Article V. INDEVUS will use
         commercially reasonable efforts consistent with its usual business
         practices and cooperate with ATLANTIC to ensure that any withholding
         taxes imposed are reduced as far as possible under the provisions of
         the current or any future taxation treaties or agreements between
         foreign countries.

5.8      Exchange Controls. Notwithstanding any other provision of this
         Agreement, if at any time legal restrictions prevent the prompt
         remittance of part or all of the royalties with respect to Net Sales in
         any country, payment shall be made through such lawful means or methods
         as INDEVUS may determine. When in any country the law or regulations
         prohibit both the transmittal and deposit of royalties on sales in such
         a country, royalty payments shall be suspended for as long as such
         prohibition is in effect (and such suspended payments shall not accrue
         interest), and promptly after such prohibition ceases to be in effect,
         all royalties or other payments that INDEVUS or its Affiliates would
         have been obligated to transmit or deposit, but for the prohibition,
         shall be deposited or transmitted, as the case may be, to the extent
         allowable (with any interest earned on such suspended royalties which
         were placed in an interest-bearing bank account in that country, less
         any transactional costs). If the royalty rate specified in this
         Agreement should exceed the permissible rate established in any
         country, the royalty rate for sales in such country shall be adjusted
         to the highest legally permissible or government-approved rate.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

6.1      ATLANTIC Representations and Warranties. ATLANTIC represents and
         warrants to INDEVUS that as of the Effective Date:

                  (a)      the issued patents included in the Patent Assets are
                           valid and enforceable over any references or prior
                           art known to ATLANTIC or its agents, including
                           Burstein, taken alone or in combination;

                  (b)      this Agreement has been duly executed and delivered
                           by ATLANTIC and constitutes legal, valid, and binding
                           obligations enforceable against ATLANTIC in
                           accordance with its terms, except as enforceability
                           is limited by (A) any applicable bankruptcy,
                           insolvency, reorganization, moratorium or similar law
                           affecting creditor's rights generally, or (B) general
                           principals of equity, whether considered in a
                           proceeding in equity or at law;

                  (c)      no approval, authorization, consent, or other order
                           or action of or filing with any court, administrative
                           agency or other governmental authority is



                                      -16-
<PAGE>

                           required for the execution and delivery by ATLANTIC
                           of this Agreement or the consummation by ATLANTIC of
                           the transactions contemplated hereby;

                  (d)      ATLANTIC has the full corporate power and authority
                           to enter into and deliver this Agreement, to perform
                           and to grant the licenses granted under Article II
                           hereof and to consummate the transactions
                           contemplated hereby; all corporate acts and other
                           proceedings required to be taken to authorize such
                           execution, delivery, and consummation have been duly
                           and properly taken and obtained;

                  (e)      ATLANTIC has not previously assigned, transferred,
                           conveyed or otherwise encumbered its right, title and
                           interest in the ATLANTIC Intellectual Property or
                           entered into any agreement with any Third Party which
                           is in conflict with the rights granted to INDEVUS
                           pursuant to this Agreement;

                  (f)      it is the sole owner or exclusive licensee under the
                           ATLANTIC Intellectual Property, all of which are free
                           and clear of any liens, charges and encumbrances, no
                           other person, corporate or other private entity, or
                           governmental or university entity or subdivision
                           thereof (including, without limitation, [*]) has any
                           claim of ownership or rights with respect to the
                           ATLANTIC Intellectual Property, whatsoever
                           Notwithstanding the foregoing, with respect only to
                           (a) U. S. Serial No. [*], (b) International patent
                           application number [*] and (c) U.S. Serial No. [*],
                           which are listed in Schedule 1.25 (Patent Assets)
                           attached hereto, ATLANTIC is an owner of at least an
                           undivided interest in the invention disclosed and
                           claimed in (a) and (b), above, and has been granted a
                           license, with a right to grant a sublicense, by the
                           United States Government under the United States
                           Government's ownership rights in (c);

                  (g)      ATLANTIC has disclosed to INDEVUS the complete texts
                           of all Patent Assets as well as all information
                           received by ATLANTIC concerning the institution or
                           possible institution of any interference, opposition,
                           re-examination, reissue, revocation, nullification,
                           or any official proceeding involving a Patent Asset,
                           and that it will continue such disclosure with
                           respect to new events during the term of the
                           Agreement;

                  (h)      to the best of ATLANTIC's knowledge, the development,
                           manufacture, use and sale of Compound and Products
                           would not infringe any patent rights owned or
                           possessed by any Third Party;

                  (i)      Schedule 1.25 is a complete and accurate list of all
                           patents and patent applications in the Territory
                           relating to Compound or Product owned or

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                           exclusively licensed by ATLANTIC or to which ATLANTIC
                           has the right to license;

                  (j)      there are no claims, judgments or settlements against
                           or owed by ATLANTIC relating to the Patent Assets or
                           pending or, to the best of ATLANTIC's knowledge,
                           threatened claims or litigation against ATLANTIC or
                           Burstein relating to the Patent Assets;

                  (k)      ATLANTIC has disclosed to INDEVUS all relevant
                           information known by it regarding the ATLANTIC
                           Intellectual Property reasonably related to the
                           activities contemplated under this Agreement;

                  (l)      no contract research organization, corporation,
                           business entity or individual which have been
                           involved in any studies conducted for the purpose of
                           obtaining regulatory approvals have been debarred
                           individuals or entities within the meaning of 21
                           U.S.C. section 335(a) or (b);

                  (m)      in connection with development of Compound and
                           Product, ATLANTIC has complied and is complying in
                           all material respects with applicable U.S. and German
                           laws and regulations including U.S. good laboratory
                           practices in its conduct of toxicology studies on
                           Compound and U.S. good clinical practices in its
                           conduct of clinical studies on Compound and any
                           corresponding German regulations in connection with
                           the Hannover Trial;

                  (n)      attached as Exhibit 1.6 is a true and complete copy
                           of the Burstein License, including all supplements
                           thereto and modifications or amendments thereof.
                           ATLANTIC is not, and to the best of ATLANTIC's
                           knowledge, Burstein is not, in default under or in
                           breach of any terms or provisions of the Burstein
                           License and such agreement is in full force and
                           effect as of the date hereof. During the term of this
                           Agreement, ATLANTIC shall not amend, modify,
                           terminate or cause a default under the Burstein
                           License, or reject the Burstein License pursuant to
                           11 U.S.C. ss. 365;

                  (o)      IND number [*] is owned by ATLANTIC free and clear of
                           any rights of any Third Party and is active, in good
                           standing and in full force and effect with all
                           applicable regulatory agencies; and

                  (p)      EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ATLANTIC DOES
                           NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES,
                           EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO ANY
                           MATTER WHATSOEVER, INCLUDING, INCLUDING WITHOUT
                           LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF
                           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
                           CONCERNING THE PATENT ASSETS.

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6.2      INDEVUS Representations and Warranties. INDEVUS represents and warrants
         to ATLANTIC that as of the Effective Date:

                  (a)      this Agreement has been duly executed and delivered
                           by it and constitutes legal, valid, and binding
                           obligations enforceable against it in accordance with
                           its terms;

                  (b)      it has full corporate power and authority to execute
                           and deliver this Agreement and to consummate the
                           transactions contemplated hereby. All corporate acts
                           and other proceedings required to be taken to
                           authorize such execution, delivery, and consummation
                           have been duly and properly taken and obtained;

                  (c)      no approval, authorization, consent, or other order
                           or action of or filing with any court, administrative
                           agency or other governmental authority is required
                           for the execution and delivery by it of this
                           Agreement or the consummation by it of the
                           transactions contemplated hereby.

ARTICLE VII
PATENT MATTERS

7.1      Filing, Prosecution and Maintenance of Patent Applications or Patents.
         INDEVUS shall have the first right to file, prosecute and maintain the
         Patent Assets in ATLANTIC's name and shall initially be responsible for
         the payment of all patent prosecution and maintenance costs, subject to
         the next sentence. INDEVUS shall credit against any milestone payments
         payable to ATLANTIC under Section 5.2 of this Agreement and/or under
         Section 5.3.2 (a) amounts paid by INDEVUS for patent prosecution and
         maintenance costs incurred during the Term of this Agreement in
         connection with the filing, prosecution and maintenance of the Patent
         Assets. If INDEVUS elects not to file, prosecute or maintain a patent
         application or patent included in the Patent Assets in any particular
         country, it shall provide ATLANTIC with written advance notice
         sufficient to avoid any loss or forfeiture, and ATLANTIC shall have the
         right, but not the obligation, at its sole expense, to file, prosecute
         or maintain such patent application or patent in such country in
         ATLANTIC's name. Thereafter, INDEVUS' royalty obligations related to
         that Patent Asset in such country shall terminate and such patent or
         patent application in such country shall no longer be deemed a Patent
         Asset. Upon INDEVUS' request, ATLANTIC shall reasonably cooperate in
         the filing, prosecution or maintenance of any patent application or
         patent included in the Patent Assets.

7.2      Patent Office and Court Proceedings. Each Party shall inform the other
         Party of any request for, filing, or declaration of any proceeding
         before a patent office seeking to protest, oppose, cancel, reexamine,
         declare an interference proceeding, initiate a conflicts proceeding, or
         analogous process involving a patent application or patent included in
         the Patent Assets, or of the filing of an action in a court of
         competent jurisdiction seeking a judgment that a patent included in the
         Patent Assets is either invalid or unenforceable or both.. Each Party
         thereafter shall cooperate fully with the other with respect to any
         such



                                      -19-
<PAGE>

         patent office or court proceeding. Each Party will provide the other
         with any information or assistance that is reasonable. Notwithstanding
         the foregoing or the provisions of Section 7.3 below, in the event of
         any such action or proceeding, ATLANTIC shall indemnify and hold
         INDEVUS and its Affiliates harmless from and against any and all
         claims, damages, judgments, liabilities, costs and expenses including,
         without limitation reasonable litigation costs and legal fees and
         expenses, that may be incurred by, levied upon or are payable by
         INDEVUS or any of its Affiliates as a result of such action or
         proceeding or due to the breach of ATLANTIC's representations and
         warranties under Section 6.1 of this Agreement.

7.3      Enforcement and Defense.

                  (a)      Each Party shall promptly give the other Party notice
                           of any infringement in the Territory of any patent
                           application or patent included in the Patent Assets
                           that comes to such Party's attention. The Parties
                           will thereafter consult and cooperate fully to
                           determine a course of action, including, without
                           limitation, the commencement of legal action by any
                           Party. However, INDEVUS shall have the first right to
                           initiate and prosecute such legal action at its own
                           expense and in the name of ATLANTIC and INDEVUS, or
                           to control the defense of any declaratory judgment
                           action relating to Patent Assets. INDEVUS shall
                           promptly inform ATLANTIC if INDEVUS elects not to
                           exercise such first right, and ATLANTIC thereafter
                           shall have the right either to initiate and prosecute
                           such action or to control the defense of such
                           declaratory judgment action in the name of ATLANTIC
                           and, if necessary, INDEVUS. In no event shall
                           ATLANTIC be obligated to enforce or defend any of the
                           Patent Assets.

                  (b)      If INDEVUS elects not to initiate and prosecute an
                           infringement or defend a declaratory judgment action
                           in any country in the Territory as provided in
                           Subsection 7.3(a), and ATLANTIC elects to do so, the
                           cost of any agreed-upon course of action, including
                           the costs of any legal action commenced or any
                           declaratory judgment action defended, shall be borne
                           solely by ATLANTIC.

                  (c)      For any such legal action or defense, in the event
                           that any Party is unable to initiate, prosecute, or
                           defend such action solely in its own name, the other
                           Party will join such action voluntarily and will
                           execute all documents necessary for the Party to
                           prosecute, defend and maintain such action. In
                           connection with any such action, the Parties will
                           cooperate fully and will provide each other with any
                           information or assistance that either reasonably may
                           request.

                  (d)      Any recovery obtained by INDEVUS or ATLANTIC shall be
                           shared as follows:

                           (i)      the Party that initiated and prosecuted, or
                                    maintained the defense of, the action shall
                                    recoup all of its costs and expenses
                                    (including



                                      -20-
<PAGE>

                                    reasonable attorneys' fees) incurred in
                                    connection with the action, whether the
                                    recovery is by settlement or otherwise;

                           (ii)     the other Party then shall, to the extent
                                    possible, recover its costs and expenses
                                    (including reasonable attorneys' fees)
                                    incurred in connection with the action;

                           (iii)    if ATLANTIC initiated and prosecuted, or
                                    maintained the defense of, the action, the
                                    amount of any recovery remaining then shall
                                    be retained by ATLANTIC; and

                           (iv)     if INDEVUS initiated and prosecuted, or
                                    maintained the defense of, the action, the
                                    amount of any recovery remaining shall be
                                    retained by INDEVUS, except that ATLANTIC
                                    shall receive a portion equivalent to the
                                    royalties it would have received in
                                    accordance with the terms of this Agreement
                                    if such amount were deemed Net Sales.

                  (e)      ATLANTIC shall inform INDEVUS of any certification
                           regarding any Patent Assets it has received pursuant
                           to either 21 U.S.C.ss.ss.355(b)(2)(A)(iv) or
                           (j)(2)(A)(vii)(IV) or under Canada's Patented
                           Medicines (Notice of Compliance) Regulations Article
                           5 and shall provide INDEVUS with a copy of such
                           certification within five (5) days of receipt.
                           ATLANTIC's and INDEVUS' rights with respect to the
                           initiation and prosecution, or defense, of any legal
                           action as a result of such certification or any
                           recovery obtained as a result of such legal action
                           shall be allocated as defined in Subsections 7.3(d)
                           (i) through (iv); provided, however, that INDEVUS
                           shall exercise the first right to initiate and
                           prosecute, or defend, any action and shall inform
                           ATLANTIC of such decision within fifteen (15) days of
                           receipt of the certification, after which time, if
                           INDEVUS has not advised ATLANTIC of its intention to
                           initiate and prosecute, or defend, such action,
                           ATLANTIC shall have the right to initiate and
                           prosecute, or defend, such action.

7.4      Patent Term Extensions or Restorations and Supplemental Protection
         Certificates. The Parties shall cooperate with each other in obtaining
         patent term extensions or restorations or supplemental protection
         certificates or their equivalents in any country in the Territory where
         applicable and where desired by INDEVUS. If elections with respect to
         obtaining such extension or supplemental protection certificates are to
         be made, INDEVUS shall have the right to make the election and ATLANTIC
         shall abide by such election. ATLANTIC shall notify INDEVUS of (a) the
         issuance of each U.S. patent included within the Patent Assets, giving
         the date of issue and patent number for each such patent, and (b) each
         notice pertaining to any patent included within the Patent Assets
         pursuant to the United States Drug Price Competition and Patent Term
         Restoration Act of 1984 (hereinafter called the " 1984 Act"), including
         notices pursuant to ss.ss. 101 and 103 of the 1984 Act from persons who
         have filed an abbreviated NDA ("ANDA"). Such notices shall be given
         promptly, but in any event within five (5) calendar days of each such

                                      -21-
<PAGE>

         patent's date of issue or receipt of each such notice pursuant to the
         Act, whichever is applicable. ATLANTIC shall notify INDEVUS of each
         filing for patent term extension or restoration under the 1984 Act, any
         allegations of failure to show due diligence and all awards of patent
         term restoration (extensions) with respect to the Patent Assets.
         Likewise, ATLANTIC shall inform INDEVUS of patent extensions in the
         rest of the world regarding Compound or Product.

7.5      Security Interest. Within fifteen (15) days from the Effective Date,
         ATLANTIC shall grant to INDEVUS a first priority security interest,
         senior to any and all other liens and encumbrances, in all of the
         ATLANTIC Patent Assets, whether now owned or hereafter acquired by
         ATLANTIC and in all of ATLANTIC'S rights in and to all ATLANTIC Patent
         Assets controlled by ATLANTIC (collectively, the "Collateral"). The
         grant of the security interest will secure the performance when due of
         the obligations of ATLANTIC owed to INDEVUS under this Agreement.
         ATLANTIC shall execute and deliver such agreements, instruments,
         documents or notices (including without limitation financing statements
         or amendments thereto), and take such other actions, as INDEVUS may
         reasonably deem necessary in order to perfect, protect and preserve any
         lien granted or purported to be granted by such security interest and
         to enable INDEVUS to exercise and enforce any of its rights and
         remedies hereunder with respect to any Collateral.

ARTICLE VIII
TERM AND TERMINATION

8.1      Term and Expiration. This Agreement shall be effective as of the
         Effective Date and unless terminated earlier pursuant to Section 8.2
         and 8.3 below, the term of this Agreement shall continue in effect on a
         country-by-country basis until the expiration of the last to expire
         Patent Asset in such country..

8.2      Termination by Notice. Notwithstanding anything contained herein to the
         contrary, INDEVUS shall have the right to terminate this Agreement at
         any time by giving thirty (30) days advance written notice to ATLANTIC.
         Except as set forth in this Agreement, in the event of such
         termination, (i) the rights and obligations hereunder, excluding any
         payment obligation that has accrued as of the termination date and
         excluding rights and obligations relating to confidentiality, shall
         terminate immediately, and (ii) the provisions of Section 8.4 shall be
         applicable.

8.3      Termination.

         8.3.1    Termination for Cause. Either Party may terminate this
                  Agreement by notice to the other Party at any time during the
                  term of this Agreement as follows:

                  (a)      if the other Party is in breach of any material
                           obligation hereunder by causes and reasons within its
                           control, or has breached, in any material respect,
                           any representations or warranties set forth in
                           Article VI, and has not cured such breach within
                           ninety (90) days after notice requesting cure of the
                           breach, provided, however, that if the breach is not
                           capable of being cured within ninety (90) days of
                           such written notice, the Agreement may



                                      -22-
<PAGE>

                           not be terminated sooner than one hundred twenty
                           (120) days of such written notice so long as the
                           breaching Party commences and is taking commercially
                           reasonable actions to cure such breach as promptly as
                           practicable; or

                  (b)      upon the filing or institution of bankruptcy,
                           reorganization, liquidation or receivership
                           proceedings, or upon an assignment of a substantial
                           portion of the assets for the benefit of creditors by
                           the other Party; provided, however, in the case of
                           any involuntary bankruptcy, reorganization,
                           liquidation, receivership or assignment proceeding
                           such right to terminate shall only become effective
                           if the Party consents to the involuntary proceeding
                           or such proceeding is not dismissed within ninety
                           (90) days after the filing thereof.

         8.3.2    Licensee Rights Not Affected.

                  (a)      In the event INDEVUS terminates this Agreement under
                           Section 8.3.1(b), or this Agreement is otherwise
                           terminated under Section 8.3.1(b), or ATLANTIC is a
                           debtor in a bankruptcy proceeding, whether voluntary
                           or involuntary, all rights and licenses granted
                           pursuant to this Agreement are, and shall otherwise
                           be deemed to be, for purposes of Section 365(n) of 11
                           U.S.C.ss.101 et seq. (the "Bankruptcy Code"),
                           licenses of rights to "intellectual property" as
                           defined under Section 101(35A) of the Bankruptcy
                           Code. The Parties agree that INDEVUS and ATLANTIC
                           shall retain and may fully exercise all of their
                           respective rights, remedies and elections under the
                           Bankruptcy Code. The Parties further agree that, in
                           the event of the commencement of a bankruptcy
                           proceeding by or against ATLANTIC under the
                           Bankruptcy Code, INDEVUS shall be entitled to all
                           applicable rights under Section 365 of the Bankruptcy
                           Code, including but not limited to, entitled to a
                           complete duplicate of (or complete access to, as
                           appropriate) any such intellectual property and all
                           embodiments of such intellectual property upon
                           written request therefor by INDEVUS.

                  (b)      In the event INDEVUS is a debtor in a bankruptcy
                           proceeding, whether voluntary or involuntary, all
                           rights and licenses granted pursuant to this
                           Agreement are, and shall otherwise be deemed to be,
                           for purposes of Section 365 of the Bankruptcy Code,
                           executory contracts. The Parties agree that
                           applicable law does not excuse ATLANTIC from
                           accepting performance by, or rendering performance
                           under this Agreement and all rights and licenses
                           granted hereunder to, a person or entity other than
                           INDEVUS.

8.4      Effect of Expiration or Termination. Expiration or termination of this
         Agreement shall not relieve the Parties of any obligation accruing
         prior to such expiration or termination. INDEVUS and its Affiliates and
         sublicensees shall have the right to sell or otherwise dispose of the
         stock of any Product subject to this Agreement then on hand or in
         process



                                      -23-
<PAGE>

         of manufacture. In addition to any other provisions of this Agreement
         which by their terms continue after the expiration of this Agreement,
         the provisions of Article IV shall survive the expiration or
         termination of this Agreement and shall continue in effect for five (5)
         years from the date of expiration or termination. In addition, any
         other provision required to interpret and enforce the Parties' rights
         and obligations under this Agreement shall also survive, but only to
         the extent required for the full observation and performance of this
         Agreement. Any expiration or early termination of this Agreement shall
         be without prejudice to the rights of any Party against the other
         accrued or accruing under this Agreement prior to termination. Except
         as expressly set forth herein, the rights to terminate as set forth
         herein shall be in addition to all other rights and remedies available
         under this Agreement, at law, or in equity, or otherwise. Upon
         termination of this Agreement pursuant to Section 8.2 or upon
         termination by ATLANTIC pursuant to Section 8.3.1(a), INDEVUS shall, if
         requested to do so in writing by ATLANTIC, negotiate a license to
         ATLANTIC of know-how relating to the manufacture or sale of Compound or
         Product that was developed by INDEVUS during the Term of this Agreement
         and is owned and controlled by INDEVUS at the time of termination, on
         commercially reasonable terms to be negotiated in good faith between
         the Parties.

ARTICLE IX
MISCELLANEOUS

9.1      Force Majeure. Neither Party shall be held liable or responsible to the
         other Party nor be deemed to have defaulted under or breached the
         Agreement for failure or delay in fulfilling or performing any term of
         the Agreement during the period of time when such failure or delay is
         caused by or results from causes beyond the reasonable control of the
         affected Party including, but not limited to, fire, flood, embargo,
         war, acts of war (whether war be declared or not), insurrection, riot,
         civil commotion, strike, lockout or other labor disturbance, act of God
         or act, omission or delay in acting by any governmental authority or
         the other Party. The affected Party shall notify the other Party of
         such force majeure circumstances as soon as reasonably practicable.

9.2      Assignment. The Agreement may not be assigned or otherwise transferred
         without the prior written consent of the other Party; provided,
         however, that either Party may assign this Agreement to an Affiliate or
         in connection with the transfer or sale of its business or all or
         substantially all of its assets related to Compound or Product or in
         the event of a merger, consolidation, change in control or similar
         corporate transaction. Any permitted assignee shall assume all
         obligations of its assignor under this Agreement.

9.3      Severability. In the event that any of the provisions contained in this
         Agreement are held invalid, illegal or unenforceable in any respect,
         the validity, legality and enforceability of the remaining provisions
         contained herein shall not in any way be affected or impaired thereby,
         unless the absence of the invalidated provision(s) adversely affect the
         substantive rights of the Parties. In such event, the Parties shall
         replace the invalid, illegal or unenforceable provision(s) with valid,
         legal and enforceable provision(s) which, insofar as practical,
         implement the purposes of this Agreement.



                                      -24-
<PAGE>

9.4      Notices. All notices or other communications which are required or
         permitted hereunder shall be in writing and sufficient if delivered
         personally, sent by facsimile (and promptly confirmed by personal
         delivery, registered or certified mail or overnight courier), sent by
         nationally-recognized overnight courier or sent by registered or
         certified mail, postage prepaid, return receipt requested, addressed as
         follows:

                  if to INDEVUS to:

                           INDEVUS PHARMACEUTICALS, INC.
                           99 Hayden Avenue, Suite 200
                           Lexington, MA  02421
                           Attention:  President
                           Fax No.: 781-862-3859

                  if to ATLANTIC to:

                           ATLANTIC TECHNOLOGY VENTURES, INC.
                           350 Fifth Avenue, Suite 5507
                           New York, New York  10118
                           Attention: Chief Executive Officer
                           Fax No.: 212.267.2159

or to such other address as the Party to whom notice is to be given may have
furnished to the other Parties in writing in accordance herewith. Any such
communication shall be deemed to have been given when delivered if personally
delivered or sent by facsimile on a Business Day, upon confirmed delivery by
nationally-recognized overnight courier if so delivered and on the third
Business Day following the date of mailing if sent by registered or certified
mail.

9.5      Applicable Law and Dispute Resolution. The Agreement shall be governed
         by and construed in accordance with the laws of the United States of
         America and State of New York without reference to any rules of
         conflict of laws.

                  (a)      The Parties agree to attempt initially to solve all
                           claims, disputes, or controversies arising under, out
                           of, or in connection with this Agreement (a
                           "Dispute") by conducting good faith negotiations. Any
                           Disputes which cannot be resolved by good faith
                           negotiation within twenty (20) Business Days, shall
                           be referred, by written notice from either Party to
                           the other, to the Chief Executive Officer of each
                           Party. Such Chief Executive Officers shall negotiate
                           in good faith to achieve a resolution of the Dispute
                           referred to them within twenty (20) Business Days
                           after such notice is received by the Party to whom
                           the notice was sent. If the Chief Executive Officers
                           are unable to settle the Dispute between themselves
                           within twenty (20) Business Days, they shall so
                           report to the Parties in writing. The Dispute shall
                           then be referred to mediation as set forth in the
                           following subsection (b).



                                      -25-
<PAGE>

                  (b)      Upon the Parties receiving the Chief Executive
                           Officers' report that the Dispute referred to them
                           pursuant to subsection (a) has not been resolved, the
                           Dispute shall be referred to mediation by written
                           notice from either Party to the other. The mediation
                           shall be conducted pursuant to the American
                           Arbitration Association ("AAA") procedures. The place
                           of the mediation shall be New York, New York. If the
                           Parties have not reached a settlement within twenty
                           (20) Business Days of the date of the notice of
                           mediation, the Dispute shall be referred to
                           arbitration pursuant to subsection (c) below.

                  (c)      If after the procedures set forth in subsections (a)
                           and (b) above, the Dispute has not been resolved, a
                           Party shall decide to institute arbitration
                           proceedings, it shall give written notice to that
                           effect to the other Party. The Parties shall refrain
                           from instituting the arbitration proceedings for a
                           period of sixty (60) days following such notice.
                           During such period, the Parties shall continue to
                           make good faith efforts to amicably resolve the
                           dispute without arbitration. If the Parties have not
                           reached a settlement during that period the
                           arbitration proceedings shall go forward and be
                           governed by the AAA rules then in force. Each such
                           arbitration shall be conducted by a panel of three
                           arbitrators: one arbitrator shall be appointed by
                           each of ATLANTIC and INDEVUS and the third
                           arbitrator, who shall be the Chairman of the
                           tribunal, shall be appointed by the two
                           Party-appointed arbitrators. Any such arbitration
                           shall be held in New York, New York, USA .

The arbitrators shall have the authority to grant specific performance. Judgment
upon the award so rendered may be entered in any court having jurisdiction or
application may be made to such court for judicial acceptance of any award and
an order of enforcement, as the case may be. In no event shall a demand for
arbitration be made after the date when institution of a legal or equitable
proceeding based on such claim, dispute or other matter in question would be
barred by the applicable statute of limitations. Each Party shall bear its own
costs and expenses incurred in connection with any arbitration proceeding and
the Parties shall equally share the cost of the mediation and arbitration levied
by the AAA.

Any mediation or arbitration proceeding entered into pursuant to this Section
9.5 shall be conducted in the English language. Subject to the foregoing, for
purposes of this Agreement, each Party consents, for itself and its Affiliates,
to the jurisdiction of the courts of the State of New York, county of New York
and the U.S. District Court for the Southern District of New York.

9.6      Entire Agreement. This Agreement, including the exhibits and schedules
         hereto and the security interest required by Section 7.5 hereto,
         contains the entire understanding of the Parties with respect to the
         subject matter hereof and supersedes all previous writings and
         understandings. This Agreement may be amended, or any term hereof
         modified, only by a written instrument duly executed by all Parties
         hereto.



                                      -26-
<PAGE>

9.7      Independent Contractors. It is expressly agreed that the Parties shall
         be independent contractors and that the relationship between the
         Parties shall not constitute a partnership, joint venture or agency.
         Neither Party shall have the authority to make any statements,
         representations or commitments of any kind, or to take any action,
         which shall be binding on the other Party, without the prior consent of
         such other Party.

9.8      Waiver. The waiver by a Party hereto of any right hereunder or the
         failure to perform or of a breach by another Party shall not be deemed
         a waiver of any other right hereunder or of any other breach or failure
         by said other Party whether of a similar nature or otherwise.

9.9      Headings. The captions to the several Articles and Sections hereof are
         not a part of the Agreement, but are merely guides or labels to assist
         in locating and reading the several Articles and Sections hereof.

9.10     Counterparts. The Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

9.11     Use of Names. Except as otherwise provided in this Agreement, neither
         Party shall use the name of the other Party in relation to this
         transaction in any public announcement, press release or other public
         document without the consent of such other Party, which consent shall
         not be unreasonably withheld or delayed; provided, however, that either
         Party may use the name of the other Party in any document required to
         be filed to obtain Regulatory Approval or to comply with applicable
         laws, rules or regulations.

9.12     LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
         ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT
         OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.

ATLANTIC TECHNOLOGY VENTURES, INC.

By:      /s/ Frederic P. Zotos
         -----------------------------------------------------
         Name:    Frederic P. Zotos, Esq.
         Title:   President and Chief Executive Officer

INDEVUS PHARMACEUTICALS, INC.

By:      /s/ Glenn L. Cooper
         -----------------------------------------------------
         Name:    Glenn L. Cooper, M.D.
         Title:   President and Chief Executive Officer


                                      -27-
<PAGE>


EXHIBIT 1.6
-----------


[The License Agreement dated March 28, 1994 between Channel Therapeutics, Inc.
and Dr. Sumner Burstein was previously filed as an exhibit to Atlantic's
registration statement on Form SB-2 as filed with the SEC on October 24, 1995,
as amended. Confidential treatment for this agreement was granted by the SEC.]

<PAGE>

SCHEDULE 1.12

DIAGRAM OF [CT-3]

[*]





------------------
* CONFIDENTIAL TREATMENT REQUESTED.

<PAGE>



                                  SCHEDULE 1.25
                                  -------------

                                  PATENT ASSETS
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
      Country              Filed                    Serial #               Issued            Patent #          Inventors
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                         <C>                        <C>              <C>                <C>
[**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                       [**]             [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**].2                                      [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**].2                                      [**]              [**].
[**]                [**]                        [**]                                                          [**].
[**]                [**]                        [**]                                        [**]              [**]
*Application for restoration on file.                                                                         [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                       [**]             [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]
[**]                [**]                        [**]                                        [**]              [**]

*The British Patent Office has allowed Atlantic's application for restoration, subject to payment of outstanding renewal fees, &
recordation of the exclusive license and licensee's name change. These matters will be taken care of by the July 22, 2002
deadline.


[**]                [**]                        [**]                     [**]               [**]              [**]


[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                                                          [**]
[**]                [**]                        [**]                     [**]               [**]              [**]
[**]                [**]                        [**]                     [**]               [**]              [**]
[**]                [**]                        [**]                                                          [**]
                                                                                                              [**]

[**]                [**]                        [**]                                                          [**]
                                                                                                              [**]


[**]                [**]                        [**]                                                          [**]
                                                                                                              [**]


[**]                [**]                        [**]                                                          [**]

[**]
[**]                [**]                        [**]

</TABLE>

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* CONFIDENTIAL TREATMENT REQUESTED.


<PAGE>


EXHIBIT 3.7

LIST OF AGREEMENTS

License Agreements
l.       Channel Pharmaceuticals and Dr. Sumner Burstein - March 28th, 1994

Consulting Agreements
1.       [*]
2.       Channel Pharmaceuticals and Dr. Sumner Burstein - September 27th, 1995


Material Transfer Agreements
1.       [*]
2.       [*]
3.       [*]
4.       [*]
5.       [*]
6.       [*]
7.       [*]
8.       [*]
9.       [*]
10.      [*]


Research Service Agreements
1.       [*]
2.       [*
3.       [*]
4.       [*]
5.       [*]
6.       Quintiles Master Service Agreement - January 1998
7.       Product Development Proposal - Atlantic Pharmaceuticals and
         Pharmaceutics International, Inc. - February 1997
8.       [*]
9.       [*]


Additional Documents
1.       [*]
2.       [*]
3.       [*]
4.       Assignment of Patent Application Serial #[*] and Serial #[*]

------------------
* CONFIDENTIAL TREATMENT REQUESTED.


<PAGE>


EXHIBIT 4.2

FORM OF PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:
         Michael W. Rogers                            William B. Boni
         Executive Vice President and CFO             VP, Corp. Communications
         (781) 861-8444                               (781) 402-3410

                        INDEVUS LICENSES WORLDWIDE RIGHTS

                   TO ANTI-INFLAMMATORY AND ANALGESIC COMPOUND

           Company also updates status of other compounds in pipeline

LEXINGTON, MA, July 1, 2002 -- Indevus Pharmaceuticals, Inc. (NASDAQ: IDEV)
today announced that it has licensed exclusive worldwide rights from Atlantic
Technology Ventures, Inc. (OTC BB:ATLC.OB) to CT-3, a novel anti-inflammatory
and analgesic compound currently in clinical development.

CT-3, a new chemical entity also known as ajulemic acid, is a nonpsychoactive
synthetic derivative of tetrahydrocannabinol (THC). The principal mechanism of
action of the compound appears to be the potent inhibition of the inflammatory
cytokines, particularly interleukin-l(beta) and TNF-alpha. The compound has
significant activity in multiple pre-clinical models of pain and inflammation.
Unlike most available nonsteroidal anti-inflammatory agents (NSAIDS), in
pre-clinical studies CT-3 does not appear to produce gastrointestinal
ulceration.

An IND (investigational new drug application) has been filed with the U.S. Food
and Drug Administration (FDA) for CT-3, and an initial Phase I clinical trial
designed to assess the safety of CT-3 showed that it was well tolerated, with no
clinically significant adverse events and no evidence of psychotropic activity.
The compound is currently being studied in Europe in a small Phase II study in
patients with chronic neuropathic pain.

"We are excited about the potential of a novel potent NSAID which lacks the
ulcerogenic effects of traditional compounds," said Glenn L. Cooper, M.D.
chairman, president and chief executive officer of Indevus. "CT-3 has the
potential to be an important new medication for painful inflammatory conditions
such as arthritis, post-operative pain, musculoskeletal injuries, headache and
neuropathic pain. Furthermore, the compound possesses activity in preclinical
models of multiple sclerosis and the cutaneous inflammation associated with
exposure to the chemical warfare blister agent sulfur mustard. The U.S. Army
Medical Research Institute is pursuing further work on this important
application. The overall field of inflammation and pain management is large and
not fully satisfied, and we believe a compound such as CT-3 may have broad
applications in these major markets."

The acquisition of CT-3 by Indevus includes an up-front licensing payment,
development milestones and royalty payments from Indevus to Atlantic. Indevus is
responsible for the clinical


<PAGE>

development, regulatory activities and commercialization of this compound. A
director of Indevus is a shareholder of Atlantic Technology Ventures. The
transaction was approved by all of the disinterested directors of Indevus.

Atlantic Technology Ventures is a biopharmaceutical company engaged in the
development of biomedical and pharmaceutical products and related technologies
for use in cancer, infection, ophthalmic disorders, pain and inflammation and
dermatological conditions. Atlantic's strategy is to identify nascent medical
products and technologies that have the potential to address unmet market needs,
rapidly develop these through a definitive proof-of-principle, then parmer,
license or sell them td realize significant revenue.

Status of additional Indevus products

CT-3 is the latest addition to the Indevus product portfolio, which also
includes: trospium, in Phase III for overactive bladder; pagoclone, in Phase III
for panic disorder and Phase II for generalized anxiety disorder; PRO 2000, in
Phase II for the prevention of the sexual transmission of HIV; dersalazine, in
Phase I for inflammatory bowel disease; and citicoline for stroke, which has
completed several Phase III clinical trials.

         Trospium

As recently announced, enrollment has been completed in a Phase III, 524-patient
clinical trial with trospium in overactive bladder. The co-primary endpoints of
the trial are the comparisons of the reduction in the frequency of urination and
the reduction in incontinence episodes among trospium-treated patients versus
placebo patients. Data from this trial is expected in the fall, and assuming a
positive outcome, the Company expects to file a New Drug Application for
trospium by the end of 2002. This data will expand the current clinical trial
database for trospium, which comprises over 2200 patients in Europe. European
trials include two double-blind, placebo-controlled dose-ranging studies, five
double-blind, placebo-controlled studies and several comparative trials, one of
which was a long-term comparative 52-week study on safety, tolerability and
efficacy.

         Pagoclone

Following the return of exclusive, worldwide rights to pagoclone from Pfizer Inc
on June 7, 2002, Indevus has initiated corporate partnering discussions for this
compound. Decisions regarding the continued clinical development and partnering
of pagoclone for generalized anxiety and panic disorders will be based on
additional analyses of a total data package from six clinical trials and will
include ongoing consultation with Aventis, S.A., licensor of this drug. Aventis
has a contractual right for a period of 90 days from the termination of the
agreement between Pfizer and Indevus to elect to develop pagoclone under the
terms established in that agreement.

         Dersalazine

Dersalazine, for inflammatory bowel disease, is undergoing Phase I clinical
testing in the U.K. Plans for future Phase II testing in ulcerative colitis will
be dependent on the successful completion of this trial.


<PAGE>

         Citicoline

Two important meta-analyses of clinical trials with citicoline presented at the
27th International Stroke Conference in February 2002 suggest that treatment
with this drug may reduce infarct growth after stroke and reduce rates of death
or disability over a long term. The first of these analyses retrospectively
analyzed seven controlled trials enrolling 1,963 patients who received oral or
intravenous citicoline at doses ranging from 500 to 2000 milligrams daily and
showed that treatment with citicoline was associated with a significant
reduction in rates of death or disability at long-term follow-up. On a combined
basis across these trials, 54.6 percent of citicoline patients experienced death
or disability, compared with 66.4 percent of placebo patients, p<0.00001.

The second of these analyses retrospectively analyzed data regarding infarct
growth following stroke from two clinical trials in a total of 214 patients.
Doses of 500 milligrams/day and 2000 milligrams/day were used in these trials.
The mean volume increase in infarct size was 84.7 percent for the placebo group,
34.0 percent for the 500 milligram group and 1.8 percent for the 2,000 milligram
group, p=0.015.

As a result of corporate partnering interest following these findings, Indevus
has signed a non-binding memorandum of agreement with a privately held
biotechnology company to fund the further development of citicoline. The
finalization of this agreement is contingent upon the negotiation of a
definitive contract and agreement on the design and clinical endpoints of an
additional large Phase III trial.

PRO 2000

Government agencies in the U.S. and the U.K. have selected PRO 2000, a topical
microbicide to prevent the sexual transmission of HIV, for testing in large,
logistically complex Phase II and Phase III trials planned to begin in 2002 and
2003. The U.K.'s Department for International Development provided the most
recent financial support for the clinical testing of PRO 2000 through a grant of
approximately $22.7 million made to an international research collaboration.

Indevus Pharmaceuticals is engaged in the development and commercialization of a
portfolio of products and product candidates, including multiple compounds in
latestage clinical development. The Company's lead products under development
include trospium for overactive bladder, pagoclone for panic/anxiety disorders,
PRO 2000 for the prevention of infection by HIV and other sexually transmitted
pathogens, and dersalazine for inflammatory bowel disease.

Except for the descriptions of historical facts contained herein, this press
release contains forward-looking statements that involve risks and uncertainties
that could cause the Company's actual results and financial condition to differ
materially from those anticipated by the forward looking statements. These risks
and uncertainties are set forth in the Company's filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934 under "Risk Factors" and
elsewhere, and include, but are not limited to: uncertainties relating to
clinical trials, including the Phase III trial with trospium; regulatory
approval and commercialization of our products; the early stage of products
under development; need for additional funds and corporate partners; history of
operating losses and expectation of future losses; product liability and
insurance
<PAGE>

uncertainties; risks relating to the Redux-related litigation; dependence on
third parties for manufacturing and marketing; competition; risks associated
with contractual arrangements; limited patent and proprietary rights; and other
risks.