EXHIBIT 10.51
                                                                   -------------

                             DATE: FEBRUARY 12, 2004
--------------------------------------------------------------------------------




                                FEMPHARM PTY LTD


                                       and


                                   VIVUS INC.


                                       and




                                ACRUX DDS PTY LTD






--------------------------------------------------------------------------------
                                    ESTRADIOL
                                 DEVELOPMENT AND
                           COMMERCIALIZATION AGREEMENT
--------------------------------------------------------------------------------



<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE

1.  DEFINITIONS AND INTERPRETATION............................................8

    1.1      DEFINITIONS......................................................8
    1.2      INTERPRETATION..................................................16

2.  LICENSE RIGHTS...........................................................18

    2.1      LICENSE GRANT...................................................18
    2.2      RESERVATION OF RIGHTS...........................................19
    2.3      VIVUS GRANT-BACK LICENSE AND OPTION TO LICENSE..................19
    2.4      EXPANSION OF FIELD..............................................20
    2.5      EXCLUSIVITY COVENANTS...........................................20
    2.6      UNAUTHORIZED SALES..............................................23
    2.7      RIGHT OF NEGOTIATION............................................24

3.  LICENSE AND MILESTONE PAYMENTS...........................................25

    3.1      LICENSE FEE.....................................................25
    3.2      MILESTONE PAYMENTS..............................................25
    3.3      ONE PAYMENT; LIMITATION.........................................26

4.  ROYALTIES................................................................26

    4.1      ROYALTY PAYMENTS................................................26
    4.2      ROYALTY REDUCTION...............................................29
    4.3      THIRD PARTY ROYALTIES...........................................30
    4.4      ONE ROYALTY; SAMPLES AND DONATIONS..............................30
    4.5      ACCRUAL AND PAYMENT OF ROYALTIES; ROYALTY TERM..................31
    4.6      LATE PAYMENT OF ROYALTIES.......................................32
    4.7      ROYALTY REPORT..................................................32
    4.8      VERIFICATION OF ROYALTY STATEMENT...............................32
    4.9      NON-DISCLOSURE BY ACCOUNTANT....................................33
    4.10     STATEMENT ERRORS................................................33
    4.11     CURRENCY CONVERSION.............................................34
    4.12     WITHHOLDING TAXES...............................................34

5.  CLINICAL DEVELOPMENT.....................................................34

    5.1      OVERVIEW OF DEVELOPMENT.........................................34

                                        2
<PAGE>

    5.2      TRANSFER OF TECHNICAL INFORMATION...............................35
    5.3      CONDUCT OF PHASE IIB STUDY......................................36
    5.4      TRANSFER OF DEVELOPMENT RESPONSIBILITY..........................36
    5.5      DEVELOPMENT RESPONSIBILITIES....................................36
    5.6      DEVELOPMENT COMMITTEE...........................................36
    5.7      DEVELOPMENT PLANS...............................................38
    5.8      BUDGETS.........................................................39
    5.9      STEERING COMMITTEE..............................................39
    5.10     FINAL DECISION..................................................40
    5.11     PROCEDURES OF COMMITTEES........................................40
    5.12     DECISIONS OF COMMITTEES.........................................41
    5.13     CHAIRPERSONS - DEVELOPMENT COMMITTEE............................41
    5.14     CHAIRPERSONS - STEERING COMMITTEE...............................42
    5.15     MINUTES AND REPORTS.............................................42
    5.16     GLOBAL DEVELOPMENT COMMITTEE....................................42
    5.17     NO OBLIGATION TO TRANSLATE......................................43
    5.18     INFORMATION AND RESULTS.........................................43
    5.19     PRODUCT FAILURE.................................................44
    5.20     SUBCONTRACTS....................................................46
    5.21     CLINICAL PRODUCT SUPPLY.........................................46

6.  DILIGENCE OBLIGATIONS....................................................46

    6.1      PRODUCT DEVELOPMENT DILIGENCE OBLIGATIONS.......................46
    6.2      DILIGENCE PAYMENT FOR DEVELOPMENT DELAYS........................47
    6.3      REVERSION FOR FAILURE OF DILIGENCE..............................48

7.  REGULATORY MATTERS.......................................................49

    7.1      REGULATORY MATERIALS............................................49
    7.2      RELATIONSHIP WITH REGULATORY AUTHORITIES........................50
    7.3      ADVERSE EVENTS AND COMPLAINTS REPORTING.........................51

8.  PRODUCT COMMERCIALIZATION................................................52

    8.1      OVERVIEW........................................................52
    8.2      COMMERCIALIZATION OBLIGATIONS...................................52
    8.3      COMMERCIALIZATION PLANS.........................................53
    8.4      LAUNCH DILIGENCE................................................54
    8.5      MANUFACTURE IN TERRITORY........................................54
    8.6      SUPPLY OF PRODUCT TO FEMPHARM...................................54

                                        3
<PAGE>

9.  SUB-LICENSING AND ASSIGNMENT.............................................55

    9.1      SUB-LICENSE.....................................................55
    9.2      VIVUS BOUND.....................................................55
    9.3      ASSIGNMENT......................................................55

10. CONFIDENTIALITY..........................................................56

    10.1     RESTRICTIONS ON USE.............................................56
    10.2     USE OF OWN INFORMATION..........................................56
    10.3     EXCEPTIONS TO CONFIDENTIALITY...................................57
    10.4     EXCEPTIONS TO NON-DISCLOSURE....................................57
    10.5     DISCLOSURE BY LAW...............................................58
    10.6     SCOPE OF CONFIDENTIALITY........................................59
    10.7     SECURITY OF INFORMATION.........................................59
    10.8     PERSONNEL CONFIDENTIALITY.......................................59
    10.9     RETURN OF CONFIDENTIAL INFORMATION..............................59
    10.10    PUBLICATIONS....................................................60
    10.11    OTHER RIGHTS....................................................60
    10.12    USE OF OTHER PARTY'S NAME.......................................60
    10.13    PRESS RELEASES AND OTHER DISCLOSURES............................60

11. INVENTIONS...............................................................62

    11.1     DISCLOSURE OF INVENTIONS........................................62
    11.2     OWNERSHIP OF INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS........62
    11.3     JOINT INVENTIONS AND JOINT PATENTS..............................62
    11.4     COOPERATION OF EMPLOYEES........................................63

12. PATENTS AND INTELLECTUAL PROPERTY........................................63

    12.1     PATENT RIGHTS...................................................63
    12.2     JOINT PATENT RIGHTS.............................................64
    12.3     FEMPHARM PATENT PROCEEDINGS.....................................65
    12.4     INFRINGEMENT PROCEEDINGS IN THE FIELD...........................66
    12.5     OTHER INFRINGEMENT PROCEEDINGS..................................68

13. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS..............................68

    13.1     WARRANTY........................................................68
    13.2     ADDITIONAL WARRANTIES OF FEMPHARM AND THE
              ACRUX CONTROLLED AFFILIATES....................................68
    13.3     ADDITIONAL WARRANTIES OF VIVUS..................................72

                                        4
<PAGE>

    13.4     DISCLAIMER OF WARRANTIES........................................73
    13.5     DISCLAIMER OF LIABILITY.........................................73

14. TERM AND TERMINATION.....................................................73

    14.1     TERM............................................................73
    14.2     TERMINATION BY FEMPHARM.........................................74
    14.3     TERMINATION BY VIVUS............................................75
    14.4     NO RELEASE......................................................76
    14.5     CONSEQUENCES OF AGREEMENT TERMINATION...........................76
    14.6     VIVUS TERMINATION OF SPECIFIC PROVISIONS FOR UNCURED BREACH.....81
    14.7     LIMITATION OF TERMINATION FOR BREACH AFTER COMMERCIAL LAUNCH....82
    14.8     TERMINATION FOR FAILURE TO ACHIEVE MONASH AMENDMENT.............83
    14.9     REMEDIES........................................................84

15. GENERAL..................................................................85

    15.1     NOTICES.........................................................85
    15.2     INDEMNIFICATION.................................................86
    15.3     DAMAGES FOR BREACH OF REPRESENTATIONS AND WARRANTIES............88
    15.4     WAIVER..........................................................88
    15.5     SEVERANCE.......................................................89
    15.6     SUCCESSORS AND ASSIGNS..........................................89
    15.7     CONTINUING OBLIGATIONS..........................................89
    15.8     VARIATION.......................................................89
    15.9     APPLICABLE LAW..................................................89
    15.10    DISPUTE RESOLUTION..............................................90
    15.11    DISPUTE REGARDING LICENSE NECESSITY.............................91
    15.12    COUNTERPARTS....................................................92

                                        5
<PAGE>

    15.13    COSTS...........................................................92
    15.14    PAYMENT.........................................................92
    15.15    ENTIRE AGREEMENT................................................92
    15.16    INJUNCTIVE RELIEF...............................................92
    15.17    INDEPENDENT CONTRACTORS.........................................93
    15.18    FORCE MAJEURE...................................................93
    15.19    BANKRUPTCY......................................................93
    15.20    ACRUX DDS AS A PARTY............................................94
    15.21    SURVIVAL OF SUBLICENSES.........................................94

                                        6
<PAGE>

THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the "Agreement") is dated and
effective as of February 12, 2004 (the "Effective Date").

PARTIES:

FEMPHARM PTY LTD (ABN 35 088 778 018) of 103-113 Stanley Street, West Melbourne,
Victoria, Australia ("FemPharm")

and

VIVUS INC. of 1172 Castro Street, Mountain View, California, United States of
America ("Vivus")

and

ACRUX DDS PTY LTD

RECITALS

A.       FemPharm, formerly known as Female HRT Pty Ltd., Australian Company
         Number 088 778 018, is a wholly owned subsidiary of Acrux Limited of
         103-113 Stanley Street, West Melbourne, Victoria, Australia ("Acrux
         Limited"). Acrux DDS Pty Limited ("Acrux DDS Pty Limited"), formerly
         known as Drug Delivery Solutions Pty Ltd., Australian company number
         088 778 009, is also a wholly owned subsidiary of Acrux Limited.

B.       Acrux DDS Pty Limited holds an exclusive global license from Monash
         University of Wellington Road, Clayton, Victoria, Australia ("Monash")
         in respect of certain patents and patent applications owned by Monash
         University covering the metered dose transdermal system described
         therein.

C.       FemPharm holds an exclusive sublicense from Acrux DDS Pty Limited in
         respect of the intellectual property described in the license referred
         to in recital B for the fields of female hormone replacement therapy
         and human female contraception.

                                        7
<PAGE>

D.       FemPharm and Vivus wish to enter into this agreement pursuant to which
         FemPharm will exclusively license metered dose transdermal systems to
         Vivus for the delivery of estradiol monotherapy to human females on the
         terms set out in this Agreement.

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
1.1      DEFINITIONS

         In this Agreement, the following capitalized terms have the following
         meanings:

         "Acrux DDS License" shall mean the "Licence Agreement" between Female
         HRT Party Limited (now known as FemPharm) and Drug Delivery Solutions
         Party Limited (now known as Acrux DDS Pty Limited), dated November 30,
         1999, as amended by the Deed of Amendment between Female HRT Party
         Limited and Drug Delivery Solutions Party Limited dated June 30, 2000,
         and as such agreement may be subsequently amended by the parties
         thereto.

         "Acrux Penetration Enhancer" shall mean one of the following, whichever
         is used in the Product being developed or commercialized by or under
         authority of Vivus under this Agreement, as used in such Product (i)
         (**), (ii) a different dermal penetration enhancer which is disclosed
         in the FemPharm Patents, or (iii) the combination of (**) with another
         dermal penetration enhancer(s) disclosed in the FemPharm Patents.

         "Additional Partner" shall mean each third party who is granted by
         FemPharm or an Acrux Controlled Affiliate, directly or indirectly, a
         right to market or commercialize a Product in the Field in any part of
         the world, other than the Territory.

         "Affiliate" means, with respect to any Party, any corporation or other
         legal entity that controls, is controlled by or is in common control
         with such Party. For purposes of this definition, the term "controls"
         means (with correlative meanings for the terms "controlled by" and "in
         common control with"):

                                        8
<PAGE>

          (a)  ownership, directly or indirectly, of more than 50% of the voting
               securities of the applicable party; or

          (b)  possession of actual power to direct unilaterally the business
               and affairs of the applicable party, whether through contract,
               ownership rights or otherwise.

         "Business Day" means a day upon which banks are open for general
         banking business in the United States other than a Saturday or Sunday.

         "Clinical Trial" shall mean a clinical trial involving the
         administration of a therapeutic to a human subject after filing an IND,
         or the equivalent (if necessary) outside the United States, for the
         purpose of evaluating the safety, efficacy, performance or other
         characteristic of such therapeutic, including a phase I, phase II
         and/or phase III trial.

         "Committee" means the Development Committee and/or the Steering
         Committee.

         "Confidential Information" of a Party means all information disclosed
         by such Party to the other pursuant to this Agreement, which may
         include any of the following to the extent disclosed by such Party:

          (a)  Intellectual Property, technical information, specifications,
               data, software, marketing procedures, pricing information,
               customer and client records, business and corporate or trade
               information of a Party relating to or arising out of the Licensed
               Intellectual Property or its use or application;

          (b)  information relating directly or indirectly to the Product
               including, without limitation, the identity and composition of
               compounds for producing or manufacturing the Product, formulae
               for the Product, methods of producing or manufacturing the
               Product, costs of manufacturing the Product, information relating
               to the packaging, selling and marketing of the Product including
               the cost thereof and pricing information; and

          (c)  communications between the Parties or information of whatever
               kind whether recorded or not and, if recorded, in whatever
               medium, relating to the Licensed Intellectual Property, the
               Product, this Agreement, or otherwise, whether disclosed prior to
               or after the Effective Date.

                                        9
<PAGE>

         "Commercial Launch Plan" means the plan for launching and initial
         marketing and promotion of the Product in the Territory as provided in
         Section 8.3.

         "Controlled" means, with respect to any Intellectual Property, that the
         applicable Party owns or has a license to such Intellectual Property,
         and has the authority to grant to the other Party access, a license, or
         a sublicense to such Intellectual Property as provided for in this
         Agreement without violating an agreement with a non-Affiliate third
         party in effect at the time such Intellectual Property was first
         acquired or created by the Party granting or authorizing the license or
         sublicense herein.

         "Controlled Affiliate" means (i) in the case of Vivus; an Affiliate
         that is controlled by Vivus; and (ii) in the case of FemPharm; Acrux
         Limited, Acrux DDS Pty Limited or an Affiliate that is controlled by
         FemPharm, controlled by Acrux DDS Pty Limited, or controlled by Acrux
         Limited (each of such Affiliates, Acrux DDS Pty Limited and Acrux
         Limited, an "Acrux Controlled Affiliate"); in each case as "control" is
         defined in the Affiliate definition in this Section 1.1 above.

         "Development Committee" means the committee referred to in Section 5.4.

         "Development Plan" means the plan appended to this Agreement as
         annexure A in accordance with Section 5.5, as such plan may be amended
         pursuant to Section 5.

         "Effective Date" means the date of this Agreement, as set forth on page
         one.

         "Estradiol" means the compound with the chemical structure shown in
         Annexure E to this Agreement.

         "Estrogen" means (a) any of the naturally occurring estrogens,
         progestins with estrogenic activity that are used for estrogen
         replacement therapy for the treatment of menopausal symptoms, or any
         derivative of such estrogens or progestins, including the estrogens
         that are approved by the FDA in any form (oral, transdermal, or
         injectable) for hormone

                                       10
<PAGE>

         replacement therapy or the treatment of menopausal symptoms in human
         females, or (b) any SERM. Notwithstanding sub-paragraph (b) of this
         paragraph, if Vivus or any Controlled Affiliate of Vivus, or a
         sublicensee of Vivus that has rights under the Licensed Intellectual
         Property to market, sell, offer to sell, and import the Products in the
         Field in the Territory, commences Clinical Trials, or marketing or
         sales, in the Territory of any product that orally delivers a SERM to
         treat female menopausal symptoms, then except for SERMs that have been
         added to the Field, no SERM shall be considered to be an Estrogen for
         purposes of Section 2.5. For clarity, Androgen (as such term is defined
         in the Testosterone Agreement, but excluding tibolone), is not or shall
         not be deemed to be an Estrogen for purposes of this Agreement.

         "Excluded Applications" shall have the meaning set forth in annexure F.

         "FemPharm Patents" means: (a) the Patents set out in annexure B, which
         shall include all existing Patents licensed under the Monash License or
         the Acrux DDS License, (b) all continuing patent applications in the
         Territory based on any Patent in clause (a) above (including any
         divisionals, continuations, and continuations-in-part); (c) all Patents
         that issue based on any Patent in clause (a) or (b) above, and
         including all re-issues, extensions, substitutions, confirmations,
         re-registrations, re-validations, patents of addition, and
         supplementary certificates (or equivalents thereof) of any such Patent;
         and (d) all additional Patents in the Territory that are Controlled by
         FemPharm, Acrux DDS Pty Limited, an Acrux Controlled Affiliate, or any
         other Affiliate of FemPharm at any time during the term of this
         Agreement and that claim or cover an MDTS product, or any portion
         thereof, or the manufacture or use of an MDTS product or portion
         thereof, in the Field. For purposes of this definition, Patents that
         meet, at some time during the term of the Agreement, the requirement of
         subclause (d) above shall not be excluded from this definition simply
         because a particular Acrux Controlled Affiliate (that Controlled such
         Patent) no longer is an Affiliate of Acrux Ltd., and including
         continuing patent applications in the Territory based on such Patents
         in clause (d) above (including any divisionals, continuations, and
         continuations-in-part).

                                       11
<PAGE>

         "Field" means delivery of Estradiol (and/or any other Estrogen that is
         added to the Field pursuant to Section 2.4 or included pursuant to
         Section 5.17) in Monotherapy to human females using an MDTS, excluding
         only the Excluded Applications.

         "First Commercial Sale" means the first commercial sale or transfer of
         the Product for use in the Territory (other than for evaluation,
         research, testing or clinical trial purposes), that occurs after the
         Product has been approved for marketing in the Territory, by Vivus or
         Vivus' Affiliate or sublicensee to an independent non-Affiliate third
         party in exchange for cash or some equivalent to which value can be
         assigned.

         "FDA" means the United States Food & Drug Administration.

         "Intellectual Property" means all industrial and intellectual property
         rights, whether protectable by statute, at common law or in equity,
         including, without limitation, any rights of copyright, trade secrets,
         confidential information, know-how, trade mark, invention, Patent,
         circuit layout and any rights to registration of such rights,
         irrespective of whether such rights are created before, on or after the
         Effective Date.

         "Improvement" means an Invention to the extent made by Vivus or its
         Affiliate in the course of developing or commercializing the Product
         under this Agreement, which Invention is an improvement of or
         modification to the Product itself, in the form provided by FemPharm,
         and is not substantially based upon or derived from other technology or
         Know-How of Vivus, its Affiliate, or their third party licensor or
         contractor.

         "Improvement Blocking Patent Rights" means any Patent to the extent
         that it: (i) claims and is specifically directed to an Improvement,
         (ii) is Controlled by Vivus or its Affiliate at any time during the
         term of this Agreement, and (iii) is reasonably necessary to make, use,
         sell, or offer to sell an MDTS product. As used in this paragraph,
         "reasonably necessary" means there is no commercially reasonable
         alternative to practicing the subject matter in the applicable claim in
         such Patent, in order for FemPharm, or its Controlled Affiliate or
         licensee, to make, use or sell the MDTS products.

                                       12
<PAGE>

         "Invention" means any information, idea, invention, know-how, data or
         results made pursuant to work conducted under this Agreement.

         "Joint Patent" means a Patent claiming an Invention invented jointly by
         the Parties, as provided in Section 11.3.

         "Know-How" shall mean all data, inventions (whether or not patentable),
         discoveries, methods, information (including Confidential Information),
         reports, analyses, documents, descriptions, procedures, formulae,
         formulations, expert opinions, knowledge, know-how, experience,
         marketing, and other information and materials (including physical
         samples), and the trade secret rights to the foregoing. As used herein,
         Know-How shall not include Patents.

         "Licensed Intellectual Property" means the (i) FemPharm Patents, and
         (ii) the Licensed Know-How.

         "Licensed Know-How" means the Know-How that is Controlled by FemPharm
         or any Acrux Controlled Affiliate and relates to or is useful for MDTS
         products in the Field.

         "MDTS" means the Acrux metered dose transdermal spray system as
         described in Annexure C, and including all improvements, derivatives
         and modifications of such system developed by or under authority of
         FemPharm or its Affiliate. For clarity, it is understood that
         "improvements," as used under this paragraph, would include modified or
         improved versions of the Acrux metered dose transdermal spray system,
         and novel enhancers, formulations, methods, and mechanical components
         relating to or useful for the MDTS system, that are not used in the
         MDTS as of the Effective Date, but that would improve the safety,
         effectiveness, or other qualities of such a spray system for use in
         delivery of Estradiol, or any other Estrogen added to the Field
         pursuant to Section 2.4 or 5.17.

         "Monash License" means the "Technology Agreement" between Monash and
         Acrux Limited, dated June 7, 1999, and transferred by Acrux Limited to
         Acrux DDS Pty Limited in the "Deed of Assignment" dated November 22,
         1999, as amended by the Deed of Variation between Monash and Acrux
         Limited dated November 22, 1999 and the Deed of Variation between
         Monash and Acrux DDS Pty Limited., executed October, 2002.


                                       13
<PAGE>

         "Monotherapy" means the delivery of Estradiol (or any other Estrogen
         added to the Field) using an MDTS, without delivering any other active
         ingredient using the MDTS. For clarity, delivery of Estradiol (or any
         other Estrogen added to the Field) using an MDTS, without delivering
         any other active ingredient using the MDTS, shall be considered
         Monotherapy notwithstanding any concurrent use or delivery of another
         active ingredient by a method other than spray delivery by the MDTS.
         For example, oral delivery of a progestin concurrently with delivery of
         Estradiol using the MDTS shall be considered Monotherapy.

         "Net Sales" means any amounts invoiced by Vivus, or an Affiliate or
         sublicensee of Vivus, for the sale or other commercial disposition of
         the Product, less the following amounts to the extent actually accrued,
         taken or allowed with respect to such sale or disposition:

          (d)  trade, cash or quantity discounts or rebates from the invoiced
               price;

          (e)  refunds, credits, charge backs or allowances actually granted
               upon recalls, rejections, returns, or the like;

          (f)  freight charges, insurance and packing charges paid for delivery;
               and

          (g)  amounts actually written off for uncollectable accounts
               determined in accordance with GAAP, PROVIDED THAT if any such
               amounts are subsequently collected, such amounts would be
               included in Net Sales for the quarter collected;

          (h)  taxes (other than income tax, but including value added and sales
               taxes), duties, or other governmental charges levied on or
               measured by the disposition or the invoiced amount, whether
               absorbed by the billing or the billed party.

         Notwithstanding the foregoing, if Vivus sells Product for use outside
         the Field or outside the Territory pursuant to an authorization by
         FemPharm or an Acrux Controlled Affiliate

                                       14
<PAGE>

         (such as sales to FemPharm for use in Australia or New Zealand) Net
         Sales shall not include any amounts invoiced on such sales, whether the
         sale is to FemPharm, an Acrux Controlled Affiliate, or any other Person
         (e.g. another licensee of FemPharm).

         "Patents" means all rights under all patents (including all re-issues,
         extensions, substitutions, confirmations, re-registrations,
         re-validations, patents of addition, supplementary certificates, other
         governmental grants for the protection of inventions or industrial
         designs, or equivalents thereof) and under all patent applications
         (including any divisionals, continuations, continuations-in-part,
         continued prosecution applications, and divisionals).

         "Party" means either of FemPharm or Vivus, and "Parties" means both of
         them.

         "Person" includes a natural person, company, corporation, partnership,
         trust, estate, joint venture, sole proprietorship, government
         (including any branch or subdivision thereof), governmental or
         municipal agency, association, co-operative and any other entity or
         person whatsoever.

         "Product" means any MDTS product containing Estradiol, or any other
         Estrogen included in the Field pursuant to Section 2.4 or as a result
         of Section 5.17, as the sole active ingredient in such product, and
         intended for use in the Field.

         "Regulatory Materials" means regulatory applications, submissions,
         notifications, registrations, regulatory approvals and/or other filings
         made and correspondence to or with the FDA or other regulatory
         authority that are necessary or reasonably desirable in order to, or in
         connection with efforts to, develop, manufacture, market, sell or
         otherwise commercialize a Product in a particular country, territory or
         possession. Regulatory Materials include INDs, MAAs, and NDAs.

         "Restricted Estrogens" means any of:  (**).

         "Royalty Period" means a period of three consecutive months ending on
         31 March, 30 June, 30 September or 31 December, provided that the first
         Royalty Period will be the

                                       15
<PAGE>

         period from the date of First Commercial Sale until the first to occur
         of 31 March, 30 June, 30 September or 31 December thereafter.

         "SERM" means a generic compound (i.e., the composition of the compound
         is not covered by a patent in the Territory) that is a selective
         estrogen receptor modulator.

         "Steering Committee" means the committee referred to in Section 5.7.

         "Territory" means the United States of America, and its territories and
         protectorates.

         "Testosterone Agreement" means the agreement titled "Testosterone
         Development and Commercialization Agreement" entered into by and
         between the Parties and dated as of February 7, 2004.

         "Valid Claim" means: a claim in an issued Patent within the FemPharm
         Patents, which has not (i) expired or been cancelled, (ii) been
         declared invalid by an unreversed and unappealable decision of a court
         or other appropriate body of competent jurisdiction, (iii) been
         admitted to be invalid or unenforceable through reissue, disclaimer or
         otherwise, and/or (iv) been abandoned.

1.2      INTERPRETATION

         In this Agreement:

          (a)  words denoting the singular number include the plural and vice
               versa;

          (b)  words denoting any gender include all genders;

          (c)  words importing natural persons include corporations, firms,
               unincorporated associations, partnerships, trusts and any other
               entities or groups recognised by law;

          (d)  reference to any legislation or to any provision of any
               legislation includes any amendment, modification, consolidation
               or re-enactment of, or any legislative

                                       16
<PAGE>

               provision substituted for, and all legislative and statutory
               instruments issued under, such legislation or such provision;

          (e)  the words "written" and "in writing" include any means of visible
               reproduction of words in a tangible and permanently visible form;

          (f)  reference to Articles, Sections, clauses and schedules and
               annexures are references to the Articles, Sections, clauses and
               schedules and annexures of this Agreement, unless expressly
               stated to the contrary;

          (g)  reference to any party to this Agreement or any other agreement
               or document includes the party's successors and permitted
               assigns;

          (h)  where a word or phrase is defined, other grammatical forms of
               that word or phrase have corresponding meanings;

          (i)  no rule of construction applies to the disadvantage of a party
               because that party was responsible for the preparation of this
               Agreement or any part of it;

          (j)  the headings to Articles, Sections, annexures or schedules are
               for ease of reference only and do not form part of this Agreement
               or affect its interpretation;

          (k)  if any day appointed or specified by this Agreement for the
               payment of any money or the doing of any act falls on a day which
               is not a Business Day, the day appointed or specified will be the
               next Business Day;

          (l)  a reference to a time or date in connection with the performance
               of an obligation by a party is a reference to the time and date
               in San Francisco, California, USA even if the obligation is to be
               performed elsewhere;

          (m)  the terms "including" and "includes" will be interpreted
               non-restrictively to mean "including without limitation ...".

                                       17

                                       1
<PAGE>

2.       LICENSE RIGHTS
--------------------------------------------------------------------------------
2.1      LICENSE GRANT

          (a)  Subject to the terms of this Agreement, FemPharm and Acrux DDS
               Pty Limited grant to Vivus the sole and exclusive (including with
               respect to FemPharm, except as otherwise provided in subsection
               (c) below) license, under the Licensed Intellectual Property,
               solely to exploit, import, export, make, have made, develop, use,
               market, offer for sale and sell Products for use in the Field in
               the Territory.

          (b)  Subject to the terms of this Agreement, FemPharm and Acrux DDS
               Pty Limited grant to Vivus a non-exclusive license under the
               Intellectual Property that relates to or is useful for a Product,
               or its manufacture or use, and is Controlled by any of FemPharm,
               an Acrux Controlled Affiliate, or another Affiliate of FemPharm,
               to export, make, and have made Products outside the Territory
               solely for importation, sale, use and other exploitation in the
               Field in the Territory pursuant to Section 2.1(a). In addition,
               to the extent permitted by FemPharm on request by Vivus, such
               permission not to be unreasonably withheld, Vivus may include in
               the foregoing license the right to conduct specific development
               activities in particular countries outside the Territory, solely
               to develop data to be used in the Regulatory Materials in the
               Territory for the Product in the Field, and marketing of the
               Product in the Field in the Territory.

          (c)  For clarity, FemPharm and Acrux DDS Pty Limited retains the
               non-exclusive rights under the Licensed Intellectual Property in
               the Territory, for it and/or the Acrux Controlled Affiliates or
               any of their respective licensees to export, make, and have made
               Products in the Territory solely for importation, sale, use and
               other exploitation in the Field in a country or jurisdiction
               outside the Territory. In addition, only to the extent permitted
               by Vivus on request by FemPharm, such permission not to be
               unreasonably withheld, FemPharm may conduct specific development
               activities in the Territory, solely to develop data to be used in
               the

                                       18
<PAGE>

               Regulatory Materials outside the Territory for the Product in the
               Field, and marketing of the Product in the Field outside the
               Territory.

          (d)  For clarity, the license rights granted to Vivus in Section
               2.1(a) and (b) do not grant to Vivus the rights under the
               Licensed Intellectual Property, to export, make, have made, and
               develop Products for importation, sale, use and other
               exploitation in the Field in any country or jurisdiction outside
               the Territory, or for any use outside the Field anywhere in the
               world.

2.2      RESERVATION OF RIGHTS

         Each Party hereby reserves all rights with respect to its Intellectual
         Property and technology not expressly granted herein. Vivus shall have
         no right or license under the FemPharm Patents or Licensed Know-How
         other than the rights expressly set forth in this Agreement.
         Notwithstanding anything to the contrary, it is acknowledged and agreed
         that the limitation of FemPharm's rights under the Acrux DDS License,
         such as the limitation of the field of FemPharm's rights to female
         hormone replacement therapy or otherwise, shall not limit the rights
         granted to Vivus under this Agreement.

2.3      VIVUS GRANT-BACK LICENSE AND OPTION TO LICENSE

          (a)  Subject to the terms of this Agreement, Vivus grants to FemPharm
               a non-exclusive, royalty-free, worldwide license (with full
               rights to grant sublicenses) under any Improvement Blocking
               Patent Rights solely to develop, exploit, import, make, have
               made, use, offer for sale and sell MDTS products, excluding only
               MDTS products intended for use, sale, offer for sale, import, or
               marketing in the Field in the Territory.

          (b)  Vivus grants to FemPharm the option, exercisable in writing by
               FemPharm at any time after Vivus makes an Improvement, to obtain
               in accordance with this Section 2.3(b) below a non-exclusive,
               worldwide license (with such rights to sublicense as are mutually
               agreed), on commercially reasonable terms, under trade secrets
               Controlled by Vivus or its Affiliate during the term of this
               Agreement to the

                                       19
<PAGE>

               extent embodied in such Improvement and under Patents Controlled
               by Vivus or its Affiliate during the term of this Agreement that
               claim and are specifically directed to such Improvement, (but
               excluding all Improvement Blocking Patent Rights), solely to
               develop, exploit, import, make, have made, use, offer for sale
               and sell MDTS products, excluding only MDTS products intended for
               use, sale, offer for sale, import, or marketing in the Field in
               the Territory. If FemPharm exercises such option as to a
               particular Improvement, then the Parties shall negotiate in good
               faith in an effort to agree upon the financial and other terms
               for, and scope of, such a license, within a reasonable time
               thereafter and will enter into such a license upon reaching
               agreement, which terms shall be commercially reasonable and shall
               include the mutually agreed license grant for such Improvement
               (under the Patents and trade secrets identified above) and other
               reasonable terms appropriate for such a license grant. Such
               license shall be royalty free for Products used in the Field in
               Australia or New Zealand.

2.4      EXPANSION OF FIELD

         The Development Committee shall discuss and consider from time to time
         the possibility of including in the Field one or more additional
         Estrogens, alone or in combination with other active ingredients, and
         if it determines that such an expansion to the Field is appropriate, it
         shall make such recommendation to both Parties. If the Parties agree
         with such recommendation, and solely to the extent such expansion is
         approved in writing by the Parties, such additional Estrogen(s) shall
         be added to the Field by written amendment of the Agreement on mutually
         acceptable terms, including financial terms.

2.5      EXCLUSIVITY COVENANTS

          (a)  Except as otherwise agreed by the Parties in writing, until (*)
               after First Commercial Sale by or under authority of Vivus of a
               Product for use in the Field and Territory, Vivus and its
               Controlled Affiliates shall not, directly or indirectly, market,
               promote, sell, or import any Competitive Products (as defined
               below) for use in the Territory. As used herein, "Competitive
               Product" means

                                       20
<PAGE>

               any product (which is not a Product of Vivus, its Affiliate, or
               sublicensee under this Agreement) that is approved for marketing
               for any human indication and is marketed, promoted, or sold (i)
               for the transdermal or mucosal delivery to human females of
               Estradiol, or any other Restricted Estrogen, as the sole active
               ingredient transdermally or mucosally delivered by such product;
               or (ii) for the transdermal or mucosal delivery of any other
               Estrogen, as the sole active ingredient transdermally or
               mucosally delivered by such product, to human females for
               treatment of menopausal symptoms; except excluding from the
               foregoing only products of any of Vivus, its Affiliates, and
               sublicensees involving application of an estrogen, alone or in
               combination with a vasoactive agent, to the vagina of a human
               female to ameliorate or treat menopausal vaginal symptoms such as
               vaginal atrophy or vaginal dryness, provided that such direct
               vaginal application of an estrogen does not achieve chronic
               systemic therapeutic Estradiol blood levels that would be
               effective for treating menopausal vasomotor symptoms). For
               clarity, marketing, selling or promoting any orally delivered
               active ingredient is not a Competitive Product. For clarity, no
               license is granted under this Section 2.5(a) to Vivus by FemPharm
               or any Acrux Controlled Affiliate under the Licensed Intellectual
               Property with respect to any Vivus product involving such
               application of an Estrogen to the vagina of a human female. Vivus
               and its Controlled Affiliates shall not provide funding prior to
               such time to third parties for the specific purpose of, or grant
               a license or other authorization to any third party to, market,
               sell, promote, or import any Competitive Product for use in the
               Territory. Vivus shall include, and cause its Controlled
               Affiliates to include, in any grant or authorization by Vivus or
               the Controlled Affiliate in accordance with this Agreement of an
               exclusive sublicense (including with respect to Vivus) to a third
               party under the Licensed Intellectual Property to market, sell,
               promote, and import the Products in the Territory, an express
               covenant by such third party not to market, promote, sell or
               import, directly or indirectly, any Competitive Product for use
               in the Territory. If a particular Vivus Controlled Affiliate is
               no longer controlled by Vivus, then the

                                       21
<PAGE>

               above shall apply to such entity only if such entity continues to
               have rights under the Licensed Technology that it could exercise
               to make, use or sell a Product or a Competitive Product.

          (b)  Except as otherwise agreed by the Parties in writing, until (*)
               after First Commercial Sale by or under authority of Vivus of a
               Product for use in the Field and Territory, FemPharm and Acrux
               DDS Pty Limited agree that FemPharm and the Acrux Controlled
               Affiliates shall not, directly or indirectly, market, promote,
               sell, or import in the Territory any Competitive Product. For
               clarity, FemPharm and the Acrux Controlled Affiliates shall not
               provide funding prior to such time to third parties for the
               specific purpose of, or grant a license or other authorization to
               any third party to, market, sell, promote, or import for use in
               the Territory any Competitive Product. Furthermore, if FemPharm
               or Acrux DDS Pty Limited intend to market, sell, promote or
               import for use in the Territory any combination therapy involving
               the delivery of both a Restricted Estrogen and progestin using
               the MDTS system, then FemPharm and Acrux DDS Pty Limited shall
               first notify Vivus in writing of such intent. If Vivus is
               interested in such commercialization opportunities for such
               combination therapy, it shall so inform FemPharm in writing
               within thirty (30) days of receiving such notice, after which the
               Parties shall engage in good faith, diligent negotiation to enter
               into a collaboration agreement for the commercialization of such
               combination therapy by Vivus. If Vivus does not inform FemPharm
               of its interest within thirty (30) days or if the Parties, after
               one hundred twenty (120) days of good faith, diligent
               negotiation, are unable to enter into such collaboration
               agreement, then FemPharm and/or Acrux DDS Pty Limited shall be
               free to enter into an agreement regarding such opportunity with
               any third party with no further obligation to Vivus. FemPharm and
               Acrux DDS Pty Limited shall include, and cause the Acrux
               Controlled Affiliates to include, in each grant or authorization
               of any of their Intellectual Property rights to a third party, if
               the license or authorization could be exercised in a manner that
               involves the delivery of Estradiol (or any Restricted Estrogen or
               other Estrogen) to females as a

                                       22
<PAGE>

               Monotherapy, an express covenant by such third party not to
               market, promote, sell or import, directly or indirectly, any
               Competitive Product for use in the Territory. If a particular
               Acrux Controlled Affiliate is no longer controlled by Acrux
               Limited, then the above shall apply to such entity only if such
               entity continues to have rights under the Licensed Technology
               that it could exercise to make, use or sell a Competitive
               Product.

          (c)  Nothing in this Section 2.5 shall limit the exclusivity of the
               license rights granted to Vivus in Section 2.1, it being agreed
               that the exclusivity under Section 2.1 shall not be limited to
               the periods described in this Section 2.5 above.

          (d)  If FemPharm is acquired by, and thus becomes an Affiliate of, a
               third party other than an Acrux Controlled Affiliate, such third
               party Affiliate shall be deemed a third party for purposes of the
               licensing restrictions applied to FemPharm under Section 2.5(b).
               Similarly, if Vivus is acquired by, and thus becomes an Affiliate
               of, a third party other than a Vivus Controlled Affiliate, such
               third party Affiliate shall be deemed a third party for purposes
               of the licensing restrictions applied to Vivus under Section
               2.5(a).

2.6      UNAUTHORIZED SALES

          (a)  FemPharm and the Acrux Controlled Affiliates shall not directly
               or indirectly market, sell, or distribute any MDTS products
               intended for use in the Field anywhere in the world to a
               particular third party, including its Affiliates, if FemPharm or
               an Acrux Controlled Affiliate knows, or has been provided
               reasonable evidence, that such MDTS products provided directly or
               indirectly by FemPharm or an Acrux Controlled Affiliate to such
               third party are being marketed, distributed or sold in the
               Territory in the Field. If FemPharm or an Acrux Controlled
               Affiliate grants rights to a third party, directly or indirectly,
               that could be exercised in a manner that involves the delivery of
               Estradiol (or any Restricted Estrogen or other Estrogen) to human
               females in Monotherapy, then FemPharm shall make, or cause the
               Acrux Controlled Affiliate to make, the terms

                                       23
<PAGE>

               and conditions in this Section 2.6(a) applicable to the third
               party in the same manner as applicable to FemPharm.

          (b)  Vivus and its Controlled Affiliates shall not directly or
               indirectly market, sell, or distribute any Product in the
               Territory to a particular third party, including its Affiliates,
               if Vivus knows, or has been provided reasonable evidence, that
               such Product provided directly or indirectly by Vivus or its
               Controlled Affiliates to such third party are being marketed,
               distributed or sold for use outside the Territory, provided that
               the sale of such Product in the Territory infringes a Valid Claim
               in the FemPharm Patents or embodies information that is at the
               then current time a trade secret of FemPharm, other than as
               permitted by Section 10.11. If Vivus or its Controlled Affiliate
               grants a sublicense to a third party under the Licensed
               Intellectual Property in accordance with this Agreement to
               market, sell, promote, and import the Products in the Territory,
               then Vivus shall make, or cause its Controlled Affiliate to make,
               the terms and conditions in this Section 2.6(b) applicable to the
               third party in the same manner as applicable to Vivus.

2.7      RIGHT OF NEGOTIATION

         If FemPharm or an Acrux Controlled Affiliate desires to enter into a
         license or other collaboration that involves the research, development,
         or commercialization in the Territory of a product for delivery of an
         Estrogen, other than Estradiol, to females for the treatment of
         menopausal symptoms, FemPharm shall propose to Vivus the terms and
         conditions for such a license or collaboration with Vivus prior to
         entering into the license or collaboration with any third party. If
         Vivus fails to notify FemPharm in writing, within one hundred twenty
         (120) days after receiving such proposed terms and conditions from
         FemPharm, that Vivus desires to negotiate the terms and conditions for
         the license or collaboration, or if the Parties do not agree in
         principle on the terms for such an arrangement notwithstanding good
         faith, diligent negotiations throughout the remainder of such one
         hundred twenty (120) day period after Vivus' request, then FemPharm or
         the Acrux Controlled Affiliate shall have the right to enter into the
         license or collaboration

                                       24
<PAGE>

         with a third party. In addition, FemPharm shall notify Vivus in writing
         upon any of FemPharm or the Acrux Controlled Affiliates commencing,
         whether directly or indirectly, any clinical development or
         commercialization of any product involving the transdermal or mucosal
         deliver to human females of an Estrogen or other selective estrogen
         receptor modulator for hormone replacement therapy or the treatment of
         menopausal symptoms, including through licensees and work funded by
         FemPharm, but subject to any confidentiality obligations that would
         prevent such disclosure.

3.       LICENSE AND MILESTONE PAYMENTS
--------------------------------------------------------------------------------
3.1      LICENSE FEE

         Vivus will pay to FemPharm a license fee of US$ 1,000,000 (One Million
         United States Dollars) no later than June 29, 2005.

3.2      MILESTONE PAYMENTS

         Upon achieving the specified milestone, Vivus will pay to FemPharm the
         following milestone payments (subject to Section 3.3 and 6.2):

          (a)  US$ (*) (** United States Dollars) within thirty (30) days of
               submission by or under authority of Vivus or its Affiliate or
               sublicensee in the United States of the first new drug
               application to the FDA (as new drug application is defined in 21
               C.F.R. ss. 314.50 et. Seq, as updated or amended from time to
               time), or such other equivalent regulatory application in the
               United States for approval of marketing of the Product, (the
               "NDA") in respect of the Product; and

          (b)  US$ (*) (** United States Dollars) within thirty (30) days of the
               first FDA marketing approval in the United States in respect of
               the Product (the marketing approval being defined as approval by
               the FDA of Vivus' or its Affiliate's or sublicensee's NDA for the
               Product, permitting the Product to be marketed in the United
               States).

                                       25
<PAGE>

3.3      ONE PAYMENT; LIMITATION

         It is understood that once a particular milestone payment under Section
         3.2 has been paid (including as a result of the operation of Section
         6.2 below), then no payment for such milestone shall be due again with
         respect to the same Product or any other Product except to the extent
         otherwise agreed by the Parties in writing in connection with the
         addition of an Estrogen to the Field pursuant to Section 2.4.

4.       ROYALTIES
--------------------------------------------------------------------------------
4.1      ROYALTY PAYMENTS

         Except as otherwise provided in this Article 4, Vivus will pay to
         FemPharm royalties as a percentage of Net Sales, where the royalty rate
         is determined based on the total aggregate Net Sales during the
         applicable calendar year in the Territory, according to the following
         schedule:

          (a)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are less than US$ (*) (** U.S.
               Dollars);

          (b)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (**U.S. Dollars) but less than US$(*) (* U.S. Dollars);

          (c)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)(*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (d)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$(*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

                                       26
<PAGE>

          (e)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (f)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (g)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (h)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (i)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (j)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (k)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*) (*
               U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (l)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

                                       27
<PAGE>

          (m)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (n)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (o)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (p)  the royalty rate is (*) per cent (* 5%) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (q)  the royalty rate is (*)per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (r)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (s)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (t)  the royalty rate is (*) per cent (* %) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)
               (*U.S. Dollars) but less than US$ (*) (*U.S. Dollars);

          (u)  the royalty rate is (*)per cent (*%) in any calendar year in
               which the total Net Sales are equal to or more than US$ (*)(*U.S.
               Dollars).

                                       28
<PAGE>

         The royalty rate applicable to the Net Sales occurring in any one of
         the first three Royalty Periods of a particular calendar year shall be
         determined by annualizing the total aggregate Net Sales amount through
         the end of the applicable Royalty Period, by multiplying such total
         aggregate Net Sales amount by the applicable Adjustment Factor (as
         defined below), and then using such annualized amount in the above
         royalty schedule. The royalty rate for the last Royalty Period in each
         calendar year shall be determined using the actual total Net Sales for
         that calendar year. The "Adjustment Factor" for a particular Royalty
         Period in a calendar year shall be: (*) for the first Royalty Period in
         a calendar year; (*) for the second Royalty Period in a calendar year;
         and (*) for the third Royalty Period in a calendar year.

         Royalties payable on the Net Sales occurring in a particular Royalty
         Period in the calendar year shall be calculated by multiplying the
         applicable royalty rate, determined as above for such Royalty Period,
         to the total aggregate actual Net Sales that have accrued during the
         calendar year through the end of the Royalty Period, and (if such
         Royalty Period is any other than the first Royalty Period in the
         calendar year) subtracting from such total royalty amount the amount of
         royalty (if any) actually paid by Vivus for the Net Sales occurring in
         the earlier Royalty Periods of such calendar year. If any of the
         foregoing royalty calculations and payments results in a net
         overpayment of royalties for the calendar year, then FemPharm shall
         refund the overpayment to Vivus within forty five (45) days after
         Vivus' request.

         An example of the calculation of royalties is provided in Annexure G.

4.2      ROYALTY REDUCTION

         The royalty rate applicable under Section 4.1 to Net Sales from the
         sale of a Product will be reduced by (*) per cent (* %) upon the
         expiration, cancellation, invalidation, abandonment, termination,
         disclaimer, or unenforceability of the last Valid Claim in the FemPharm
         Patents that would, absent a license, be infringed by the sale or use
         of such Product in the Territory in the Field. Further, with respect to
         a particular Product, if there otherwise is no Valid Claim in the
         FemPharm Patents that would, absent a license, be

                                       29
<PAGE>

         infringed by the sale or use of such Product in the Territory in the
         Field, then the royalty rate applicable under Section 4.1 to the Net
         Sales from the sale of such Product shall be (*) percent (* %) of the
         royalties set forth in Section 4.1, unless and until such a Valid Claim
         issues, after which point the rate shall be as set forth in Section 4.1
         until the preceding sentence applies.

4.3      THIRD PARTY ROYALTIES

         If Vivus or its Affiliate or sublicensee pays royalties to a third
         party under a patent license that is necessary in order to make, use,
         import, or sell a Product in the Territory, which royalties are based
         on net sales of such product, then Vivus shall have the right to credit
         (*) percent (* %) of such payments against the amounts payable by Vivus
         under this Section 3 and Section 4, provided that the royalty payable
         to FemPharm under this Section 4 shall not be so reduced by more than
         (*) percent (* %). As used in this Section, a license is "necessary" if
         it is reasonable to obtain the license in light of the risk of
         infringement. If FemPharm disagrees with Vivus' assertion, under this
         Section, that a particular license is so necessary, then the Parties
         will proceed under Section 15.11 to resolve the issue. Notwithstanding
         the foregoing, if Vivus or its sublicensee adds to the Product a
         component or feature comprising such technology, and Vivus or its
         sublicensee must pay royalties for third party patent rights covering
         such component or feature, such royalties shall not be offset under
         this Section 4.3 against royalties owed to FemPharm, unless the
         component or feature is, at the time added, necessary to make the
         Product approvable or commercially viable. As to any license that Vivus
         may believe is desirable to enter into with respect to a Product, other
         than those for which royalties may be offset in accordance with the
         foregoing, if Vivus so requests the Parties will discuss such license
         and the possibility of FemPharm sharing some part of the costs of such
         license.

4.4      ONE ROYALTY; SAMPLES AND DONATIONS

         One royalty shall be payable for each Product sold under this
         Agreement. No royalties shall be due upon the sale or other transfer of
         Product among Vivus, its

                                       30
<PAGE>

         Affiliates and sublicensees, but in such cases the royalty shall be due
         and calculated upon Vivus', its Affiliate's or sublicensee's Net Sales
         to the first independent third party, or commercial use of such Product
         by Vivus, the Affiliate, or the sublicensee for profit to treat
         patients in the ordinary course of its business (in which case "Net
         Sales" for such use shall be deemed to be the average Net Sales for
         such Product when sold to third parties in the same royalty period in
         the Territory). No royalties shall accrue on the disposition of Product
         by Vivus or its Affiliates or sublicensees in reasonable quantities
         which are (i) used in clinical trials, (ii) distributed as samples
         (promotion or otherwise), or (iii) distributed as donations solely for
         charitable purpose (I.E., without charge).

4.5      ACCRUAL AND PAYMENT OF ROYALTIES; ROYALTY TERM

         The royalties owed under this Section 4 accrue on the sale or transfer
         of the Product, and all royalties that accrue in respect of the Net
         Sales in a particular Royalty Period:

          (a)  if the Territory includes any country outside the United States
               of America, will be calculated, on a country by country basis,
               after conversion (based on exchange rate as set forth in Section
               4.10 below) into U.S. dollars; and

          (b)  will be paid in U.S. dollars no later than the date that the
               royalty report for that Royalty Period is to be provided pursuant
               to Section 4.7.

         Royalties shall accrue on sales of Products commencing on the date of
         First Commercial Sale of the first Product hereunder and continuing
         only until the latest to occur of the following: (i) expiration,
         cancellation, invalidation, abandonment, termination, disclaimer, or
         unenforceability of the last Valid Claim in the FemPharm Patents that
         covers the sale of the Product, or its use, in the Territory; or (ii)
         twelve (12) years from the date of such First Commercial Sale, or (iii)
         on a Product by Product basis, the date there no longer is any
         substantial trade secret of FemPharm or its Affiliate embodied in the
         applicable Product which is a trade secret of FemPharm or its Affiliate
         at the time of the sale.

                                       31
<PAGE>

4.6      LATE PAYMENT OF ROYALTIES

         If Vivus fails to pay royalties within the time specified in Section
         4.5, Vivus will pay to FemPharm interest on the amount of royalties
         which were not timely paid from the date upon which they became owing
         until the date of payment at (*) percent (* %) above the Prime Rate as
         quoted in the Wall Street Journal, calculated on a daily basis and
         payable on demand.

4.7      ROYALTY REPORT

         Vivus will submit to FemPharm no later than forty five (45) days after
         the end of each Royalty Period during the term of this Agreement a
         report stating:

          (a)  the total amount of invoiced sales of the Product, (on a country
               by country basis if the Territory includes any country outside
               the United States of America);

          (b)  the calculation of Net Sales (in each country if the Territory
               includes any country outside the United States of America), based
               on such sales, including a description of the deductions used to
               calculate such Net Sales; and

          (c)  if the Territory includes any country outside the United States
               of America, the calculation of royalties owed based on such Net
               Sales, on a country by country basis during that Royalty Period,
               after conversion of such Net Sales into U.S. Dollars as per
               Section 4.11.

4.8      VERIFICATION OF ROYALTY STATEMENT

         FemPharm may at its cost have any report referred to in Section 4.7
         verified as set forth below by a reputable firm of chartered
         accountants or certified public accountants nominated by FemPharm, and
         reasonably acceptable to Vivus, provided FemPharm completes such
         verification within thirty-six (36) months of the end of the Royalty
         Period to which the verification is to relate. Upon not less than ten
         (10) Business Days' prior written notice given by FemPharm to Vivus,
         Vivus will provide the accountants with access during Vivus' (or its
         Affiliates' or, to the extent Vivus has the right to do so,

                                       32
<PAGE>

         sublicensee's, as applicable) normal business hours to the revenue and
         sales records of Vivus, its Affiliates and (to the extent Vivus has the
         right to do so) sublicensees sufficient for the purposes of verifying
         the reports referred to in Section 4.7 and for the purpose of verifying
         the amount of royalties paid to FemPharm. To the extent that Vivus does
         not have the right to grant to FemPharm the right to audit the books
         and records of its sublicensees, Vivus will use reasonable, diligent
         efforts to obtain for itself such rights and, at the request of
         FemPharm, agree to exercise its audit rights with respect to such
         sublicensees and provide the results of such audit to FemPharm pursuant
         to this Section 4.8. Vivus, the Affiliate or sublicensee, as the case
         may be, may request that, at its expense, a representative or agent
         familiar with its record keeping systems be present at the audit to
         assist in the audit. Such audits will be at the expense of FemPharm,
         except that if such audit establishes that the amount owed by Vivus for
         the audited period exceeds the amount actually paid by more than (*),
         then Vivus will pay FemPharm's actual out of pocket costs of such
         audit.

4.9      NON-DISCLOSURE BY ACCOUNTANT

         The accountants appointed under Section 4.8 are not authorised to, and
         will not, disclose to FemPharm any information other than the accuracy
         or inaccuracy of the amounts to be verified and will be required to
         execute a reasonable confidentiality agreement with Vivus and/or the
         sublicensee or Affiliate, as applicable.

4.10     STATEMENT ERRORS

         Should it be established from any report and verification referred to
         in Sections 4.7 and 4.8 that the royalties which should have been paid
         in respect of any Royalty Period to which the report and verification
         relates are more or less than the royalties actually paid then the
         difference will be remitted within ten (10) Business Days:

          (a)  to FemPharm (in the case of the royalty paid being less than that
               which should have been paid);

                                       33
<PAGE>

          (b)  to Vivus (in the case of the royalty paid being more than that
               which should have been paid).

4.11     CURRENCY CONVERSION

         If the Territory includes any country outside the United States of
         America, all Net Sales resulting from sales of the Product in countries
         other than the United States of America will be converted into United
         States dollars for purposes of calculating royalties owed under this
         Article 4, by using the arithmetic average of the currency exchange
         rates quoted on each of the last ten (10) Business Days during the
         applicable Royalty Period in the Wall Street Journal (East Coast
         Edition). All payments by Vivus hereunder shall be made in US dollars.

4.12     WITHHOLDING TAXES

         If any taxes, withholding or otherwise, are levied by any taxing
         authority in connection with the accrual or payment of royalties or
         other amounts payable under this Agreement and are obliged to be paid
         or deducted by Vivus then:

          (a)  Vivus will pay such taxes to such taxing authority on behalf of
               FemPharm; and

          (b)  Vivus will remit to FemPharm in full satisfaction of its royalty
               obligations under this Agreement the net amount after reduction
               by the amount of such taxes; and

          (c)  Vivus will deliver to FemPharm promptly following payment written
               evidence of such payment and such other related documentation
               that FemPharm may reasonably require.

5.       CLINICAL DEVELOPMENT
--------------------------------------------------------------------------------
5.1      OVERVIEW OF DEVELOPMENT

         The Parties intend to work cooperatively to pursue development of the
         Product in order to obtain regulatory approval for the use of the
         Product in the Field in the Territory, using commercially reasonable,
         diligent efforts in accordance with and subject to the terms of this
         Agreement.

                                       34
<PAGE>

5.2      TRANSFER OF TECHNICAL INFORMATION

         Within sixty (60) days after the Effective Date, FemPharm shall
         transfer to Vivus without charge copies of all existing Licensed
         Know-How, including (to the extent existing) (i) copies of all
         Regulatory Materials and other Know-How developed or acquired in
         connection with any clinical or pre-clinical development in connection
         with, or directly applicable to, a Product in the Field, whether
         developed or acquired by FemPharm, any Acrux Controlled Affiliate, or
         others working under authority of such entities; and (ii) copies of all
         material Know-How relating to or used in connection with, or relevant
         to, the manufacturing of Products by FemPharm, any Acrux Controlled
         Affiliate, or others, including, such Know-How as generated or used
         during process development, stability studies, formulation development,
         scale up of manufacturing, production of preclinical and clinical
         product batches, validation studies, development of quality
         assurance/quality control testing, process controls for Products in the
         Field, and related regulatory affairs (all to the extent relating to
         Products in the Field); and all Know-How contained in the DMF or in the
         CMC section of any IND or NDA (or their counterparts in other
         countries) with respect to Products in the Field. Thereafter during the
         term of this Agreement, upon request of Vivus, FemPharm shall transfer
         to Vivus without charge copies of all such previously undisclosed
         Licensed Know-How, if any, including that developed or acquired after
         the Effective Date, and shall use all reasonable efforts to enable and
         assist Vivus in understanding and implementing the Licensed Know-How.
         FemPharm and the Acrux Controlled Affiliates shall use good faith,
         diligent efforts to obtain from each of their other licensees the right
         to disclose to Vivus, its Affiliates and their sublicensees, Know-How
         and Regulatory Materials that are relevant to, or useful for, Products.
         In addition, if requested by Vivus and at Vivus' expense for actual
         reasonable internal time of FemPharm or its Affiliate's time (billed at
         (*)% the applicable employee's salary and benefits), FemPharm shall
         generate and provide to Vivus reasonably promptly a report describing
         in reasonable detail (according to an agreed format) all research and
         development conducted or completed by or under authority of any of
         FemPharm and the Acrux Controlled Affiliates, and the results thereof,
         with respect to MDTS products involving the delivery of Estradiol.

                                       35
<PAGE>

5.3      DEVELOPMENT RESPONSIBILITIES

         Except as otherwise determined by the Parties, Vivus will be solely
         responsible for conducting, at its own expense, all activities relating
         to the clinical development, regulatory approval and commercialization
         of the Product in the Territory, using diligent, commercially
         reasonable efforts, provided that both Parties will use such efforts to
         perform their responsibilities to achieve the targets set forth in the
         Development Plan. Vivus will pay to Fempharm, prior to the beginning of
         a calendar quarter, an amount equal to the FemPharm expenses in the
         approved budget in the Development Plan for such quarter, including
         payments to third parties and fully burdened FTE costs of labour
         associated with work at FemPharm and its Affiliates pursuant to this
         Agreement ((*)% of salary and benefits, plus any out of pocket expenses
         provided for in the Development Plan). FemPharm will maintain
         reasonably detailed records of the time expended and work performed in
         the development and will provide copies and a summery of such records,
         and a reconciliation of expenditures, for each such quarter to Vivus
         within fifteen (15) Business Days of the end of the quarter. The actual
         expenditure versus budget for the previous quarter will be reconciled
         in the payment from Vivus to Acrux for the following quarter or
         refunded to Vivus, as Vivus requests. Vivus shall not be required to
         reimburse any cost or expenses, other than those set forth in the
         Development Plan, except to the extent approved by Vivus in advance in
         writing. Vivus shall not be required to develop more than one Product
         at a time, and shall have no obligation to develop another Product in
         the Territory after a marketing approval of a Product in the Field has
         been obtained in the Territory.

5.4      DEVELOPMENT COMMITTEE

         Within thirty (30) days of the Effective Date, the Parties will
         establish a committee to review and discuss the development of the
         Product (the "Development Committee"),

                                       36
<PAGE>

         comprising two (2) members of FemPharm's (or the Acrux Controlled
         Affiliate's) staff nominated by FemPharm and two (2) members of Vivus'
         staff nominated by Vivus. At least one member appointed by each Party
         shall have appropriate technical credentials, experience and knowledge
         and ongoing familiarity with, in the case of Vivus, the development
         under this Agreement and, in the case of FemPharm, any pre-clinical and
         clinical development of Product by FemPharm or the Acrux Controlled
         Affiliate, as well as the Licensed Intellectual Property and the
         development and use thereof. If relevant Product development is being
         performed by an Acrux Controlled Affiliate, then Vivus shall have the
         right to require that at least one of FemPharm's members be an employee
         of the Acrux Controlled Affiliate who is involved in such development
         or, in the alternative, to require that such an employee otherwise
         attend the Development Committee meetings. Each Party will give the
         other written notification concerning its staff members who are
         nominated to serve on the Development Committee. Subject to the
         foregoing, either Party may replace any of its members on the
         Development Committee by written notice. Additionally, Vivus shall be
         entitled to have representatives of its sublicensees attend the
         meetings as it considers appropriate. The Development Committee is
         responsible for review and approval of the Development Planand is
         additionally intended to provide a forum to:

          (a)  Enable Vivus to obtain scientific, clinical and regulatory input
               and data from FemPharm relating to development of the Product in
               the Territory, including with respect to work that each Party has
               performed in accordance with the Development Plan, and to keep
               Vivus informed regarding the work of FemPharm and the Acrux
               Controlled Affiliates related to Product;

          (b)  keep FemPharm reasonably apprised of the progress and results of,
               and planned activities related to, development of Products in the
               Field in the Territory under the Development Plan, sufficient for
               FemPharm to understand the general status of the development
               under the Development Plan and nature of any significant issues
               that Vivus has encountered that have caused Vivus to fail to meet

                                       37
<PAGE>

               the schedule targeted in the Development Plan, and to review and
               approve, as appropriate, the Development Plans proposed by Vivus;

          (c)  evaluate the markets of the Product for use in the Field in
               relation to the development strategy for the Product, and adjust
               the Development Plan appropriately based thereon; and

          (d)  foster a cooperative relationship between the Parties regarding
               activities under this Agreement and the other activities of
               FemPharm and the Acrux Controlled Affiliates with respect to
               Product.

         To the extent requested by the Steering Committee, the Development
         Committee will keep the Steering Committee informed about the status of
         the activities conducted by the Development Committee pursuant to this
         Agreement. The Development Committee will refer all matters that are to
         be decided by the Development Committee, but for which agreement cannot
         be reached by the Development Committee, to the Steering Committee for
         the Steering Committee's review and final decision on such matters. The
         Development Committee will establish rules for its operation. After
         marketing approval of a Product is obtained, the Development Committee
         shall not be required to meet if there is no significant Product
         development by Vivus to discuss at the applicable time.

5.5      DEVELOPMENT PLANS

         The development of the Product will be conducted by the Parties, each
         using diligent, commercially reasonable efforts to perform its
         responsibilities set forth in the Development Plan. The Parties expect
         that an initial Development Plan will be appended to the Agreement as
         annexure A within one hundred eighty (180) days after the Effective
         Date, reflecting the Parties' understanding and intent at such time of
         the planned Product development activities in the Territory for the
         remainder of then current calendar year (and if mutually desired at the
         time, the following calendar year). The Development Plans proposed by
         Vivus will be reviewed and approved by the Development Committee from
         time to time as appropriate. On an annual basis commencing in the final
         calendar year covered by the initial Development Plan (no later than
         October 15 of each year),

                                       38
<PAGE>

         Vivus will prepare and submit to the Development Committee for approval
         a reasonably detailed Development Plan outlining development
         responsibilities for the Product for the upcoming calendar year, it
         being agreed that Vivus may propose updates and revisions to the
         Development Plan more often as Vivus considers appropriate. After
         reviewing the proposal and discussing the development efforts to date,
         the Development Committee will consider changes to and amend the
         Development Plan to reflect revised regulatory and development
         activities designed to meet the goal of obtaining regulatory approval
         for the Product in the Territory in a commercially reasonable time
         frame based on the use of diligent, commercially reasonable efforts by
         Vivus to perform the development. Notwithstanding the foregoing, no
         Development Plan shall be required after marketing approval of a
         Product is obtained except to the extent required by the Development
         Committee.

5.6      BUDGETS

         The Development Committee will prepare and include in the Development
         Plans, a budget that sets forth the estimated costs and expenses
         (including fully-burdened internal labor costs, as described in Section
         5.3 above) that are budgeted to be incurred by FemPharm in conducting
         its responsibilities, if any, for Product development under the
         Development Plan. Each updated Development Plan will include an updated
         budget for FemPharm's responsibilities, if any, to be approved by the
         Development Committee. Vivus shall not be required to reimburse any
         costs or expenses other than those budgeted, unless agreed in advance
         in writing. Each Party shall bear its own costs and expenses associated
         with Committee meetings.

5.7      STEERING COMMITTEE

         Within thirty (30) days of the Effective Date, the Parties will
         establish a steering committee (the "Steering Committee"), comprising
         of one (1) member selected by FemPharm from its senior executives and
         one (1) member selected by Vivus from its senior executives; each
         having responsibility at the respective Party for development of
         Product. Each Party will give the other written notification concerning
         its executive

                                       39
<PAGE>

         nominated to serve on the Steering Committee. Either Party may replace
         its member on the Steering Committee with an equivalent senior
         executive by providing written notice of the change to the other Party.
         A member of the Steering Committee cannot simultaneously serve as a
         member of the Development Committee, provided that membership in the
         steering committee or development committee under the Testosterone
         Agreement shall not preclude membership in either the Steering
         Committee or the Development Committee hereunder (and vice versa). The
         Steering Committee will be responsible for resolving issues upon which
         the Development Committee has been unable to reach agreement and for
         serving as the initial means for discussing and seeking to resolve any
         issues or disputes between the Parties arising under this Agreement.
         Members of the Steering Committee will consult with members of the
         Development Committee, as they consider necessary, when resolving such
         issues and disputes and the decision of the Steering Committee binds
         the Development Committee.

5.8      FINAL DECISION

         If the Steering Committee has been unable to reach agreement on any
         issue or matter after diligent discussions, or if such discussions have
         not occurred due to unreasonable delay by FemPharm's representative,
         then the issue will be referred to Vivus to determine the issue, except
         as otherwise provided below. Vivus must consider the issue, having
         considered the views put forward by the Development Committee and the
         Steering Committee. Vivus' decision is final and binding on the Parties
         and the Committees in respect of each such issue and matter, provided
         that the foregoing does not permit Vivus to amend the terms of this
         Agreement, or change the Outside Dates, or otherwise impose an
         obligation on FemPharm, without FemPharm's written consent.

5.9      PROCEDURES OF COMMITTEES

         Each Party will provide the other Party in writing with the name,
         title, e-mail address, telephone number and facsimile number of its
         nominees to each Committee. The Development Committee will meet
         semi-annually during the term of the Development Plan, and more often
         as mutually agreed. The Steering Committee will meet as needed to

                                       40
<PAGE>

         resolve disputes and issues, promptly on the good faith request of
         either Party. All Committee meetings will be at such times agreed to by
         FemPharm and Vivus and will be in person or by telephone or video
         conference.

5.10     DECISIONS OF COMMITTEES

         A quorum of the Development Committee at a meeting is two (2)
         representatives of each Party present at such meeting in person or by
         telephone or videoconference. A quorum of the Steering Committee at a
         meeting is one (1) representative of each Party present at such meeting
         in person or by telephone or videoconference. A unanimous vote of the
         members of the Committee present (in person, by telephone or
         videoconference) at such meeting is required to take any action on
         behalf of the Committee. In particular, neither Committee may make a
         binding decision unless a quorum is present. Each Party shall use best
         efforts to cause a quorum to be present at each meeting. No decision of
         a Committee shall be considered binding upon either Party, except to
         the extent set forth in writing and signed by both Parties.
         Notwithstanding anything to the contrary, no approval of the
         Development Committee shall be required for the day to day development
         activities, which shall be controlled by Vivus or its designee.

5.11     CHAIRPERSONS - DEVELOPMENT COMMITTEE

         The chair of the Development Committee will be a Vivus member of the
         Development Committee. Except to the extent otherwise approved by the
         Development Committee, the chair will be responsible for preparing the
         timetable for the meetings, and for preparing the agendas, minutes and
         resolutions, communications with the Steering Committee and other
         communications regarding tasks assigned by the Development Committee.
         All drafts of minutes and resolutions must be approved by the members
         of the Development Committee at the next meeting. The chair does not
         have a second or deciding vote.

                                       41
<PAGE>

5.12     CHAIRPERSONS - STEERING COMMITTEE

         The chair of the Steering Committee will be Vivus' member of the
         Steering Committee. Except to the extent otherwise approved by the
         Steering Committee, the chair will be responsible for preparing the
         timetable for the meetings, and for preparing the agendas, minutes and
         resolutions, communications with the Development Committee and other
         communications regarding tasks assigned by the Steering Committee. All
         drafts of minutes and resolutions must be approved by the members of
         the Steering Committee at the next meeting. The chair does not have a
         second or deciding vote.

5.13     MINUTES AND REPORTS

         Each Committee will be responsible for keeping accurate minutes of its
         deliberations or discussions that record all proposed decisions and all
         actions recommended or taken. The chair will provide the Parties with
         the approved minutes of each meeting promptly after approval and, in
         the case of the Development Committee, a written accompanying report
         summarizing, in reasonable detail, the discussions of the Development
         Committee concerning: the status of the Development Plan, of the work
         and progress to date, any issues requiring resolution, and any
         decisions by the Development Committee. All records made by each
         Committee will be available to both Parties.

5.14     GLOBAL DEVELOPMENT COMMITTEE

         At such time as any pre-clinical or clinical development is undertaken
         by or under authority of FemPharm or any Acrux Controlled Affiliates
         anywhere in the world (outside of the Territory) for a Product within
         the Field, the Parties shall establish a joint committee among Vivus,
         FemPharm (and/or the Acrux Controlled Affiliate, as the case may be)
         and any Additional Partner(s) to discuss and coordinate such
         development of such Product (the "Global Development Committee"). To
         the extent there are no Additional Partners, and meetings of the
         Development Committee are ongoing at the time, the function of the
         Global Development Committee set forth in this Section 5.14 shall be
         handled by the members of the Development Committee. The primary role
         of such Global Development Committee shall be to provide a forum for
         communication

                                       42
<PAGE>

         between Vivus, FemPharm (and/or an Acrux Controlled Affiliate(s), as
         the case may be) and any Additional Partner(s) with respect to
         activities related to the ongoing preclinical and clinical development
         of Products in the Field, other than the work under the Development
         Plan under this Agreement. FemPharm, the Acrux Controlled Affiliates,
         Vivus, and each Additional Partner having rights to Product in the
         Field shall each have at least two (2) representatives on such Global
         Development Committee. Each member of the Global Development Committee
         shall keep the other members fully informed in English (subject to
         Section 5.15) as to the ongoing preclinical and clinical development
         of, and regulatory activities with respect to, such Products in the
         Field. It is understood and agreed, however, that formal approval of
         such Global Development Committee shall not be required for any such
         activities. The Global Development Committee shall meet no less
         frequently than twice each calendar year, or as otherwise agreed by the
         Parties, until the termination or expiration of this Agreement and each
         of Vivus, FemPharm, Acrux Controlled Affiliates, and any Additional
         Parties shall give a full report in English (subject to Section 5.15)
         at each such meeting of activities relating to the particular Products
         to which such Party, the Controlled Affiliate, Acrux Controlled
         Affiliate or Additional Partner has rights and that is undergoing
         preclinical or clinical development in the Field. Additional Partners
         will participate in such meeting only with respect to Products for
         which they have rights in the Field.

5.15     NO OBLIGATION TO TRANSLATE

         It is understood and agreed that any documents to be provided by
         FemPharm, an Acrux Controlled Affiliate, Vivus, or Additional Partner
         under Section 5.14 may be provided in the language in which such
         documents exist, and FemPharm, the Acrux Controlled Affiliate, Vivus,
         and the Additional Partners shall not be obligated to provide
         translations of such documents (except to the extent such translation
         has already been prepared).

5.16     INFORMATION AND RESULTS

         Except as otherwise agreed by FemPharm in writing, Vivus shall make
         available and disclose to FemPharm, no less often than once every six
         (6) months, in the form selected

                                       43
<PAGE>

         by Vivus and reasonably acceptable to Vivus, and to the extent not
         previously disclosed, all patient results from Clinical Trials by Vivus
         or its Affiliate on Products under this Agreement and all Regulatory
         Materials prepared by Vivus or its Affiliate, including any NDA filed
         by Vivus or its Affiliate with the FDA for a Product under this
         Agreement. It is understood that inadvertent failure to disclose any of
         the foregoing information will not be deemed a breach, provided that
         Vivus makes the disclosure of such information promptly after becoming
         aware that such information has not been disclosed. To the extent Vivus
         has the right to provide such patient results from the Clinical Trials
         by its sublicensees on Products under this Agreement, Vivus will also
         make such results available in the manner described above. Vivus agrees
         to use good faith, diligent efforts to obtain such rights from its
         sublicensee. If the NDA is filed by a sublicensee Vivus, Vivus will use
         good faith, diligent efforts to obtain the right to disclose the NDA to
         FemPharm. As between Vivus and FemPharm, each Party will own all
         results and data that it generates, subject to any licenses granted
         under this Agreement to the other Party. In particular, as between
         Vivus and FemPharm, Vivus will own all clinical data and results of
         testing Product generated by Vivus under this Agreement (the "Data").
         FemPharm and its Affiliates have the right to use all Data required to
         be delivered by Vivus solely in developing and seeking regulatory
         approval of a Product in the Field in Australia and New Zealand, and no
         Data, Regulatory Materials, or other Know-How provided by Vivus shall
         be used for any other purpose, such as without limitation for purposes
         of development or marketing approval for a country other than New
         Zealand and Australia, except as otherwise agreed by the Parties in a
         separate writing. Such Know-How will be disclosed to licensees of
         FemPharm and the Acrux Controlled Affiliates for Australia or New
         Zealand only to the extent the licensee provides equivalent disclosure
         to Vivus and Vivus' sublicensees.

5.17     PRODUCT FAILURE

          (a)  Technology Failures. In the event the Product experiences
               significant technical issues that arise out of or relate to the
               MDTS system, including failure of the MDTS system to deliver
               Estradiol, or another Estrogen added to the Field in

                                       44
<PAGE>

               accordance with this Agreement, in a manner suitable for
               development or commercialization of a Product in the Field and
               Territory, inadequate physical or chemical stability of any
               portion of the MDTS system, issues arising out of any Acrux
               Penetration Enhancer or any other formulation developed by
               FemPharm and used in an MDTS system, or other issues that
               significantly impact the efficacy, toxicity, safety, or ability
               to obtain approval, then, to the extent that Vivus reasonably
               concludes that the issue would likely prevent the approval of the
               Product in the Field and Territory by the FDA or other
               appropriate regulatory authority or cause the Product to not be
               commercially viable, Vivus shall have the right, subject to the
               terms of Section 5.17(b) below, to select for addition to the
               Field, and development and commercialization in the Territory
               under this Agreement as an alternate Product, an alternate
               Estrogen (excluding any Estrogen (other than a Restricted
               Estrogen) for which FemPharm or its Affiliate has commenced
               Clinical Trials, or which FemPharm or its Affiliate has licensed
               to a non-Affiliate third party in a fully arms length
               transaction, in conformance with Section 2.5(b)) or alternate
               configuration of the MDTS technology.

          (b)  Upon selection by Vivus of an alternate Product pursuant to
               Section 5.17(a) above, development and commercialization of the
               selected Product shall be in accordance with the terms of this
               Agreement, including the same milestone payments and, if the
               alternate Product is based upon another Estrogen, no greater
               royalties than those set forth in Article 4, except that (i)
               Vivus shall not be required to pay under Section 3.2 any
               milestone payments for achieving a milestone for which a
               milestone payment previously was made for a Product, and (ii) the
               Parties shall discuss in good faith and agree on new, appropriate
               diligence milestones dates in Section 6.2 for such alternate
               Product. If Vivus does not select such alternate Product within
               90 days of Vivus concluding that the issue will prevent the
               original Product from being approved or commercially viable, then
               the Agreement shall terminate under Article 14, with the effects
               of such termination being the same as if terminated by Vivus
               under Section 14.3(d).

                                       45
<PAGE>

5.18     SUBCONTRACTS

         Subject to the provisions of this Agreement, Vivus may subcontract to
         third parties portions of the Development Plan to be performed by
         Vivus, provided Vivus agrees to keep the Development Committee
         reasonably informed of any contract research organizations or other
         contractors hired by Vivus, and provided further that such
         subcontractors are subject to confidentiality provisions consistent
         with the terms of this Agreement, and that Vivus remains responsible
         for all work performed by such subcontractors.

5.19     CLINICAL PRODUCT SUPPLY

         Except as otherwise provided in this Agreement, as between the Parties,
         Vivus is solely responsible for all manufacturing of its requirements
         of the Product for use in development throughout the Territory. Vivus
         will use diligent, reasonable efforts to manufacture, or to have its
         designee manufacture, sufficient quantities of the Product meeting all
         applicable specifications and legal requirements in a timely manner for
         use in conducting the development of the Product in the Territory
         pursuant to the Development Plan.

6.       DILIGENCE OBLIGATIONS
--------------------------------------------------------------------------------
6.1      PRODUCT DEVELOPMENT DILIGENCE OBLIGATIONS

         Each Party will use diligent, commercially reasonable efforts to
         perform all the tasks and responsibilities assigned to it in the
         Development Plan in accordance with the development schedule set forth
         in the Development Plan, in an effort to obtain all necessary
         regulatory approvals in the Territory. If Vivus knows that it will be
         unable to meet any timeline or milestone date set out in the
         Development Plan, then it will bring the matter to the attention of
         FemPharm at the next Development Committee meeting or, if Vivus
         reasonably concludes that the delay is caused by a significant issue
         that is likely, unless it can be addressed by additional work, to
         prevent the Product from being approved by the FDA, as soon as
         reasonably practicable. The Development Committee

                                       46
<PAGE>

         will discuss in good faith the causes of any such delays and Vivus'
         suggested courses of action to complete the subject tasks and determine
         whether to return the Product development program to the schedule in
         the Development Plan or to reasonably adjust the schedule. In such
         process, the Development Committee shall extend reasonably the timeline
         or milestone dates in the Development Plan unless the delay was a
         result of a material breach by Vivus of its obligation to use diligent,
         commercially reasonable efforts in the development of the Product.

6.2      DILIGENCE PAYMENT FOR DEVELOPMENT DELAYS

         If Vivus (including its Affiliates and sub-licensees) does not achieve
         the milestone event listed in Section 3.2(a) by its Outside Date (as
         defined below), then within ten (10) Business Days after the end of
         each full month of delay after the applicable Outside Date, Vivus will
         pay to FemPharm (*) percent (* %) of the milestone payment associated
         with the delayed event, until the corresponding milestone payment is
         paid in full, either as a result of meeting the milestone or as a
         result of such diligence payments. As used herein, "Outside Date" means
         with respect to the Section 3.2(a) milestone (*). To the extent any
         diligence payments are made under this Section 6.2, and the milestone
         is achieved before the corresponding milestone payment has been paid in
         full, then upon achieving the milestone Vivus shall pay the amount of
         the milestone payment, reduced by the amount of payments for that
         milestone made under this Section 6.2. If the Section 3.2(a) milestone
         payment is paid in full as a result of this Section 6.2, then such
         payment will be deemed to satisfy the payment obligation under Section
         3.2(a), and no further payment shall be due or payable as a result of
         completion of the particular milestone by any Product. However, if
         Vivus' inability to meet a milestone event by the applicable Outside
         Date is caused by delays outside of Vivus' reasonable control, that are
         circumstances described in subsection (a)-(d) below, then the Parties
         will meet and agree on reasonable adjustment to the Outside Date to
         accommodate such delays, provided that Vivus has used diligent,
         commercially reasonable efforts to meet the milestone events. The fact
         that payments become due or payable under this Section 6.2 shall not,
         itself, necessarily mean or suggest that there has been a lack of
         diligence by Vivus. For purposes of this Section 6.2, delays due to the
         following matters will be considered outside of Vivus' control:

                                       47
<PAGE>

          (a)  a change in the specifications of the Product, or in the planned
               development of the Product, required by the FDA or other
               regulatory authority due to the medical, regulatory or scientific
               attributes of the Product, that necessitates additional
               development effort beyond that set forth in the Development Plan
               or contemplated when establishing the schedule in the Development
               Plan;

          (b)  other delays in development caused by the FDA, or other
               regulatory authority, that were reasonably unanticipated by
               Vivus; or

          (c)  delays caused by FemPharm not conducting its responsibilities as
               set out in the Development Plan in a timely manner.

          (d)  Additional clinical development work required or necessary for
               approval in USA to be conducted due to new findings from the
               Women's Health Initiative Study or failure of the studies
               conducted under the Development Plan to show sufficient levels of
               efficacy or safety, or the data is otherwise equivocal.

6.3      REVERSION FOR FAILURE OF DILIGENCE.

         If at any time prior to achieving regulatory approval of the Product
         Vivus fails to use, and/or to continue using, diligent, commercially
         reasonable efforts to develop the Product in the Territory during the
         term of the Agreement, then FemPharm may give Vivus written notice of
         such failure of diligence. If Vivus does not commence within ninety
         (90) days of such notice using diligent, commercially reasonable
         efforts to develop Product in the Territory, then FemPharm may no later
         than ninety (90) days after such failure provide the notice of
         termination of this Agreement, including the license and other rights
         granted to Vivus, under Section 14.2(a), but only if such failure
         constitutes a material breach of this Agreement by Vivus, and subject
         to Section 15.10.

                                       48
<PAGE>

7.       REGULATORY MATTERS
--------------------------------------------------------------------------------
7.1      REGULATORY MATERIALS

          (a)  Vivus is solely responsible for preparing and filing all
               Regulatory Materials for the development of the Product in the
               Territory except as otherwise set forth in this Agreement,
               including carrying out all registration and approval procedures
               necessary to comply with all appropriate laws and regulations
               relating to the manufacture, packaging, import, promotion,
               advertising and sale of the Product in the Territory. All costs
               incurred by Vivus with respect to such registrations and
               approvals will be borne by Vivus. FemPharm has the right to
               review and comment on all such Regulatory Materials prepared by
               Vivus, including application for registration and regulatory
               approval, (to the extent disclosure of same does not violate
               confidentiality obligations) and to the extent reasonably
               practicable Vivus will consider all such comments provided to
               Vivus in advance of filing. Vivus will use good faith efforts to
               obtain for FemPharm the right to so comment on Regulatory
               Materials from Product of Vivus' sublicensees under the Licensed
               Intellectual Property. Similarly, Vivus has the right to review
               and comment on all Regulatory Materials for Product developed by
               or under authority of FemPharm or an Acrux Controlled Affiliate
               in the Field outside the Territory (to the extent disclosure of
               same does not violate confidentiality obligations, subject to the
               following), and FemPharm, the Acrux Controlled Affiliate, or
               licensee, as the case may be, shall provide Vivus with a
               reasonable opportunity to provide comments and consider all of
               Vivus' comments provided to FemPharm in advance of filing to the
               extent reasonably practicable.

          (b)  FemPharm and its Affiliates and licensees (subject to the last
               sentence of Section 5.16) have a right of reference (at no cost
               to them) to the NDA and other Regulatory Materials filed by Vivus
               for the Product in the Field and Territory, which right of
               reference shall be solely for Australia and New Zealand as part
               of the development, approval and commercialisation of the Product
               in the Field for such countries, and such Regulatory Materials
               shall not be referenced by or under

                                       49
<PAGE>

               authority of FemPharm or any Acrux Controlled Affiliate for any
               other country or Product. FemPharm is solely responsible for
               carrying out all of its registration and approval procedures
               necessary to comply with all appropriate laws and regulations
               relating to the manufacture, packaging, import, promotion,
               advertising and sale of such Product in the Field in Australia
               and New Zealand. Without limiting the other terms of this
               Agreement, each Party will provide the other Party (at no cost to
               such other Party) with reasonable telephone support to respond to
               such other Party's questions regarding the Regulatory Materials
               and supporting materials that it is required to disclose under
               this Agreement.

7.2      RELATIONSHIP WITH REGULATORY AUTHORITIES

         Vivus, as the sponsor of the Regulatory Materials for the Product in
         the Territory, has sole responsibility for interacting with all
         regulatory authorities in the Territory with respect to the Product in
         the Field, including meetings with such regulatory authorities, and
         responding to inquiries of and conducting other communications with
         such regulatory authorities, with regard to such Regulatory Materials
         or the Product. Vivus has sole authority and responsibility for all
         regulatory obligations regarding the Product in the Field in the
         Territory, including, but not limited to, the regulatory approval
         applications and registrations and related materials, all promotional
         materials, Product labeling, responding to medical inquiries, and
         Product complaints relating to the Territory, except as otherwise
         provided in this Agreement or the Development Plan, or determined by
         the Development Committee. Similarly, FemPharm, as the sponsor of its
         Regulatory Materials for the Product in the Field in Australia and New
         Zealand, has sole responsibility for interacting with all regulatory
         authorities in Australia and New Zealand with respect to its
         development of such Product in the Field for such countries, and for
         all such other regulatory obligations in its development of the Product
         in Australia and New Zealand. Each Party will provide the other Party
         with reasonable advance notice of, and any preparatory material for,
         any hearing before, or meeting with, any regulatory authority regarding
         the Product in such Party's territory (I.E., the Territory in the case
         of Vivus, and Australia and New Zealand in the case of FemPharm), and
         such other Party

                                       50
<PAGE>

         has the right to have two (2) of its employees attend such hearings or
         meetings at its own cost, to the extent the Party responsible for the
         meeting has the right to include them and is reasonably practicable
         under the circumstances. All such materials, and information learned in
         connection with such meeting or hearings, shall be treated as the
         Confidential Information of the Party disclosing the materials or
         conducting the meeting.

7.3      ADVERSE EVENTS AND COMPLAINTS REPORTING

         The Parties agree that appropriate reporting of adverse events and
         other safety data relating to the Product is critical. Specific details
         regarding the management of information of adverse events, medical
         inquiries and Product complaints related to the use of the Product in
         the Territory and outside will be delineated in a separate document, to
         be agreed to by the Parties within ninety (90) days after the Effective
         Date. The pharmacovigilance and product labeling representatives of
         each Party will work in good faith together to develop a document that
         identifies:

          (a)  which safety information will be exchanged;

          (b)  when such information will be exchanged;

          (c)  how the global safety database will be established;

          (d)  which Party will be obligated to obtain follow-up information on
               incomplete safety reports;

          (e)  which Party will review the literature for safety report
               information;

          (f)  which Party will prepare required periodic safety updates; and

          (g)  the identification of any other details required to appropriately
               manage safety information for the Product.

         Subject to any specific details of the above document, it is expected
         that Vivus will be responsible for pharmacovigilance, adverse reaction
         reporting and related matters for Products inside the Field in the
         Territory, and that FemPharm shall be responsible for

                                       51
<PAGE>

         pharmacovigilance, adverse reaction reporting and related matters for
         Products in the Field in all countries outside of the Territory. The
         Parties also agree to use good faith, reasonable efforts to reach
         agreement with any of their respective licensees (or sublicensees, as
         applicable) of Products in the Field to include such entities in the
         pharmacoviligance and related safety and adverse event reporting
         document discussed above.

8.       PRODUCT COMMERCIALIZATION
--------------------------------------------------------------------------------
8.1      OVERVIEW

         Vivus has the exclusive rights, subject to the terms of this Agreement,
         to promote, market, distribute and sell Product for use in the Field
         throughout the Territory, itself and/or through its Affiliates and
         sub-licensees.

8.2      COMMERCIALIZATION OBLIGATIONS

         Vivus hereby covenants and agrees with FemPharm, during the term of
         this Agreement commencing with regulatory approval of the NDA for the
         Product by the FDA in the Field and Territory (permitting marketing of
         the Product in the Territory), to:

          (a)  actively and diligently promote the sale of the Product using
               commercially reasonable efforts in the Territory;

          (b)  not, and to require that its Controlled Affiliates and
               sub-licensees do not, sell the Product licensed hereunder outside
               the Territory nor sell such Product to any person which it knows,
               or for which it has been provided reasonable documentation, is
               selling such Product outside the Territory, each to the extent
               set forth in Section 2.6; and

          (c)  provide for and maintain, or cause to be provided for and
               maintained, a sales organisation and a marketing program
               reasonably adequate and competent to promote, stimulate interest
               in, and sell the Product effectively in the Territory, for a
               commercially reasonable period of time after commercial launch.

                                       52
<PAGE>

Additionally, each Party hereby covenants and agrees, during the term of this
Agreement, to:

         (1)      use reasonable efforts to comply with all governmental and
                  municipal laws, regulations and requirements relating to the
                  manufacture, packaging, promotion, advertising, distribution
                  and sale of the Product;

         (2)      take out and maintain at its cost during the term of this
                  Agreement and for a reasonable period of time thereafter
                  whilst any liability may occur to such Party as a result of
                  its distribution of the Product, product liability insurance
                  in the name of such Party in respect of the manufacture,
                  distribution, sale, use and consumption of the Product by such
                  Party for an amount consistent with industry standard
                  practices and will duly and punctually pay all premiums in
                  respect of such insurance and provide evidence of such
                  insurance and payment of premiums to the other Party when so
                  requested; and

         (3)      not make any fraudulent misrepresentations in respect of the
                  quality or contents of the Product.

8.3      COMMERCIALIZATION PLANS

         No later than twelve (12) months prior to the expected launch of First
         Commercial Sales of the Product in the Territory, Vivus will provide to
         FemPharm a commercial launch plan (the "Commercial Launch Plan"), which
         will set forth in reasonable detail Vivus' actual plan and budget for
         the launch and initial marketing and promotion of the Product,
         including the trademarks to be used in such marketing. Such Commercial
         Launch Plan will include non-binding sales projections for the Product
         for at least two years from the planned First Commercial Sale. The form
         of the Commercial Launch Plan and the amount of detail included will be
         as established by the Steering Committee. For each full calendar after
         the First Commercial Sale, Vivus agrees to provide FemPharm, no later
         than February 1 of such calendar year, a report that describes in
         reasonable detail the marketing activities planned to be conducted by
         Vivus (or its Affiliate) for the Territory during the calendar year,
         and that sets forth the actual IMS (or related source) audited
         marketing data showing the actual marketing and promotional activities
         that were conducted by Vivus (or its Affiliate or licensee) in the
         Territory for the Product during the previous calendar year.

                                       53
<PAGE>

8.4      LAUNCH DILIGENCE

         Vivus (or its Affiliate or sub-licensee) will use diligent,
         commercially reasonable efforts to launch the Product for commercial
         sale in the Field in the Territory within six (6) months of obtaining
         regulatory approval of the Product in the Territory, and will expend
         such efforts and resources in launching and initial promotion and
         marketing of the Product in the Territory as are commercially
         reasonable.

8.5      MANUFACTURE IN TERRITORY

         Vivus is solely responsible for all manufacturing of its requirements
         of the Product for sale in the Field in the Territory. Vivus will use
         diligent, commercially reasonable efforts to meet market demand for the
         Product in the Territory.

8.6      SUPPLY OF PRODUCT TO FEMPHARM

         Vivus will agree to supply to FemPharm needed amounts of the Product
         (in final finished and packaged form, according to the specifications
         of Vivus in the Territory) for use by FemPharm in developing and
         commercializing Product in the Field in Australia and New Zealand under
         a mutually acceptable supply agreement on terms that are customary and
         reasonable. Such Product supplied by Vivus shall be used solely for
         FemPharm to develop and sell the Product in the Field in New Zealand
         and Australia. Vivus shall have no obligation to supply any Product
         other than that being developed or commercialized by Vivus under this
         Agreement at the then current time. The transfer price for such Product
         shall be (i) (*) percent (* %) above Vivus' actual purchase price if
         such Product is purchased by Vivus from a contract manufacturer; and
         (ii) (*) percent (*%) above Vivus' fully burdened manufacturing costs,
         as determined consistent with Vivus' standard practices applied
         consistently across all its operations, if Vivus manufactures the
         Product. Notwithstanding the foregoing, Vivus shall have no obligation
         to negotiate under this Section 8.6 until after (*).

                                       54
<PAGE>

9.       SUB-LICENSING AND ASSIGNMENT
--------------------------------------------------------------------------------
9.1      SUB-LICENSE

         Vivus has the right to grant and authorize sub-licenses, under the
         rights granted to it in this Agreement, to Affiliates of Vivus and to
         other third parties, without consent, BUT PROVIDED THAT prior to
         granting a sub-license to a third Party Vivus shall have disclosed the
         identity of the proposed third party to FemPharm and shall discuss and
         consider in good faith any reasonable concerns FemPharm may have with
         regard to granting a sublicense to such third party, and shall consider
         in good faith FemPharm's suggestions to address any of its reasonable
         concerns. Vivus is responsible for the actions of any such
         sub-licensee, and if such sub-licensee breaches any Vivus obligation
         under the Agreement, such breach will be deemed a breach by Vivus.

9.2      VIVUS BOUND

         In the case of sub-licensing, Vivus remains bound by this Agreement and
         responsible for performing, or having its sub-licensee perform, all its
         obligations hereunder, subject to Section 9.1 above. Subject only to
         Section 5.18 and 9.1, however, nothing shall prevent Vivus from relying
         upon the performance and efforts of its sublicensees and contractors
         for purposes of satisfying its obligations under this Agreement,
         including under Articles 7 and 8, notwithstanding anything to the
         contrary, such as language in Sections 5.4, 5.19, 7.1(a), 7.2, and 8.5
         that indicates that Vivus shall have sole responsibility.

9.3      ASSIGNMENT

         Each Party is entitled to assign and otherwise transfer without consent
         all its right, title and interest in this Agreement, including its
         obligations, to any other Person that acquires all or substantially all
         of such Party's business or assets, whether by asset purchase, merger,
         acquisition or other similar transaction, PROVIDED THAT such Person
         agrees in

                                       55
<PAGE>

         writing to be bound by the terms hereof as the successor in interest or
         assignee. Any other attempt to transfer or assign shall be void without
         the prior written consent of the other Party. If a Party is acquired by
         another corporation or other entity that was not its Affiliate prior to
         the acquisition, then no Intellectual Property rights of the acquiring
         entity developed prior to the acquisition, or developed thereafter
         without using the Licensed Technology, shall be included in the rights
         licensed to the other Party under this Agreement.

10.      CONFIDENTIALITY
--------------------------------------------------------------------------------
10.1     RESTRICTIONS ON USE

         Subject to the further provisions of this Article 10, each Party agrees
         that it will keep all Confidential Information disclosed to it by the
         other Party secret and confidential, and will not disclose it to any
         third party, or use it for its own benefit or the benefit of any third
         party, except that either Party may use and disclose the other Party's
         Confidential Information:

          (a)  for the purposes of exercising the licenses and other rights
               granted by this Agreement; or

          (b)  as otherwise permitted with the prior written consent of the
               other Party.

         Any disclosure authorized in accordance with the foregoing shall be
         subject to reasonable confidentiality provisions materially as
         protective of the Confidential Information as the terms of this
         Agreement.

10.2     USE OF OWN INFORMATION

         Except for Section 10.13, nothing in this Article 10 prevents a Party
         from disclosing or dealing in its absolute discretion with any of its
         own Confidential Information, provided that FemPharm will use
         reasonable efforts to keep its Confidential Information relating to the
         Product and the Field secret and confidential so as to avoid any
         adverse affect on the value or protection of the Licensed Intellectual
         Property to the extent relevant to the Field and the Territory and
         further provided that such disclosure and dealing by FemPharm shall be
         subject to the other terms of this Agreement, including Sections 2.1
         and 10.13.

                                       56
<PAGE>

10.3     EXCEPTIONS TO CONFIDENTIALITY

         The obligations of confidentiality and non-use as provided in Section
         10.1 above do not extend to, and notwithstanding Section 1.1
         Confidential Information shall not include, any particular information
         or Know-How received by a Party that it can demonstrate by competent
         evidence:

          (a)  was available to the public or otherwise in the public domain
               prior to receipt by such Party, or subsequent to such receipt
               becomes available to the public or part of the public domain,
               other than as a result of a breach of this Agreement;

          (b)  was already known to the recipient Party by lawful means at the
               time of receipt (including trade secrets and inventions not
               disclosed in existing patent applications) other than directly or
               indirectly from the other Party;

          (c)  was obtained by the recipient Party from a third party who has a
               lawful right to disclose it, provided that the information has
               not been obtained directly or indirectly from the other Party to
               this Agreement and is not subject to an obligation of
               confidentiality; or

          (d)  was independently developed by the receiving Party without use of
               the other Party's Confidential Information.

10.4     EXCEPTIONS TO NON-DISCLOSURE

         Notwithstanding the restrictions of Section 10.1, a Party may disclose
         the Confidential Information of the other Party beyond the disclosure
         authorized in Section 10.1, subject to compliance with the following
         provisions of this Section 10.4, solely to the extent such disclosure:

                                       57
<PAGE>

          (a)  is to its professional advisors, and provided that such
               disclosure is reasonably necessary or desirable and is subject to
               reasonable confidentiality protections;

          (b)  is required by any court or other judicial or quasi-judicial
               tribunal or any administrative or government body, or as is
               required by law, provided that such disclosure is no more than is
               necessary to avoid the imposition of a penalty for failing or
               refusing to disclose the Confidential Information, and that the
               Confidential Information is disclosed in such a way as to limit
               as far as possible the disclosure of the Confidential
               Information, and that such disclosing Party first complies with
               Section 10.5; or

          (c)  as reasonably necessary in prosecuting or defending any
               litigation or enforcing this Agreement, provided that such Party
               has first notified the other Party giving full details of the
               circumstances of the required disclosure and of the relevant
               information to be disclosed and takes reasonable steps to
               preserve the confidentiality of the information.

10.5     DISCLOSURE BY LAW

         Before any disclosure in reliance on Section 10.4(b), the Party subject
         to the disclosure obligation must, unless it is not practicable to do
         so:

          (a)  immediately notify the other Party giving full details of the
               circumstances of the required disclosure and of the relevant
               information to be disclosed;

          (b)  to the maximum extent permitted by law give the other Party a
                  reasonable opportunity in a court of law or other appropriate
                  body to:

               (i)  challenge the proposed disclosure;

               (ii) challenge the obligation of the Party or any other person to
                    make that disclosure; and/or

                                       58
<PAGE>

               (iii) secure a protective order or other ruling limiting or
                    preventing the disclosure and/or to protect or preserve the
                    confidentiality of the relevant information; and

          (c)  take reasonable steps to preserve the confidentiality of the
               information being disclosed and to comply with any such
               protective order or ruling.

10.6     SCOPE OF CONFIDENTIALITY

         In the case of uncertainty as to the confidentiality of any information
         a Party must treat the information as Confidential Information until
         such Party or the other Party confirms that the information is not
         Confidential Information.

10.7     SECURITY OF INFORMATION

         Each Party must use its reasonable endeavours to minimise the risk of
         disclosure of any Confidential Information of the other Party, by
         providing reasonable security of its premises, its records and
         materials.

10.8     PERSONNEL CONFIDENTIALITY

         Each Party agrees to procure written and signed confidentiality and
         non-publication undertakings with respect to the Confidential
         Information of the other Party, in terms materially as protective of
         such other Party's Confidential Information as this Article 10, from
         all employees, agents and contractors of such Party who have or are
         likely to have access to Confidential Information of the other Party.

10.9     RETURN OF CONFIDENTIAL INFORMATION

         Upon termination of this Agreement, each Party may by written notice to
         the other Party demand the return of all tangible property comprising
         Confidential Information provided by such Party, but only to the extent
         set forth in Article 14 and provided that Vivus shall not be required
         to return any product.

                                       59
<PAGE>

10.10    PUBLICATIONS

         Neither Party shall make or authorize any oral public disclosure, or
         any submission to any outside person for publication of an abstract or
         manuscript, disclosing the Confidential Information of the other Party,
         including any scientific data resulting from the other Party's
         non-clinical development or clinical development under this Agreement,
         in each case except to the extent approved in writing by such other
         Party or as otherwise permitted in this Article 10.

10.11    OTHER RIGHTS

         Nothing herein contained excludes the right of either Party at common
         law or in equity to protect its Confidential Information by application
         to any court for injunction or otherwise. Notwithstanding anything to
         the contrary in this Article 10, the Parties agree that the use and
         disclosure of concepts and information retained in the unaided memories
         of individuals who had access to Know-How from the other Party shall
         not be considered a breach of the terms of this Agreement. This Section
         10.11 shall not be construed to grant any rights under any Patent in
         such concepts.

10.12    USE OF OTHER PARTY'S NAME

         Neither Party shall make any use of the other Party's name unless
         approved by the other Party in writing, such approval not to be
         unreasonably withheld, or in the circumstances set forth in Section
         10.13.

10.13    PRESS RELEASES AND OTHER DISCLOSURES

         The Parties will issue a joint press release, in the form attached as
         annexure D, promptly after the Effective Date. The Parties agree that
         no other publication or other public disclosure of the terms of this
         Agreement will be made by a Party without the consent of the other
         Party, (with failure to respond to any request for consent beyond ten
         (10) days from the request to be deemed consent), such consent not to
         be unreasonably withheld.

                                       60
<PAGE>

         Notwithstanding the foregoing, a Party may make disclosures authorized
         pursuant to Section 10.10 and may disclose the terms of this Agreement:

          (a)  to the extent required by law or regulation or court order, or by
               the rules of any stock exchange on which the stock or shares of
               the Party or any of its Affiliates are listed or other government
               body; and

          (b)  in confidence to its professional advisors, and its existing or
               potential investors, acquirors, and merger partners on a need to
               know basis under conditions which reasonably ensure the
               confidentiality thereof;

          (c)  in confidence, pursuant to non-disclosure and non-use
               restrictions at least as stringent as included in this Article
               10, to other parties that have a need to know such information
               for a purpose related to this Agreement;

          (d)  in connection with the enforcement of this Agreement or rights
               under this Agreement;

          (e)  in confidence as is reasonable in connection with a merger,
               acquisition of stock or assets, proposed merger or acquisition,
               or the like;

          (f)  as advisable or required in connection with any government or
               regulatory filings, including filings with the SEC; provided
               however, prior to any such disclosure the non-disclosing Party
               shall be allowed to review the proposed disclosure, and the
               disclosing Party agrees to consider in good faith any proposed
               revisions thereof provided to the disclosing Party within ten
               (10) Business Days of the non-disclosing Party's receipt of the
               proposed disclosure and the Party making such disclosure shall
               seek confidential treatment for such disclosure as permitted by
               applicable law in a similar manner to the actions it takes for
               its other information of like kind.

                                       61
<PAGE>

11.      INVENTIONS
--------------------------------------------------------------------------------
11.1     DISCLOSURE OF INVENTIONS

         During the term of this Agreement, each Party will promptly disclose to
         the other Party the Inventions invented jointly by employees of both
         Parties and for which the disclosing Party desires to seek Patent
         protection, and Vivus will promptly disclose to FemPharm all
         Improvements, provided that Vivus shall not be considered in breach of
         such disclosure obligation as a result of an inadvertent failure to
         disclose an Invention so long as Vivus promptly discloses the
         Improvement after discovering the failure to disclose.

11.2     OWNERSHIP OF INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS

         As between the Parties, each Party (or its Affiliate) will own the
         entire right, title and interest in and to all the Inventions made by
         such Party's (or its Affiliate's) employees or others acting on behalf
         of such Party or Affiliate and all Intellectual Property rights in and
         to such Inventions, subject only to the licenses and other rights (if
         any) to the extent granted to the other Party thereto under this
         Agreement.

11.3     JOINT INVENTIONS AND JOINT PATENTS

         All right, title and interest in all Patents to the extent claiming
         Inventions invented jointly by the employees of both Parties ("Joint
         Inventions")will be owned jointly by FemPharm and Vivus (that is, each
         Party having an equal and undivided interest therein). Patent filings
         to the extent claiming a Joint Invention will be conducted as set out
         in Section 12.2. Neither Party may assign its interest in any Joint
         Patent unless notice of such transfer has been first given to the other
         Party and the transferee agrees in writing to be bound by the terms of
         this Agreement with respect to the interest so transferred and as
         otherwise set forth in Section 9.3. Except as otherwise expressly
         provided in this Agreement, neither Party shall have any obligation to
         account to the other for profits, or to obtain any consent of the other
         Party to license or exploit, Joint Inventions (whether or not patented)
         or Joint Patent, by reason of joint ownership thereof, and each Party
         hereby waives any right it may have under the laws of any jurisdiction
         to require any such consent or accounting.

                                       62
<PAGE>

11.4     COOPERATION OF EMPLOYEES

         Each Party represents and agrees that all employees acting on its
         behalf in performing its obligations under this Agreement will be
         obligated under a binding written agreement to assign to such Party, or
         as such Party will direct, all inventions made or conceived by such
         employee.

12.      PATENTS AND INTELLECTUAL PROPERTY
--------------------------------------------------------------------------------
12.1     PATENT RIGHTS

         All right, title and interest owned by a Party in Intellectual Property
         will remain owned and retained exclusively by such Party, subject only
         to the applicable license and other rights granted to Vivus and
         FemPharm in this Agreement. FemPharm will have sole responsibility for
         and control over, at its discretion, the filing, prosecution,
         maintenance and enforcement of the FemPharm Patents, at FemPharm's
         expense, except as otherwise provided below. FemPharm shall use
         diligent commercially reasonable efforts to obtain and maintain at all
         times broad Patent protection for the Products in the Field and
         Territory under this Agreement, including by using reasonable efforts
         to prepare, file, prosecute and maintain Patents as desirable for
         Products in the Field and Territory and to pursue as appropriate
         interferences, re-examinations, reissues, oppositions and similar
         proceedings regarding the FemPharm Patents. During the term of this
         Agreement and thereafter to the extent Vivus has surviving rights,
         FemPharm will keep Vivus reasonably informed regarding the status,
         preparation, filing, prosecution and maintenance of all patent
         applications and patents included or to be included in the FemPharm
         Patents licensed to Vivus pursuant to Section 2.1 (including inventions
         for which Vivus may desire to have a Patent application filed), and
         without limiting the foregoing will reasonably consider, and give Vivus
         a reasonable opportunity to provide, comments on such preparation,
         filing, prosecution, or maintenance efforts that relate to Product, the

                                       63
<PAGE>

         Field or the Territory. FemPharm may elect to cease preparing, filing,
         prosecuting or maintaining any particular FemPharm Patent, or to cease
         diligently pursue any interferences, re-examinations, reissues,
         oppositions or similar proceeding relating to a particular FemPharm
         Patent, but only to the extent that FemPharm has provided to Vivus, as
         far in advance as practicable, written notice describing its intent
         and, to the extent desired by Vivus, has reasonably transitioned the
         preparation, filing, prosecution, and maintenance to Vivus without
         prejudice to Vivus' rights under this Agreement. If Vivus then
         undertakes such activities, Vivus shall bear all of its actual out of
         pocket costs and expenses incurred in such activities, and may credit
         against amounts subsequently owed to FemPharm under this Agreement any
         such actual costs and expenses borne, subject to providing FemPharm
         with receipts and invoices and other documents as is reasonable to
         properly evidence the costs and expenses and payment thereof. FemPharm
         shall use reasonable efforts to cooperate and provide such documents
         and assistance as is reasonably requested, in connection with such
         activities by or under authority of Vivus.

12.2     JOINT PATENT RIGHTS

         As to each Joint Invention, the Parties will discuss and reasonably
         agree on whether and where to file a Joint Patent claiming the Joint
         Invention, and on which Party shall assume responsibility for the
         preparation, filing, prosecution and maintenance of such Joint Patents,
         in each country in the world for which prosecution of the Joint Patent
         is desired by a Party. The Parties will share equally in the expenses
         of such activities related to Joint Patents. Each Party will reimburse
         the other for its share of such expenses borne by the other Party upon
         written request, no less frequently than quarterly and shall cooperate
         and provide such documents and assistance as is reasonably requested in
         connection with such activities. Each Party will keep the other
         reasonably informed of, and consult with the other Party with respect
         to, all significant actions in the course of such Party's prosecution
         of the Joint Patents. If the Party having responsibility for
         prosecuting a particular Joint Patent elects not to assume or continue
         such responsibility, the other Party will have the right, but not the
         obligation, to do so. If either Party elects not to continue to support
         prosecution or maintenance of a particular Joint Patent, it may do so
         on written

                                       64
<PAGE>

         notice to the other Party, and in such case it will assign its entire
         interest in such Joint Patent to the other Party if such other Party
         elects to prosecute and maintain such Joint Patent at its sole expense;
         subject to any licenses and exclusivity in this Agreement. Upon any
         such assignment, the Party that elected to discontinue its involvement,
         and assign its interest, shall not be required to bear any expenses
         under this Section 12.2.

12.3     FEMPHARM PATENT PROCEEDINGS

         Each Party will promptly notify the other of any legal proceedings,
         including opposition or declaration of invalidity proceedings,
         initiated or pursued by any third party against any of the FemPharm
         Patents. FemPharm has the sole right and authority to defend against
         any such proceedings, including defending against any defenses or
         counterclaims of invalidity or unenforceability (including such
         counterclaims as may arise out of an infringement claim under Section
         12.4). For clarity, all infringement actions involving a Field
         Infringement (as defined in Section 12.4) shall be pursued under
         Section 12.4, and FemPharm shall have the right to control only the
         defense of the FemPharm Patents in such Field Infringement actions in
         the event that a defense or counterclaim is asserted against the
         FemPharm Patents, shall use reasonable efforts, in such defense, not to
         adversely impact the Field Infringement action by Vivus. FemPharm will
         keep Vivus reasonably informed of the actions taken to defend the
         FemPharm Patents and the progress of such actions. In such case, only
         (*) % of FemPharm's costs and expenses of such involvement shall be
         reimbursed out of the recovery in the Field Infringement action. Vivus
         will provide FemPharm with reasonable assistance and cooperation in
         such actions, at FemPharm's sole expense, in an effort to obtain a
         successful resolution or termination of such proceedings or
         counterclaims governed by this Section 12.3. Vivus will have the right
         to have counsel of its choosing participate in any such defense of the
         FemPharm patents, at its sole expense, subject to Section 12.4.
         FemPharm will not settle any claim, suit or action involving FemPharm
         Patents in any manner that would materially negatively impact upon the
         FemPharm Patents, the Licensed Intellectual Property, or Vivus' rights
         or exclusivity thereunder, or that would materially negatively impact
         upon or limit or restrict the ability of Vivus to sell the Products in
         the Territory.

                                       65
<PAGE>

12.4     INFRINGEMENT PROCEEDINGS IN THE FIELD

         Each Party will promptly notify the other if it becomes aware that any
         third party is infringing any FemPharm Patent in the Territory. If any
         third party is infringing, or believed to be infringing any FemPharm
         Patent in the Territory in connection with the exploitation, making,
         use, import, offer for sale, or sale of a product in the Field in the
         Territory (a "Field Infringement"), then the Parties will promptly
         thereafter meet and discuss in good faith appropriate steps to take to
         cause such Field Infringement to cease.

          (a)  Vivus or its designee has the first right and authority, but not
               the obligation, to take reasonable steps to cause termination of
               such Field Infringement, which may include initiating a lawsuit
               or other appropriate legal action, at its expense, as Vivus or
               its designee reasonably determines is appropriate; provided that
               Vivus agrees that it will not initiate a lawsuit asserting
               infringement of the FemPharm Patents unless it has first
               discussed the matter with FemPharm. Vivus will keep FemPharm
               reasonably informed of the actions taken to cause termination of
               a Field Infringement and the progress of any such actions
               (including notifying FemPharm promptly if the third party raises
               any defenses or counterclaims of invalidity or unenforceability
               of any FemPharm Patents). FemPharm will provide Vivus or the
               designee with reasonable assistance and cooperation in such
               actions, at Vivus's or the designee's expense (other than as set
               forth in Section 12.3), including joining such action as a party
               plaintiff and taking such other actions as are required by
               applicable law for Vivus or the designee to pursue such action.
               FemPharm will have the right to have counsel of its choosing
               participate in any such action, at its sole expense, provided
               that Vivus will have the right to control the action. Vivus will
               not settle any claim, suit or action that it brought under this
               Section 12.4 involving FemPharm Patents in any manner that would
               negatively impact upon the FemPharm Patents or the Licensed
               Intellectual Property without FemPharm's consent, not to be
               unreasonably withheld or delayed.

          (b)  If Vivus and its designees have not, within four (4) months of
               request by FemPharm, initiated and pursued reasonable efforts to
               cause such Field

                                       66
<PAGE>

               Infringement to cease, then each Party (and Vivus' designees)
               shall thereafter have the right and authority, but not the
               obligation, to take any such steps or actions at its expense.
               Whichever of such parties first does so shall thereafter control
               the action and the other Party will provide the controlling Party
               (or designee) with reasonable assistance and cooperation in such
               actions, at expense of the controlling Party or designee (except
               as set forth in Section 12.3), including joining such action as a
               party plaintiff and taking such other actions as required by
               applicable law to pursue such action.

          (c)  The Party bringing the suit, action or legal proceedings will:

               (i)  be reimbursed for its costs and expenses associated with
                    bringing the legal proceedings out of the proceeds of any
                    damages or costs recovered or as otherwise provided by
                    agreement between the Parties; and

               (ii) indemnify the other Party against any liability awarded
                    against such other Party as a result of the subject matter
                    of such suit brought by the indemnifying Party, unless
                    caused by the acts or omissions of the indemnified Party.

          (d)  Any amounts remaining out of damages and costs and other amounts
               recovered from a third party due to infringement of the FemPharm
               Patents under a suit, action or legal proceeding brought against
               a Field Infringement, will be retained by the Party that brought
               the action as follows:

               (i)  if Vivus or its designee brought the action, then Vivus or
                    the designee, as the case may be, shall retain (*) percent
                    (* %) of the recovery and will pay the remaining (*) percent
                    (* %) to FemPharm; and

               (ii) if FemPharm brought the action, the recovery shall be (*)%
                    to Vivus and (*) % to FemPharm.

                                       67
<PAGE>

12.5     OTHER INFRINGEMENT PROCEEDINGS

         For clarity, FemPharm retains the sole and exclusive right to enforce
         and defend the FemPharm Patents against all third party infringements
         worldwide, except as otherwise provided in Section 12.4 with respect
         solely to Field Infringement.

13.      REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
--------------------------------------------------------------------------------
13.1     WARRANTY

         Each Party, and each Acrux Controlled Affiliate, represents, warrants
         and covenants that: (i) it has the legal power and authority to enter
         into this Agreement and to perform all of its obligations hereunder;
         (ii) it has and will have the right and authority to grant the rights
         and licenses granted by it hereunder; (iii) this Agreement is a legal
         and valid obligation binding upon it and enforceable in accordance with
         its terms; (iv) it has not previously made, and during the term of this
         Agreement will not make, any commitment or grant or authorization of
         rights which are in conflict in any material way with, or that will
         restrict or impair, the rights, licenses, or exclusivity granted to
         Vivus herein.

13.2     ADDITIONAL WARRANTIES OF FEMPHARM AND THE ACRUX CONTROLLED AFFILIATES

         Each of FemPharm and Acrux DDS Pty Limited represents, warrants, and
         covenants as follows:

         (a) it has not received notice that it has failed to comply with, and
         it has not failed to comply with, any obligation, law, regulation, or
         order in a manner that will materially adversely affect the rights
         granted to Vivus under this Agreement;

         (b) Annexure B sets forth a list of all FemPharm Patents (whether
         issued or pending) owned by, or licensed to, any of FemPharm and the
         Acrux Controlled Affiliates. Except for the Patents listed in Annexure
         B, there are no Patents related to or useful for Products in the Field
         that are owned by, or licensed to, FemPharm or any Acrux Controlled

                                       68
<PAGE>

         Affiliate. All Patents in Annexure B are owned by FemPharm or an Acrux
         Controlled Affiliate, except as expressly identified in Annexure B.
         None of FemPharm and the Acrux Controlled Affiliates shall grant any
         third party any license or rights under any Patent that is within the
         FemPharm Patents that derogate from or reduce the license or rights
         granted to Vivus under this Agreement;

         (c) FemPharm has sufficient rights to the FemPharm Patents identified
         in the annexure B for it to grant to Vivus the exclusive right (with
         respect to all Persons) under such Intellectual Property, including the
         right to grant and authorize sublicenses, to exploit, import, export,
         make, have made, use, offer for sale and sell Products for use in the
         Field in the Territory;

         (d) as of the Effective Date: (i) the existing FemPharm Patents are in
         full force and effect and not subject to any pending re-examination,
         opposition, interference or claim of invalidity proceedings, none of
         the Licensed Intellectual Property is subject to any litigation or
         similar proceedings, and neither FemPharm nor any Acrux Controlled
         Affiliate has knowledge of a third party threat of such a proceeding,
         or of facts that likely would be the basis for instituting such
         proceeding; (ii) none of FemPharm and the Acrux Controlled Affiliates
         has reason to believe that any of the existing FemPharm Patents likely
         will be invalid, unenforceable, or will fail to issue, or that the
         claims of any pending FemPharm Patent likely will be materially limited
         or restricted beyond the presently pending claims;

         (e) as of the Effective Date, none of FemPharm and the Acrux Controlled
         Affiliates is aware of any Person that is infringing a FemPharm Patent
         in the Territory;

         (f) FemPharm and/or one of the Acrux Controlled Affiliates have access
         and rights to all Regulatory Materials filed by or under authority of
         any of them with regulatory authorities, and the supporting raw data
         for such materials, relevant to Product and may be useful to support
         the development or marketing approval of the Product in the Field in
         the Territory, and has the right to include the same within the
         Know-how disclosed to Vivus hereunder;

                                       69
<PAGE>

         (g) FemPharm has not knowingly failed to provide to Vivus any documents
         or information requested by Vivus as part of its due diligence process,
         and FemPharm and Acrux DDS Party Limited believe that FemPharm has
         provided to Vivus, prior to the Effective Date, access to sufficient
         Know-How Controlled by FemPharm or any Acrux Controlled Affiliate for
         Vivus to conduct a reasonable and fully informed evaluation of the
         Licensed Technology and the development status and results relating to
         the current Product in deciding whether or not to enter into this
         Agreement, including all adverse information and all relevant
         agreements. None of the materials provided to Vivus by FemPharm or an
         Acrux Controlled Affiliate prior to the Effective Date contained any
         untrue statement of material fact, and to FemPharm's and Acrux
         Controlled Affiliate's knowledge, none of FemPharm or any Acrux
         Controlled Affiliate failed to disclose to Vivus, or concealed, any
         material fact that would, absent such disclosure, make the materials
         provided to Vivus materially misleading;

         (h) as of the Effective Date, to each of FemPharm's and the Acrux
         Controlled Affiliates' knowledge, none of FemPharm and the Acrux
         Controlled Affiliates has made an untrue statement of a material fact,
         or has failed to disclose a material fact, to any regulatory authority
         with respect to the Product in the Field, or any portion thereof;

         (i) Acrux DDS Pty Limited shall use diligent, commercially reasonable
         efforts to (*). FemPharm and the Acrux Controlled Affiliates shall not
         terminate, amend or modify (*). FemPharm shall notify Vivus in writing
         immediately if any of FemPharm, Acrux Limited or the Acrux Controlled
         Affiliates receives from the licensor of any Licensed Intellectual
         Property any notice of breach or termination, or any other indication
         of a dispute or matter that could lead to breach or termination, of the
         license agreement, or which could otherwise affect Vivus' rights
         thereunder;

                                       70
<PAGE>

         (j) FemPharm will not deliver to Vivus confidential or proprietary
         Know-How of any third party unless FemPharm has the right to do so for
         use and disclosure by Vivus in the manner set forth in this Agreement,
         unless FemPharm expressly identifies at the time of such disclosure the
         particular Know-How that FemPharm does not have the right to license to
         Vivus hereunder;

         (k) all employees, consultants, and other contractors of each of
         FemPharm and the Acrux Controlled Affiliates performing work related to
         or useful for any Product in the Field, including Monash, Barry Reed,
         William Charman, Dr. Barrie Finnin, and Dr. Tim Morgan in each case to
         the extent acting as an employee, consultant, or contractor of FemPharm
         or an Acrux Controlled Affiliate, have been and shall be subject to a
         written agreement that vests in FemPharm or an Acrux Controlled
         Affiliate all right, title, and interest in and to their work product,
         including all associated Intellectual Property rights;

         (l) none of this Agreement, or the exercise by or under authority of
         Vivus of the license rights granted to Vivus under this Agreement, will
         violate or otherwise be affected by any of the terms or conditions
         imposed in connection any government funding or sponsorship obtained by
         FemPharm or an Acrux Controlled Affiliate;

         (m) FemPharm and the Acrux Controlled Affiliates are not aware, as of
         the Effective Date, (1) of any Patent of any third party, including
         Affiliates, that will be infringed by the manufacture, use import, or
         sale of a Product in the Field in the Territory, or (2) that any
         Licensed Know-How in any of their possession, and related to or useful
         for Product, was misappropriated from a third party.

         (n) none of the terms and conditions of the Monash License, including
         Sections 6, 7, 8.1, 8.3, 12.2, and 19.1 of the Monash License, or the
         Acrux DDS License bind Vivus;

         (o) the FemPharm Patents are not subject to any lien or encumbrance (as
         defined in the Monash License) that could materially limit or adversely
         affect Vivus' rights granted under this Agreement;

                                       71
<PAGE>

         (p) Acrux Limited is not controlled by any Person, and FemPharm and
         Acrux DDS Pty Limited, and Cosmeceutical Solutions Pty Limited are the
         only Affiliates of Acrux Limited that have any interest in (i) any
         Licensed Intellectual Property, (ii) any Competitive Product or (iii)
         any technology, product or Intellectual Property related to or useful
         for the Product in the Field, the delivery of Estradiol or other
         estrogens, progestins with estrogenic activity, or derivatives of such
         estrogens or progestins, or the delivery of a selective estrogen
         receptor modulator, to females, or any transdermal or mucosal delivery;
         and

         (q) none of FemPharm and the Acrux Controlled Affiliates are currently
         researching or developing, or have current plans to commence research
         or development of, any MDTS product using Estrogen Monotherapy for the
         treatment of menopausal symptoms in human females, other than the
         Product.

13.3     ADDITIONAL WARRANTIES OF VIVUS

Vivus represents, warrants, and covenants to FemPharm that:

         (a) Vivus has not received notice that it has failed to comply with,
         and it has not failed to comply with, any obligation, law, regulation,
         or order in a manner that will materially adversely affect the rights
         granted to Vivus under this Agreement;

         (b) Vivus has not knowingly failed to provide to FemPharm any documents
         or information requested by FemPharm as part of its due diligence
         process, or evaluation of whether or not to enter into this Agreement,
         except as otherwise stated to FemPharm. None of the materials provided
         to FemPharm by Vivus prior to the Effective Date contain any untrue
         statement of material fact, and to Vivus' knowledge, Vivus has not
         failed to disclose to FemPharm, or conceal, any material fact that
         would, absent such disclosure, make the materials provided to FemPharm
         materially misleading;

         (c) Vivus will not deliver to FemPharm confidential or proprietary
         Know-How of any third party unless Vivus has the right to do so for use
         and disclosure by FemPharm in the manner set forth in this Agreement,
         unless Vivus expressly identifies at the time of such disclosure the
         particular Know-How that Vivus does not have the right to license to
         FemPharm hereunder;

                                       72
<PAGE>

13.4     DISCLAIMER OF WARRANTIES

         EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, VIVUS AND
         FEMPHARM MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND,
         EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY HEREBY
         DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

13.5     DISCLAIMER OF LIABILITY

         EXCEPT WITH RESPECT TO A BREACH OF SECTIONS 2.5, 10, OR THE EXCLUSIVITY
         IN SECTION 2.1(a), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
         OTHER BASED UPON THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL,
         INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS
         AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR
         NOT SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH
         DAMAGES.

14.      TERM AND TERMINATION
--------------------------------------------------------------------------------
14.1     TERM

         This Agreement will continue in full force and effect from the
         Effective Date until expiration, unless earlier terminated pursuant to
         Sections 5.17(b), 14.2, 14.3 or 14.8 below, on the date that Vivus no
         longer has, and shall not have in the future, any payment obligations
         to FemPharm under this Agreement. Upon such expiration, Vivus retains a
         non-exclusive, fully-paid license in the Territory to continue to make,
         have made, use, sell and otherwise exploit Products in the Field.

                                       73
<PAGE>

14.2     TERMINATION BY FEMPHARM

         FemPharm is entitled by written notice to Vivus to terminate this
         Agreement upon the happening of any of the following events, provided
         that FemPharm provides Vivus with written notice of termination within
         one hundred eighty (180) days after it becomes aware of the occurrence
         of the applicable event:

          (a)  any material breach by Vivus of any of the terms and conditions
               of this Agreement, where such breach is not fully cured and
               rectified within ninety (90) days, or with respect to payment
               obligations, within forty-five (45) days, after the giving of
               written notice by FemPharm to Vivus specifying such breach and
               requiring rectification thereof, provided that if such breach
               (other than a payment breach) is not capable of cure within the
               initial ninety (90) day period and Vivus is making diligent good
               faith efforts to cure, then Vivus shall have an additional ninety
               (90) days to cure such breach, and subject to Section 15.10, and
               except as otherwise provided in Section 14.7;

          (b)  a petition or other application or resolution being passed
               against Vivus, or being presented by Vivus, in a bankruptcy
               proceeding that requires the winding up, liquidation or
               dissolution of Vivus or notice by Vivus of its intention to
               propose such a resolution being given;

          (c)  the appointment of a receiver, or receiver and manager, for all
               of Vivus' property in bankruptcy;

          (d)  if Vivus (or any of its Affiliates) bring any action, suit,
               defense or counterclaim seeking to invalidate or have held
               unenforceable: (i) any claim in any FemPharm Patent in
               substantially the same form that the claim is issued or pending
               on July 31, 2003 (an "Existing FP Claim"); or (ii) any claim in a
               FemPharm Patent filed after July 31, 2003 that is substantially
               the same as any such Existing FP Claim and that is entitled to an
               effective filing date (e.g. as defined under 35 USCss.120) that
               is the filing date of a FemPharm Patent filed prior to July 31,
               2003.

                                       74
<PAGE>

14.3     TERMINATION BY VIVUS

         Vivus is entitled by written notice to FemPharm to terminate this
         Agreement upon the happening of any of the following events, provided
         that Vivus provides FemPharm (except in case of subsection (d)) with
         written notice of termination within one hundred eighty (180) days
         after Vivus becomes aware of the occurrence of the applicable event:

          (a)  a material breach by FemPharm of any of the terms and conditions
               under this Agreement or a material breach by an Acrux Controlled
               Affiliate of its obligations, representations, or warranties in
               this Agreement, where such breach is not fully cured or rectified
               within ninety (90) days after the giving of written notice by
               Vivus to FemPharm specifying such breach or non-observance and
               requiring rectification thereof, provided that if such breach is
               not capable of cure within the initial ninety (90) day period and
               FemPharm and the Acrux Controlled Affiliates are making diligent
               good faith efforts to cure, then FemPharm shall have an
               additional ninety (90) days to cure such breach, and subject to
               Section 15.10;

          (b)  a petition or other application being presented or resolution
               being passed by or against FemPharm, Acrux DDS Pty Ltd, or Acrux
               Limited in a bankruptcy proceeding that requires the winding up,
               liquidation or dissolution of the applicable entity, or notice by
               such entity of its intention to propose such a resolution being
               given;

          (c)  the appointment of a receiver, or receiver and manager, for all
               of FemPharm's property in bankruptcy or the rejection of this
               Agreement by any such receiver or manager;

          (d)  Vivus has provided sixty (60) days written notice that Vivus is
               terminating the Agreement for its convenience; or

          (e)  if FemPharm (or any of its Affiliates) bring any action, suit,
               defense or counterclaim seeking to invalidate or have held
               unenforceable: (i) any claim in

                                       75
<PAGE>

               any Patent Controlled by Vivus or its Affiliate in substantially
               the same form that the claim is issued or pending on July 31,
               2003 (an "Existing V Claim"); or (ii) any claim in a Patent
               Controlled by Vivus or its Affiliate filed after July 31, 2003
               that is substantially the same as any such Existing V Claim and
               that is entitled to an effective filing date (e.g. as defined
               under 35 USCss.120) that is the filing date of such a Patent
               filed prior to the July 31, 2003.

         Further, in lieu of proceeding under Section 14.3(a), 14.3(b), 14.3(c)
         or 14.3(e) based upon a particular event, Vivus shall have the right to
         avail itself of the provisions of Section 14.6 based upon the event,
         rather than terminating the Agreement in its entirety under Section
         14.3(a), 14.3(b), 14.3(c), or 14.3(e), provided that proceeding under
         Section 14.6 based upon an event shall not prevent Vivus from
         proceeding under Section 14.3 with respect to any later event covered
         by Section 14.3.

14.4     NO RELEASE

         Termination of this Agreement does not release either Party from any
         liability that has accrued prior to such termination, or release either
         Party from any obligation that survives termination of this Agreement.

14.5     CONSEQUENCES OF AGREEMENT TERMINATION

          (a)  The terms of this Section 14.5(a) shall apply upon termination
               pursuant to Section 14.2 or Section 14.3(d), except if Vivus has
               previously exercised its rights, under Section 14.3(a) or 14.6 to
               terminate portions of this Agreement pursuant to Section 14.6 due
               to uncured material breach.

               (i)  Section 2.1 of this Agreement shall automatically terminate,
                    and Section 2.3 shall survive, except rights under Section
                    2.3(b) shall survive to the extent set forth below.

               (ii) Upon such termination, Vivus will be deemed automatically to
                    grant to FemPharm a perpetual, irrevocable, royalty-free,
                    fully paid, non-exclusive

                                       76
<PAGE>

                    license (with full rights to sublicense): (A) under the
                    Improvement Blocking Patent Rights to exploit, import, make,
                    have made, use, offer for sale and sell Products in the
                    Field throughout the Territory; and (B) under the Reversion
                    IP to exploit, import, make, have made, use, offer for sale
                    and sell Products in the Field in the Territory. As used
                    herein, "Reversion IP" means all trade secrets in the
                    Improvements to the extent Controlled by Vivus or its
                    Controlled Affiliate during the term and necessary or
                    reasonably useful for the development, manufacture or
                    commercialization of Products in the Field. Additionally,
                    FemPharm shall have the right under Section 2.3(b) to
                    negotiate toward a non-exclusive license under the Reversion
                    IP for countries outside of the Territory, New Zealand, and
                    Australia, provided that such license shall be royalty free
                    if this Agreement has been terminated by FemPharm under
                    Section 14.2(a) for Vivus' material breach.

               (iii) Upon such termination, Vivus will be deemed automatically
                    to grant to FemPharm the non-exclusive right to access, use
                    and cross reference all Regulatory Materials, including all
                    registrations and regulatory approvals, filed by Vivus with,
                    or obtained by Vivus from, the FDA in the development of
                    Products in the Field and Territory; provided that all
                    access, use or cross reference by and under authority of
                    FemPharm shall be solely for the purpose of development and
                    commercialization of Products in the Field in the Territory.
                    Additionally, the Parties agree that FemPharm's right to
                    negotiate under Section 2.3(b) toward a license under the
                    Reversion IP as set forth in Section 14.5(a)(ii) above
                    includes the right to negotiate toward rights to access, use
                    and cross-reference such Regulatory Materials for countries
                    outside the Territory, New Zealand, and Australia.
                    Notwithstanding anything to the contrary, except as
                    expressly set forth in this Section 14.5(a), no right,
                    license, or exclusivity to or under any Intellectual
                    Property is or shall be granted by Vivus or its Affiliates
                    and Vivus and its Affiliates shall maintain all right,
                    title, and interest in and to all Intellectual Property and

                                       77
<PAGE>

                    Know-How. Without limiting the foregoing, no right or
                    license is or shall be granted by Vivus or its Affiliates in
                    or to any trademarks, trade names, logos, or the like.

               (iv) To the extent not previously disclosed by Vivus, Vivus will
                    use reasonable efforts for a period of 90 days after
                    termination of this Agreement to disclose and provide copies
                    to FemPharm of all the Data (as defined in Section 5.16)
                    generated by Vivus during the term of the Agreement that
                    Section 5.16 requires Vivus to disclose and provide copies
                    to FemPharm, and FemPharm (and its Affiliates and licensees)
                    shall have full rights to use such Data for developing and
                    exploiting Product in the Field to the extent that FemPharm
                    is licensed to do so, and is licensed to authorize its
                    Affiliates and sublicensees to do so, as set forth in
                    Sections 14.5(a)(ii) and 14.5(a)(iii) above, and provided
                    that such Data shall remain the Confidential Information of
                    Vivus and its Affiliate and sublicensee, as the case may be.

               (v)  To the extent provided for in any supply agreement between
                    Vivus and FemPharm pursuant to Section 8.6 above, Vivus will
                    continue to manufacture (or have manufactured) and supply to
                    FemPharm the Product covered by such agreement for use in
                    the Field and Territory until FemPharm is able to obtain its
                    own supply of its requirements of Products for use in the
                    Field and Territory (provided that such period shall not
                    exceed one (1) year) and will work cooperatively and
                    reasonably with FemPharm to achieve a smooth transition of
                    the manufacture of the Reverted Product to FemPham, and (if
                    applicable) to assist FemPharm in seeking to obtain a
                    manufacturing agreement with Vivus' contract manufacturer of
                    the Reverted Product on commercially reasonable terms,
                    provided that in each case such transition shall not impose
                    an unreasonable burden on Vivus.

                                       78
<PAGE>

               (vi) Vivus shall, within thirty (30) days after termination,
                    return to FemPharm all Confidential Information delivered or
                    provided by FemPharm to Vivus; provided that Vivus shall be
                    entitled to keep a record copy of such Confidential
                    Information and shall not be required to return any product.
                    Article 10 shall survive termination (excluding the
                    obligation to issue a press release under Section 10.13),
                    but only for a period of five (5) years. Notwithstanding
                    termination of Vivus' rights, Vivus and its Affiliates and
                    sublicensees shall have the right to continue to market,
                    sell, offer to sell, and import any Product, in existence at
                    the time of termination, in the Territory for six (6) months
                    after termination PROVIDED THAT the terms of Article 4 will
                    survive and remain in force as to all such sales.

               (vii) In the event an action under Section 12.4 was commenced
                    during the term of the Agreement and is ongoing at the time
                    of termination, Section 12.4 shall continue to apply to the
                    action in accordance with its terms, except that the Party
                    bringing the action for purposes of allocating any recovery
                    under Section 12.4(d) shall be deemed to be the Party
                    controlling the action at the time of termination. If
                    FemPharm assumes control of an action initiated by Vivus,
                    then Section 12.4(c)(ii) shall apply as if FemPharm is the
                    Party bringing the action and all costs and expenses
                    incurred by Vivus in the action prior to the date of
                    termination shall be reimbursed out of any recovery before
                    allocation under Section 12.4(d).

               (viii) Section 14.5(c) shall apply.

          (b)  Upon termination of this Agreement pursuant to Section 14.3
               (other than 14.3(d)), or upon any termination (but not
               expiration) of this Agreement after Vivus had previously
               exercised its rights, under Section 14.3(a) or 14.6, to terminate
               portions of this Agreement pursuant to Section 14.6 due to
               uncured material breach, the terms of this Section 14.5(b) shall
               apply.

                                       79
<PAGE>

               (i)  Section 2.1 of this Agreement shall automatically terminate.
                    Notwithstanding termination of Vivus' rights, Vivus and its
                    Affiliates and sublicensees shall have the right to continue
                    to market, sell, offer to sell, and import any Product, in
                    existence at the time of termination, in the Territory for
                    six (6) months after termination PROVIDED THAT the terms of
                    Article 4 will survive and remain in force as to all such
                    sales.

               (ii) Section 2.3(b) shall automatically terminate.

               (iii) Article 10 (excluding the obligation to issue a press
                    release under Section 10.13) shall survive such termination,
                    but only for a period of five (5) years.

               (iv) Each Party shall, within thirty (30) days after termination,
                    return to the other Party all Confidential Information
                    delivered or provided by such other Party, except that it
                    may keep one copy of such information purely for archival
                    purposes and Vivus shall not be required to return Product.

               (v)  In the event an action under Section 12.4 was commenced
                    during the term of the Agreement and is ongoing at the time
                    of termination, Section 12.4 shall continue to apply to the
                    action in accordance with its terms, except that Vivus shall
                    be considered the Party bringing the action for purposes of
                    allocating any recovery under Section 12.4(d). If FemPharm
                    assumes control of an action initiated by Vivus, then
                    Section 12.4(c)(ii) shall apply as if FemPharm is the Party
                    bringing the action and all costs and expenses incurred by
                    Vivus in the action prior to the date of termination shall
                    be reimbursed out of any recovery before allocation under
                    Section 12.4(d). For clarity, Vivus shall have the right to
                    continue to pursue any such action commenced by Vivus to the
                    extent desired.

               (vi) Section 14.5(c) shall apply.

                                       80
<PAGE>

          (c)  In addition to survival as set forth in Sections 14.5(a) or
               14.5(b) above, as applicable, Sections 1.1, 1.2, 4.9, 9.3, 11.1
               (excluding Vivus' obligation to disclose Improvements), 11.2,
               11.3, 12.2, 13.4, 13.5, 14.1, 14.4, and 14.5 will survive
               termination of the Agreement for any reason and expiration of
               this Agreement, except termination under Section 14.8. Article 15
               shall survive any such termination and expiration of this
               Agreement. Except as otherwise expressly set forth in this
               Section 14.5 above or 14.8, all terms and conditions of this
               Agreement shall terminate and have no further force or effect
               upon any termination or expiration of this Agreement, even if
               termination of the particular Article or Section is not expressly
               referenced in this Section 14.5 or 14.8. For clarity, the
               Development Plan shall be deemed terminated and of no further
               force or effect upon any termination or expiration of this
               Agreement. Notwithstanding anything to the contrary, no payment
               shall be due or payable under Section 3 or 6.2 unless the payment
               became due and payable prior to the date on which the notice of
               termination was given.

14.6     VIVUS TERMINATION OF SPECIFIC PROVISIONS FOR UNCURED BREACH

         If there occurs a material breach by FemPharm of any of the terms and
         conditions under this Agreement, and such breach is not fully cured or
         rectified within ninety (90) days after the giving of written notice by
         Vivus to FemPharm specifying such breach or non-observance and
         requiring rectification thereof, then, subject to Section 15.10, Vivus
         may, as described in Section 14.3, (in lieu of proceeding under Section
         14.3(a)), cause the following changes to occur under the Agreement:

          (a)  The following Sections of the Agreement shall automatically
               terminate: 2.3(b), 2.6(b), 5.1, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9,
               5.10, 5.11, 5.12, 5.13, 5.14 (but only to the extent desired by
               Vivus), 5.16, 5.19, 7.1(b), 7.2 (except the first two sentences),
               8.2(b), 8.2(1), 8.2(2), 8.2(3), 8.3, 8.5, 14.2(d), and 14.5(a).
               For clarity, all obligations of Vivus to pay reimbursement shall
               terminate immediately. Vivus shall be entitled to withhold
               consent to development in the Territory under Section 2.1(c) for
               any reason or no reason.

                                       81
<PAGE>

          (b)  Section 8.6 shall terminate, except for the restrictions on
               Product purchased from Vivus. The obligation to issue a press
               release under Section 10.13, and the obligation of Vivus to
               disclose Improvements under Section 11.1, shall terminate except
               to the extent otherwise reasonably specified by Vivus.
               Notwithstanding anything to the contrary, each of FemPharm and
               the Acrux Controlled Affiliates shall, within thirty (30) days of
               Vivus' request return to Vivus all Confidential Information
               delivered or provided by Vivus, except that FemPharm may keep one
               copy of such information purely for archival purposes.

          (c)  Notwithstanding this Section 14.6, Articles 3 and 4 shall survive
               and remain in force. Section 12.4 shall continue to apply in
               accordance with its terms, except that if FemPharm assumes
               control of an action initiated by Vivus, then Section 12.4(c)(ii)
               shall apply as if FemPharm is the Party bringing the action and
               all costs and expenses incurred by Vivus in the action prior to
               the date of Vivus relinquishing control shall be reimbursed out
               of any recovery before allocation under Section 12.4(d). Section
               7.1 shall terminate except for the first and last sentences of
               Section 7.1(a) which shall survive. FemPharm and the Acrux
               Controlled Affiliates shall cooperate in any reasonable manner
               requested by Vivus to achieve a smooth transition to Vivus of any
               and all Development Plan responsibilities of FemPharm.

          (d)  If Vivus elects to exercise its rights under this Section 14.6
               due to an uncured material breach by FemPharm of its obligations
               under Section 2.5(b), then Section 2.5(a) shall be deemed to
               terminate unless Vivus achieves an injunction that enjoins
               FemPharm from further violations of the terms of Section 2.5(b).

14.7     LIMITATION OF TERMINATION FOR BREACH AFTER COMMERCIAL LAUNCH

         Commencing upon the First Commercial Sale of a Product in the
         Territory, but subject to Section 15.10, FemPharm shall have the right
         to terminate the Agreement under Section 14.2(a) only for the following
         uncured material breaches by Vivus:

          (a)  Material breach of the obligations in Section 8.2(a) or 8.2(c);

                                       82
<PAGE>

          (b)  Breach of the payment obligations under the Agreement, which
               breach remains uncured one hundred twenty days after notice.

         If Vivus materially breaches any other obligation under the Agreement,
         and such breach would permit termination of the Agreement under Section
         14.2(a) but for this Section 14.7, and such breach is not fully cured
         or rectified within ninety (90) days after the giving of written notice
         by FemPharm to Vivus specifying such breach or non-observance and
         requiring rectification thereof, provided that if such breach (other
         than a payment breach) is not capable of cure within the initial ninety
         (90) day period and Vivus is making diligent good faith efforts to
         cure, then Vivus shall have an additional ninety (90) days to cure such
         breach, then (subject to Section 15.10) FemPharm shall have the right
         to cause the following changes to the Agreement on written notice to
         Vivus (but not to terminate the Agreement in its entirety):

               (i)  The following Sections of the Agreement shall automatically
                    terminate: 2.4, 2.7, 5.16, and 5.17.

               (ii) The penultimate sentence of Section 7.1(a) shall terminate.
                    The obligations of FemPharm in the penultimate sentence of
                    Section 7.2 shall terminate, and only the rights of FemPharm
                    under such sentence shall survive.

               (iii) If FemPharm elects to exercise its rights under this
                    Section 14.7 due to an uncured material breach by Vivus of
                    its obligations under Section 2.5(a), then Section 2.5(b)
                    shall be deemed to terminate unless FemPharm achieves an
                    injunction that enjoins Vivus from further violations of the
                    terms of Section 2.5(a).

14.8     TERMINATION FOR FAILURE TO ACHIEVE (*)

         Vivus has the right to terminate this Agreement by providing written
         notice thereof to FemPharm within thirty (30) days after the occurrence
         of the following: Acrux DDS Pty Limited. has not (*) after the
         Effective Date that

                                       83
<PAGE>

         (*). If Vivus terminates the Agreement under this Section 14.8, then:

          (a)  FemPharm shall (*), and (*). Additionally, FemPharm and  Acrux
               Limited shall promptly (*) of this Section 14.8.

          (b)  In the event of termination under this Section 14.8, all terms
               and conditions of this Agreement shall terminate and have no
               further force or effect except that this Section 14.8 and
               Articles and Sections 9.3, 10 (but only for five (5) years after
               termination and excluding the obligation to issue a press release
               under Section 10.13), 11.2, 11.3, 12.2, 13.4, 13.5, 14.4, 14.9,
               and 15 shall survive. For clarity, all of Vivus' payment
               obligations, including obligations to reimburse FemPharm, shall
               terminate and have no further force or effect immediately upon
               Vivus' notice. The Development Plan shall be deemed terminated
               and of no further force or effect.

14.9     REMEDIES

         Termination of this Agreement as provided in Sections 5.17(b), 14.2,
         14.3, and 14.8, and termination of certain provisions of this Agreement
         as provided in Section 14.6 and 14.7, is a cumulative remedy, and each
         Party will be entitled to seek any other rights or remedies available
         to it at law or in equity for any breach or non-observance of this
         Agreement.

                                       84
<PAGE>

15.      GENERAL
--------------------------------------------------------------------------------
15.1     NOTICES

         Any notice given pursuant to this Agreement must be in writing and may
         be given by pre-paid express courier addressed to the other Party at
         the address specified in this Agreement or as subsequently notified in
         writing, or by hand delivery or facsimile or electronic transmission to
         the same address and any such notice is deemed to have been received:

          (a)  if served by express courier on the date signed for;

          (b)  if served by hand delivery, on the date delivered by hand;

          (c)  if sent by facsimile transmission, when the transmitting machine
               produces a written report that the notice has been effectively
               sent to the other party, if the sender confirms such notice by
               express courier or hand delivery;

          (d)  if sent by electronic transmission, when the transmitting
               computer produces a written report that the notice has been
               effectively sent to the other party, if the sender confirms such
               notice by express courier or hand delivery;

         If a notice is deemed under clause (c) or (d) to have been received on
         a day which is not a Business Day, it is deemed to have been received
         on the next Business Day.

         The address for service of any notice is:
         To FemPharm


         FemPharm Pty Ltd
         103-113 Stanley Street
         West Melbourne   Victoria    3003
         Australia
         Facsimile:
         Email:

                                       85
<PAGE>

         with a copy to:

         Mr. P G Willcocks
         Lander & Rogers, Lawyers
         Level 12, 600 Bourke Street
         Melbourne Victoria 3000
         Australia Facsimile:
         Email:

         To Vivus


         with a copy to:
         Facsimile:
         Email:

15.2     INDEMNIFICATION

          (a)  Vivus is responsible for, and will indemnify, hold harmless and
               defend FemPharm, its Affiliates and their respective officers,
               directors, employees and agents against any and all claims,
               damages, losses, costs, expenses (including reasonable attorneys'
               and professional fees and other expenses of litigation), and
               liabilities, resulting from any third party claims, actions,
               suits, or allegations ("Claims") to the extent the Claim results
               from or arises out of: (a) the negligence, recklessness, or
               willful misconduct of Vivus, its Controlled Affiliates, or its
               sub-licensees, or their respective officers, directors,
               employees, or agents; (b) Vivus' breach of its obligations,
               representations or warranties under this Agreement; or (c) the
               development, manufacture, promotion, use or sale of any Product
               by Vivus, its Affiliate, or its sub-licensee, or by any of their
               respective customers or end-users. Notwithstanding the foregoing,
               Vivus' obligations under this Section 15.2 will not apply to any
               Claim, to the extent that such Claim arises out of or results
               from (i) the development, manufacture, use, promotion, and/or
               sale of any product or technology (including Product) by FemPharm
               or its Affiliate or licensee (other than Vivus, but including
               Product sold by Vivus under any supply agreement with FemPharm or
               any Acrux Controlled Affiliate), or any

                                       86
<PAGE>

               of their respective customers or end-users; (ii) FemPharm's or an
               Acrux Controlled Affiliate's breach of its obligations,
               representations, or warranties under this Agreement; or (iii) the
               negligence, recklessness, or willful misconduct of FemPharm, its
               Affiliates, or licensees (other than Vivus) or their respective
               officers, directors, employees, or agents; or (iv) claims of any
               participant in any Clinical Trials performed by or under
               authority of FemPharm or an Acrux Controlled Affiliate.

          (b)  FemPharm and Acrux Limited shall be responsible for, and will
               indemnify, hold harmless and defend Vivus, its Affiliates and
               their respective officers, directors, employees and agents
               against any and all claims, damages, losses, costs, expenses
               (including reasonable attorneys' and professional fees and other
               expenses of litigation), and liabilities, resulting from any
               third party claims, actions, suits, or allegations ("Claims")
               resulting from or arising out of: (i) the development,
               manufacture, use, promotion, and/or sale of any product
               (including Product) by FemPharm or an Acrux Controlled Affiliate
               or their licensees (other than Vivus, but including Product sold
               by Vivus under any supply agreement with FemPharm or any Acrux
               Controlled Affiliate and including liability to patients in
               connection with any Clinical Trials by FemPharm), or any of
               FemPharm's or an Acrux Controlled Affiliate's or FemPharm
               licensee's respective customers or end-users; (ii) FemPharm's or
               an Acrux Controlled Affiliate's breach of its obligations,
               representations, or warranties under this Agreement; or (iii) the
               negligence, recklessness, or willful misconduct of FemPharm, an
               Acrux Controlled Affiliate, or licensees (other than Vivus) or
               their respective officers, directors, employees, or agents.
               Notwithstanding the foregoing, FemPharm's and Acrux Limited's
               obligations under this Section 15.2 will not apply to any Claim,
               to the extent that such Claim is the subject of an
               indemnification obligation under Section 15.2(a) above.

          (c)  A Party that intends to claim indemnification under this Section
               15 (the "Indemnitee") shall promptly notify the other Party (the
               "Indemnitor") in writing

                                       87
<PAGE>

               of any Claim, in respect of which the Indemnitee intends to claim
               such indemnification, and the Indemnitor shall have sole control
               of the defense and/or settlement thereof. The indemnity
               arrangement in this Section 15 shall not apply to amounts paid in
               settlement of any action with respect to a Claim, if such
               settlement is effected without the consent of the Indemnitor,
               which consent shall not be withheld unreasonably. The failure to
               deliver written notice to the Indemnitor within a reasonable time
               after the commencement of any action with respect to a Claim, if
               prejudicial to its ability to defend such action, shall relieve
               such Indemnitor of any liability to the Indemnitee under this
               Section 15 but the omission so to deliver written notice to the
               Indemnitor shall not relieve the Indemnitor of any liability that
               it may have to any Indemnitee otherwise than under this Section
               15. The Indemnitee under this Section 15, shall cooperate fully
               with the Indemnitor and its legal representatives in the
               investigation of any action with respect to a Claim covered by
               this indemnification, at the Indemnitor's expense.
               Notwithstanding the foregoing, the Indemnitor shall not be
               responsible for any costs or expenses incurred by the Indemnitee
               or its Affiliate, or the directors, officers, employees,
               successors or assigns of the Indemnitee or its Affiliate, without
               the prior written consent of the Indemnitor, not to be
               unreasonably withheld.

15.3     DAMAGES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

         Notwithstanding anything to the contrary, a breach of warranty under
         this Agreement shall have the same effect as a breach of a covenant,
         and each Party shall be entitled to recover for a breach of a warranty
         by the other Party the same contractual damages as if such other Party
         had breached a covenant, subject to Section 13.5.

15.4     WAIVER

         A waiver by any Party of any breach or a failure to enforce or to
         insist upon the observance of a condition of this Agreement will not be
         a waiver of any

                                       88
<PAGE>

         other or of any subsequent breach. No waiver under this Agreement is
         binding unless in writing and signed by the Party giving the waiver.

15.5     SEVERANCE

         If any part of this Agreement is held to be invalid, unenforceable,
         illegal, void or voidable for any reason, this Agreement will be
         construed and be binding on the Parties to the maximum extent possible,
         as if the invalid, unenforceable, illegal, void or voidable part had
         been deleted from this Agreement or read down to the extent necessary
         to overcome the difficulty.

15.6     SUCCESSORS AND ASSIGNS

         This Agreement is binding on and continues for the benefit of each
         Party, its successors and permitted assigns.

15.7     CONTINUING OBLIGATIONS

         The expiration or termination of this Agreement does not operate to
         terminate any of the surviving obligations under this Agreement, which
         will remain in full force and effect and binding on the Party
         concerned.

15.8     VARIATION

         No variation, modification or amendment of this Agreement is binding on
         the Parties unless in writing and signed by both Parties.

15.9     APPLICABLE LAW

         This Agreement, and all disputes under Section 15.10, shall be governed
         by and construed in accordance with the laws of California, USA, and
         the Parties submit themselves to the non-exclusive jurisdiction of the
         courts having San Francisco within their jurisdiction.

                                       89
<PAGE>

15.10    DISPUTE RESOLUTION

         If any claim, controversy, difference or dispute between the Parties
         arises at any time under this Agreement, including as to its existence,
         validity, interpretation, effect, breach or termination, (a "Dispute"),
         then either Party may give the other a written notice of Dispute
         reasonably identifying and providing a description of the Dispute.
         Notwithstanding the existence of a Dispute, the Parties must continue
         to perform this Agreement, unless the Agreement is terminated in
         accordance with its terms. If there is a Dispute, however, regarding
         whether or not a breach of this Agreement has occurred, then notice of
         such a Dispute will toll the cure period, and the Agreement will remain
         in effect until the Dispute is resolved. If such a Dispute is finally
         resolved in favour of the Party giving notice of breach, then the
         Agreement will terminate sixty (60) days after the final determination
         is made unless the other Party cures the breach within such sixty (60)
         day period. If a Party gives written notice of a Dispute, then senior
         executive officers from both Parties will meet promptly thereafter and
         negotiate in good faith to resolve the Dispute as quickly and cost
         effectively as possible. If the Parties have not resolved the Dispute
         within sixty (60) days of the date of the written notice of the
         Dispute, then either Party may, by written notice to the other Party,
         submit such Dispute to final and binding arbitration under the then
         current Comprehensive Arbitration Rules and Procedures of the Judicial
         Arbitration and Mediation Services ("JAMS"), except as such rules may
         be modified in this agreement ("Rules"). The Parties agree that any
         such Dispute will be settled by three (3) arbitrators which are
         appointed within 90 days of service by one Party of a request for
         arbitration on the other Party. Each Party will select one arbitrator,
         and the third arbitrator will be appointed by JAMS, as provided in the
         Rules. The arbitration proceedings will take place, and the
         arbitrators' award will be rendered, in Honolulu, Hawaii or such other
         location as may be agreed in writing by the Parties. The decision of
         the arbitrators will be final and binding on the Parties. The
         arbitrators will prepare and deliver to the Parties a written, reasoned
         opinion conferring their decision. Judgment on the award so rendered
         may be entered in any court having competent jurisdiction thereover.
         Each Party may, without breach of this Section 15.10 or waiving any
         remedy under this Agreement, seek from any court having jurisdiction
         any injunctive or

                                       90
<PAGE>

         provisional relief necessary to protect the rights or property of that
         Party pending the arbitration award. Each Party shall bear its own
         costs and expenses and attorneys' fees and an equal share of the
         arbitrators' and any administrative fees of arbitration. The Parties
         further agree that any payments made pursuant to this Agreement pending
         resolution of the dispute shall be refunded if an arbitrator or court
         determines that such payments are not due.

15.11    DISPUTE REGARDING LICENSE NECESSITY.

         If FemPharm disputes, under Section 4.3, that a particular patent
         license is "necessary" as defined in that Section, then the Parties
         shall resolve such dispute by submitting such dispute for resolution to
         a mutually agreed independent patent attorney with substantial
         experience regarding the scope, validity and enforceability of patents
         covering subject matters similar to the third party patent in question
         (the "Neutral"). If the Parties cannot agree on a Neutral within thirty
         (30) days of the request of either Party, then the Neutral shall be
         selected by the Chairman of the Intellectual Property section of the
         American Bar Association. The Neutral shall not have any current
         interest in or current or prior involvement with either Party, unless
         the Parties agree otherwise. Within 10 days following the
         identification of the Neutral, each Party shall submit to the Neutral
         in writing its statement of the issue in dispute; and the basis for its
         position that the patent license that is the subject of the dispute is,
         or is not, (as applicable) "necessary" as defined in Section 4.3. No
         ex-parte communication with the Neutral shall be allowed without the
         consent of the other Party. The Neutral may follow such procedures as
         he or she desires, provided that the Neutral shall decide the issue in
         favor of one Party within thirty (30) days of submission of the
         statements. If the Neutral determines that the subject patent license
         is "necessary", then Vivus shall be entitled to credit royalties as
         provided in Section 4.3, and otherwise no credit shall be permitted
         (except as may otherwise be agreed by the Parties in writing). The
         Parties shall equally share the costs associated with the Neutral's
         activities under this Section 15.11. Each Party shall cooperate to
         allow the Neutral to complete his/her obligations under this Section.
         If

                                       91
<PAGE>

         Vivus has in fact taken a license for the Product, the license shall be
         considered necessary unless otherwise established in such proceeding.

15.12    COUNTERPARTS

         This Agreement may be signed in any number of counterparts and all such
         counterparts taken together are deemed to constitute one and the same
         document.

15.13    COSTS

         Each Party must pay their own legal, accounting and other costs in
         relation to the negotiation, preparation, execution and implementation
         of this Agreement.

15.14    PAYMENT

         All payments to be made under this Agreement must be paid by electronic
         transfer to the bank account nominated in writing by the Party to whom
         the payment is to be made and received into that account in cleared
         funds on the date the payment is due.

15.15    ENTIRE AGREEMENT

         This Agreement and the Guaranty Agreement constitute the entire
         agreement and basis of the transaction between the Parties in relation
         to its subject matter and supersedes all other prior and
         contemporaneous communications, negotiations, arrangements and
         agreements between FemPharm and Vivus whether oral or in writing,
         except that confidential information disclosed by a Party pursuant to
         the non disclosure agreement between FemPharm and Vivus prior to the
         Effective Date shall be treated as Confidential Information of the
         disclosing Party to the extent set forth in this Agreement, and the
         Testosterone Agreement shall remain in full force and effect.

15.16    INJUNCTIVE RELIEF

         Each Party acknowledges that monetary damages alone may not be adequate
         compensation for a breach of this Agreement by the other Party,
         including breach of Article 10. Each Party is entitled to seek
         injunctive relief from a court of competent

                                       92
<PAGE>

         jurisdiction as a remedy for any breach or threatened breach of this
         Agreement, in addition to any other remedies available at law or in
         equity under or independently of this Agreement, each to the extent
         available in accordance with applicable law.

15.17    INDEPENDENT CONTRACTORS

         The relationship of the Parties hereto is that of independent
         contractors. The Parties hereto shall not be deemed to be agents,
         partners or joint venturers of the others for any purpose as a result
         of this Agreement or the transactions contemplated thereby, and neither
         Party shall have the authority to agree to any obligation or commitment
         for the other.

15.18    FORCE MAJEURE

         Neither Party shall lose any rights hereunder, be considered in breach
         of this Agreement, or be liable to the other Party for damages or
         losses on account of its failure to perform if the failure is
         occasioned by war, strike, fire, act of God, earthquake, flood,
         lockout, embargo, failure of suppliers, power failures, or any other
         reason where failure to perform is beyond the reasonable control of the
         non-performing Party (a "Force Majeure"), provided that after the Force
         Majeure occurs, the non-performing Party uses reasonable efforts to
         avoid the effects of such Force Majeure, and to perform its
         obligations, each to the extent reasonably practicable (it being agreed
         that in no event shall a Party be required to settle any labor dispute
         or disturbance).

15.19    BANKRUPTCY

         All rights and licenses granted under or pursuant to this Agreement by
         each Party as a licensor are, and shall otherwise be deemed to be, for
         purposes of Section 365(n) of Title 11, U.S. Code (the "Bankruptcy
         Code"), licenses of rights to "intellectual property" as defined under
         section 101(35A) of the Bankruptcy Code. The Parties agree that each
         licensee of such rights under this Agreement, shall retain and may
         fully exercise all rights and elections it would have in the case of a
         licensor bankruptcy under the Bankruptcy Code. Each Party agrees during
         the term of this Agreement to create or maintain current copies, or if
         not amenable to copying, detailed descriptions or other appropriate
         embodiments, of all such intellectual property licensed to the other
         Party.

                                       93
<PAGE>

15.20    ACRUX DDS AS A PARTY

         Acrux DDS Pty Limited agrees to be fully and independently bound by the
         Sections to which it is expressly a party under this Agreement, and
         including also the provisions of Article14 (it being understood that
         only Vivus or FemPharm may terminate this Agreement in accordance with
         its terms). Notwithstanding the foregoing, Acrux DDS Pty Limited
         acknowledges that Vivus shall have no independent obligations to Acrux
         DDS Pty Limited under this Agreement, and all of Vivus' obligations
         under this Agreement and this Section 15.20 shall be satisfied upon
         Vivus' performance or tender of performance to FemPharm. In addition,
         any notice given to or from FemPharm and FemPharm's consent, approval,
         agreement, actions or inactions shall be deemed notices to and from,
         and the consent, approval, or agreement of, or actions or inactions
         authorized by Acrux DDS Pty Limited. Acrux DDS Pty Limited agrees to be
         likewise bound by any and all amendments to this Agreement, which
         amendments shall not require Acrux DDS Pty Limited's approval. It is
         understood and agreed that Acrux DDS Pty Limited may look only to
         FemPharm for any share of or benefit from Vivus' performance or
         undertakings under this Agreement, and Vivus shall have no
         responsibilities to Acrux DDS Pty Limited in that regard.

15.21    SURVIVAL OF SUBLICENSES

         If FemPharm terminates the Agreement, then any existing sublicense
         agreement with a non-Affiliate granted by Vivus hereunder shall remain
         in force provided that such sublicensee agrees in writing to be bound
         by and perform to the same extent as required of Vivus under this
         Agreement. For clarity, it is understood that the foregoing shall not
         have the effect of expanding or increasing the rights of the
         sublicensee beyond the rights granted to it under the sublicense
         agreement.

                                       94
<PAGE>

EXECUTION

EXECUTED by FEMPHARM PTY                       )
LTD by being signed by:                        )
                                               )
                                               )
                                               )
                                               )
/s/ Igor Gorda                                   /s/ Igor Gorda
-------------------------------------            -------------------------------
Signature of director/secretary                  Signature of director

Igor Gorda                                       Igor Gorda
-------------------------------------            -------------------------------
Name of director/secretary (please print)        Name of director (please print)




EXECUTED by VIVUS INC. by being                )
signed by:                                     )
                                               )
                                               )
                                               )
                                               )
                                                 /s/ Leland Wilson
---------------------------------------          -------------------------------
                                                 Signature


---------------------------------------          -------------------------------
Leland Wilson, President & CEO                   Name and Title





EXECUTED by ACRUX DDS PTY ) LTD by being signed by:  )
                                                     )
                                                     )
                                                     )
                                                     )
/s/ Igor Gorda                                   /s/ Igor Gorda
---------------------------------------          -------------------------------
Signature of director/secretary                  Signature of director

Igor Gorda                                       Igor Gorda
---------------------------------------          -------------------------------
Name of director/secretary (please print)        Name of director (please print)


                                       95
<PAGE>

                                   ANNEXURE A

                                DEVELOPMENT PLAN
































                                       96
<PAGE>

                                   ANNEXURE B

                    FEMPHARM PATENTS AND PATENT APPLICATIONS






-------   -------   ----------   -----------   -------   -------   ----------
PATENTS                                        DATE OF   DATE OF   EXPIRATION
GRANTED   COUNTRY   PATENT NO.   APPLIC. NO.   ISSUE     FILING    DATE
-------   -------   ----------   -----------   -------   -------   ----------


                                      (**)

































                                       97
<PAGE>

                                   ANNEXURE C

                      METERED DOSE TRANSDERMAL SPRAY SYSTEM

                                      (**)
































                                       98
<PAGE>

                                   ANNEXURE D

                              FORM OF PRESS RELEASE






































                                       99
<PAGE>

                                   ANNEXURE E

                         CHEMICAL STRUCTURE OF ESTRADIOL

                                      (**)

































                                       100
<PAGE>

                                   ANNEXURE F

                              EXCLUDED INDICATIONS

                                      (**)































                                       101
<PAGE>

                                   ANNEXURE G

                           SAMPLE ROYALTY CALCULATION
































                                       102