Unassociated Document


    
      Exhibit
10.3



      


      


      =========================================================================================================================================

      


      FORM
OF

      


      NEBIDO

      


      CONTINGENT
CASH CONSIDERATION AGREEMENT

      


      by and
between

      


      ENDO PHARMACEUTICALS
HOLDINGS INC.


      and

      


      AMERICAN STOCK TRANSFER
& TRUST COMPANY

      


      as

      


      Paying
Agent

      


      ___________

      


      Dated as
of [    ], 2009

      


      ___________

      


      


      


      =========================================================================================================================================

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      TABLE OF
CONTENTS

      


      Page

      


      
        	
                Section
      1.

              	
                Appointment
      of Paying Agent

              	
                2

              
	
                Section
      2.

              	
                No
      Certificates

              	
                2

              
	
                Section
      3.

              	
                Registration
      by the Paying Agent

              	
                2

              
	
                Section
      4.

              	
                Rights
      of Nebido CCCP Holder

              	
                2

              
	
                Section
      5.

              	
                Non-transferability

              	
                3

              
	
                Section
      6.

              	
                Transfer
      of Nebido CCCPs

              	
                3

              
	
                Section
      7.

              	
                Payment
      Procedures

              	
                4

              
	
                Section
      8.

              	
                Notices
      to the Company and Paying Agent

              	
                11

              
	
                Section
      9.

              	
                Supplements
      and Amendments; Actions

              	
                12

              
	
                Section
      10.

              	
                Enforcement
      of Rights of Holders

              	
                13

              
	
                Section
      11.

              	
                Company
      May Consolidate, Etc.

              	
                13

              
	
                Section
      12.

              	
                Certain
      Rights of the Paying Agent

              	
                15

              
	
                Section
      13.

              	
                Designation;
      Removal; Successor Paying Agent

              	
                17

              
	
                Section
      14.

              	
                Successors

              	
                18

              
	
                Section
      15.

              	
                Termination;
      Effect of Termination

              	
                18

              
	
                Section
      16.

              	
                Governing
      Law

              	
                18

              
	
                Section
      17.

              	
                Benefits
      of this Agreement

              	
                18

              
	
                Section
      18.

              	
                Counterparts

              	
                19

              
	
                Section
      19.

              	
                Headings

              	
                19

              
	
                Section
      20.

              	
                Additional
      Covenants

              	
                19

              
	
                Section
      21.

              	
                Negotiation;
      Arbitration

              	
                19

              


      

       

       

       

      
 

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      INDEX OF
DEFINED TERMS

      


      
        
          
            
              
                	
                        Agreement

                      	
                        1

                      
	
                        Approval
      Deadline

                      	
                        5

                      
	
                        Approval
      Non-Compliance Certificate

                      	
                        9

                      
	
                        Approval
      With Label Compliance Certificate

                      	
                        5,
      6

                      
	
                        Approval
      With Label Milestone

                      	
                        5

                      
	
                        Approval
      With Label Milestone Date

                      	
                        5

                      
	
                        Approval
      With Label Payment Amount

                      	
                        5

                      
	
                        Approval
      Without Label Compliance Certificate

                      	
                        5

                      
	
                        Approval
      Without Label Milestone

                      	
                        6

                      
	
                        Approval
      Without Label Milestone Date

                      	
                        6

                      
	
                        Approval
      Without Label Payment Amount

                      	
                        6

                      
	
                        Board
      Resolution

                      	
                        12

                      
	
                        Company

                      	
                        1

                      
	
                        Co-Paying
      Agents

                      	
                        2

                      
	
                        Determinations

                      	
                        11

                      
	
                        Effective
      Time

                      	
                        1

                      
	
                        Escrow
      Amount

                      	
                        1

                      
	
                        FDA

                      	
                        5

                      
	
                        Holder

                      	
                        2

                      
	
                        IFRS

                      	
                        8

                      
	Indevus	
                          1 

                      
	Indevus
      Common Stock	
                        1 

                      
	
                        Merger

                      	
                        1

                      
	
                        Merger
      Agreement

                      	
                        1

                      
	
                        Merger
      Sub

                      	
                        1

                      
	
                        Nebido
      CCCP

                      	
                        1

                      
	
                        Net
      Sales

                      	
                        7

                      
	
                        Net
      Sales Milestone

                      	
                        7

                      
	
                        Net
      Sales Milestone Date

                      	
                        6

                      
	
                        Net
      Sales Non-Compliance Certificate

                      	
                        9

                      
	
                        Net
      Sales Payment Amount

                      	
                        7

                      
	
                        Non-Compliance
      Certificate

                      	
                        9

                      
	
                        Notice
      of Objection

                      	
                        10

                      
	
                        Offer

                      	
                        1

                      
	
                        Offer
      Closing

                      	
                        1

                      
	
                        Paying
      Agent

                      	
                        1

                      
	
                        Payment
      Amounts

                      	
                        11

                      
	
                        Permitted
      Transfer

                      	
                        3

                      
	
                        Release
      Date

                      	
                        4

                      
	
                        Surviving
      Person

                      	
                        13

                      
	
                        Termination
      Date

                      	
                        7

                      


              

            

          

        

      

       

       

      
 

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      


       

      This
NEBIDO CONTINGENT CASH CONSIDERATION AGREEMENT (this "Agreement"), dated as
of [  ], 2009, is entered into by and between Endo Pharmaceuticals
Holdings Inc., a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, as Paying Agent (the "Paying
Agent").

       

       

      W I T N E
S S E T H:

       

      WHEREAS,
the Company, [Merger Sub], a Delaware corporation and wholly-owned subsidiary of
the Company ("Merger
Sub"), and Indfevus Pharmaceuticals, Inc., a Delaware corporation ("Indevus"), have
entered into an Agreement and Plan of Merger, dated as of January 5, 2008 (as
may be amended and restated from time to time, the "Merger Agreement"),
pursuant to which, among other things, Merger Sub has commenced an offer (as it
may be amended from time to time as permitted under the Merger Agreement, the
''Offer'') to
purchase all of the outstanding shares of common stock, par value $0.001 per
share, of Indevus (the "Indevus
Common Stock"), and,
at the Effective Time (as defined in the Merger Agreement), Merger Sub will be
merged (the "Merger") with and
into Indevus, with Indevus continuing as the surviving corporation and as a
wholly-owned subsidiary of the Company;

       

      WHEREAS,
the consideration to be paid for each share of Ipswich Common Stock by Merger
Sub in the Offer and pursuant to the Merger Agreement includes contingent
consideration payments as hereinafter described (each, a "Nebido CCCP" and
collectively, the "Nebido
CCCPs");

       

      WHEREAS,
each holder of [IPSWICH] Common Stock who tenders Indevus Common Stock in the
Offer or who is entitled to receive the Merger Consideration (as defined in the
Merger Agreement) will also receive one or more Nebido CCCPs in consideration
for such holder's shares of Indevus Common Stock in the amounts and subject
to the terms and conditions set forth herein;

       

      WHEREAS,
all things necessary have been done to make the obligations of the Company
hereunder the valid obligations of the Company, and to make this Agreement a
valid agreement of the Company, in accordance with its terms;

       

      WHEREAS,
at the Offer Closing (as defined in the Merger Agreement, the "Offer Closing"), the
Company will deposit $[     ] in cash (the "Escrow Amount") with
the Paying Agent, which amount is equal to the aggregate Approval With Label
Payment Amount (as defined below) payable upon the occurrence of the Approval
With Label Milestone Date (as defined below), to be held and disposed of by the
Paying Agent in accordance with this Agreement; and

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WHEREAS,
the Company desires the Paying Agent to act on behalf of the Company, and the
Paying Agent is willing to make payments in satisfaction of the Company's
obligations with respect to the Nebido CCCPs as provided herein.

       

      NOW,
THEREFORE, in consideration of the premises and mutual agreements herein, the
Company and the Paying Agent hereby agree as follows:

       

      Section
1.    Appointment
of Paying Agent.  The
Company hereby appoints American Stock Transfer & Trust Company as the
Paying Agent to act as agent for the Company in accordance with the instructions
hereinafter set forth in this Agreement, and the Paying Agent hereby accepts
such appointment.  The Company may from time to time appoint
additional paying agents ("Co-Paying Agent(s) )
as it may deem necessary or desirable. The Paying Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of any
such Co-Paying Agents.  In the event of the appointment of a Co-Paying
Agent pursuant to this Section 1, the Company shall cause such Co-Paying Agent
to become vested with the same powers, rights, duties and responsibilities as if
it had originally been named as Paying Agent.

       

      Section
2.    No
Certificates.  The Nebido CCCPs shall not be evidenced by a
certificate or other instrument.

       

      Section
3.    Registration by the Paying
Agent.

       

      (a)           The Company and the Paying Agent may deem and treat the registered holder (the
"Holder") of a Nebido CCCP as the absolute owner thereof for all purposes, and neither the
Company nor the Paying
Agent shall be affected by any notice to the
contrary.

       

      (b)           The Company shall cause to be kept at
the Paying
Agent's principal office a register
(the "Nebido
CCCP Register") in which the Paying Agent shall provide for the registration of
the Nebido CCCPs.  The Nebido CCCPs shall be registered in the names and addresses of, and in the denomination as set forth
in, the applicable letter of transmittal
accompanying the shares of Indevus Common Stock surrendered by the holder thereof in
connection with the Offer
or the Merger pursuant to the Merger
Agreement. A Holder may make a written request to
the Paying
Agent or the Company to change such Holder's address of record in the Nebido CCCP Register.  The written request must be duly
executed by the Holder.  Upon receipt of such written request by the Paying Agent or the Company, the Paying Agent shall promptly record the change of
address in the Nebido
CCCP Register. The Paying Agent shall provide a copy of the Nebido CCCP Register to the Company upon request.

       

      Section
4.    Rights of Nebido CCCP
Holder.  Nothing contained in this 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Agreement
shall be construed as conferring upon any Holder, by virtue of being a Holder of
a Nebido CCCP, the right to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter, or any rights of any kind or
nature whatsoever as a stockholder of the Company, either at law or in
equity.  The rights of a Holder are limited to those expressed in this
Agreement.

       

      Section
5.    Non-transferability.  The
Nebido CCCPs and any interest therein shall not be sold, assigned, transferred,
pledged, encumbered or in any other manner transferred or disposed of, in whole
or in part, other than through a Permitted Transfer (as defined herein) and, in
the case of a Permitted Transfer, only in accordance with Section 6
hereof.  A "Permitted Transfer"
shall mean (a) the transfer of any or all of the Nebido CCCPs on death, by will
or intestacy; (b) transfer by instrument to an inter vivos or testamentary trust
in which the Nebido CCCPs are to be passed to beneficiaries upon the death of
the trustee, (c) transfers made pursuant to a court order of a court of
competent jurisdiction (such as in connection with divorce, bankruptcy or
liquidation); (d) if the Holder is a partnership or limited liability company, a
distribution by the transferring partnership or limited liability company to its
partners or members, as applicable; or (e) a transfer made by operation of law
(such as a merger).

       

      Section
6.    Transfer of Nebido CCCPs.

       

      (a)           Subject to the restrictions on transferability set forth in
Section 5 hereof, the Paying Agent shall, from time to time, register the transfer of any outstanding
Nebido CCCPs upon the Nebido CCCP Register, upon delivery to the Paying Agent of a written instrument or instruments of
transfer and other
requested documentation in
form satisfactory to the Company and the Paying Agent, duly executed by the registered Holder
or Holders thereof or by
the duly appointed legal
representative thereof
or by a duly authorized
attorney, such signature to
be guaranteed by a
participant in a recognized Signature Guarantee Medallion Program.  A request for a transfer of
a Nebido CCCP shall be accompanied by such documentation establishing
satisfaction of the conditions set forth in Section 5 hereof as may be reasonably requested by the
Company (including opinions of counsel, if appropriate).  Upon receipt of
documentation reasonably
satisfactory to the
Company, the Company shall authorize the Paying Agent to permit the transfer of a
Nebido CCCP.  The Paying Agent shall not permit the transfer of a
Nebido CCCP until it is so authorized by the
Company.  No
transfer of a Nebido
CCCP shall be valid until registered in the Nebido CCCP Register and any transfer not duly
registered in the Nebido
CCCP Register will be void ab
initio. All transfers of Nebido CCCPs registered in the Nebido CCCP Register shall be the valid obligations
of the Company, representing the same rights to receive cash as the Nebido CCCPs 

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      transferred then entitled such transferee to receive, and shall entitle the transferee to
the same benefits and rights under this Agreement as those held by the
transferor.
It
is clarified that the Nebido CCCP Register will show one position for Cede &
Co which represents all the Shares held by DTC on behalf of the street holders
of the Shares as of the Effective Time and the Paying Agent will have no
responsibility whatsoever directly to the street holders with respect to
transfer of Nebido CCCP. It is also clarified that with respect to any payments
to be made under Section 7 below, the Paying Agent will accomplish the payment
to the street holders by sending one lump payment to DTC,  who will
then be required to distribute the payments to brokers and shareholders as of
the Effective Time. The Paying Agent will have no responsibilities whatsoever
with regards to distribution of payments to the street holders
directly.

       

      (b)           No service charge shall be made for any registration of transfer
of Nebido CCCPs.  The Paying Agent shall have no duty or obligation to
take any action under any Section of this Agreement which requires the payment
by a Holder of a Nebido
CCCP of applicable taxes and charges unless
and until the Paying
Agent is satisfied that all
such taxes and/or charges
have been paid.

       

      Section
7.    Payment Procedures.

       

      (a)           Escrow
Amount.

       

      (i)             Any amounts payable to any Holder pursuant
to this Agreement shall be paid first out of the Escrow Amount to the extent of the then
remaining Escrow Amount.

      (ii)            If the Approval With Label Milestone
Date or the Approval Without Label Milestone Date
(each as defined below) shall have occurred, on the payment date set forth in any
certificate delivered pursuant to Section 7(b)(i) or Section 7(c)(i) hereof, as applicable, and following the payment of the Approval With Label Payment Amount or
the Approval Without Label
Payment Amount (each
as defined
below), as
applicable, in accordance
with this Section 7, the Paying Agent shall deliver the then remaining Escrow
Amount to the Company free
and clear of any interest of any Holder.

       

      (iii)            Notwithstanding any other provision in
this Agreement,
on December 15, 2009 (the "Release
Date"), the Paying Agent shall deliver the then remaining Escrow
Amount to the Company free
and clear of any interest of any Holder; provided, however, that such delivery shall not limit or
otherwise act to diminish the obligations of the Company hereunder, including,
without limitation, any obligations to pay any amounts to Holders if and when
payable.

       

      (b)           Approval
With Label.

       

      (i)             Within 5 business days following the occurrence of the
Approval With Label Milestone Date, the Company shall deliver to the
Paying Agent (A) a certificate (the "Approval

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      With Label
Compliance Certificate") certifying that the Holders are entitled to receive the Approval
With Label Payment Amount and establishing a payment date with respect to the Approval With Label Payment Amount that is within
5 business days of the date of the issuance of such certificate and (B) if the Release Date shall have occurred, an amount in cash equal to the aggregate Approval With Label Payment Amount with respect to Nebido CCCPs held by all Holders. Upon payment of such aggregate Approval With Label Payment Amount, no further payment by the Company pursuant to this
Agreement shall be
required.

       

      (ii)            "Approval
With Label Milestone Date") shall mean the date on which the
Company (or any of its subsidiaries) receives an approval letter from the U.S. Food and
Drug Administration (the "FDA") with respect to its new drug application for Nebido (as
defined in the Merger Agreement), which approval letter grants the Company the
right to market and sell Nebido immediately and provides labeling
for Nebido that does not contain a "boxed warning" (as defined in 21 CFR 201.57(c)(1)) (the "Approval
With Label Milestone"); provided, however, that, subject to Section 7(l)
hereof, if the Approval With Label Milestone
Date does not occur on or before the third anniversary of the Offer Closing (the "Approval
Deadline"), the Nebido CCCPs will terminate and all rights
thereunder and all rights in respect thereof under this Agreement shall cease;
provided, further, that in no event shall the Approval
With Label Milestone Date occur if the Approval Without Label Milestone Date
shall have already occurred.

       

      (iii)           "Approval
With Label Payment
Amount" means an amount equal to $2.00 per Nebido CCCP, without interest thereon, payable in cash.

       

      (c)           Approval
Without Label.

       

      (i)             Within 5 business days following the occurrence of the Approval
Without Label Milestone Date, the Company shall deliver to the Paying Agent (A) a certificate (the "Approval
Without Label Compliance Certificate") certifying that the Holders are entitled
to receive the Approval Without Label Payment Amount and establishing a payment date with respect to the Approval Without Label Payment Amount that is within 5 business days of the date of such certificate and (B) if the Release Date shall have occurred,
an amount in cash equal to the aggregate Approval Without 

       

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Label Payment Amount with respect to
Nebido CCCPs held by all Holders.

       

      (ii)            "Approval
Without Label Milestone Date" shall mean the date on which the
Company (or any of its subsidiaries) receives an approval letter from the FDA with respect to its new drug application for Nebido (as
defined in the Merger Agreement), which approval letter grants the Company the
right to market and sell Nebido immediately and provides labeling for Nebido
that contains a "boxed warning" (as defined in 21 CFR 201.57(c)(1)) (the "Approval
Without Label
Milestone"); provided, however, that, subject to Section 7(l)
hereof, if the Approval
Without Label Milestone Date does not occur on or before the Approval Deadline, the Nebido
CCCPs will be terminated and all rights
thereunder and all rights in respect thereof under this Agreement shall cease;
provided, further, that in no event shall the Approval
Without Label Milestone Date occur if the Approval With Label Milestone Date shall have
already occurred.

       

      (iii)           "Approval
Without Label
Payment Amount" means an amount equal to $1.00 per Nebido CCCP, without interest thereon, payable in cash.

       

      (iv)           If the Approval Without Label Milestone Date shall have
occurred, within 5 business days following the occurrence of the
Net Sales Milestone Date, the Company
shall, at such
time, deliver to the
Paying Agent (A) a certificate (the "Net Sales
Compliance Certificate") certifying that the Holders are entitled
to receive the Net
Sales Payment Amount
and establishing a payment date with respect to the Net Sales Payment Amount that is within
5 business days of the date of such certificate and (B) an amount in cash equal to the aggregate Net Sales Payment Amount with respect to
the Nebido CCCPs held by all Holders. Upon such payment, no further payment by
the Company pursuant to this Agreement shall be required.

       

      (v)            "Net Sales
Milestone
Date" shall mean the date following the Approval Without Label Milestone Date
on which the Company
(and its subsidiaries) publicly report audited financial statements which
reflect at least
$125,000,000 in cumulative Net Sales during any four consecutive calendar quarters ending on or prior to the fifth anniversary of the date of first commercial sale of
Nebido (the achievement of such Net Sales in
such time period, the

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      "Net Sales
Milestone" and such fifth anniversary, the "Termination
Date").

       

      (vi)           "Net
Sales Payment
Amount" means an amount equal to $1.00 per Nebido CCCP, without interest thereon, payable in cash.

       

      (vii)          "Net
Sales" means, with respect to Nebido, the gross amount invoiced by or on
behalf of the Company or its affiliates, licensees or sublicensees
for Nebido sold to
third parties other than licensees or
sublicensees in bona fide, arm's-length transactions, less
the following deductions,
determined in accordance with the Company's standard accounting methods as
generally and consistently applied by the Company, to the extent included in the
gross invoiced sales price of the product or otherwise directly paid
or incurred by the Company, its affiliates, licensees or sublicensees
acting on its behalf with respect to the sale of such
product:

       

      (1)        normal and customary trade and quantity
discounts actually allowed and properly taken directly with respect to sales of
the product;

       

      (2)        amounts repaid or credited by reasons of
defects, recalls, returns, rebates and allowances of goods or because of
retroactive price reductions specifically identifiable to the
product;

       

      (3)        chargebacks, rebates (or the equivalent
thereof) and other amounts
paid on sale or dispensing of the product;

       

      (4)        rebates (or the equivalent thereof) and
administrative fees paid to medical healthcare organizations, to group
purchasing organizations or to trade customers in line with approved contract
terms or other normal and
customary understandings and arrangements;

       

      (5)        amounts payable resulting from
governmental (or agency thereof) mandated rebate programs or chargeback
programs;

       

      (6)        tariffs, duties, excise, sales,
value-added and other taxes (other than taxes based on income) and charges of
Governmental Authorities;

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (7)        cash discounts for timely
payment;

       

      (8)        rebates paid to wholesalers for
inventory management programs;

       

      (9)        amounts repaid or credited or provisions
made for uncollectible amounts on previously sold products;
and

       

      (10)      required distribution commissions and
fees (such as fees related
to services provided pursuant to distribution service agreements with
major wholesalers) payable
to any third party providing distribution services to
the Company so long as such
commissions and
fees are consistent
with the distribution
commissions and fees
payable in respect to other branded prescription products commercialized by the
Company;

       

      all as determined in accordance with the
Company's usual and customary accounting methods, which shall be in
accordance with U.S. Generally Accepted Accounting Principles; or in accordance
with International Financial Reporting Standards "IFRS", should the Company be required to, or
elect to maintain records and books of accounts in accordance with
IFRS.  Sales from the Company to it's affiliates, licensees or sublicensees
shall be disregarded for purposes of calculating Net Sales.  Any of
the items set forth above that would otherwise be deducted from the invoice
price in the calculation of
Net Sales but which are charged to third parties shall not be deducted from the
invoice price in the calculation of Net Sales. Further:

       

      (1)        In the case of any sale or other
disposal of a product between or among the Company and its affiliates, licensees and sublicensees,
for resale, Net Sales shall be calculated as above only on the value charged or
invoiced on the first arm's-length sale thereafter to a
third party;

       

      (2)        In the case of any sale which is not
invoiced or is delivered
before invoice, Net Sales shall be calculated at the time of shipment or when
the product is paid for, if paid for before shipment or invoice;
and

       

      (3)        In the case of any sale or other
disposal for value, such as barter or counter-trade, of any product,
or part thereof, other than
in an arm's-length transaction exclusively for


       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      money and excluding any patient
assistance programs, Net Sales shall be calculated as above on the value of the
non-cash consideration received or the fair market price (if higher)
of the product in the
country of sale or disposal.

       

                  
(d)         If (A) prior to the delivery of an Approval
With Label Compliance Certificate or an Approval Without Label Compliance
Certificate, events or
circumstances occur that cause the Company reasonably to believe that either or both of the Approval With Label Milestone Date
or the Approval Without
Label will not and
cannot occur prior to the
Approval Deadline
or, (B) an approval of Nebido is obtained but
the Company determines that it does not meet the definition of an Approval With Label
Milestone or Approval
Without Label Milestone,
then within 30 days of the occurrence of such events or circumstances or
determination, the Company shall deliver to the Paying Agent a certificate (the
"Approval
Non-Compliance
Certificate") setting forth in reasonable detail the
events and circumstances underlying its belief that delivery of such Non-Compliance
Certificate is required.

       

                  
(e)         If, after the delivery of an Approval
Without Label Compliance
Certificate, on the Termination Date the Net Sales Milestone has not occurred,
the Company shall, promptly
after such time, deliver to the Paying Agent a certificate (the
"Net Sales
Non-Compliance
Certificate") setting forth such fact.  Each of the Approval Non-Compliance
Certificate and the Net Sales Non-Compliance Certificate is referred to herein
as a "Non-Compliance
Certificate".

       

      (f)           On the applicable payment date, the Paying Agent shall pay the applicable amount to each of the Holders (the amount to
which each Holder is entitled to receive will be based on the number of
Nebido CCCPs held by such Holder as reflected on
the Nebido CCCP Register) by (i) check mailed to the address of each
Holder as reflected in the
Nebido CCCP Register as of the close of business on
the last business day prior to such payment date or (ii) with respect to Holders that are due
amounts in excess of
$1,000,000 in the
aggregate who have provided
the Company  with wire transfer instructions in writing,
the Paying Agent will make payments by wire transfer of immediately
available funds to the account specified in such written instructions
of the Company. In addition to the notices required by
Section 11 hereof,
the Company shall cause the
Paying Agent, on behalf of and at the expense of the Company, to mail with (or, in the case of
payments made to Holders who have provided the paying agent with wire
instructions, at the same time as) each payment made a copy of each Compliance Certificate
(whether the Approval With Label Compliance Certificate, Approval Without
Label Compliance Certificate or a Net Sales Compliance Certificate) to which such payment
relates.  In
addition, the Company shall post a copy of such Compliance Certificate on its Internet website and issue a
press release announcing
the occurrence of the applicable milestone date.

       

       

      
        
          
          

        

        
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      (g)           The Company shall cause the Paying Agent
to) promptly (and in no
event later than five business days after receipt by the Paying Agent) send each Holder a copy of
each Non-Compliance Certificate at such Holder's registered address.

       

      (h)           The Company shall be entitled to deduct and
withhold, or cause to be deducted or withheld, from any amounts otherwise payable pursuant to this Agreement, such amounts as
it is required to deduct and withhold with respect to the making of such payment
under the Internal Revenue Code, or any provision of state, local or foreign tax
law. To the extent that amounts are so
withheld or paid over to or
deposited with the relevant governmental entity, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the Holder in
respect of which such deduction and withholding was made.

       

      (i)           The Paying Agent shall invest any cash held by it for payment to the Holders
as directed by the Company on a daily basis.  Any
interest and other income resulting from such investment shall promptly be paid
to the Company.

       

      (j)           Any cash that remains undistributed to the
Holders of Nebido CCCPs six months after applicable the payment date set forth in any Approval With Label Compliance
Certificate, Approval Without Label Compliance Certificate or Net Sales
Compliance Certificate, as
applicable, shall be
delivered to the
Company, upon demand, and any Holders of Nebido CCCPs who have not theretofore received cash in exchange for such
Nebido CCCPs shall thereafter look only to
the Company for payment of their claim therefor. Notwithstanding any other provisions of
this Agreement, any portion
of the cash provided by the Company to the Paying Agent that remains unclaimed after
termination of this
Agreement in accordance with Section 15 hereof (or such earlier date immediately prior
to such time as such amounts would otherwise escheat to, or become property of, any
governmental entity) shall, to the extent permitted by law, become the property
of the Company free and clear of any claims or interest of any person previously
entitled thereto.

       

      (k)           The Paying Agent shall keep copies of this Agreement available for
inspection by the Holders
during normal business hours at its office.  The Company shall supply
the Paying
Agent from time to time
with such numbers of copies of this Agreement as the Paying Agent may request.

       

      (l)           Any Holder or Holders of at least 20% in the aggregate of
the outstanding Nebido CCCPs may, within 45 days of (A) receipt of any Non-Compliance Certificate or (B) the payment of the Approval
Without Label Payment Amount, deliver a written notice to the Paying Agent and the Company stating that such Holder or Holders object to (a "Notice of
Objection") such Non-Compliance Certificate or nonpayment of
the Approval With Label Amount (as applicable) and 

       

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      setting forth in reasonable detail each
of the objections to the
events or circumstances described in the applicable Non-Compliance
Certificate or the failure
to pay the Approval With Label Payment Amount (as applicable) (collectively, the "Determinations"). If the Company does not agree with the objections to the
applicable Non-Compliance Certificate in the Objection Certificate, the
Determinations that are in dispute shall be resolved by the procedure set forth
in Section 21, which decision shall be binding on the
parties hereto and the
Holders.  If no Notice of Objection is delivered
to the Paying Agent within such 45 day period, the applicable Approval With
Label Payment Amount, Approval Without Label Payment Amount,
or Net Sales Payment Amount (collectively, "Payment
Amounts") to which the Non-Compliance Certificate
relates, or, in the case of the payment of the Approval Without Label Payment
Amount, the Approval With Label Payment Amount, shall not be due and payable to the Holders, and the Company and the Paying Agent shall have no further
obligations with respect to
such Payment Amount (but may have obligations with respect
to the other Payment Amounts in accordance with the terms of this
Agreement).

       

      Section
8.    Notices to the Company and
Paying Agent.  Any notice or demand authorized by this
Agreement to be given or made by the Paying Agent or by any Holder to or on the
Company shall be sufficiently given or made when received at the office of the
Company expressly designated by the Company as its office for purposes of this
Agreement (until the Paying Agent is otherwise notified in accordance with this
Section 8 by the Company), as follows:

       

      [   ]

      Fax
No.:  [   ]

      Attention:
[   ]

      


      and with a copy to:

       

      Skadden, Arps, Slate, Meagher &
Flom LLP

      Four Times Square

      New York, New York
10036-6522

      Fax No.: (212) 735-2000

      Attention:    Eileen T.
Nugent, Esq.

      


      Any notice pursuant to this Agreement
to be given by the Company or by any Holder(s) to the Paying Agent shall be
sufficiently given when received by the Paying Agent at the address appearing
below (until the Company is otherwise notified in accordance with this Section 8
by the Paying Agent).

      


      [  ]

      Fax No.:
[   ]

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Attention:
[   ]

      


       

      Section
9.    Supplements and Amendments;
Actions.

       

      (a)           Without the consent of any Holders, the Company, at any time and from time to time, may
enter into one or more amendments hereto, for any of the following
purposes:

       

      (i)           to evidence the succession of another
person to the Company and the assumption by any such
successor of the covenants
of the Company herein; provided that such succession and assumption is
in accordance with the terms of this Agreement;

       

      (ii)           to evidence the succession of another
person as a successor Paying Agent and the assumption by any successor of
the covenants and
obligations of such Paying
Agent herein; provided that such succession and assumption is
in accordance with the terms of this Agreement;

       

      (iii)           to add to the covenants of the Company such further covenants, restrictions,
conditions or provisions as
the Company shall consider to be for the protection of
Holders; provided that in each case, such provisions
shall not adversely affect the rights of the Holders; or

       

      (iv)           to cure any ambiguity, to correct or
supplement any provision herein that may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Agreement; provided that in each case, such provisions
shall not adversely affect the rights of Holders.

       

      (b)           Subject to Section 9(c) hereof, with the written consent of the Holders of not less than a
majority of the then
outstanding and unpaid Nebido CCCPs delivered to the Company, the Company (when authorized by a Board Resolution
(as defined below) may
enter into one or more
amendments hereto for the purpose of adding, eliminating or changing any
provision of this
Agreement, if such addition, elimination or change
is in any way adverse to the rights of Holders. It shall not be necessary for any
written consent of Holders under this Section 9(b) to approve the particular form of any
proposed amendment, but it shall be sufficient if such written consent shall approve the substance
thereof. "Board
Resolution" means a resolution, certified by the secretary or an assistant
secretary of the Company to have been duly 

       

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      adopted by the Board of Directors and to
be in full force and effect on the date of such certification, and delivered to
the Paying Agent.

       

      (c)           The unanimous consent of each and every Holder affected shall be required for any
amendment pursuant to which the amount of cash payable in consideration for the Nebido CCCPs would be decreased.

       

      (d)           Promptly after the execution by
the Company of any amendment pursuant to the
provisions of this
Section 9, the Company shall mail by first class mail, postage prepaid,
a notice thereof to the
Holders at their addresses as they shall appear on the Nebido CCCP Register, setting forth in general
terms the substance of such amendment.

       

      (e)           Upon the execution of any amendment in accordance with this Section 9, this Agreement shall be modified in
accordance therewith, such amendment shall form a part of this Agreement for all
purposes and every Holder shall be bound thereby.

       

      (f)           The Paying Agent shall be entitled to receive and shall be fully
protected in relying upon an officers' certificate and opinion of counsel as
conclusive evidence that any such amendment or supplement is authorized or
permitted hereunder, that it is not inconsistent herewith, and that it will be valid and binding upon
the Company in accordance with its terms.

       

      Section
10.  Enforcement of Rights of
Holders.  Any actions seeking enforcement of the rights of
Holders hereunder may be brought either by the Paying Agent or the Holders of a
majority of outstanding and unpaid Nebido CCCPs.

       

      Section
11.  Company May Consolidate,
Etc.

       

      (a)           The Company shall not consolidate with
or merge into any other Person (as defined in the Merger Agreement) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

       

      (i)             The board of directors of the
Company shall have
determined that, following such transaction, such Person would reasonably be
expected to be able to carry out the obligations of the Company
hereunder;

       

      (ii)            the Person formed by such consolidation
or into which the
Company is merged or the
Person that acquires by conveyance or transfer, or that leases, the properties
and assets of the Company substantially as an entirety (the "Surviving
Person") shall, by a supplemental contingent
consideration payment agreement or 

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      other acknowledgment executed and
delivered to the Paying Agent, expressly assume payment of amounts on
all the Nebido CCCPs and the performance of every
duty, obligation liability and covenant of this Agreement on the
part of the Company to be performed or observed in the manner prescribed
herein;
and

       

      (iii)           the Company has delivered to the Paying Agent a Certificate executed by the Chief
Executive Officer of the Company, stating that such consolidation,
merger, conveyance, transfer or lease complies with this Section 11 and that all conditions precedent
herein provided for relating to such transaction have been complied
with.

       

                  
(b)         Upon any consolidation of or merger by
the Company with or into any other Person, or any
conveyance, transfer or lease of the properties and assets substantially as an
entirety to any Person in accordance with Section 11(a) hereof, the Surviving Person shall succeed to,
and be substituted for, and
may exercise every right and power of, the Company under this Agreement with the same
effect as if the Surviving Person had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this
Agreement and the Nebido
CCCPs.

       

                  
(c)         In the event that (i) the Company shall
enter into any definitive agreement with respect to a consolidation or merger
(whether by proxy, tender offer or otherwise) involving the Company and for which approval of
stockholders of the Company is required, or of the conveyance or transfer of the
properties and assets of the Company substantially as an entirety, or a tender
offer or exchange offer for shares of its common stock; or (ii) the Company shall file (or have filed
against it) for the voluntary or involuntary dissolution, liquidation or winding
up of the Company, then the Company shall give prompt written notice to the
Paying Agent and shall cause the Paying Agent, on behalf of and at the expense of the Company to give to
each Holder of a Nebido CCCP at his, her or its address appearing on
the Nebido CCCP Register, at least 10 days prior to the
applicable record date for
such transaction, or the
date of the event in the case of events for which there is no record date, by
first-class mail, postage prepaid, a written notice stating (i) the date on
which any such consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up is reasonably expected to become effective or consummated or (ii) the initial
expiration date set forth in any tender offer or exchange offer for shares of
the Company's common stock.  The failure by the
Company or the Paying Agent to give such notice or any defect therein shall not
affect the legality or
validity of any consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any such action.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

                  
(d)         The provisions of this Section 11 shall
apply to successive transactions.

       

      Section
12.  Certain Rights of the Paying
Agent.  The Paying Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions, by all of
which the Company and the Holders, by their acceptance of the Nebido CCCPs,
shall be bound:

       

      (a)           The statements contained herein and in any notice delivered by the
Company shall be taken as
statements of the Company, and the Paying Agent assumes no responsibility for the correctness of any of the
same except such as describe the Paying Agent or any action taken by it.  The Paying Agent assumes no responsibility with respect
to the distribution of the Nebido CCCPs except as herein otherwise
provided.

       

      (b)           The Paying Agent shall not be responsible for any
failure of the Company to comply with the covenants contained in this Agreement to be complied with by
the Company.

       

      (c)           The Paying Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
by itself (through its employees) or by or
through its attorneys or agents (which shall not include its
employees) and shall not be responsible for the misconduct of any agent
appointed with due care.

       

      (d)           The Paying Agent may consult at any time with legal
counsel satisfactory to it (who may be counsel for the Company), and
the Paying Agent shall incur no liability or
responsibility to the Company or to any Holder in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
opinion or the advice of such counsel.

       

      (e)           Whenever in the performance of its duties under this
Agreement the Paying
Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless such evidence in
respect thereof be herein
specifically prescribed)
may be deemed to be conclusively proved and established by a certificate signed
by the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, one of the
Vice Presidents, the
Treasurer or the Secretary of the Company and delivered to the Paying Agent; and such certificate shall be full
authorization to the Paying
Agent for any action taken
or suffered in good faith by it under the provisions of this Agreement
in reliance upon such
certificate.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      (f)           The Company agrees to pay the
Paying Agent reasonable compensation for all services rendered by the
Paying Agent in the performance of its duties under
this Agreement, to reimburse the Paying Agent for all expenses, taxes and governmental charges and other
charges of any kind and nature incurred by the Paying Agent (including reasonable fees and expenses
of the Paying
Agent's counsel and agents) in the performance
of its duties under this Agreement, and to indemnify the Paying Agent and save it harmless against any and
all liabilities, including judgments, costs and counsel fees, for anything done
or omitted by the Paying
Agent in the performance of
its duties under this Agreement, except as a result of the Paying Agent's negligence or bad
faith.

       

      (g)           The Paying Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more Holders shall
furnish the Paying
Agent with reasonable security and indemnity
satisfactory to the Paying
Agent for any costs and
expenses which may be incurred, but this provision shall not affect the power of
the Paying
Agent to take such action
as the Paying
Agent may consider proper,
whether with or without any
such security or indemnity.  All rights of action under this Agreement
may be enforced by the Paying Agent, and any such action, suit or
proceeding instituted by the Paying Agent shall be brought in its name as
Paying Agent, and any recovery of judgment shall be for the
ratable benefit of the
Holders, as their respective rights or interests may
appear.

       

      (h)           The Paying Agent and any stockholder, director, officer
or employee of the Paying
Agent may buy, sell or deal
in any other securities of
the Company or become pecuniarily interested in any transactions in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Paying Agent under this Agreement or such
director, officer or
employee.  Nothing herein shall preclude the Paying Agent from acting in any other capacity for
the Company or for any other legal entity including, without limitation, acting as transfer
agent or as a lender to the
Company or an affiliate thereof.

       

      (i)           The Paying Agent shall act hereunder solely as agent,
and its duties shall be determined solely by the provisions
hereof.  The Paying Agent shall not be liable for anything which
it may do or refrain from doing in connection with this Agreement except for its own negligence or
bad faith.

       

      (j)           The Paying Agent will not incur any liability or
responsibility to the Company or to any Holder for any action taken in reliance
on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or
instrument reasonably believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

      (k)           The Paying Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Paying Agent) or in respect of the validity of any
Nebido CCCP.

       

      (l)           The Paying Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the Chief Executive Officer President, the Chief Financial Officer,
any Vice President or the
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and shall not be liable for any action
taken or suffered to be taken by it in good faith and without negligence in
accordance with instructions of any such officer or
officers.

       

      Section
13.  Designation; Removal;
Successor Paying Agent.  The Paying Agent may resign at any
time and be discharged from its duties under this Agreement by giving to the
Company 30 days' notice in writing.  The Company may remove the Paying
Agent or any successor Paying Agent by giving to the Paying Agent or successor
Paying Agent 30 days' notice in writing.  If the Paying Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Paying Agent.  If the Company shall
fail to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Paying Agent or by any Holder (whose name shall
appear in the Nebido CCCP Register), then any Holder may apply to any court of
competent jurisdiction for the appointment of a successor to the Paying
Agent.  Pending appointment of a successor Paying Agent, either by the
Company or by such court, the duties of the Paying Agent shall be carried out by
the Company.  Any successor Paying Agent, whether appointed by the
Company or such a court, shall be a bank or trust company in good standing,
incorporated under the laws of the United States of America or any State thereof
or the District of Columbia and having at the time of its appointment as Paying
Agent a combined capital and surplus of at least $10,000,000.  After
appointment, the successor Paying Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Paying
Agent without further act or deed; but the former Paying Agent shall deliver and
transfer to the successor Paying Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for such purpose.  In the event of such resignation or
removal, the Company or the successor Paying Agent shall mail by first class
mail, postage prepaid, to each Holder, written notice of such removal or
resignation and the name and address of such successor Paying
Agent.  Failure to file any notice provided for in this Section 13,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Paying Agent or the appointment of the successor
Paying Agent, as the case may be.

       

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Section
14.  Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company, the Paying Agent or any Holder shall bind and inure to the benefit of
their respective successors, assigns, heirs and personal
representatives.

       

      Section
15.  Termination; Effect of
Termination.

       

      (a)           Subject to the resolution of any
disputes in accordance with Sections 7(l) and 21 hereof, in the event that the Approval With Label
Milestone Date or the Approval Without Label Date shall not have
occurred on or prior to the
Approval Deadline, this
Agreement shall terminate at 5:00 p.m., New York City time, on the Approval Deadline.

       

      (b)           In the event that the Approval With
Label Milestone Date shall have occurred prior to the
Approval Deadline, this
Agreement will terminate at
5:00 p.m., New York City time, on the payment date set forth in any
certificate delivered pursuant to Section 7(b)(i) hereof.

       

      (c)           Subject to the resolution of any
disputes in accordance with Sections 7(l) and 21 hereof, in the event that the Approval Without Label Milestone Date shall have
occurred prior to the Approval Deadline, this Agreement will terminate at 5:00
p.m., New York City time, on the earlier of (i) the payment date set
forth in any certificate delivered pursuant to Section 7(c)(iv) hereof and (ii) the Termination Date.

       

      (d)           Notwithstanding anything to the contrary
contained herein, the indemnification contained in Section 12(f) hereof shall survive termination of this
Agreement.

       

      (e)           Upon termination of this
Agreement, each Nebido CCCP shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall
cease.

       

      Section
16.  Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws
thereof.

       

      Section
17.  Benefits of this
Agreement.  Nothing in this Agreement shall be construed to
give to any person or corporation other than the Company, the Paying Agent and
the Holders any legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of the Company,
the Paying Agent and the Holders.

       

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      Section
18.  Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.

       

      Section
19.  Headings.  The
headings and table of contents contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

       

      Section
20.  Additional Covenants.

       

       (a)           
List of
Holders.  The Company shall furnish or
cause to be furnished to the Paying Agent (a) in such form as Company
receives from its transfer agent (or other agent performing similar services for
Company), the names and addresses of the Holders within five business days of
the Effective Time, and (b) at such times as the Paying Agent may request
in writing, within five business days after receipt by Company of any such
request, a list, in such form as the Company receives from its transfer agent
(or other agent performing similar services for Company), of the names and the
addresses of the Holders as of a date not more than 15 days prior to the time
such list is furnished.

       

       (b)          
Ability To Make Prompt
Payment.  Neither the
Company nor any of its subsidiaries shall enter into any agreement that would
restrict the Company's right to be able to promptly make or cause to be made
payments to the Holders under this Agreement or otherwise restrict the Company's
ability to fund or cause to be funded such payments.

       

      Section
21.  Negotiation; Arbitration.

       

      (a)          
Prior to any arbitration pursuant to Section 21(b) hereof, the Company, the
Paying Agent and any Holder or Holders of at least 20% in the aggregate of the
outstanding Nebido CCCPs shall negotiate in good faith for a period of 30 days
to resolve any controversy or claim arising out of or relating to this
Agreement, or the alleged breach thereof.

       

      (b)          
After expiration of the 30-day period contemplated by Section 21(a) hereof, such
controversy or claim, including any claims for breach of this Agreement, shall
be settled by arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, and judgment on the award rendered by
the arbitrators may be entered in any court having jurisdiction thereof. The
Company, the Paying Agent and any Holder or Holders of at least 20% in the
aggregate of the outstanding Nebido CCCPs may initiate an arbitration for any
matter relating to this Agreement. The number of arbitrators shall be three.
Within 15 days after the commencement of arbitration, each party shall select
one person to act 

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      as
arbitrator, and the two selected shall select a third arbitrator within 15 days
of their appointment. If the arbitrators selected by the parties are unable or
fail to agree upon the third arbitrator, the third arbitrator shall be selected
by the American Arbitration Association. The place of the arbitration shall be
New York, New York, and the arbitration shall be conducted in such a manner so
that the written opinion of the arbitrators is given with 180 days after the
arbitrators are selected. The arbitrators shall be lawyers or retired judges
with experience in the life sciences industry and with mergers and acquisitions.
Except as may be required by law, neither a party nor an arbitrator may disclose
the existence, content or results of any arbitration hereunder without the prior
written consent of both parties.  All fees and expenses incurred in
connection with any arbitration, including the costs and expenses billed by the
arbitrators in connection with the performance of their duties described herein
shall be paid by the party or parties against whom the arbitrators
rule.

       

      Any award
payable in favor of the Holder or Paying Agent as a result of arbitration shall
be distributed to the Holders on a pro rata basis, based on the number of Nebido
CCCPs held by each Holder.

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.

      


      


                      [PARENT]

      


      


                      By: ____________________________________                                                         

                      Name:

                      Title:

      


      


                      [PAYING
AGENT]

      


                      as Paying
Agent

      


      


                      By: ____________________________________                                                          

                          
Name:

                        Title: