Unassociated Document


    
      


      Exhibit
10.4


      


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

      


      FORM
OF

      


      OCTREOTIDE

      


      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

              	
                1

              
	
                Section
      2.

              	
                No
      Certificates

              	
                2

              
	
                Section
      3.

              	
                Registration
      by the Paying Agent

              	
                2

              
	
                Section
      4.

              	
                Rights
      of Octreotide CCCP Holder

              	
                2

              
	
                Section
      5.

              	
                Non-transferability

              	
                2

              
	
                Section
      6.

              	
                Transfer
      of Octreotide CCCPs

              	
                3

              
	
                Section
      7.

              	
                Payment
      Procedures

              	
                4

              
	
                Section
      8.

              	
                Notices
      to the Company and Paying Agent

              	
                6

              
	
                Section
      9.

              	
                Supplements
      and Amendments; Actions

              	
                7

              
	
                Section
      10.

              	
                Enforcement
      of Rights of Holders

              	
                8

              
	
                Section
      11.

              	
                Company
      May Consolidate, Etc.

              	
                8

              
	
                Section
      12.

              	
                Certain
      Rights of the Paying Agent

              	
                10

              
	
                Section
      13.

              	
                Designation;
      Removal; Successor Paying Agent

              	
                12

              
	
                Section
      14.

              	
                Successors

              	
                13

              
	
                Section
      15.

              	
                Termination;
      Effect of Termination

              	
                13

              
	
                Section
      16.

              	
                Governing
      Law

              	
                13

              
	
                Section
      17.

              	
                Benefits
      of this Agreement

              	
                13

              
	
                Section
      18.

              	
                Counterparts

              	
                13

              
	
                Section
      19.

              	
                Headings

              	
                13

              
	
                Section
      20.

              	
                Additional
      Covenants

              	
                13

              
	
                Section
      21.

              	
                Negotiation;
      Arbitration

              	
                14

              


      

      


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      INDEX OF
DEFINED TERMS

      


      
        
          
            
              
                	
                        Agreement

                      	
                        1

                      
	
                        Approval
      Compliance Certificate

                      	
                        4

                      
	
                        Approval
      Deadline

                      	
                        4

                      
	
                        Approval
      Milestone

                      	
                        4

                      
	
                        Approval
      Milestone Date

                      	
                        4

                      
	
                        Approval
      Non-Compliance Certificate

                      	
                        4

                      
	
                        Approval
      Payment Amount

                      	
                        4

                      
	
                        Board
      Resolution

                      	
                        7

                      
	
                        Company

                      	
                        1

                      
	
                        Co-Paying
      Agents

                      	
                        2

                      
	
                        Determinations

                      	
                        6

                      
	
                        Effective
      Time

                      	
                        1

                      
	
                        FDA

                      	
                        4

                      
	
                        Holder

                      	
                        2

                      
	 Indevus    	
                        1

                      
	indevus
      Common Stock	 
	
                        Merger

                      	
                        1

                      
	
                        Merger
      Agreement

                      	
                        1

                      
	
                        Merger
      Sub

                      	
                        1

                      
	
                        Notice
      of Objection

                      	
                        6

                      
	
                        Octreotide
      CCCP

                      	
                        1

                      
	
                        Offer

                      	
                        1

                      
	
                        Paying
      Agent

                      	
                        1

                      
	
                        Permitted
      Transfer

                      	
                        3

                      
	
                        Surviving
      Person

                      	
                        8

                      


              

            

          

        

      

      


      


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
 

       

      This
OCTREOTIDE 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 Indevus Pharmaceuticals, Inc., a Delaware corporation
("Indevus") have entered into an Agreement and Plan of Merger, dated as of
January 5, 2009 (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, an "Octreotide CCCP" and
collectively, the "Octreotide
CCCPs");

       

      WHEREAS,
each holder of Indevus 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 Octreotide CCCPs in
consideration for such holder's shares of [IPSWICH] 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,
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 Octreotide 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 Octreotide 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 an Octreotide 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 "Octreotide CCCP Register") in which the Paying Agent shall provide for the registration of
the Octreotide CCCPs.  The Octreotide 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
[IPSWICH] 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 Octreotide 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 Octreotide CCCP Register. The Paying Agent shall provide a copy of the Octreotide CCCP Register to the Company upon request.

       

      Section
4.        Rights of Octreotide CCCP
Holder.  Nothing contained in this Agreement shall be construed
as conferring upon any Holder, by virtue of being a Holder of an Octreotide
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
Octreotide CCCPs and any interest therein shall not be sold, assigned,
transferred, pledged, encumbered or in any other 

       

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      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 Octreotide CCCPs on death by
will or intestacy; (b) transfer by instrument to an inter vivos or testamentary
trust in which the Octreotide 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 Octreotide
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
Octreotide CCCPs upon the Octreotide 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
an Octreotide 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 an Octreotide CCCP.  The Paying Agent shall not permit the transfer of
an Octreotide CCCP until it is so authorized by the
Company.  No
transfer of an
Octreotide CCCP shall be valid until registered in the
Octreotide CCCP Register and any transfer not duly
registered in the
Octreotide CCCP Register will be void ab
initio. All transfers of Octreotide CCCPs registered in the Octreotide CCCP Register shall be the valid obligations
of the Company, representing the same rights to receive cash as the Octreotide CCCPs 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.


       

      (b)           No service charge shall be made for any
registration of transfer of Octreotide CCCPs[, but the Company may require payment of
a sum sufficient to cover any stamp or other tax or other governmental charge
that is imposed in connection with any such registration of
transfer.]  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 an Octreotide CCCP of applicable taxes and


       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      charges unless and until the
Paying Agent is satisfied that all such taxes and/or
charges have been paid.

       

      Section
7.        Payment
Procedures.

       

      (a)           Within 5 business days following the occurrence of the
Approval Milestone Date, the Company shall deliver to the Paying Agent (A) a certificate (the "Approval
Compliance Certificate")certifying  that the Holders are entitled to receive the Approval
Payment Amount and establishing a payment date with respect to the Approval Payment Amount that is within
5 business days of the issuance of such certificate and (B) an amount in cash equal to the aggregate Approval Payment Amount with respect to Octreotide CCCPs held by all Holders. Upon such payment, no further
payment by the Company
pursuant to this Agreement
shall be required.

       

      (b)           "Approval
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
Octreotide (as defined in the Merger Agreement),
which approval letter
grants the Company the right to market and sell Octreotide immediately for the treatment of
acromegaly or carcinoid syndrome the "Approval
Milestone")") ; provided, however, that, subject to Section 7(k)
hereof, if the
Approval Milestone Date
does not occur on or before the fourth anniversary of the Offer Closing (the "Approval
Deadline"), the Octreotide CCCPs will terminate and all rights
thereunder and all rights in respect thereof under this Agreement shall cease.

       

      (c)           "Approval
Payment
Amount" means an amount equal to $1.00 per Octreotide CCCP, without interest thereon, payable in cash.

       

      (d)           If (A) prior to the delivery of an
Approval Compliance Certificate, events or circumstances occur that cause the Company
reasonably to believe that either or both of the Approval Milestone Date will not and
cannot occur prior to the
Approval Deadline or,
(B) an approval of Octreotide is obtained but the Company determines
that it does not meet the
definition of an Approval, 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)           On the payment date set forth in any Approval Compliance
Certificate, 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
Octreotide CCCPs held by such Holder as reflected on
the Octreotide CCCP Register) by (i) check mailed to the address of each Holder as reflected in the
Octreotide CCCP Register as of the close of business on
the last business day prior to such Octreotide 

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      CCCP Payment Date or (ii) with respect to Holders that
are due Approval Payment Amounts in excess of
$1,000,000 in the aggregate who have provided the Paying Agent with wire transfer instructions in
writing, by wire transfer of immediately available funds to the account specified in such
instructions. 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 the Approval Compliance Certificate.  In addition, the Company
shall post a copy of such
Approval Compliance Certificate on its Internet website and issue a
press release announcing the occurrence of the applicable milestone
date.

       

      (f)           Except as otherwise requested
by any Holder, the
Paying Agent shall (and 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 any Non-Compliance Certificate at such Holder's registered address.

       

      (g)           The Company shall be entitled to deduct and
withhold, or cause to be deducted or withheld, from each Approval Payment Amount 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. .

       

      (h)           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.

       

      (i)           Any cash that remains undistributed to the Holders of Octreotide CCCPs six months after the payment date set forth in any Approval Compliance Certificate shall be delivered to the Company, upon demand, and any Holders of Octreotide CCCPs who have not theretofore received cash in exchange for such
Octreotide 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.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (j)           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.

       

      (k)           Any Holder or Holders of at least 20% in
the aggregate of the outstanding Octreotide CCCPs may, within 45 days of receipt of any
Non-Compliance
Certificate, 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 and setting forth in reasonable detail each
of the objections to the events or circumstances described in the
applicable Non-Compliance
Certificate (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 Approval 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
the Approval Payment Amount.

       

      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).

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      [   ]

      Fax No.:
[   ]

      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 Octreotide 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 

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      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 Octreotide 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 Octreotide 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 Octreotide 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 

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      other acknowledgment executed and
delivered to the Paying Agent, expressly assume payment of amounts on all the
Octreotide 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 Octreotide 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
an Octreotide CCCP at his, her or its address appearing on
the Octreotide 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.

       

       

       

      
        
          
          

        

        
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(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 Octreotide 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 Octreotide 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.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (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.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (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
Octreotide 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
Octreotide 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.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      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(k) and 21 hereof, in the event that the Approval Milestone
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 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(a) hereof.

       

      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.

       

      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 

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      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 Octreotide 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 Octreotide 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 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.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      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
Octreotide CCCPs held by each Holder.

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      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: