EXHIBIT 10.49
                                                                   -------------


                        DISTRIBUTION AND SUPPLY AGREEMENT

     This Agreement is made as of this 18th day of February 2003, by and between
MEDA AB (publ), a company organized under the laws of Sweden, with its principal
offices at Box 906 170 S-170 09 Solna, Sweden ("MEDA"), and VIVUS International,
Ltd., a company organized under the laws of Bermuda, with its principal offices
at Clarendon House, Church Street, Hamilton, Bermuda. ("VIVUS").

                                    RECITALS

     WHEREAS, VIVUS has developed the medical device, ACTIS(R), an Adjustable
Constriction Loop for the treatment of male erectile dysfunction; and

     WHEREAS, MEDA is interested in obtaining distribution rights to ACTIS(R),
and VIVUS is interested in granting such rights to MEDA; and

     NOW, THEREFORE, in consideration of the mutual obligations and promises as
set forth herein, the parties do hereby agree as follows:

ARTICLE 1 - DEFINITIONS
-----------------------

     For purposes of this Agreement, the following terms shall have the
following respective meanings:

         1.1      Affiliate means any corporation, firm, partnership or other
                  entity, whether de jure or de facto, that directly or
                  indirectly owns, is owned by or is under common ownership with
                  a party to the extent of in excess of fifty percent (50%) of
                  the outstanding securities or assets having the power to vote
                  on or direct the affairs of the entity.

         1.2      CE Marking means products regulated by the European
                  Commissions Health, Safety and Environmental Protection
                  Legislation, which indicates the manufacturer has conformed to
                  all obligations required by the legislation.

         1.3      Confidential Information means any information, data or
                  business plans relating to the Product or otherwise to the
                  subject of this Agreement, which a party discloses to the
                  other party, except any portion thereof which:

                  (i)      is known to the receiving party at the time of
                           disclosure and documented by written records made
                           prior to the date of this Agreement;

                  (ii)     is disclosed to the receiving party by a third person
                           who has a right to make such disclosure;

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                  (iii)    becomes patented, published or otherwise part of the
                           public domain through no fault of the receiving
                           party; or

                  (iv)     is independently developed by the receiving party as
                           evidenced by its written records.

         1.4      Effective Date means the date of this Agreement first written
                  above.

         1.5      First Commercial Sale means the first sale of Product (as
                  defined below) in the Territory by MEDA or any MEDA Affiliate
                  or sublicensee to any unaffiliated third party.

         1.6      Product means the medical device ACTIS(R), an Adjustable
                  Constriction Loop for the treatment of male erectile
                  dysfunction.

         1.7      Regulatory Approval means all governmental approvals and
                  authorizations necessary for the commercial marketing and sale
                  of the Product in the Territory including the CE Marking.

         1.8      Supply Price means the price as set forth in Article 3.2
                  below.

         1.9      Territory means Austria, Belgium, Czech Republic, Denmark,
                  Estonia, Finland, France, Germany, Greece, Hungary, Iceland,
                  Ireland, Italy, Latvia, Lithuania, Luxembourg, Norway, Poland,
                  Portugal, Spain, Sweden, Switzerland, The Netherlands, Turkey
                  and the United Kingdom.

         1.10     Trademark means the trademark ACTIS.


ARTICLE 2 - GRANT OF RIGHTS
---------------------------

         2.1      Appointment. VIVUS hereby grants to MEDA exclusive
                  distribution rights (exclusive even as to VIVUS) to use,
                  market and sell the Product in the Territory. MEDA may
                  sublicense these rights to any one or more of its Affiliates
                  at MEDA's sole discretion, and may sublicense third parties
                  with VIVUS's prior written consent, such consent not to be
                  unreasonably withheld.

ARTICLE 3 - PURCHASE AND SALE
-----------------------------

         3.1      Purchases and Sale of Product. Subject to the terms and
                  conditions of this Agreement, VIVUS shall exclusively to MEDA,
                  sell the volumes of the Product required by MEDA for further
                  sale in the Territory and MEDA shall purchase its requirements
                  of Product exclusively from VIVUS, at the Supply Price. All
                  sales of Product to MEDA are final.

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         3.2      Supply Price. The Product shall be sold to MEDA at a price of
                  $[*] in year one and shall be adjusted by a [*] increase each
                  year thereafter.

         3.3      Payments. Any payments due VIVUS or MEDA under this Agreement
                  shall be made by remitting to the bank account designated by
                  the party to whom payment is to be made. Any such payments
                  shall be made in U.S. Dollars.

         3.4      Taxes. Where any sum due to be paid to VIVUS hereunder is
                  subject to any withholding or similar tax, the parties shall
                  use their best efforts to do all such acts and things and to
                  sign all such documents as will enable them to take advantage
                  of any applicable double taxation agreement or treaty. In the
                  event there is no applicable double taxation agreement or
                  treaty, or if an applicable double taxation agreement or
                  treaty reduces but does not eliminate such withholding or
                  similar tax, MEDA shall pay such withholding or similar tax to
                  the appropriate government authority, deduct the amount paid
                  from the amount due VIVUS and secure and send to VIVUS the
                  best available evidence of such payment.

ARTICLE 4 - FORECASTS, ORDERS, INVOICES AND TITLE
-------------------------------------------------

         4.1      Initial Forecast. Within thirty (30) days of the Effective
                  Date, MEDA shall provide to VIVUS its then current best
                  forecast of the quantity of Product that MEDA will require
                  from VIVUS, by month for the next two calendar quarters.

         4.2      Rolling Forecasts. No later than ninety (90) days prior to the
                  first day of each calendar quarter after the initial calendar
                  quarter, MEDA shall provide to VIVUS its then current best
                  forecast of the quantity of Product that MEDA will require
                  from VIVUS during each of the next four (4) calendar quarters.
                  MEDA shall break down the forecast for the first two such
                  calendar quarters of the forecast by month.

         4.3      Order and Acceptance. Firm binding orders must be made at
                  least two (2) months in advance of delivery date, and VIVUS is
                  obliged to confirm these orders within seven (7) days of
                  receipt. If MEDA does not receive such notice, the order is
                  deemed to have been accepted. MEDA shall not increase or
                  decrease its forecast, for the second calendar quarter in each
                  of MEDA's rolling forecasts made pursuant to Article 4.2
                  above, by more than twenty percent (20%). VIVUS shall accept
                  all firm orders from MEDA for quantities of Product up to and
                  including one hundred twenty percent (120%) of the quantity of
                  Product previously forecasted by MEDA for such calendar
                  quarter, and shall use its best efforts to accept all firm
                  orders from MEDA for quantities of Product in excess of that
                  quantity of Product. Once an order has been accepted by VIVUS,
                  then VIVUS shall be obligated to sell, and MEDA shall be
                  obligated to purchase, the ordered Product.

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         4.4      Invoices. VIVUS shall invoice MEDA for the Supply Price in
                  United States Dollars for the Product shipped on the day of
                  shipment. MEDA shall pay VIVUS such invoiced amount within
                  thirty (30) days from the date of the receipt of the Product.

         4.5      Delivery. VIVUS shall deliver the Product via sea freight to
                  MEDA,CIF, MEDA's designated warehouses in the respective
                  countries in the Territory. All shipping costs, liability,
                  ownership and logistics of Product up to MEDA's designated
                  warehouses discharging dock, are the responsibility of VIVUS.
                  In the event MEDA requests delivery of Product via air
                  freight, then all such shipping costs shall be the
                  responsibility of MEDA.

         4.6      Conflicting Terms and Conditions. Except as otherwise provided
                  in this Agreement, the terms and conditions of this Agreement
                  shall govern, notwithstanding any additional or inconsistent
                  terms or conditions in MEDA's form of purchase order or
                  similar document or in VIVUS's acknowledgment, invoice, or
                  similar documents.

         4.7      Initial Start-up and At Risk Costs. MEDA will be responsible
                  for reimbursing VIVUS for VIVUS' actual costs incurred and
                  expenses paid to third parties to modify the packaging for the
                  Product in order to incorporate MEDA trade dress (including,
                  but not limited to, artwork changes, typesetting charges and
                  plate charges), to otherwise modify the packaging for the
                  Product to meet MEDA's requirements (including, but not
                  limited to, packaging materials). MEDA shall not repackage or
                  re-label Product supplied to MEDA by VIVUS hereunder without
                  the prior written consent of VIVUS.

ARTICLE 5 - SAMPLING, TESTING AND ANALYSIS
------------------------------------------

         5.1      Defective Product. MEDA shall notify VIVUS in writing of any
                  claim relating to damaged or defective Product or any shortage
                  in quantity of any shipment of the Product within thirty (30)
                  days of receipt of such Product or, if the defect is not
                  readily apparent based upon a reasonable inspection (a "Hidden
                  Defect"), within thirty (30) days after which the Hidden
                  Defect becomes known to MEDA. A Hidden Defect is defined as a
                  defect that existed at the time Product is delivered and, for
                  avoidance of doubt, a Hidden Defect does not include any
                  defect that might be caused in the storage or transportation
                  of the Product. If MEDA fails to give such written claim
                  notice to VIVUS within said thirty (30) day period, the
                  Product shipped shall be deemed to be sufficient in quantity
                  and not damaged nor defective at the time of delivery. If MEDA
                  gives such written claim notice to VIVUS within said thirty
                  (30) day period, then MEDA and VIVUS shall, in an appropriate
                  manner to be agreed, jointly inspect the Product to see if
                  claimed damage or defect actually exists in the Product
                  shipped. If existence of claimed damage, defect or shortage is
                  reasonably verified through such inspection, VIVUS shall
                  replace the rejected Product or make up the shortage as soon
                  as practicable but no later than ninety (90) days after such
                  verification, at no extra cost to MEDA, and shall make
                  arrangements with MEDA for the destruction of any rejected
                  Product, at VIVUS's expense.

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ARTICLE 6 - DEVELOPMENT AND REGULATORY ISSUES
---------------------------------------------

         6.1      VIVUS Responsibilities.  VIVUS shall be responsible for, and
                  shall bear all costs of the following:


                  a.       VIVUS shall provide to MEDA, as expeditiously as
                           possible, appropriate assistance, information and/or
                           materials in VIVUS's possession or control in order
                           to enable or facilitate MEDA's filing for a CE
                           Marking to market and sell the Product in the
                           Territory.

                  b.       VIVUS shall be responsible for filing trademark
                           applications for, and for the maintenance and upkeep
                           of, the Trademark in the Territory.

                  c.       VIVUS shall provide Product to MEDA in final
                           packaging for distribution in the Territory

         6.2      MEDA  Responsibilities.  During the term of this Agreement,
                  MEDA shall be responsible for, and shall bear all cost of, the
                  following:

                  a. MEDA shall, at its own expense, be responsible for

                           (i)      Preparing, filing and maintaining a CE
                                    Marking and/or other Marketing or Regulatory
                                    Authorizations necessary for distribution of
                                    the Product in the Territory; and

                           (ii)     Providing VIVUS with camera-ready artwork
                                    for the final packaging of Product including
                                    MEDA's trade dress.

                  b.       MEDA shall own all registrations and Regulatory
                           Approvals for the Product in the Territory.

                  c.       In fulfilling its obligations under this Agreement,
                           MEDA shall use its reasonable best efforts to ensure
                           that the Product is entitled to and receives the
                           maximum available benefit of any regulatory market
                           exclusivity periods or other safeguards or extensions
                           of proprietary status, which are or may be applicable
                           in the Territory.

         6.3      Pharmacovigilance. MEDA will have overall responsibility for
                  Pharmacovigilance in the Territory. Promptly after the
                  Effective Date and prior to Product distribution by MEDA, the
                  respective pharmacovigilance groups of VIVUS and MEDA shall
                  enter into a separate agreement covering adverse event
                  information exchange relating to the Product. Such agreement
                  will permit the inclusion of the respective pharmacovigilance

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                  groups of other third parties to whom VIVUS has granted or
                  will grant (during the term of this Agreement) similar rights
                  to make, have made, use and sell the Product outside the
                  Territory.

         6.4      Regulatory Communications. MEDA and VIVUS shall promptly
                  inform each other of any material communications to or from
                  governmental authorities or agencies relating to the Product
                  that affect marketing and/or sale of Product in the Territory.
                  With the exception of product recalls, which are to be handled
                  pursuant to Article 8 below, and adverse event reporting,
                  which is to be handled pursuant to Article 6.3 above, the
                  parties shall consult with each other regarding any issues
                  raised in such communications, and shall attempt in good faith
                  to agree upon any action to be taken or response to be made in
                  connection with such communications. If the parties are unable
                  to agree within a reasonable time prior to when the action is
                  to be taken or the response is to be made, the party receiving
                  the material communication for the Product shall decide what
                  action to take or response to make.

ARTICLE 7 - MARKETING AND SALES
-------------------------------

         7.1      MEDA Diligence. MEDA shall use its diligent efforts to market
                  and/or sell the Product in the Territory, consistent with the
                  efforts that MEDA expends on pursuing commercialization of
                  other products MEDA markets in the Territory of similar market
                  potential. MEDA agrees that neither MEDA nor its Affiliates or
                  Authorized Distributors will market or distribute any medical
                  device products for the treatment of Erectile Dysfunction in
                  the Territory other than the Product.

ARTICLE 8 - PRODUCT RECALL
--------------------------

         8.1      Recall in the Territory. In the event that in the Territory
                  (i) any government authority issues a request, directive or
                  order that the Product be recalled, or (ii) a court of
                  competent jurisdiction orders such a recall, or (iii) MEDA and
                  VIVUS jointly determine that the Product should be recalled,
                  MEDA shall take all appropriate corrective actions. If such
                  recall results from any cause or event attributable solely to
                  VIVUS's negligence or fault, VIVUS shall be responsible for
                  the direct expenses of the recall. If such recall results from
                  any cause or event attributable solely to MEDA's negligence or
                  fault, MEDA shall be responsible for the direct expenses of
                  the recall. If such recall results from any other cause or
                  event (including attribution to the negligence or fault of
                  both VIVUS and MEDA), the parties shall share equally the
                  direct expenses of the recall. For the purposes of this
                  Agreement, the direct expenses of recall shall include,
                  without limitation, the expenses of notification and return of
                  the recalled Product and MEDA's costs for the Product, and
                  shall not include the cost of any re-launch by MEDA of the
                  Product in the Territory subsequent to a recall.

         8.2      Recall Outside the Territory. In the event that outside the
                  Territory (i) any government authority issues a request,
                  directive or order that the Product be recalled, or (ii) a
                  court of competent jurisdiction orders such a recall, or (iii)

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                  VIVUS (or its Affiliates or sublicensees, as the case may be)
                  decides that the Product should be recalled, VIVUS shall
                  notify MEDA as expeditiously as possible and shall provide
                  MEDA with all information and assistance as MEDA may
                  reasonably request in order to enable MEDA to determine any
                  appropriate actions relating to the Product in the Territory
                  arising from such recall.

ARTICLE 9 - REPRESENTATIONS AND WARRANTIES
------------------------------------------

         Each party hereby represents and warrants for itself as follows:

         9.1      Organized. It is a corporation duly organized, validly
                  existing and is in good standing under the laws of the
                  jurisdiction of its incorporation, is qualified to do business
                  and is in good standing as a foreign corporation in each
                  jurisdiction in which the conduct of its business or the
                  ownership of its properties requires such qualification and
                  failure to have such would prevent it from performing its
                  obligations under this Agreement and has all requisite
                  corporate power and authority to conduct its business as now
                  being conducted, to own, lease and operate its properties and
                  to execute, deliver and perform this Agreement.

         9.2      Due Execution. The execution, delivery and performance by it
                  of this Agreement have been duly authorized by all necessary
                  corporate action and do not and will not (i) require any
                  consent or approval of its stockholders; (ii) violate any
                  provision of any law, rule, regulation, order, writ, judgment,
                  injunction, decree, determination or award presently in effect
                  having applicability to it or any provision of its charter or
                  by-laws; or (iii) result in a breach of or constitute a
                  default under any material agreement, mortgage, lease, license
                  (including any license from a third party which is necessary
                  for the full performance of this Agreement), permit or other
                  instrument or obligation to which it is a party or by which it
                  or its properties may be bound or affected.

         9.3      No Third Party Approval. No authorization, consent, approval,
                  license, exemption of, or filing or registration with, any
                  court or governmental authority or regulatory body (other than
                  health regulatory authorities) is required for the due
                  execution, delivery or performance by it of this Agreement,
                  except as provided herein.

         9.4      Binding Agreement. This Agreement is a legal, valid and
                  binding obligation of such party, enforceable against it in
                  accordance with its terms and conditions. It is not under any
                  obligation to any person, contractual or otherwise, that is in
                  conflict with the terms of this Agreement.

         9.5      Full Disclosure. Each Party has disclosed to the other in good
                  faith all material information relevant to the subject matter
                  of this Agreement and to such party's ability to observe and
                  perform its obligations hereunder.

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ARTICLE 10 - COVENANTS, REPRESENTATIONS AND WARRANTIES OF VIVUS
---------------------------------------------------------------

         VIVUS covenants, represents and warrants to MEDA that:

         10.1     VIVUS Rights. VIVUS has the right to grant the rights granted
                  in this Agreement and no provision in any third party
                  agreement to which VIVUS is a party will prevent VIVUS from
                  performing its obligations under this Agreement.

         10.2     Specifications. All quantities of the Product will comply
                  with, and VIVUS shall only release Product for shipment to
                  MEDA which comply with (i) all specifications of the Product
                  in the Regulatory Approvals granted by the regulatory
                  authorities in the Territory; (ii) all Specifications; and
                  (iii) all applicable legal and regulatory requirements
                  relating to the manufacture of the Product for sale in the
                  Territory, including but not limited to Good Manufacturing
                  Practices.

         10.3     Current Good Manufacturing Practices ("cGMP")/Regulatory
                  Requirements. All manufacturing and quality control methods
                  utilized by VIVUS and/or VIVUS's third-party contract
                  manufacturer(s) in the manufacture of the Product shall be
                  carried out in accordance with all applicable rules governing
                  medical devices in the Good Manufacturing Practice for medical
                  devices and regulations issued by the health regulatory
                  authorities in the Territory for which such Product is to be
                  sold as in effect at the time and the applicable standards in
                  effect at the time (collectively, the "Manufacturing
                  Standards").

         10.4     Documentation. VIVUS shall keep and maintain, for a minimum of
                  five (5) years after the date of distribution, (i) reference
                  samples and quality control records for each batch of starting
                  materials and packaging material used in the manufacture of
                  the Product, and (ii) manufacturing and quality control
                  records for each batch of the Product. Each shipment of the
                  Product shall be accompanied by the following written
                  documentation:

                  a. the date of final packaging;

                  b. delivered amount of Product units; and

                  c. a certificate of compliance pursuant to Article 6.

         10.5     Product Liability Insurance. The Parties shall maintain
                  product liability insurance consistent with their normal
                  business practices from time to time to cover risks related to
                  the Product and, upon either Party's request, to provide the
                  other Party with certificates of insurance attesting to the
                  existence of such insurance.

         10.6     Coverage. During the Term and for a period of two (2) years
                  thereafter, each Party shall obtain and maintain insurance
                  coverage from a reputable arm's-length insurer in respect of
                  its respective obligations under Article 10.5 and in respect
                  of third-person liability in an amount of not less than
                          [*]                              . Each Party shall
                  add the other Party as a co-insured under its respective
                  insurance policy

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ARTICLE 11 - FORCE MAJEURE
--------------------------

         11.1     Upon occurrence of an event of force majeure, the party
                  affected shall promptly notify the other party in writing,
                  setting forth the details of the occurrence, its expected
                  duration and how that party's performance of its obligations
                  under this Agreement is affected. The affected party shall
                  resume the performance of its obligations as soon as
                  practicable after the force majeure event ceases. If a party's
                  performance of any obligation under this Agreement is
                  significantly hindered or is prevented by an event of force
                  majeure for more than six (6) months, whether or not
                  consecutive, in any twelve (12) month period, then the other
                  party may terminate this Agreement upon thirty (30) days'
                  notice.

ARTICLE 12 - ALLOCATION OF SUPPLY
---------------------------------

         12.1     Allocation of Supply. In the event of VIVUS's inability to
                  supply the Product ordered by MEDA, VIVUS shall allocate its
                  available supply between MEDA, VIVUS and VIVUS's licensee(s)
                  outside the Territory on a fair and equitable basis based on a
                  pro-rata share of worldwide Product sales for the six (6)
                  months preceding and the forecasted worldwide Product sales
                  for the next six (6) months following such allocation. SUCH
                  ALLOCATION SHALL BE MEDA'S SOLE REMEDY FOR VIVUS'S FAILURE TO
                  SUPPLY MEDA QUANTITIES OF PRODUCT VIVUS IS OTHERWISE OBLIGATED
                  TO SUPPLY UNDER ARTICLE 4 OF THIS AGREEMENT.

ARTICLE 13 - TRADEMARKS
-----------------------

         13.1     Trademark Rights. VIVUS hereby grants to MEDA the exclusive
                  right, exclusive even as to VIVUS, to use the Trademarks in
                  connection with the Product in the Territory during the term
                  of this Agreement. MEDA acknowledges that such Trademarks
                  shall be and are the sole property of VIVUS.

         13.2     Electronic Address. VIVUS hereby grants to MEDA a
                  non-exclusive right to use VIVUS's registered electronic
                  address, www.vivus.com, for the purpose of linking electronic
                  users with MEDA's relevant web pages, web sites or other
                  electronic addresses relating to the Product in the Territory.
                  MEDA hereby grants to VIVUS a non-exclusive right to use
                  MEDA's registered electronic address, www.meda.se for the
                  purpose of linking electronic users with VIVUS's relevant web
                  pages, web sites or other electronic addresses relating to the
                  Product.

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ARTICLE 14 - INFRINGEMENT
-------------------------

         14.1     Third Party Infringement. Each party will notify the other
                  party if it becomes aware of the activities of any third party
                  that are believed to infringe the Trademark. The parties shall
                  consult as to potential strategies against the alleged
                  infringer, including but not limited to litigation strategy.

         14.2     Litigation.

                  a.       If the efforts of the parties are not successful in
                           abating the alleged infringement, then VIVUS shall
                           have the right, but not the obligation, to bring an
                           appropriate suit or action against such infringement,
                           at its own expense. MEDA agrees to cooperate in any
                           such infringement action and agrees to execute all
                           papers and perform such other acts as may be
                           reasonably requested by VIVUS at MEDA's expense.
                           VIVUS shall consult with MEDA and take into account
                           MEDA's recommendations regarding the conduct of such
                           action, provided that VIVUS shall have full right and
                           authority to determine the strategy and tactics for
                           such action and to settle, consent to judgment, or
                           otherwise resolve any such action or suit. The
                           provisions of the foregoing notwithstanding, no such
                           resolution shall be binding on MEDA without its prior
                           written consent (which consent shall not be
                           unreasonably withheld) unless such resolution does
                           not (i) impose any liability, loss, cost or
                           obligation upon MEDA, and (ii) adversely affect
                           MEDA's rights under this Agreement.

                  b.       If VIVUS does not elect to bring suit against the
                           alleged infringer, MEDA shall have the right, but not
                           the obligation, to bring an appropriate suit or
                           action against such infringer in the Territory, at
                           MEDA's own expense. VIVUS agrees to cooperate in any
                           such infringement action and agrees to execute all
                           papers and perform such other acts as may be
                           reasonably requested by MEDA (including but not
                           limited to consent to be joined as a nominal party
                           plaintiff in such action), at VIVUS's expense. MEDA
                           shall consult with VIVUS and take into account
                           VIVUS's recommendations regarding the conduct of such
                           action, provided that MEDA shall have full right and
                           authority to determine the strategy and tactics for
                           such action and to settle, consent to judgment, or
                           otherwise resolve any such action or suit. The
                           provisions of the foregoing notwithstanding, no such
                           resolution shall be binding on VIVUS without its
                           prior written consent (which consent shall not be
                           unreasonably withheld) unless such resolution does
                           not (i) impose any liability, loss, cost or
                           obligation upon VIVUS and (ii) adversely affect
                           VIVUS's rights under this Agreement.

                  c.       If VIVUS or MEDA brings an infringement action
                           pursuant to this Article 14, any amount recovered in
                           any action or suit against a third party infringer
                           shall be allocated as follows: first, to the party
                           bringing such action in order to reimburse such party
                           for the costs and expenses of such action; second,
                           with respect to any remaining amount,     [*]
                                 of that portion of such amount resulting from
                           infringement within the Territory to MEDA, and the
                           rest of any remaining amount to VIVUS.

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ARTICLE 15 - TERM AND TERMINATION
---------------------------------

         15.1     Term. The term of this Agreement shall commence on the
                  Effective Date and shall, unless earlier terminated pursuant
                  to this Article 15 or other express termination provisions in
                  this Agreement, expire on the tenth (10th) anniversary of the
                  First Commercial Sale of Product.

         15.2     Breach. Either party may, in addition to any other remedies
                  available to it by law or in equity, terminate this Agreement
                  upon sixty (60) days' written notice in the event that the
                  other party commits a material breach of this Agreement and
                  fails to cure such breach within sixty (60) days of notice of
                  the breach. The party giving notice of breach may withhold any
                  payments otherwise due and owing to the breaching party, to be
                  used as a setoff against any loss or damage arising from the
                  breach, and said withholding shall not constitute breach of
                  this Agreement. Any amounts so withheld shall be deposited by
                  the withholding party into an interest-bearing escrow account.
                  If the breaching party cures the breach within the sixty (60)
                  day cure period and this Agreement is not terminated, then the
                  withholding party shall promptly pay to the other party the
                  withheld amount, less that portion of such amount which was
                  applied as a setoff. Notwithstanding the foregoing provision,
                  if MEDA gives notice of breach to VIVUS, MEDA may withhold
                  other payments pursuant to this Article 15.2 but shall not be
                  entitled to withhold payment for Product actually ordered by
                  and delivered to MEDA pursuant to Article 4 of this Agreement.

         15.3     Insolvency or Bankruptcy. Either party may, in addition to any
                  other remedies available to it by law or in equity, terminate
                  this Agreement, upon thirty (30) days' written notice to the
                  other party in the event the other party shall have become
                  insolvent or bankrupt, or shall have made an assignment for
                  the benefit of its creditors, or there shall have been
                  appointed a trustee or receiver of the other party or for all
                  or a substantial part of its property, or any case or
                  proceeding shall have been commenced or other action taken by
                  or against the other party in bankruptcy or seeking
                  reorganization, liquidation, dissolution, winding-up,
                  arrangement, composition or readjustment of its debts or any
                  relief under any bankruptcy, insolvency, reorganization or
                  other similar act or law of any jurisdiction now or
                  hereinafter in effect.

         15.4     Serious Events. Should there occur serious and unexpected
                  events which, from a reasonable pharmaceutical company's point
                  of view, would make it impossible or impracticable to pursue
                  the commercialization of the Product, including but not
                  limited to a serious adverse event associated with the
                  Product, either party may, with full consultation with the
                  other party, terminate this Agreement upon thirty (30) days'
                  written notice. Termination by a party in good faith pursuant
                  to this Article 15.4 shall not, in itself, constitute a basis

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                  for any claim for compensation or other remedies by the other
                  party. In the event of termination by VIVUS under this Article
                  15.4, VIVUS shall be restricted from commercializing the
                  Product, either directly or indirectly, for a period of two
                  (2) years in the Territory.

         15.5     Change of Control or Ownership. Either party may terminate
                  this Agreement upon thirty (30) days' written notice if the
                  ownership or control of at least fifty percent (50%) of the
                  assets or voting securities of the other party are transferred
                  and, in the non-changing party's reasonable judgment, the
                  other party's new owner or controlling entity is a competitor
                  of the non-changing party in the field of erectile dysfunction
                  in the Territory.

         15.6     Survival of Liability. Except as expressly provided otherwise
                  in this Agreement, termination, expiration, cancellation or
                  abandonment of this Agreement through any means and for any
                  reason shall not relieve the parties of any obligation
                  accruing prior thereto and shall be without prejudice to the
                  rights and remedies of either party with respect to any
                  antecedent breach of any provision of this Agreement.

         15.7     Remaining Inventory. MEDA shall maintain a normal level of
                  inventory of the Product prior to expiration or termination of
                  this Agreement, and shall have a period of six (6) months from
                  the date of termination of this Agreement during which it may
                  sell its remaining inventory of Product, provided it sell such
                  inventory in a manner substantially similar to the manner in
                  which it was selling Product prior to the termination.

         15.8     Survival. Upon expiration or termination of this Agreement,
                  all rights and obligations of the parties under this Agreement
                  shall terminate except those rights and obligations described
                  in ARTICLES 1, 8.1, 10.4, 15, 16, 17 AND 18.

ARTICLE 16 - INDEMNITY
----------------------

         16.1     By VIVUS. In addition to indemnification expressly provided
                  elsewhere in this Agreement, VIVUS shall indemnify, defend and
                  hold MEDA, its directors, employees, agents and
                  representatives (including but not limited to MEDA's
                  Affiliates) harmless from and against all claims, causes of
                  action, settlement costs (including but not limited to
                  reasonable attorney's fees and expenses) losses or liabilities
                  of any kind which:

                  (a)      arise from or are attributable to any negligent act
                           or omission or willful misconduct on the part of
                           VIVUS or its Affiliates, or its or their directors,
                           employees, agents or representatives relating to any
                           of VIVUS' obligations under this Agreement, including
                           but not limited to any breach of a representation or
                           warranty;

                  (b)      arise from or are attributable to the manufacture of
                           the Product and which in either case are not
                           otherwise attributable to any negligent act or

                                       12
<PAGE>

                           omission or willful misconduct on the part of MEDA,
                           its directors, employees, agents or representatives
                           (including, but not limited to, MEDA's Affiliates);

         16.2     By MEDA. In addition to indemnification expressly provided
                  elsewhere in this Agreement, MEDA shall indemnify, defend and
                  hold VIVUS, its directors, employees, agents and
                  representatives harmless from and against all claims, causes
                  of action, settlement costs (including but not limited to
                  reasonable attorney's fees and expenses) losses or liabilities
                  of any kind which:

                  (a)      arise from or are attributable to any negligent act
                           or omission or willful misconduct on the part of
                           MEDA, its directors, employees, agents or
                           representatives relating to any of its obligations
                           under this Agreement; or

                  (b)      arise from or are attributable to the storage, use,
                           sale, marketing and promotion of the Product by MEDA
                           in the Territory and which in either case are not
                           otherwise attributable the manufacture of a Product
                           and which in either case are not otherwise
                           attributable to any negligent act or omission or
                           willful misconduct on the part of VIVUS, its
                           directors, employees, agents or representatives.

         16.3     Condition of Indemnification. If either party expects to seek
                  indemnification under this Section, it shall promptly give
                  notice pursuant to Section 18.5 below to the indemnifying
                  party of the basis for such claim of indemnification. If
                  indemnification is sought as a result of any third party claim
                  or suit, such notice to the indemnifying party shall be within
                  fifteen (15) days after receipt by the other party of such
                  claim or suit; provided, however, that the failure to give
                  notice within such time period shall not relieve the
                  indemnifying party of its obligation to indemnify unless it
                  shall be materially prejudiced by the failure. The
                  indemnifying party shall have full control over the defense of
                  such claim or suit; provided that the indemnified party shall
                  have the right to participate, at its own expense, with
                  counsel of its own choosing, in such defense. The indemnified
                  party shall fully cooperate with the indemnifying party in the
                  defense of all such claims or suits. The indemnifying party
                  shall make no offer of settlement, settlement or compromise
                  without the prior written consent of the indemnified party
                  (which consent shall not be unreasonably withheld) unless such
                  settlement fully releases the indemnified party without any
                  liability, loss, cost or obligation.

         16.4     Term of Indemnification. The obligations of the parties set
                  forth in this Article 16 shall apply during the term of this
                  Agreement and for a period of five (5) years after the date of
                  termination in whole or expiration of this Agreement or any
                  extension thereof.

                                       13
<PAGE>

ARTICLE 17 - CONFIDENTIALITY AND DISCLOSURE
-------------------------------------------

         17.1     Confidentiality. Neither party shall use or disclose any
                  Confidential Information received by it pursuant to this
                  Agreement without the prior written consent of the other. This
                  obligation shall continue for a period of seven (7) years
                  after expiration or termination of this Agreement.

         17.2     Disclosure. Nothing contained in this Article 17 shall be
                  construed to restrict the parties from disclosing Confidential
                  Information as required: (i) for regulatory, tax, securities
                  or customs reasons, (ii) by court or other government order,
                  (iii) for confidential audit purposes; or (iv) from using such
                  Confidential Information as is reasonably necessary to perform
                  acts permitted by this Agreement, including the registration,
                  marketing, sale or use of the Product.

ARTICLE 18 - MISCELLANEOUS
--------------------------

         18.1     Assignment. This Agreement may not be assigned or otherwise
                  transferred, nor, except as expressly provided hereunder, may
                  any right or obligation hereunder be assigned or transferred
                  by either party without the prior written consent of the other
                  party; provided, however, that either VIVUS or MEDA may,
                  without such consent, assign this Agreement and its rights and
                  obligations hereunder in connection with the transfer or sale
                  of all or substantially all of its assets, its merger or
                  consolidation or any similar transaction, and that MEDA may,
                  without such consent, assign this Agreement and its rights and
                  obligations hereunder to one or more of its Affiliates. Any
                  permitted assignee shall assume all obligations of its
                  assignor under this Agreement.

         18.2     Sublicensees. In the event that MEDA grants sublicenses under
                  Article 2, MEDA shall ensure that such sublicensees abide by
                  all the obligations of MEDA contained in this Agreement to the
                  extent that such obligations are relevant to and applicable to
                  such sublicensees.

         18.3     Damages. Notwithstanding any provision in this Agreement to
                  the contrary, in no event shall a party hereto be liable to
                  the other party for any indirect or consequential damages,
                  including but not limited to loss of profits or business
                  opportunity.

         18.4     Severability. Each party intends not to violate any public
                  policy, statutory or common law, rule, regulation, treaty or
                  decision of any government agency or executive body thereof of
                  any country or community or association of countries. If any
                  term or provision of this Agreement is held to be invalid,
                  illegal or unenforceable by a court or other governmental
                  authority of competent jurisdiction, such invalidity,
                  illegality or unenforceability shall not affect any other term
                  or provision of this Agreement, which shall remain in full
                  force and effect. The holding of a term or provision to be
                  invalid, illegal or unenforceable in a jurisdiction shall not
                  have any effect on the application of the term or provision in
                  any other jurisdiction.

                                       14
<PAGE>

         18.5     Notices. Any consent or notice required or permitted to be
                  given or made under this Agreement by one party to the other
                  shall be in writing, delivered personally or by facsimile (and
                  promptly confirmed by personal delivery, first-class mail or
                  courier), first-class mail or courier, postage prepaid (where
                  applicable), addressed to the other party as shown below or to
                  such other address as the addressee shall have last furnished
                  in writing to the addresser and (except as otherwise provided
                  in this Agreement) shall be effective upon receipt by the
                  addressee.

                  If to VIVUS:              VIVUS International Limited
                                            c/o VIVUS, Inc.
                                            1172 Castro Street
                                            Mountain View, CA  94040
                                            Attention:  Legal Department
                                            Fax:  (650) 934-5389

                  If to MEDA:               MEDA AB
                                            Pipers vag 2
                                            Box 906, SE-170 09 Solna,
                                            Attention: CEO
                                            Fax:  +46 8 630 19 19

         18.6     Applicable Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of
                  California, excluding its conflict of laws provision.
                  Application of the United Nations Convention On Contracts For
                  The International Sale Of Goods is hereby excluded.

         18.7     Entire Agreement. This Agreement contains the entire
                  understanding of the parties with respect to the subject
                  matter hereof. All express or implied agreements and
                  understandings, either oral or written, heretofore made are
                  superseded by this Agreement. Except as expressly provided
                  elsewhere in this Agreement, this Agreement may be amended, or
                  any term hereof modified, only by a written instrument duly
                  executed by both parties hereto.

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

         18.9     Independent Contractors. It is expressly understood and agreed
                  that VIVUS and MEDA are independent contractors and that the
                  relationship between the two parties shall not constitute a
                  partnership, joint venture or agency. Neither VIVUS nor MEDA
                  shall have the authority to make any statement,
                  representations or commitments of any kind, or to take any
                  action, which shall be binding on the other, without the prior
                  written consent of the party to do so.

                                       15
<PAGE>

         18.10    Waiver. The waiver by either party of any right hereunder or
                  of a failure to perform or breach by the other party shall not
                  be deemed a waiver of any other right hereunder or of any
                  other failure or breach whether of a similar nature or
                  otherwise.

         18.11    Dispute Resolution. Prior to either party initiating any court
                  proceedings against the other party, the parties shall first
                  attempt to resolve any disputes arising out of or related to
                  this Agreement as follows. Either party may initiate the
                  dispute resolution process by delivering written notice to the
                  other party setting forth the matter in dispute. Such matter
                  shall be referred to a joint committee comprised of at least
                  one (1) member nominated by each party. The joint committee
                  shall meet within ten (10) business days of receipt of such
                  notice. The joint committee shall have a period of ten (10)
                  business days to attempt to resolve the matter in dispute. If
                  the joint committee is unable to resolve the dispute by
                  unanimous resolution within such time, the joint committee
                  will escalate the dispute to the chief executive officers of
                  the parties for resolution. If the respective chief executive
                  officers cannot resolve the dispute within fifteen (15)
                  business days after the date such dispute was escalated, then
                  either party may refer such dispute for resolution by court
                  proceedings

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

     THEREFORE, the parties hereto have executed this Agreement as of the first
day above written.


MEDA  AB                                    VIVUS INTERNATIONAL, LTD.


By:  /s/ Anders Lonner                      By: /s/ Leland Wilson
   ------------------------                    ------------------------

Title: CEO                                  Title: President and CEO
      ---------------------                       ---------------------
Date:  2/18/03                              Date:  2/21/03
      ---------------------                       ---------------------