<PAGE>

Exhibit 10.32
-------------

                AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENT
                -------------------------------------------------

         This Amended and Restated License and Supply Agreement (the
"Agreement") made and entered into as of this 4th day of June, 2002 by and
between Columbia Laboratories (Bermuda) Limited, a Bermuda corporation having
its principal place of business at Rosebank Center, 14 Bermudiana Road,
Pembroke, HM08 Bermuda ("Licensor"), and Ares Trading S.A., a Swiss company with
its principal place of business at Chateau de Vaumarcus, 2028 Vaumarcus,
Switzerland ("Licensee").

                                   WITNESSETH:

         WHEREAS, Licensor and Licensee entered into a License and Supply
Agreement dated as of May 20, 1999;

         WHEREAS, this Agreement is an amended and restated version of the
License and Supply Agreement;

         WHEREAS, Licensor is the owner or exclusive licensee of, and has the
right to grant licenses with respect to, certain Technology, Patents and the
Trademarks (as hereinafter defined); and

         WHEREAS, Licensor wishes to grant to Licensee an exclusive license
(subject only to Licensor's retained use and manufacturing rights) to the
Technology, Patents and the Trademarks for use and sale of the Product (as
hereinafter defined) in the Territory (as hereinafter defined), and Licensee
wishes to receive such a license, on the terms and subject to the conditions set
forth herein;

         NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows.

         1. Definitions. As used in this Agreement, the following terms (except
as otherwise expressly provided or unless the context otherwise requires) shall
have the respective meanings set forth below (it being understood that the terms
defined in this Agreement shall include the singular number in the plural, and
the plural number in the singular):

         (a)      "Affiliate" shall mean any corporation or other business
entity that either directly or indirectly controls a party to this Agreement, is
controlled by such party, or is under common control of such party. As used
herein, the term "control" means possession of the power to direct or cause the
direction of the management and policies of a corporation or other entity
whether through the ownership of voting securities, by contract or otherwise.

         (b)      "Assignment Agreement" shall mean the Assignment and Royalty
Agreement by and between AHPC and Licensee.

         (c)      "Base Price" shall mean Direct Cost plus 20%. On a
country-by-country basis, Licensor shall notify Licensee of the Base Price if
the Base Price becomes relevant in calculating the Purchase Price.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

         (d)      "Confidential Information" shall mean all information and/or
technical data which is disclosed by one party hereto to the other party hereto
pursuant to this Agreement which the disclosing party treats as confidential and
identifies as such, other than (i) information known to the receiving party or
its Affiliates prior to the disclosure of such information to such party,
provided said prior knowledge is supportable by documentary evidence, (ii)
information which at the time of the disclosure is, or thereafter becomes,
generally known to the public, provided that such public knowledge does not
result from any act or disclosure by the receiving party or one of its
Affiliates in violation of the terms of this Agreement, (iii) information which
can be shown to be independently discovered, after the date hereof, by a party,
or one of its Affiliates, without the aid, application or use of the disclosed
information, or (iv) information obtained by the receiving party from a third
party which is determined to be in lawful possession of such information,
provided such third party is not in violation of any contractual or legal
obligation to the disclosing party or one of its Affiliates with respect to such
information. Confidential information of Licensor shall be deemed to include
Dispensing Data disclosed by Licensor or its Affiliates to Licensee or its
Affiliates, regardless of whether such Dispensing Data is identified as
confidential. Confidential Information of Licensee shall be deemed to include
Dispensing Data disclosed by Licensee or its Affiliates to Licensor or its
Affiliates regardless of whether such Dispensing Data is identified as
confidential.

         (e)      "Direct Cost" shall mean the following direct costs of
manufacturing the Product: raw material/ingredient costs, packaging costs,
direct labor and direct overhead.

         (f)      "Dispensing Data" shall have the meaning set forth in the
Marketing License Agreement.

         (g)      "Effective Date" shall mean the date of the completion of
Closing under the Assignment Agreement (as such term is defined therein).

         (h)      "Failure to Supply" shall mean Licensor fails to supply the
Product in (i) the United States or (ii) the countries of Europe taken as a
whole substantially in accordance with the firm orders contained within
Licensee's forecast for a continuous period of one-hundred and twenty (120)
days.

         (i)      "FDA" shall mean the U.S. Food and Drug Administration.

         (j)      "Fertility Specialist Market" shall have the meaning set
forth in the Marketing License Agreement.

         (k)      "Field" shall mean the vaginal delivery of progesterone or
progestational agents alone or in combination or co-administered with other
active substances directed toward use in hormone replacement therapy as well as
in the indications of secondary amenorrhea, in vitro fertilization, and
prevention of endometrial hyperplasia and other indications where progesterone
or progestational agents are commonly used except in a locally acting -
non - systemic - contraceptive where progesterone or a progestational agent may
be useful.

         (l)      "Finished Package Form" shall mean applicators wrapped in
aluminum foil with required leaflet printed in two colors and inserted into an
appropriate box with customary

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -2-

<PAGE>

trade dress printed in up to four colors. The boxes will be placed into
appropriate outer cartons which will be printed in one color with required
labeling and UPC codes.

         (m)      "Forecast" shall mean the official Licensee forecast as
required by paragraphs 4 (i) and 4 (j).

         (n)      "GMP" shall mean current good manufacturing practice
regulations promulgated by the FDA and other regulatory agencies.

         (o)      "Intellectual Property Rights" shall mean trade secrets,
trademarks, tradenames, logos, trade dress, graphics, designs, patents,
copyrights or other proprietary rights.

         (p)      "Low Viscosity Product" shall mean any batch of Product that,
as of the initial release testing by Licensor of such Product or its contract
manufacturer, has a viscosity that meets the viscosity specification in the
applicable regulatory filing, but falls below [***] cps.

         (q)      "Marketing License Agreement" shall mean the Marketing License
Agreement dated as of the date hereof, by and between Licensor and Licensee.

         (r)      "NDA" shall mean a New Drug Application as defined by the FDA.

         (s)      "Net Sales" shall mean the aggregate equivalent of gross
revenue received by Licensee, its Affiliates or sublicensees from or on account
of the sale of the Product to non affiliated third parties on which payments are
due under this Agreement, less (i) reasonable credits or allowances, if any,
actually granted on account of cash or trade discounts, recalls, rebates,
rejection or return of the Product previously sold, (ii) excises, sales taxes,
value added taxes, consumption taxes, duties or other taxes imposed upon and
paid with respect to such sales (excluding income or franchise taxes of any
kind) and (iii) separately itemized insurance and transportation costs incurred
in shipping the Product to such third parties. No deduction shall be made for
any item of cost incurred by Licensee or its Affiliates in preparing,
manufacturing, shipping or selling the Product except as permitted pursuant to
clauses (i), (ii) or (iii) of the foregoing sentence. Net Sales shall not
include any transfer between Licensee and any of its Affiliates or sublicensees
for resale. No transfer of the Product for test or development purposes or as
free samples shall be considered a sale hereunder for accounting and payment
purposes. Net Sales shall not include any of Columbia's Net Sales, as such term
is defined in the Marketing License Agreement. Notwithstanding the foregoing,
Net Sales of Product sold by Ares (through its affiliate Serono, Inc.) and
dispensed to patients within the Non-Fertility Specialist Market in the United
States shall be calculated in the manner set forth in Exhibit B of the Marketing
License Agreement.

         (t)      "Non-Fertility Specialist Market" shall have the meaning set
forth in the Marketing License Agreement.

         (u)      "Patents" shall mean the patents and/or patent applications
filed in the Territory owned by the Licensor or its Affiliates or with respect
to which Licensor or its Affiliates may now or hereafter have the right to grant
licenses in the Territory, the claims of which may be infringed, absent a
license, by the manufacture, use or sale of the Product within the Territory,
including, without limitation, the patents and applications set forth in
Schedule A

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -3-

<PAGE>

hereto and any and all patents issued pursuant thereto, as well as any patents
to be applied for or issued to Licensor or its Affiliates in the future during
the term of this Agreement, which future patents and patent applications shall
be added to Schedule A by written notice of Licensor to Licensee within thirty
(30) days of such application and/or issuance.

         (v)      "Product" shall mean progesterone/COL-1620 vaginal gel.

         (w)      "Product A" shall mean progesterone/COL-1620 vaginal gel
containing progesterone in a concentration of four percent (4%).

         (x)      "Product B" shall mean progesterone/COL-1620 vaginal gel
containing progesterone in a concentration of eight percent (8%).

         (y)      "Purchase Price" shall have the meaning set forth in Section 5
of this Agreement.

         (z)      "Promote" and "Promotional" shall mean, with respect to the
Product, any activities undertaken by or on behalf of a party to encourage sales
or use of the Product, including, without limitation, sales detail calls,
product sampling, journal advertising, direct mail programs, direct-to-consumer
advertising, convention exhibits and all other forms of marketing, advertising
or promotion.

         (aa)     "Technology" shall mean all pharmacological, toxicological,
preclinical, clinical, technical or other information, data and analysis and
know-how relating to the registration, manufacture, packaging, use, marketing
and sale of the Product (including, without limitation, all works copyrighted by
Licensor) and all proprietary rights relating thereto owned by Licensor or its
Affiliates or to which Licensor or its Affiliates has rights so as to be able to
license, whether prior to or after the Effective Date, and relating or
pertaining to the Product.

         (bb)     "Territory" shall mean all countries and territories of the
world except for sub-Saharan Africa, which is comprised of the following
countries: The Republic of South Africa, Lesotho, Botswana, Zimbabwe, Namibia,
Mozambique, Zaire, Kenya, Malawi, Mauritius, Seychelles, Madagascar, Zambia and
Swaziland.

         (cc)     "Trademarks" shall mean the trademark "Crinone" or the
trademark "Perlence" for use on cosmetic and pharmaceutical products used
primarily for progesterone supplementation as set forth in Schedule B.

         (dd)     "Unit" shall mean a single applicator.

         (ee)     "United States" shall mean the several United States, the
District of Columbia and Puerto Rico.

         (ff)     "Valid Claim" shall mean a claim which is contained in an
unexpired, issued Patent which has not been held invalid or unenforceable by a
decision of a court or patent office of competent jurisdiction, unappealable or
unappealed within the time allowed for appeal, and which has not been admitted
to be invalid by the owner through reissue or disclaimer.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -4-

<PAGE>

         2.       Grant of License.
                  ----------------

         (a)      Licensor grants to Licensee, and Licensee accepts from
Licensor, on the terms and conditions stated herein, an exclusive (even as to
Licensor and Licensor's Affiliates) right and license, with the right to
sublicense, under the Patents and Technology to market, use and sell the Product
in the Territory; provided, however, that Licensee will only sublicense Product
containing progesterone in a concentration of eight percent (8%) after prior
consultation with Licensor. Licensor grants to Licensee, and Licensee accepts
from Licensor, on terms and conditions stated herein, a nonexclusive right and
license with the right to sublicense its Affiliates under the Patents and
Technology to make and/or have made the Product anywhere in the world, but only
for use or sale in the Territory.

         (b)      Licensor grants to the Licensee, and Licensee accepts from
Licensor, on the terms and conditions contained herein (i) an exclusive right
and license, with the right to sublicense, to use the Trademarks in the
distribution, advertising, marketing, use and sale of the Product (and any line
extension to the Product as to which Licensee has obtained Licensor's prior
written consent, not to be unreasonably withheld) in the Territory, and (ii) a
nonexclusive right and license with the right to sublicense its Affiliates to
use the Trademarks in the manufacture, labeling and packaging of the Product
(and any line extensions to the Product as to which Licensee has obtained
Licensor's prior written consent, not to be unreasonably withheld) anywhere in
the world. Licensor shall not use, nor permit any of its Affiliates or other
licensees to use, the Trademarks on any other product marketed, used or sold in
the Territory.

         (c)      Licensor's retained rights in the Territory in connection with
the Product shall include only those rights under the Patents, the Trademarks
and Technology to make, have made and use the Product as necessary for Licensor
to fulfill its commitments now or in the future with respect to this Agreement
and with respect to its licensees who market the Product outside the Territory,
to otherwise operate its business (it being understood that Licensor, its
Affiliates and other licensees shall not sell, use or market the Product within
the Territory), and to make, have made, use, market and sell the Product, itself
or through its Affiliates or licensees, outside the Territory.

         (d)      Licensor will use its best efforts to convince its licensee
outside the Territory not to use the Trademarks.

         (e)      Licensee may, at any time, request from Licensor, and Licensor
agrees to grant directly to any party in any country of the Territory exclusive
license rights consistent with those granted to Licensee herein. Accordingly,
upon receipt of Licensee's request, Licensor shall enter into and sign a
separate direct license agreement or agreements with the companies designated by
Licensee in the request. All direct agreements shall be prepared by Licensee. In
the absence or upon the expiration of laws and regulations to the contrary, the
terms and conditions thereof shall not be less favorable by Licensor than those
contained in this Agreement and shall be similar to the terms and conditions
contained in this Agreement. Such agreements must be approved by Licensor, which
approval shall not be unreasonably withheld. In those countries in which the
validity of such a direct license agreement requires prior governmental approval
or registration, such direct license agreement shall not be binding or have any
force or effect until the required governmental approval or registration has
been granted. Incidental out-

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -5-

<PAGE>

of-pocket costs incurred by Licensor in the renegotiation of this Agreement, the
execution of direct license agreements and matters pertaining thereto shall be
for the account of Licensee, when prior approved by Licensee.

         (f)      In the event that any local government would request or local
regulations would require that the regulatory approval for the Product be held
in the name of Licensee or should it reasonably appear that ownership of the
registration for the Product by Licensee would facilitate regulatory approval,
then Licensor, upon the request of Licensee, shall transfer to Licensee
ownership of the regulatory approval for the Product for such country or
countries.

         (g)      Licensor shall make reasonable efforts to obtain from its
licensee outside the Territory any right such licensee may have to market, use,
sell, make and have made the Product and to use the Trademarks. Upon Licensor
obtaining such rights, "Territory" under this Agreement shall be automatically
redefined to mean "the world." Any incidental out-of-pocket costs incurred by
Licensor in obtaining such rights shall be for the account of Licensee, when
prior approved by Licensee.

         (h)      Notwithstanding anything set forth in this Agreement to the
contrary, while the Marketing License Agreement is in effect, Licensee shall
not, in the United States, directly or indirectly, Promote or engage third
parties to Promote the Product to the Non-Fertility Specialist Market.
Notwithstanding the foregoing, Licensee shall be permitted to Promote, and
permit third parties to Promote, the Product to the Non-Fertility Specialist
Market in the United States to the extent that such Promotional activities are
incidental to its Promotional efforts to the Fertility Specialist Market. This
Section shall not be deemed to restrict Licensee's activities outside of the
United States.

         3.       License Fees.
                  ------------

         In consideration of the services by Licensor to research and develop
the Product and to obtain respective local approvals for the Product, all to the
benefit of Licensee pursuant to the license and other rights granted to Licensee
hereunder, Licensee shall pay to Licensor the following (all dollars mean U.S.
dollars):

         (a)      Five hundred thousand dollars ($500,000) upon Licensee, its
Affiliates or sublicensees filing an NDA for the Product for the treatment of
hyperplasia.

         (b)      Five million dollars ($5 million) upon FDA approval of the
promotable claim made via NDA or other FDA procedure that the Product can be
used concomitantly with estrogen in Hormone Replacement Therapy (HRT).

         (c)      Five million dollars ($5 million) when Net Sales of the
Product in the United States reach sixty million dollars ($60 million) during
two consecutive calendar years, provided that this level of Net Sales is
achieved within seven (7) years of the Product launch in the United States.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -6-

<PAGE>

         4.       Supply.
                  ------

         (a)      During the term of the Agreement, Licensor shall supply,
unless otherwise agreed, Licensee, its Affiliates and sublicensees with the
Product on an exclusive basis in the Territory. All such Product shall be
delivered in Finished Package Form. Also, during the term of the Agreement,
Licensor shall not develop, license, manufacture nor sell to another party in
the Territory any product in the Field. Licensor is not restricted from
developing, licensing, manufacturing or selling other hormones or drugs.
Licensor represents that as of the Effective Date is has not entered into any
arrangement which would contravene the intentions of this paragraph.

         (b)      Although Licensor is responsible for production and quality
control, Licensee has the right of inspection to ensure Licensor meets all
appropriate standards set by the FDA or other appropriate regulatory
authorities.

         (c)      Licensor shall be obliged to maintain the registration of the
manufacturing facilities with the appropriate regulatory authorities and to
allow inspection of such facilities by regulatory authorities insofar as
necessary or advisable in order to facilitate the supply to Licensee, its
Affiliates or sublicensees of the Product, and promptly to notify Licensee of
any inspection of its own or its contract supplier's manufacturing facilities by
the regulatory authorities and promptly to provide Licensee with copies of any
correspondence received from the regulatory authorities setting forth the
results of any such inspection insofar as the Product is concerned. Furthermore,
as may be required for regulatory purposes, Licensor grants Licensee the right
to refer to, and shall cause its contract supplier to grant to Licensee access
to, contract supplier's master file relating to the Product and undertakes to
notify Licensee and provide Licensee with specific details of any changes to
said master file or other filings by the contract supplier with the regulatory
authorities relative to the Product. Licensor shall consult with Licensee before
it or its contract supplier makes any material change in any manufacturing
process for the Product. Licensor shall be kept duly informed without any delay
by copy letter of any correspondence between Licensee and the contract supplier,
in the event that any such communication should occur.

         (d)      Licensor shall notify Licensee or designees of Licensee
acceptable to Licensor of any and all manufacturing, filling, quality control,
testing and release activities involving the Product, at least ten (10) days
prior to any such activities. Following such notice and upon five (5) days prior
notice given by Licensee to Licensor in writing, Licensor shall permit, and
shall cause its contract manufacturers to permit, representatives of Licensee or
designees of Licensee acceptable to Licensor and/or its contract manufacturers
(i) to observe any manufacturing, filling, quality control, testing and release
activities involving the Product and facilities used by or in connection with
such activities, and (ii) to perform an audit of each contract manufacturer with
respect to the compliance of such contract manufacturer with GMP, provided that
such representatives or designees of Licensee shall conduct such observations
and audits in a manner which shall cause the least possible interruption to
Licensor's and the contract manufacturers' operations under the particular
circumstances. Notwithstanding the foregoing, GMP audits conducted pursuant to
subsection (ii) shall be performed no more often than annually, except that
additional GMP audits may be conducted by Ares upon a specific, reasonable basis
related to GMP compliance and provided that the scope of any such additional
audit shall be limited to

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -7-

<PAGE>

addressing the specific basis for the audit. Such observations and audits shall
take place in a timely manner and shall be permitted to take place during any or
all phases of manufacturing, filling, quality control and testing involving the
Product. As part of such observations and audits, Licensor and its contract
manufacturers shall grant Licensee access to information in their possession
relevant to whether the Product is produced under GMP. Columbia shall promptly
respond to any observations made by Ares and shall take any corrective actions
necessary so that it can continue to supply the Product in accordance with this
Agreement.

         (e)      Personnel of Licensee or Licensee's designee shall be entitled
to witness the manufacturing of test batches, scale-up batches and full-size
production batches which in each case will be used as NDA support batches filed
by Licensee or in regulatory authority presentations. These batches would be
prepared by the intended commercial process for the Product or prepared to
demonstrate the quality of the entire process (validation) or any single aspect
of a critical manufacturing parameter. Licensee may witness and/or review the
analytical laboratory testing of any of the above cited batches or of the
methodology which will be used to support a regulatory authority presentation.
Licensee may prospectively review, to the extent necessary for compliance with
applicable GMP and for scheduling purposes, the protocols and actual study data
and results (process, cleaning, sterilization, validation) as related to such
batches.

         (f)      Licensee shall keep all information disclosed to or obtained
by Licensee under paragraphs 4 (c), (d) and (e) strictly confidential and not
disclose the same to any other person, except to the extent reasonably necessary
or appropriate under applicable regulations for Licensee to register the Product
with the regulatory authorities or otherwise comply with applicable law.

         (g)      The information disclosed shall be used only to check the
compliance of the contract supplier with GMP or any other applicable regulation
or any other purpose agreed by Licensor and the contract supplier. In no case,
shall Licensee use such information to manufacture the Product, except in the
case where such rights have been acquired from Licensor or transferred to
Licensee.

         (h)      Product in Finished Packaged Form shall be delivered by
Licensor so as to comply with the packaging and labeling requirements set forth
by the FDA or other appropriate regulatory agencies.

         (i)      Licensee will supply Licensor with a sales Forecast between
the time of submission of a registration file in any country of the Territory
and the approval of such file by the appropriate regulatory authority in such
country, so that Licensor can plan production. If Licensee or one of its
Affiliates or sublicensees does not market the Product in a country within the
later of (i) six (6) months after the Effective Date or (ii) six (6) months
after approval for both marketing and price, where applicable (e.g. France,
Spain and Italy), Licensee will pay to Licensor twenty percent (20%) of the
first year Forecast for the Product in such country for each year of delay in
marketing the Product in such country. It is additionally provided that such
payment will be reduced in the event Licensee or one of its Affiliates or
sublicensees introduces the Product in such country within the twelve (12) month
period from the date of regulatory

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -8-

<PAGE>

approval therein (including price approval) to the extent of thirty percent
(30%) of Net Sales for such country during said twelve (12) month period.

         (j)      Licensee will give Licensor, on the first business day of each
calendar quarter, a Forecast of Licensee's, its Affiliates' and sublicensees'
requirements of Product for each country in which the Product is marketed for
the six (6) month period that begins three (3) months later. The first three (3)
months of each six (6) month Forecast will be a firm order, and the Product
described in the order will be delivered to Licensee, its Affiliates and
sublicensees in accordance with the terms of the order, but not less than three
(3) months from the date of the order. Licensor is obliged to supply the amount
of Product requested in the firm order except to the extent that such amount is
more than fifteen percent (15%) higher than the amount that had been forecasted
for that period in the last Forecast received by Licensor. With respect to any
amount ordered in excess of the fifteen percent (15%) limit, Licensor is
obligated to use commercially reasonable efforts to supply the requested amount
to Licensee, its Affiliates and sublicensees.

         (k)      Licensor shall use reasonable commercial efforts to notify
Licensee within thirty (30) days after the Effective Date and thereafter thirty
(30) days prior to the end of each calendar year, of factory vacation schedules
for the coming year, and if Licensee receives notice of such vacation schedules,
they will be incorporated into Licensee's Forecasts.

         (l)      Licensor bears the expense and responsibility for
transportation and insurance for the Product to the Licensee's choice of airport
or seaport (FOB port) nearest to the manufacturing site where the Product is
manufactured; thereafter, transportation, insurance and duties for the Product
are the responsibility of Licensee. Each shipment of the Product shall be
accompanied by a Certificate of Analysis for each lot within each shipment
signed by authorized quality control/quality assurance personnel of Licensor or
its contract manufacturer.

         (m)      Licensor shall comply with the following:

                  Licensor shall manufacture the Product for Licensee using
[***]and shall certify to Licensee on the Certificate of Analysis that the
Product was manufactured using [***]. Licensor may manufacture Product for
itself pursuant to the Marketing License Agreement using [***].

                  Licensor shall implement and comply with the provisions of the
Continuous Improvement Plan provided to Licensee and dated October 31, 2002, and
shall cause each of its contract manufacturers to (i) implement and comply with
such Continuous Improvement Plan, (ii) implement and comply with any plans for
addressing observations or recommendations regarding the Product or the
production of the Product set forth in any letter provided by such subcontractor
to Licensor, and (iii) otherwise manufacture, fill, and perform quality
assurance on the Product in full compliance with GMP.

                  Licensor shall manufacture the bulk Product in [***]kg
batches.

                  All Product manufactured and supplied hereunder shall meet the
quality control specifications and the specifications in the applicable
regulatory filing through the expiration

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -9-

<PAGE>

date stated on that Product package. The Product shall be manufactured in
accordance with a validated manufacturing process and the results shall be in
accordance with the validated range for each parameter. Such Product when
delivered to Licensee, its Affiliates and sublicensees shall also not be
adulterated or misbranded within the meaning of the U.S. Food, Drug and Cosmetic
Act, as amended. In accordance with GMPs and other applicable laws and
regulations, Licensor or its contract manufacturer will test each shipment of
the Product to be supplied to Licensee, its Affiliates and sublicensees pursuant
to this Agreement before delivery of such shipment to Licensee, its Affiliates
and sublicensees to ensure that the Product meets these standards.

                  Licensor or its contract manufacturer shall retain samples, in
accordance with the established stability program for the Product, of
[***]batches of Product produced by Licensor after April 5, 2001, and of every
[***]batch thereafter manufactured before January 1, 2005, to verify on an
ongoing basis that such Product meets the specifications set forth in this
Agreement through the expiration date as well as the quality control
specifications and the specifications in the applicable regulatory filing.
Licensor shall also give Licensee the production plan, and such other data and
information as shall be agreed between the parties' technical representatives,
for each such batch. Thereafter, Licensor may resume its regular stability
testing program for the Product. The stability testing program shall, at all
times, include the requirement that at least one batch of product be placed on
stability testing each year in accordance with the GMPs.

                  Licensor shall supply to Licensee all of Licensee's
requirements of the Product in accordance with Section 4(j) before supplying its
own requirements under the Marketing License Agreement.

         (n)      Licensor shall, within forty-five (45) days following each of
the first four (4) three-month periods immediately following the date of the
initial release testing of each batch of Low Viscosity Product, measure and
report to Licensee in writing the viscosity of each such batch of Low Viscosity
Product until such time as each such Low Viscosity Product batch is shown by
any such measurement to have a viscosity that equals or exceeds [***]cps.
Licensee, its Affiliates or sublicensees may not return under this paragraph
any delivered Low Viscosity Product that is shown by any such measurements to
have a viscosity that equals or exceeds [***]cps, provided such Low Viscosity
Product meets all other specifications and requirements under this Agreement.
Licensee, its Affiliates and sublicensees shall have the right to (i) reject
any delivered Product that does not meet quality control specifications and the
specifications in the applicable regulatory filings, (ii) return to Licensor,
at Licensor's expense and in accordance with Licensor's shipping instructions,
any delivered Low Viscosity Product that in each of the four measurements has a
viscosity below [***]cps, and (iii) return to Licensor, at Licensor's expense
and in accordance with Licensor's shipping instructions, any delivered Low
Viscosity Product if Licensee is already in possession of one batch of Low
Viscosity Product that Licensee has yet to accept or return under this Section
4(n). Licensee must notify Licensor in writing of any such rejection or return
within thirty (30) days (except as to latent defects) after Licensee's right to
reject or return has accrued, and Licensor shall replace all batches rejected
or returned by Licensee with Product that has a viscosity that equals or
exceeds [***]cps and that meets all other specifications and requirements under
this Agreement within one-hundred and twenty (120) days following rejection or
return of the batch by Licensee. The expense of return,

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -10-

<PAGE>

manufacture of replacement Product and shipment of replacement Product are
Licensor's. If, as of January 1, 2005, no Low Viscosity Product has been
returned under this Section 4(n) after the Effective Date, Licensor shall no
longer have any obligation to measure and report to Licensee in writing the
viscosity of Low Viscosity Product, and Licensee, its Affiliates and
sublicensees shall not have the right to return Low Viscosity Product if it
otherwise meets all other requirements and specifications under this Agreement.

         (o)      Deleted

         (p)      In the event Licensor is unable, due to reasons beyond its
control, to provide Licensee, its Affiliates and sublicensees the amount of
Product set forth in any firm order, Licensor shall be obligated to provide such
amount of Product to Licensee, its Affiliates and sublicensees through third
parties with which Licensor contracts, and Licensor shall be responsible for any
additional costs, including without limitation additional costs of manufacturing
the Product, caused thereby, provided that the provisions of this sentence shall
not apply to the extent that the amount of Product set forth in such firm order
exceeds the Forecast by more than fifteen percent (15%).

         (q)      In countries (e.g. in some countries in South America or in
India) where the Purchase Price of thirty percent (30%) of Net Sales for
Finished Package Form of the Product is below the Base Price, Licensor will
provide Licensee finished Product in tubes with reusable applicators or other
appropriate presentation, at a negotiated second base price. In countries where
import duties make it impractical to import Product in Finished Package Form
(e.g. Argentina), Licensor will grant Licensee the right to manufacture the
Product locally if requested by Licensee for such country and will be paid a
royalty on Net Sales for such country, provided such royalty can be legally
expatriated from any such country, equal to the difference between thirty
percent (30%) of Net Sales in such country and Licensee's cost of manufacturing
the Product for such country.

         This royalty shall be payable for such country until the expiration of
any Valid Claims in such country or until a third-party vaginally-administered
progesterone product approved in such country subsequent to May 21, 1995
captures fifteen percent (15%) or more of the sales of the Product in such
country. Subsequent to either event taking place in any such country, the
royalty payable to Licensor on Net Sales in such country shall be reduced to
seven percent (7%) in consideration of rights to the Trademarks and Technology
until May 21, 2015, and thereafter the royalty payable on Net Sales in such
country shall be two percent (2%) in consideration of rights to the Trademarks
until May 21, 2020. Thereafter Licensee shall have an irrevocable fully paid up
license to the Product under the Technology and shall own the Trademarks and
related goodwill (subject to the condition set forth in Section 13 hereto).

         (r)      If after the Initial Term as defined in Section 13, the
parties cannot agree upon mutually acceptable terms for supply, Licensee has the
option of converting this Agreement into a license agreement and Licensee will
be free to manufacture, or have manufactured, the Product, provided that
Licensee pays to Licensor on a quarterly basis a royalty for the license of the
Patents, Technology and Trademarks of fifteen (15%) of Net Sales.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -11-

<PAGE>

         The royalty pursuant to this paragraph (r) shall remain at fifteen
(15%) of Net Sales for any country until the expiration of any Valid Claims in
such country or until a third-party vaginally-administered progesterone product
approved in such country subsequent to May 21, 1995 captures fifteen percent
(15%) or more of the sales of the Product in such country. Subsequent to either
event taking place in any country of the Territory, the royalty payable to
Licensor on Net Sales in such country shall be reduced to seven percent (7%) in
consideration of rights to the Trademarks and Technology until May 21, 2015, and
thereafter the royalty payable on Net Sales in such country shall be two percent
(2%) in consideration of right to the Trademarks until May 21, 2020. Thereafter
Licensee shall have an irrevocable fully paid up license to the Product under
the Technology and shall own the Trademarks and related goodwill (subject to the
condition set forth in Section 13 hereto).

         (s)      Licensee shall be responsible for receiving and responding to
complaints and requests for information from patients and others regarding the
Product sold by Licensee, provided that Licensor shall provide reasonable
assistance to Licensee in responding to such complaints and requests for
information and shall be responsible for investigating and resolving any
complaints to the extent that such complaints arise from Licensor's areas of
responsibility under this Agreement. Within thirty (30) days following the end
of each calendar month during the term of this Agreement, Licensee shall provide
to Licensor a written report detailing complaints regarding the Product received
during such month, provided that Licensee shall notify Licensor of any serious
adverse events within two (2) days following notice to Licensee of such serious
adverse events. During the term of this Agreement, each party shall make
available to the other party information about the Product as may be necessary
to carry out the provisions and purposes of this Agreement, including without
limitation general medical information relating to the Product's storage, use
and safety. Licensor shall provide prompt written notice to Licensee, including
relevant references, of any information which Licensor believes in its
reasonable judgment is material for medical information services. Material
information shall include, but not be limited to, published or unpublished
reports or other clinical or laboratory data received by Licensor about Product
safety, contraindications, treatment programs in the indications specified by
the approved Product insert, stability, storage and shipping, pharmacology, and
other information Licensor believes in its reasonable judgment is relevant to
safe and effective Product use. Licensor shall provide reasonable follow-up
information and prompt written replies to verbal or written questions from
Licensee pertinent to medical information services about the Product. On a
periodic basis as agreed by both parties, but no less than annually, Licensor
shall provide a written summary of information about the Product, which Licensor
believes in its reasonable judgment is material for the medical information
services by Licensee.

         (t)      In the event any regulatory authority having jurisdiction
shall so request or order, or if either party has reason to believe that any
corrective action should be taken with respect to the Product supplied
hereunder, including without limitation any Product recall, customer notice,
restriction, change, or market action, then such party shall immediately inform
the other in writing. If the party owning the relevant registration file for
such Product, after consultation with the other party, deems it necessary to
effect a Product corrective action then such party shall effect such corrective
action in accordance with procedures agreed upon by the parties.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -12-

<PAGE>

         If the Product defect causing the corrective action shall be found to
result solely from the manufacture and supply of the Product hereunder, then
Licensor shall either supply a quantity of the Product without charge sufficient
to enable Licensee and/or its Affiliates or sublicensees to replace all Product
subject to the corrective action, or render a credit to Licensee, its Affiliates
or sublicensees for such Product, at Licensee's option. Such replacement Product
shall be delivered at Licensor's expense within thirty (30) days of the date on
which the corrective action was effected, as Licensee may direct. In such event
Licensor also agrees to reimburse Licensee, its Affiliates or sublicensees for
other costs and expenses incurred with respect to such corrective action. If the
Product defect causing the corrective action shall be found to result solely
from Licensee's, its Affiliates' or sublicensees' marketing, use or sale of the
Product hereunder, then the costs and expenses of such corrective action shall
be paid by Licensee. If the Product defect causing the corrective action shall
be found to result from a joint act or omission of the parties, then the parties
shall negotiate in good faith an appropriate allocation of the costs and
expenses of the corrective action.

         (u)      At any time upon the request of either party, the parties
agree to cooperate and negotiate in good faith to prepare and execute a
technical agreement consistent with the provisions of this Agreement and other
provisions necessary for compliance with applicable laws, rules and regulations
of European countries.

         5.       Price and Payment Terms.
                  -----------------------

         (a)      The Purchase Price to be paid by Licensee for the Product in
Finished Package Form shall be the Base Price or thirty percent (30%) of Net
Sales, whichever is greater, unless otherwise agreed as contemplated in
paragraph 4(q); provided that, for so long as the Market License Agreement is in
effect, Licensee or one of its Affiliates shall pay an additional amount equal
to forty percent (40%) of Net Sales (but not to exceed seventy percent (70%) in
total) in the case of any of the Product sold by it or its Affiliates and
dispensed to patients within the Non-Fertility Specialist Market in the United
States after Columbia's Net Sales (as defined in the Marketing License
Agreement) of Product by Licensor under the Marketing License Agreement exceed
$500,000 and for so long as Licensor or its Affiliates Promotes the Product
under the Marketing License Agreement, unless otherwise agreed as contemplated
in paragraph 4(q). For the avoidance of doubt the parties confirm that Licensee
shall not be required to pay Licensor more than seventy percent (70%) of Net
Sales of Product as sold by it or its Affiliates and dispensed in the
Non-Fertility Specialist Market in the United States under any circumstances.

         Whether the Net Sales were made outside of the United States, within
the United States to patients within the Fertility Specialist Market or within
the United States to patients within the Non-Fertility Specialist Market shall
be determined in writing by Ares or one of its Affiliates based upon the
Dispensing Data, and reported to Columbia in the form set forth in Exhibit B of
the Marketing License Agreement. Ares or one of its Affiliates shall notify
Columbia of such determination within sixty (60) days following the close of any
calendar quarter during the term. Within forty-five (45) days following
Columbia's receipt of such report, Ares or one of its Affiliates shall pay to
Columbia the additional royalty of 40% of Net Sales of Product sold by it to
patients within the Non-Fertility Specialist Market in the United States. In the
event that, within fifteen (15) business days following such determination,
Columbia notifies Ares in

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -13-

<PAGE>

writing that Columbia disagrees with such determination and report, and Columbia
provides written documentation reasonably supporting such disagreement, then the
parties shall refer the matter to an independent expert in pharmaceutical
product marketing jointly selected by each of the parties (the "Expert") and, if
the parties cannot agree on an Expert, they shall thereafter request the
American Arbitration Association ("AAA"), sitting in the City of New York, to
select an Expert within thirty (30) days following receipt of such request. In
each case, the Expert shall be selected having regard to his or her suitability
to determine the particular dispute or difference. Unless otherwise agreed
between the parties, the following rules shall apply to the appointment of the
Expert. The parties shall share the fees of the AAA and the Expert equally. The
Expert shall be entitled to inspect and examine all documentation and any other
material that the Expert may consider to be relevant to the dispute. The Expert
shall afford each party a reasonable opportunity (in writing or orally) for
stating reasons in support of such contentions as each party may wish to make
relative to the matters under consideration. The Expert shall give notice in
writing of his or her determination to the parties within such time as may be
stipulated in his or her terms of appointment, or in the absence of such
stipulation, as soon as practicable, but in any event within forty-five (45)
days from the reference of the dispute or difference.

         If the Base Price were to exceed thirty percent (30%) of Net Sales, the
parties shall meet to discuss how to resolve the high cost of goods. The parties
hereby acknowledge that the Base Price for the Product is contemplated for six
(6) Units - twelve (12) days therapy in Finished Package Form. If Licensee
orders the Product in the Finished Package Form containing fewer than six (6)
Units the Base Price shall be reduced. This reduction will reflect a pro rata
reduction in the cost of the Product based on the number of Units specified as
well as any reduction in the cost of packaging. If Licensee wishes to order the
Product in Finished Package Form that contains more than six (6) Units the Base
Price will be adjusted accordingly.

         (b)      The following quantity discounts will be applied to annual
purchases of the Product by Licensee, its Affiliates, or sublicensees:

              (i)   Over ten (10) million Units - 3.33% - which would reduce
the Purchase Price to twenty-nine percent (29%) of Net Sales or the Base Price,
whichever is greater.

              (ii)  Over twenty (20) million Units - 6.66% - which would
reduce the Purchase Price to twenty-eight percent (28%) of Net Sales or the Base
Price, whichever is greater.

              (iii) Over thirty (30) million Units - 10% - which would
reduce the Purchase Price to twenty-seven percent (27%) of Net Sales or the Base
Price, whichever is greater.

         (c)      At Licensee's request, Licensor will supply promotional
samples of the Product in Finished Package Form at a Purchase Price equal to
Licensor's Direct Cost.

         (d)      Licensee's invoice price for the Product purchased from
Licensor shall be paid in U.S. dollars thirty (30) days after the later of (A)
receipt by Licensee of an invoice for such Product, or (B) the shipment by
Licensor of the corresponding Product.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -14-

<PAGE>

              (i)   Licensor's invoice price to Licensee and Licensee's payment
to Licensor shall both be in U.S. dollars and shall be established for each
Product pack for each country of the Territory at the commencement of each
calendar year. For each country, the basis for the invoice price shall be the
in-market local currency price from Licensee its Affiliates or sublicensees to
third parties converted into U.S. dollars at the exchange rate published in the
Wall Street Journal prevailing at the close of business on the first working day
of the applicable calendar year.

              (ii)  Any necessary adjustments to such payments to reflect the
actual Purchase Price for the Product shall be made forty-five (45) days after
the end of each calendar quarter in the report described in paragraph 16(a), by
converting local currency Net Sales into U.S. dollars based on the local
currency - U.S. dollar exchange rate published in the Wall Street Journal on the
last working day of the applicable calendar quarter and calculating the Purchase
Price on this basis.

              (iii) Underpayments or overpayments shall be calculated based on
the Net Sales value of Units of the Product sold by Licensee, its Affiliates or
sublicensees during the calendar quarter. Purchases by Licensee in excess of
actual Unit sales by Licensee, its Affiliates or sublicensees during a given
calendar quarter shall be carried over to the next calendar quarter for
reconciliation. Volume discounts, as defined by paragraph 5(b), shall be taken
into account in the last reconciliation of each calendar year. A credit for
Licensee's out-of-pocket costs and expenses of conducting clinical trials and
registering the Product in Japan, as defined by paragraph 7(c), shall also be
taken into account in the last reconciliation of each calendar year, by each
year offsetting the amount of such costs and expenses against the total annual
amount due for purchases of the Product until all such costs and expenses have
been offset.

         (e)      If a vaginally administered progesterone-containing product is
approved in any country of the Territory subsequent to May 21, 1995 which
product captures fifteen percent (15%) or more of the sales of the Product in
such country the parties shall renegotiate price based on the economic impact
upon the Licensee for any such country or countries.

         (f)      Notwithstanding anything set forth in this Agreement to the
contrary, Licensee shall not be required to order, supply or pay any fees, costs
or expenses, including, without limitation, the Purchase Price, for any of the
Product sold by Licensor or its Affiliates under the Marketing License
Agreement.

         6.       Marketing.
                  ---------

         (a)      Licensee will be responsible for marketing and sales of the
Product in the Territory. Licensee will use its diligent efforts to make the
Product a commercial success by making a commitment throughout the term of the
Agreement, financial and otherwise, to the Product that is no less than its
commitment to those of its own brands and products in similar circumstances that
it actively and aggressively promotes, in accordance with the life cycle of such
products, provided, however, that Licensee shall have no such obligations with
respect to the Product containing progesterone in a concentration of four
percent (4%). Licensee will ensure that any sublicense it makes under the
Patents and Technology to market, use and sell the Product in the Territory will
contain appropriate obligations of commercial diligence.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -15-

<PAGE>

         (b)      Licensee will provide quarterly sales and other marketing
information useful to the Licensor in monitoring sales progress.

         (c)      Licensor hereby authorizes Licensee to communicate directly
with regulatory authorities with respect to regulatory files for the Product
owned by Licensor to the extent necessary to fulfill Licensee's responsibilities
for marketing and sales of the Product in the Territory. Licensor agrees, at
Licensee's request, to execute any documents or take any other actions as may be
necessary or desirable to obtain authorization for Licensee so to communicate
directly with such regulatory authorities.

         (d)      Licensee may refer to, and otherwise use, all published and
unpublished studies regarding the Product in its Promotional and marketing
efforts under this Agreement.

         (e)      Licensor acknowledges and agrees that (i) Licensee has no
obligation under this Agreement or otherwise to market, promote or sell Product
A; (ii) by entering into the Marketing License Agreement and granting to
Licensor the rights granted thereunder, Licensee has satisfied any and all
obligations it may have now or in the future under this Agreement or otherwise
to market, promote or sell Product B to the Non-Fertility Specialist Market in
the United States; and (iii) by continuing after the Effective Date to market,
promote and sell Product B to the Non-Fertility Specialist Market outside of the
United States in a manner substantially similar to the manner Licensee has
marketed, promoted and sold Product B to the Non-Fertility Specialist Market
outside of the United States prior to April, 2001, Licensee shall satisfy any
and all obligations it may have now or in the future under this Agreement or
otherwise to market, promote or sell Product B to the Non-Fertility Specialist
Market outside of the United States.

         7.       Clinical Trials and Registration.
                  --------------------------------

         (a)      Licensor will be responsible for clinical trials and
registration filings relating to the Product throughout the world. All clinical
trials contemplated and completed are attached in Schedule C together with their
completion or estimated completion dates. These studies are designed to register
the Product for the following indications:

                  In-Vitro Fertilization (IVF)
                  Secondary Amenorrhea
                  Treatment of Hyperplasia
                  Hormone Replacement Therapy

         The parties shall consult from time to time regarding the scope,
details and timing of the clinical trials and registration filings. The parties
may agree to allocate resources currently allocated to clinical trials and
registration filings for the Product for the treatment of hyperplasia and for
hormone replacement therapy (prevention of hyperplasia) to other indications.
Licensor will use diligent efforts to conduct and complete the clinical trials
and to prepare and submit the registration filings.

         In some countries additional approvals may be obtained based on the
clinical trials enumerated in Schedule C for indications that are not at the
moment approvable in the United States, specifically, benign mastopathies and
premenstrual syndrome.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -16-

<PAGE>

         (b)      Licensee shall have the right to monitor and audit the
clinical trials and/or other tests required by the protocols described in
Schedule C for the Product.

         (c)      To the extent Licensee seeks to amend the labeling or support
additional advertising claims for the Product beyond that which is contemplated
in paragraph 7(a), at its sole discretion and expense it may design, conduct and
control such additional clinical trials necessary to obtain FDA or other
regulatory approval, provided, that Licensee shall give Licensor prior written
notice of its intention to do so. In addition to the Phase I clinical trial for
the Product in Japan described in Schedule C, Licensee shall also conduct
clinical trials and register the Product in Japan. Licensor shall reimburse
Licensee for all out-of-pocket costs and expenses incurred in conducting such
clinical trials and registering the Product by providing Licensee a credit for
this amount against the Purchase Price for the Product in accordance with the
terms and conditions of paragraph 5(d). It is anticipated that the out-of-pocket
costs and expenses for such clinical trials may include, without limitation,
costs and expenses associated with clinical investigators, contract
laboratories, and data analysis, but shall not include any incremental costs and
expenses associated with retaining a contract research organization. Product and
placebo necessary for the conduct of such clinical trials shall be supplied by
Licensor free of charge, appropriately packaged and labeled and in accordance
with the terms of paragraphs 4(j), (l)-(p) and (t) hereof.

Licensee shall own and have unrestricted rights to the clinical data generated
as a result of clinical trials conducted by Licensee; provided that the results
of such clinical trials shall be made available to Licensor free of charge to be
filed in connection with Licensor's regulatory submissions outside the
Territory.

         (d)      Each party will immediately notify the other of any adverse or
unexpected reaction or results or any actual or potential government action
relevant to clinical trials of the Product and the parties will discuss with
each other measures to be undertaken to resolve any such problem.

         8.       Maintenance of Patents and Trademarks.
                  -------------------------------------

         (a)      Licensor shall keep Licensee currently advised of all steps
taken or to be taken in the prosecution for all applications for Patents.
Licensor shall have full and complete control over any reissue or reexamination
or other proceedings relating to the Patents, the Trademarks and/or Technology
and of any disclaimers thereof. Licensor shall bear all costs for the
maintenance and enforcement of the Patents and Trademarks, as well as all costs
for the filing, maintenance and enforcement of all additional Patents which may
be filed by the Licensor during the term hereof. If Licensor fails to carry out
such obligations set forth in this Section 8, Licensee may carry out such
obligations on Licensor's behalf at Licensor's cost and may set off such cost
against amounts due to Licensor hereunder provided that such action is
commercially reasonable.

         (b)      Trademark Use and Quality Control

                  (i)     Licensee agrees to list the Trademarks in accordance
with good customary trademark practice, and to avoid taking any action that
would in any manner impair or detract

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -17-

<PAGE>

from the value of the Trademarks, or the goodwill and reputation of Licensor.
Licensee acknowledges Licensor's ownership of the Trademarks and related
goodwill, both in the Territory and outside the Territory.

                  (ii)    Licensee agrees to use the Trademarks only in the form
and manner and with appropriate legends as approved from time to time by
Licensor, and not to use any other trademark or service mark in combination with
the Trademarks without the prior written approval of Licensor, provided that
such approval shall be granted unless Licensor reasonably objects on the basis
that the proposed use would impair the value of the Trademarks.

         9.       Infringement of Patents, Technology and/or Trademarks
                  -----------------------------------------------------

         (a)      Licensee and Licensor shall each promptly notify the other
 following the discovery of any alleged infringement or unauthorized use of the
 Patents, Technology and/or Trademarks which may come to their attention.
 Licensor shall promptly undertake, at Licensor's expense, reasonable efforts to
 obtain a discontinuance of the infringement or unauthorized use and, if not
 successful, Licensor may, at its sole option, bring suit against such
 infringer.

         (b)      If Licensor fails to obtain a discontinuance of such
 infringement and/or elects not to bring an infringement suit, the Licensor
 shall give notice in writing to Licensee within thirty (30) days of such
 failure or election and Licensee may, but is not required to, obtain a
 discontinuance of the alleged infringement or unauthorized use or bring an
 infringement suit; provided, that without the prior written consent of
 Licensor, Licensee shall not agree to any settlement with respect to such
 infringement or unauthorized use that compromises the value of the license
 granted hereunder. Any infringement suit by Licensee shall be in the name of
 Licensee, or in the name of Licensor, or jointly by both Licensee or Licensor,
 as may be required by the law of the forum. Licensor shall execute such
 documentation as may be reasonably required by Licensee with respect to such
 suit.

         (c)      It is understood and agreed that the party to this Agreement
 that institutes suit shall bear solely all costs and expenses in connection
 therewith and shall be entitled to recover all costs first and then share 50/50
 with the other party the balance of any sums received, obtained, collected or
 recovered whether by judgment, settlement or otherwise as a result of such
 suit; provided, however, that if a settlement by Licensee (with the prior
 written consent of Licensor to the extent required above) includes the granting
 by Licensee of rights hereunder to a third party, amounts received by Licensee
 from such settlement shall not be shared with Licensor and sales of Product by
 such third party pursuant to such rights shall not be included in Net Sales. In
 addition, with respect to any suit for infringement or unauthorized use of the
 Patents, Technology and/or Trademarks, the party that did not institute suit
 shall render all reasonable assistance to the party that did institute suit at
 the latter's expense, including, but not limited to, executing all documents as
 may be reasonably requested by the party that did institute the suit. The party
 that did institute suit shall keep the other party informed of, and shall from
 time to time consult with the other party regarding, the status of any such
 suit and shall provide the other party with copies of all pleadings filed in
 such suit.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -18-

<PAGE>

         10.      Infringement of Third-Party Intellectual Property Rights.
                  --------------------------------------------------------

         (a)      Each party hereto shall notify the other promptly of the
 receipt of notice of any action, suit or claim alleging infringement by the
 Patents, the Technology, the Trademarks or the Product of any Intellectual
 Property Rights of a third party.

         (b)      In no event shall Licensee settle any such allegation of
 infringement without the prior written consent of Licensor, which consent shall
 not be unreasonably withheld or delayed. In the event that the Licensor agrees
 in writing or Licensee in good faith determines that it is necessary for
 Licensee to make royalty or other payments to a third party in order for
 Licensee to make, have made, use or sell or to continue making, having made,
 using or selling the Product, Licensee shall be entitled to offset such amounts
 so paid to any third party against any amounts which may become due to Licensor
 under this Agreement.

         11.      Confidentiality.
                  ---------------

         Each party hereto shall hold all Confidential Information in
confidence, use it only in connection with the performance of its obligations
pursuant to this Agreement and use its diligent efforts (consistent with those
which it uses to safeguard its own confidential information) to safeguard
Confidential Information and to prevent the unauthorized use or disclosure of
any Confidential Information. Each party hereto shall ensure that its Affiliates
or employees who have access to any Confidential Information shall be made aware
of and subject to these obligations. The receiving party may disclose
Confidential Information to regulatory authorities for the purpose of seeking
marketing approval of the Product pursuant to this agreement and may also
disclose Confidential Information to individuals who have a need to know to
effectuate the development and commercialization of the Product pursuant to this
Agreement, provided each such individual is bound by a confidentiality
obligation comparable to the obligation set forth in this Section 11. The
obligations of the parties hereto under this Section 11 shall survive for five
(5) years after the expiration or termination of this Agreement.

         12.      Representations, Warranties and Covenants and Indemnification.
                  -------------------------------------------------------------

         (a)      Licensor hereby represents, warrants and covenants the
 following:

                  (i)     Licensor is a corporation duly organized, existing and
 in good standing under the laws of Bermuda, with full right, power and
 authority to enter into and perform this Agreement and to grant all of the
 rights, powers and authorities herein granted.

                  (ii)    The execution, delivery and performance of this
 Agreement do not conflict with, violate or breach any agreement to which
 Licensor is a party, or Licensor's articles of incorporation or bylaws.

                  (iii)   This Agreement has been duly executed and delivered by
 Licensor and is a legal, valid and binding obligation enforceable against
 Licensor in accordance with its terms.

                  (iv)    Licensor shall comply with all applicable laws,
 consent decrees and regulations of any federal, state or other governmental
 authority in performing this Agreement.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -19-

<PAGE>

                  (v)     To the best of Licensor's knowledge and belief as of
 the Effective Date, there are no issued or pending patents, trademarks or
 patent or trademark applications relating to the Product that would prevent
 Licensee from using or selling the Product in the Territory.

                  (vi)    To the best of Licensor's knowledge and belief as of
 the Effective Date, there are no outstanding, pending or threatened product
 liability or breach of warranty or other similar claims, actions, suits,
 demands, investigations, arbitrations, administrative or other proceedings, or
 orders, injunctions, judgments or decrees of any court or government agency in
 connection with the Product in the Territory.

                  (vii)   To the best of Licensor's knowledge and belief as of
 the Effective Date, there are no outstanding, pending or threatened violations,
 notices of noncompliance, warning letters, orders, injunctions, judgments or
 decrees of any court or government agency, investigations, claims, actions,
 suits, demands, administrative or other proceedings that have resulted or might
 result in the revocation, suspension or modification of any regulatory approval
 for the Product in the Territory.

         (b)      Licensee hereby represents, warrants and covenants the
 following:

                  (i)     Licensee is a corporation duly organized, existing and
 in good standing under the laws of Switzerland, with full right, power and
 authority to enter into and perform this Agreement.

                  (ii)    The execution, delivery and performance of this
 Agreement do not conflict with, violate or breach any agreement to which
 Licensee is a party, or Licensee's articles of organization or bylaws.

                  (iii)   This Agreement has been duly executed and delivered by
 Licensee and is a legal, valid and binding obligation enforceable against
 Licensee in accordance with its terms.

                  (iv)    Licensee shall comply with all applicable laws,
 consent decrees and regulations of any federal, state or other governmental
 authority in performing this Agreement.

         (c)      Indemnification

                  (i)     Licensor agrees to indemnify and hold harmless
 Licensee, its Affiliates and sublicensees and their respective employees,
 agents, officers and directors from and against any claims, losses,
 liabilities, damages, costs and expenses (including reasonable attorneys' fees)
 incurred by Licensee, its Affiliates or sublicensees arising out of or in
 connection with any (A) breach by Licensor of any representation, warranty,
 covenant or obligation hereunder, (B) claim or demand of any kind for injury to
 a person or property arising from Licensor's or its contract manufacturer's
 manufacturing, packaging, or labeling of the Product; provided, that this
 indemnification shall not apply to the extent such claim or demand has resulted
 from manufacturing, packaging, or labeling conducted by or at the direction of
 Licensee, its Affiliates or sublicensees or from any negligent act or omission
 with respect to such Product by Licensee, its Affiliates, or sublicensees or
 their employees or agents, (C) act or omission on the part of Licensor or any
 of its employees, agents or contract manufacturers in the performance of this

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -20-

<PAGE>

Agreement, and (D) payments, commissions or fees of any kind due to consultants
or brokers retained by Licensor relating to the Product.

                  (ii)    Licensee agrees to indemnify and hold harmless
Licensor and its Affiliates and their respective employees, agents, officers and
directors from and against any claims, losses, liabilities, damages, costs and
expenses (including reasonable attorneys' fees) incurred by Licensor or its
Affiliates arising out of or in connection with any (A) breach by Licensee of
any representation, warranty, covenant or obligation hereunder, (B) claim or
demand of any kind for injury to person or property arising from Licensee's, its
Affiliates' or sublicensees' marketing, distribution and sale of the Product;
provided, that this indemnification shall not apply to the extent such claim or
demand has resulted from any negligent act or omission with respect to such
Product by Licensor, its Affiliates, their employees, agent or contract
manufacturers, (C) act or omission on the part of Licensee or any of its
employees or agents in the performance of this Agreement, (D) third party claims
alleging infringement of such third parties' Intellectual Property Rights as a
result of the advertisement, promotion or marketing materials created by or at
the direction of Licensee, its Affiliates or sublicensees and used in connection
with the sale of the Product hereunder, and (E) payments, commissions or fees of
any kind due to consultants or brokers retained by Licensee relating to the
Product.

                  (iii)   A party seeking indemnification under this paragraph
12 (c) (the "Indemnified Party") must give prompt written notice thereof to the
other party (the "Indemnifying Party"). The Indemnifying Party shall have the
right to defend any such claim or demand subject to the right of the Indemnified
Party to participate with counsel of its choice in such defense, but the fees
and expenses of such additional counsel shall be at the expense of the
Indemnified Party. The Indemnified Party shall cooperate fully in all respects
with the Indemnifying Party in any such compromise, settlement or defense,
including, without limitation, by making available all pertinent information and
personnel under its control to the Indemnifying Party. The Indemnifying Party
will not compromise or settle any claim or demand (other than, after
consultation with Indemnified Party, a claim or demand to be settled by the
payment of money damages and/or the granting of releases) without the prior
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld.

                  (iv)    Each party shall maintain and keep in force for the
term of this Agreement comprehensive general liability insurance including
Products/Completed Operations, Contractual and Broad Form Property Damage
covering its indemnification obligations hereunder with a minimum limit of
Fifteen Million United States Dollars (U.S. $15,000,000) per annum combined
single limit for Bodily Injury and Property Damage to be increased as
appropriate consistent with prudent business practices prevailing in the
pharmaceutical business. Such insurance shall be placed with a first class
insurance carrier with at least a BBB rating by Standard & Poors. Promptly after
the execution and delivery of this Agreement, each party shall furnish a
certificate of insurance to the other party evidencing the foregoing
endorsements, coverage and limits, and providing that such insurance shall not
expire or be canceled or modified without at least thirty (30) days prior notice
to the other party.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -21-

<PAGE>

         13.      Term of License.
                  ---------------

         Except as otherwise provided for herein, and subject to the provisions
of paragraph 4 (r), the Agreement shall commence on the Effective Date and
remain in effect until May 19, 2010 (the "Initial Term"), renewable upon mutual
agreement of the parties for five (5) year periods at commercial terms to be
agreed upon. It is understood that if after the Initial Term or any subsequent
five-year period the parties cannot agree upon mutually acceptable terms,
Licensee will have the option of converting this Agreement into a license
agreement and Licensee will be free to manufacture, or have manufactured, the
Product. Under such circumstances, Licensor shall continue to supply the Product
in Finished Package Form under the then current terms and conditions of this
Agreement for as long as is necessary and will assist Licensee as necessary,
including without limitation by transferring to Licensee all Technology
necessary or useful to give Licensee the capability of manufacturing the Product
in such a way as to communicate such Technology to Licensee promptly,
effectively and economically, so that Licensee can undertake manufacture of the
Product and continue the sale of the Product without interruption. In the event
that Licensee shall continue to market the Product under the terms of this
Agreement for twenty-five (25) years from the Effective Date in each of the
European Economic Community, Canada and the United States, Licensee shall
thereafter own the Trademarks and related goodwill.

         14.      Termination.
                  -----------

         (a)      This Agreement may be terminated upon the mutual written
agreement of the parties.

         (b)      Either party may terminate this Agreement forthwith by written
notice to the other, if the other party commits a material breach of any part of
this Agreement and such breach has not been remedied by the breaching party
within sixty (60) days after written notice of such breach has been given by the
other party. If the breach cannot be remedied within sixty (60) days, the
breaching party may submit a plan within this sixty (60) day period, reasonably
acceptable to the other party, outlining the steps that it intends taking to
cure the breach and then must cure the breach in accordance with the terms of
such plan or be subject to an action by the other party for termination of this
Agreement pursuant to this paragraph 14 (b) for breach of such plan.

         (c)      This Agreement may also be terminated by written notice of one
party, if the other party shall be involved in financial difficulties as
evidenced:

                  (i)     by its commencement of a voluntary case under any
applicable bankruptcy code or statute, or by its authorizing, by appropriate
proceedings, the commencement of such voluntary case; or

                  (ii)    by its failing to receive dismissal of any involuntary
case under any applicable bankruptcy code or statute within sixty (60) days
after initiation of such action or petition; or

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -22-

<PAGE>

                  (iii)   by its seeking relief as a debtor under any applicable
law of any jurisdiction relating to the liquidation or reorganization of debtors
or to the modification or alteration of the rights of creditors, or by
consenting to or acquiescing in such relief; or

                  (iv)    by the entry of an order by a court of competent
jurisdiction finding it to be bankrupt or insolvent, or ordering or approving
its liquidation, reorganization or any modification or alteration of the rights
of its creditors or assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property or assets; or

                  (v)     by its making an assignment for the benefit of, or
entering into a composition with its creditors, or appointing or consenting to
the appointment of a receiver or other custodian for all or a substantial part
of its property.

         (d)      Licensee may terminate this Agreement at any time after May
20, 2002 with one (1) year's written notice if the Product is not a commercial
success, as determined by Licensee in its sole discretion, and on ninety (90)
days' notice at any time during the Agreement for reasons of safety or efficacy
of the Product.

         (e)      Licensee shall have the option of converting this Agreement
into a license agreement at any time following a Failure to Supply. Upon notice
of such conversion, Licensor shall assist Licensee as necessary, including,
without limitation, by transferring to Licensee all Technology necessary or
useful to give Licensee the capability of manufacturing the Product in such a
way as to communicate such Technology to Licensee promptly, effectively and
economically so that Licensee can undertake manufacture of the Product and
continue the sale of the Product without interruption. Licensee shall then be
free to manufacture, or have manufactured, the Product provided that Licensee
pays on a quarterly basis the royalties as provided in Section 4(r).

         (f)      The failure by a party to exercise its rights to terminate
this Agreement pursuant to this Section (14) in the event of any occurrence
giving rise thereto shall not constitute a waiver of such rights in the event of
any subsequent occurrence.

         (g)      Termination of this Agreement shall not release either party
from its obligations accrued prior to the effective date of termination nor
deprive either party from any rights that this Agreement provides shall survive
termination. The provisions of paragraphs 4 (q), (r), (s) and (t), Sections 11,
13, 14(g), 16 through 31, and paragraph 12 (c) shall remain in full force and
effect and shall survive the termination of this Agreement to the extent
necessary to effect the express purposes of such paragraphs and Sections.

         15.      Publicity.
                  ---------

         The parties hereto shall coordinate the preparation and issuance of any
public announcement of this Agreement. Any such announcement shall comply with
relevant Securities and Exchange Commission requirements and shall take into
account any reasonable concern regarding the trade. The wording of such
announcement shall be agreed upon by the parties before release.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -23-

<PAGE>

         16.      Audits.
                  ------

         (a)      Licensee shall keep accurate records of all Product sales and
other relevant data concerning the Product for a period of two (2) years
following the year in which such records were created and Licensee shall provide
Licensor quarterly reports thereof forty-five (45) days after the end of the
applicable calendar quarter. Such reports shall state the number of Units of
Product manufactured by Licensee, its Affiliates or sublicensees and the number
of Units of Product sold by Licensee, its Affiliates or sublicensees during the
applicable quarter as well as the number of free samples of Product distributed
and any Product returns made during such calendar quarter together with an
accounting of any other applicable components of the amounts paid or to be paid
hereunder with respect to such calendar quarter. Simultaneous with the delivery
of such report, Licensee shall make, or cause to be made, any additional payment
due with respect to the Purchase Price for Product sold during such calendar
quarter. Once a year, upon reasonable notice, at times mutually agreed upon and
during business hours, Licensor at Licensor's cost may have the accounts of
Licensee, its Affiliates or sublicensees for the preceding two (2) calendar
years relating to the Product reviewed by independent certified public
accountants appointed by Licensor and reasonably approved by Licensee, solely in
order to verify amounts due under this Agreement. Licensor and Licensee shall
mutually determine a general strategy for such audit in advance of its conduct.
Said accountant shall not disclose to Licensor any information except that which
should properly be contained in a quarterly report required under this
Agreement. Licensee shall promptly pay any underpayment evidenced by such audit,
and Licensor shall promptly refund any overpayment evidenced by such audit. In
the event such an audit evidences an underpayment of more than five percent (5%)
with respect to the amounts actually paid, Licensee shall promptly pay such
underpayment to Licensor with interest at the prime rate as set by Citibank,
from the time when such underpayment accrued, and shall reimburse Licensor for
the reasonable costs and expenses (including fees) of such audit.

         (b)      Licensor shall keep accurate records of its Direct Costs of
manufacturing the Product for a period of two (2) years following the year in
which such records were created. Once a year, upon reasonable notice, at times
mutually agreed upon and during business hours, Licensee at Licensee's cost may
have the accounts of Licensor for the preceding two (2) calendar years relating
to the Direct Costs of manufacturing the Product reviewed by independent
certified public accountants appointed by Licensee and reasonably approved by
Licensor, solely in order to verify amounts due under this Agreement. Licensor
and Licensee shall mutually determine a general strategy for such audit in
advance of its conduct. Said accountant shall not disclose to Licensee any
information except that relating to the Direct Costs of manufacturing the
Product. Licensor shall promptly refund any overpayment evidenced by such audit,
and Licensee shall promptly pay any underpayment evidenced by such audit. In the
event such audit evidences an overpayment of more than five percent (5%) with
respect to the amounts actually paid, Licensor shall promptly refund such
overpayment to Licensee with interest at the prime rate as set by Citibank, from
the time when such overpayments accrued, and shall reimburse Licensee for the
reasonable costs and expenses (including fees) of such audit.

         17.      Notices.
                  -------

         All notices required hereunder shall be in writing and shall be deemed
to be properly given if sent by air courier to the party to be notified at the
address set forth on page 1 hereof, or

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -24-

<PAGE>

at such other latest address as either party may hereafter designate in writing
to the other; provided that a copy of each notice to be sent to Licensor
hereunder shall also be sent by the same means to General Counsel, Columbia
Laboratories, Inc., 220 South Orange Avenue, Livingston, New Jersey, U.S.A.; and
further provided that a copy of each notice sent to Licensee hereunder shall
also be sent by the same means to General Counsel, Ares-Serono International
S.A., 15 bis chemin des Mines, 1202, Geneva, Switzerland. The date of service of
any notice so sent by air courier shall be the date of receipt.

         18.      Ownership Change; Assignment; Successors.
                  ----------------------------------------

         This Agreement shall be binding on and inure to the benefit of the
successors and assigns of the parties, including any Affiliate, subsidiary,
division or any entity controlled by either party. Except as provided herein,
Licensee may not sublicense or assign this Agreement, in whole or in part,
without the consent in writing of Licensor, and any purported assignment with
such consent (which may be withheld without reason) shall be void; provided,
that Licensee may upon notice to Licensor assign all or any portion of this
Agreement to any of its Affiliates, but may not then sell such Affiliate without
Licensor's prior written consent unless this Agreement is first assigned back
from such Affiliate to Licensee. Licensor may not assign its rights under this
Agreement, in whole or in part, without consent in writing of Licensee; and any
purported assignment without such consent (which may be withheld without reason)
shall be void; provided, that Licensor may upon notice to Licensee assign all or
any portion of this Agreement to any of its Affiliates, but may not then sell
such Affiliate without Licensee's prior written consent unless this Agreement is
first assigned back from such Affiliate to Licensor.

         If any person, individually or in concert with others, shall acquire
directly or indirectly, through one or more intermediaries, the beneficial
ownership of fifty percent or more of the equity or assets of Licensor or
Licensee during the term of this Agreement, the party not being acquired may
require from the new owners of the acquired party a written affirmation of its
intent and capability to comply with all the terms of this Agreement. Under no
circumstances shall such action by Licensor interfere with or compromise the
continued supply of the Product to Licensee, provided, however, that should such
interference or compromise occur, Licensee in such event shall have the option
of terminating this Agreement.

         Nothing in this Agreement, express or implied, is intended to confer on
any person other than the parties hereto, or their respective permitted
successors and assigns, any benefits, rights or remedies.

         19.      Tax.
                  ---

         All taxes levied on account of any payments accruing under this
Agreement which constitute income to Licensor, shall be the obligation of
Licensor, and if provision is made in law or regulation for withholding, such
tax shall be deducted from any payment then due, paid to the proper taxing
authority, and receipt for payment of the tax secured and promptly sent to
Licensor.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -25-

<PAGE>

         20.      Independent Contractors.
                  -----------------------

         The relationship of the parties under this Agreement is that of
independent contractors. Neither party shall be deemed to be the agent of the
other and neither is authorized to take any action binding upon the other.

         21.      Entire Agreement; Modification.
                  ------------------------------

         This Agreement, including the Schedules hereto, contains the entire
understanding between the parties hereto relating to the subject matter hereof,
there being no terms and conditions other than those set forth herein, and it
supersedes all prior agreements, written or oral, between the parties hereto
with respect to the matters covered hereunder. This Agreement may not be
modified, altered or otherwise changed other than by an instrument in writing,
duly executed by each of the parties hereto.

         22.      Severability.
                  ------------

         If any provision of this Agreement should be or becomes fully or partly
invalid or unenforceable for any reason whatsoever or should be adjudged to
violate any applicable law, this Agreement is to be considered divisible as to
such provision and such provision is deemed to be deleted from this Agreement,
and the remainder of this Agreement shall be valid and binding as if such
provision were not included herein; provided, however, that this Agreement is
not rendered fundamentally different in its content or effect.

         23.      Effect of Headings.
                  ------------------

         The headings for the sections and paragraphs of this Agreement are to
facilitate reference only, do not form a part of this Agreement, and shall not
in any way affect the interpretation hereof.

         24.      Choice of Law.
                  -------------

         This Agreement and performance hereof shall be construed and governed
by the laws of the State of New York and of the United States. Any dispute,
controversy, claim or difference arising between the parties out of, relating
to, or in connection with this Agreement shall be submitted to the jurisdiction
of the courts sitting in the State of New York.

         25.      No Waiver.
                  ---------

         No delay or omission or failure to exercise any right or remedy
provided for herein shall be deemed to be a waiver thereof or acquiescence in
the event giving rise to such right or remedy.

         26.      Counterparts.
                  ------------

         This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed shall be deemed an original, but all such counterparts shall constitute
but one and the same instrument.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -26-

<PAGE>

         27.      Further Assurances.
                  ------------------

         Licensor and Licensee each agree to produce or execute such other
documents or agreements as may be necessary or desirable for the execution and
implementation of this Agreement and the consummation of the transactions
contemplated hereby.

         28.      Schedules.
                  ---------

         The terms and provisions of the Schedules attached to this Agreement
are hereby incorporated herein as if fully set forth herein.

         29.      Bankruptcy.
                  ----------

         All Trademark, Patent and Technology rights and licenses granted to the
Product under or pursuant to this Agreement by Licensor to Licensee are, and
shall otherwise be deemed to be, for purposes of Section 365(n) of the United
States Bankruptcy Code, as amended from time to time (the "Bankruptcy Code"),
licenses of rights to "intellectual property" as defined under Section 101 (35A)
of the Bankruptcy Code. The parties hereto agree that so long as Licensee, as a
licensee of such rights under this Agreement, makes all payments to Licensor
required under this Agreement. Licensee shall retain and may fully exercise all
of its rights and elections under the Bankruptcy Code. The parties further agree
that, in the event that any proceeding shall be instituted by or against
Licensor seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking an entry of an
order for relief or the appointment of a receiver, trustee or other similar
official for it or any substantial part of its property or it shall take an
action to authorize any of the foregoing actions, Licensee, as a licensee of
such rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under the Bankruptcy Code. The parties further agree that,
in the event of the commencement of a bankruptcy proceeding by or against
Licensor under the Bankruptcy Code, Licensee shall be entitled to a complete
duplicate of (or complete access to, as appropriate) any such intellectual
property and all embodiment of such intellectual property, and the same, if not
already in its possession, shall be promptly delivered to Licensee (i) upon any
such commencement of a bankruptcy proceeding upon written request therefor by
Licensee, unless Licensor elects to continue to perform all of its obligations
under this Agreement, or (ii) if not delivered under (i) above, upon the
rejection of this Agreement by or on behalf of Licensor, upon written request
therefor by Licensee. In addition the parties agree that in such event the
intellectual property delivered to Licensee shall include all Technology
necessary or useful to give Licensee the capability of manufacturing the Product
and such Technology shall be delivered to Licensee in such a way as to
communicate it to Licensee promptly, effectively and economically.

         30.      Force Majeure.
                  -------------

         No failure or omission by a party hereto in the performance of any
obligation of this Agreement shall be deemed a breach of this Agreement nor
shall it create any liability if the same shall arise from any cause or causes
beyond the control of the party, including, but not limited to, the following,
which, for the purposes of this Agreement, shall be regarded as beyond

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -27-

<PAGE>

the control of the party in question: acts of God, acts or omissions of any
government, any rules, regulations, or orders issued by any governmental
authority or any officer, department, agency, or instrumentality thereof, fire,
storm, flood, earthquake, accident, war, rebellion, insurrection, riot,
invasion, strikes, lockouts; provided however, that the party so affected shall
promptly advise the other party of the existence of such causes of
nonperformance, shall use its best efforts to avoid or remove such causes of
nonperformance and shall continue performance hereunder with the utmost dispatch
whenever such causes are removed.

         31.      Performance by Affiliates.
                  -------------------------

         The parties agree that certain of their rights and obligations under
this Agreement may be carried out by one or more of their Affiliates; provided,
however, that each party shall remain responsible for the acts and omission of
its Affiliates. The parties further understand and agree that no such Affiliate
is a party to this Agreement, and, except as contemplated by this Agreement, is
not the agent of such party for purposes hereof, is not authorized to bind such
party and cannot enter into amendments to this Agreement, which can only be made
in accordance with the terms of Section 21 hereof.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first above written,

Columbia Laboratories (Bermuda) Ltd.

By:      /S/ William J. Bologna
         ----------------------
(Title)  Director

Ares Trading S.A.

By:      /S/ Jean - Pierre Verhassel
         ---------------------------
(Title)  Authorized Representative

By:      /S/ Jacques Theurillat
         ----------------------
(Title)  Authorized Representative

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -28-

<PAGE>

                           SCHEDULE A: CRINONE PATENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
        Subject              Country         Serial No.          Filed              Patent No.              Issued
        -------              -------         ---------           -----              ---------
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                 <C>             <C>                         <C>
1.  Treating agent and   U.S.              551,295             11/14/83        Abandoned in favor of
Polycarboxylic Acid                                                            Serial No. 07/690,483
----------------------------------------------------------------------------------------------------------------------
                         U.S.              690,483             11/09/84              4,615,697             10/07/86
----------------------------------------------------------------------------------------------------------------------
                         Australia         36,148              11/09/84               565,354              02/15/88
----------------------------------------------------------------------------------------------------------------------
                         *EPO              84904286.6          11/09/84               0163696              11/25/92
----------------------------------------------------------------------------------------------------------------------
                         Austria                                                      0163696
----------------------------------------------------------------------------------------------------------------------
                         Belgium                                                      0163696
----------------------------------------------------------------------------------------------------------------------
                         France                                                       0163696
----------------------------------------------------------------------------------------------------------------------
                         Germany                                                     3485995.0             12/15/92
----------------------------------------------------------------------------------------------------------------------
                         Liechtenstein                                                0163696
----------------------------------------------------------------------------------------------------------------------
                         Luxembourg                                                   0163696
----------------------------------------------------------------------------------------------------------------------
                         Netherlands                                                  0163696
----------------------------------------------------------------------------------------------------------------------
                         Sweden                                                       0163696
----------------------------------------------------------------------------------------------------------------------
                         Switzerland                                                  0163696
----------------------------------------------------------------------------------------------------------------------
                         U.K.                                                         0163696
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         Japan             504250/84           11/09/84              02113953
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         Canada            495,209             11/13/85              1,260,832             09/26/89
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         *EPO              92105052.2          03/24/92               0501523              04/09/97
----------------------------------------------------------------------------------------------------------------------
                         Austria                                                      0501523
----------------------------------------------------------------------------------------------------------------------
                         Belgium                                                      0501523
----------------------------------------------------------------------------------------------------------------------
                         France                                                       0501523
----------------------------------------------------------------------------------------------------------------------
                         Germany                                                      3486448
----------------------------------------------------------------------------------------------------------------------
                         Liechtenstein                                                0501523
----------------------------------------------------------------------------------------------------------------------
                         Luxembourg                                                   0501523
----------------------------------------------------------------------------------------------------------------------
                         Netherlands                                                  0501523
----------------------------------------------------------------------------------------------------------------------
                         Sweden                                                       0501523
----------------------------------------------------------------------------------------------------------------------
                         Switzerland                                                  0501523
----------------------------------------------------------------------------------------------------------------------
                         U.K.                                                         0501523
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -29-

<PAGE>

                     SCHEDULE A: CRINONE PATENTS (continued)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
        Subject              Country         Serial No.          Filed              Patent No.              Issued
        -------              -------         ---------           -----              ---------               ------
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                 <C>                   <C>                   <C>
----------------------------------------------------------------------------------------------------------------------
2.  Progesterone         U.S.              08/122.371          09/15/93              5,543,150             08/06/96
Delivery
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         *PCT              US94/10270          09/13/94
----------------------------------------------------------------------------------------------------------------------
                         Australia                                                    689133               07/09/98
----------------------------------------------------------------------------------------------------------------------
                         Brazil            P19407475.5         09/13/94
----------------------------------------------------------------------------------------------------------------------
                         Canada
----------------------------------------------------------------------------------------------------------------------
                         Finland
----------------------------------------------------------------------------------------------------------------------
                         Georgia
----------------------------------------------------------------------------------------------------------------------
                         Hungary
----------------------------------------------------------------------------------------------------------------------
                         Japan
----------------------------------------------------------------------------------------------------------------------
                         Korea (Rep.)
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         Lithuania                                                     4072                12/04/96
----------------------------------------------------------------------------------------------------------------------
                         Latvia                                                        11527               02/20/97
----------------------------------------------------------------------------------------------------------------------
                         New Zealand       273816              09/13/94
----------------------------------------------------------------------------------------------------------------------
                         Norway            96.1044
----------------------------------------------------------------------------------------------------------------------
                         Russian Fed.
----------------------------------------------------------------------------------------------------------------------
                         Ukraine
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         Argentina         329.462             09/14/94
----------------------------------------------------------------------------------------------------------------------
                         Chile             1319-94             09/09/94                39553               06/15/98
----------------------------------------------------------------------------------------------------------------------
                         Columbia          94041745            09/15/94
----------------------------------------------------------------------------------------------------------------------
                         Israel            110972              09/14/94               110972               06/11/98
----------------------------------------------------------------------------------------------------------------------
                         Malaysia          P1 9402436          09/14/94
----------------------------------------------------------------------------------------------------------------------
                         Mexico            94 7089             09/14/94
----------------------------------------------------------------------------------------------------------------------
                         Morocco (and      23.649              09/14/94               23.329
----------------------------------------------------------------------------------------------------------------------
                            Tangiers)      (1249)              09/14/94               (1249)
----------------------------------------------------------------------------------------------------------------------
                         Peru              250745              09/15/94
----------------------------------------------------------------------------------------------------------------------
                         Philippines       49001               09/15/94
----------------------------------------------------------------------------------------------------------------------
                         South Africa      94/07073            09/14/94              94/07073              07/26/95
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         Venezuela         1817/94             11/23/94
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         *EPO (PCT)        94.928089.5         09/13/94
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                         Austria
----------------------------------------------------------------------------------------------------------------------
                         Belgium
----------------------------------------------------------------------------------------------------------------------
                         Switzerland
----------------------------------------------------------------------------------------------------------------------
                         Liechtenstein
----------------------------------------------------------------------------------------------------------------------
                         Germany
----------------------------------------------------------------------------------------------------------------------
                         Denmark
----------------------------------------------------------------------------------------------------------------------
                         Spain
----------------------------------------------------------------------------------------------------------------------
                         France
----------------------------------------------------------------------------------------------------------------------
                         U.K.
----------------------------------------------------------------------------------------------------------------------
                         Greece
----------------------------------------------------------------------------------------------------------------------
                         Ireland
----------------------------------------------------------------------------------------------------------------------
                         Italy
----------------------------------------------------------------------------------------------------------------------
                         Luxembourg
----------------------------------------------------------------------------------------------------------------------
                         Monaco
----------------------------------------------------------------------------------------------------------------------
                         Netherlands
----------------------------------------------------------------------------------------------------------------------
                         Portugal
----------------------------------------------------------------------------------------------------------------------
                         Sweden
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -30-

<PAGE>

                             SCHEDULE B: TRADEMARKS
                                     CRINONE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
           Country                     Serial Number                 Filing Date                    Status
           -------                     -------------                 -----------                    ------
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
----------------------------------------------------------------------------------------------------------------------
U.S.                            74/494.324                   02/25/94                     Reg. No. 2,086,161
                                                                                          Reg. Date: 08/15/97
----------------------------------------------------------------------------------------------------------------------
Antigua                                                                                   Reg. No. 3739
                                                                                          Reg. Date. 07/15/94
----------------------------------------------------------------------------------------------------------------------
Argentina                       1,909,614                    02/18/94                     Reg. No. 1,535,140
                                                                                          Reg. Date: 08/31/94
----------------------------------------------------------------------------------------------------------------------
Aruba                                                        06/30/94                     Reg. No. 16860
                                                                                          Reg. Date: 07/06/94
----------------------------------------------------------------------------------------------------------------------
Australia                       622,906                      02/17/94                     Reg. No. A622,906
                                                                                          Reg. Date: 10/05/95
----------------------------------------------------------------------------------------------------------------------
Austria                         AM 706/94                    02/16/94                     Reg. No. 152,207
                                                                                          Reg. Date: 04/20/94
----------------------------------------------------------------------------------------------------------------------
Bahamas                         16,603                       07/18/94                     Reg. No. 16,603
                                                                                          Reg. Date: 07/15/94
----------------------------------------------------------------------------------------------------------------------
Barbados                                                     09/01/94
----------------------------------------------------------------------------------------------------------------------
Benelux                         822,038                      02/15/94                     Reg. No. 544,594
                                                                                          Reg. Date: 02/15/94
----------------------------------------------------------------------------------------------------------------------
Bermuda                         99127654                     12/02/94                     Reg. No. 26575
                                                                                          Reg. Date: 12/02/94
----------------------------------------------------------------------------------------------------------------------
Bolivia                         Filed-Waiting for No.        09/16/97
----------------------------------------------------------------------------------------------------------------------
Brazil                          817,711,643                  03/01/94                     Reg. No. 817711643
                                                                                          Reg. Date: 09/17/96
----------------------------------------------------------------------------------------------------------------------
Bulgaria                        36027                        09/09/96                     Reg. No. 30906
                                                                                          Reg. Date: 06/19/97
----------------------------------------------------------------------------------------------------------------------
Canada                          748,373                      03/01/94
----------------------------------------------------------------------------------------------------------------------
Chile                           266,724                      02/18/94                     Reg. No. 435,742
                                                                                          Reg. Date: 01/02/95
----------------------------------------------------------------------------------------------------------------------
China                           960100880                    09/04/96                     Reg. No. 1118238
                                                                                          Reg. Date: 10/14/97
----------------------------------------------------------------------------------------------------------------------
Columbia                        94.001.931                   03/11/94                     Reg. No. 163,531
                                                                                          Reg. Date: 04/29/94
----------------------------------------------------------------------------------------------------------------------
Costa Rica                      4,426/403                    03/17/94                     Reg. No. 89,706
                                                                                          Reg. Date: 01/03/95
----------------------------------------------------------------------------------------------------------------------
Czech Republic                  114777                       09/13/96                     Reg. No. 208 376
                                                                                          Reg. Date: 03/25/98
----------------------------------------------------------------------------------------------------------------------
Denmark                         01294/1994                   02/16/94                     Reg. No. 3,349/1994
                                                                                          Reg. Date: 05/20/94
----------------------------------------------------------------------------------------------------------------------
Dominica                                                     01/11/95                     Reg. No. 2/95
                                                                                          Reg. Date: 10/26/95
----------------------------------------------------------------------------------------------------------------------
Dominican Republic                                                                        Reg. No. 74,643
                                                                                          Reg. Date: 10/15/94
----------------------------------------------------------------------------------------------------------------------
Ecuador                         45,168                       02/17/94                     Reg. No. 2513-95
                                                                                          Reg. Date: 07/14/95
----------------------------------------------------------------------------------------------------------------------
El Salvador                     E-4343/96                    09/27/96
----------------------------------------------------------------------------------------------------------------------
</TABLE>

If no entry indicated under "status," application is pending.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -31-

<PAGE>

SCHEDULE B:  TRADEMARKS
-----------------------

                                     CRINONE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
           Country                     Serial Number                 Filing Date                    Status
           -------                     -------------                 -----------                    ------
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
----------------------------------------------------------------------------------------------------------------------
Finland                         868/94                       02/17/94                     Reg. No. 135,416
                                                                                          Reg. Date: 12/05/94
----------------------------------------------------------------------------------------------------------------------
France                          94/507,153                   02/18/94                     Reg. No. 94/507,153
                                                                                          Reg. Date: 02/18/94
----------------------------------------------------------------------------------------------------------------------
Gaza                            2649                         02/21/95                     Reg. No. 2649
                                                                                          Reg. Date: 02/21/95
----------------------------------------------------------------------------------------------------------------------
Germany                         C 46 417/5 Wz                02/15/94                     Reg. No. 2105212
                                                                                          Reg. Date: 11/19/98
----------------------------------------------------------------------------------------------------------------------
Greece                          118.091                      03/04/94                     Reg. No. 118091
                                                                                          Reg. Date: 09/17/96
----------------------------------------------------------------------------------------------------------------------
Grenada                                                                                   Reg. No. 17 of 1995
                                                                                          Reg. Date: 03/07/95
----------------------------------------------------------------------------------------------------------------------
Guatemala                       5530/94                      08/18/94                     Reg. No. 79985/314/171
                                                                                          Reg. Date: 08/05/96
----------------------------------------------------------------------------------------------------------------------
Honduras                        3,319/94                     04/29/94                     Reg. No. 3,319/94
                                                                                          Reg. Date: 12/11/95
----------------------------------------------------------------------------------------------------------------------
Hong Kong                       94/01,823                    02/18/94                     Reg. No. 6779/1995
                                                                                          Reg. Date: 08/10/95
----------------------------------------------------------------------------------------------------------------------
Hungary                         M9602956                     09/09/96                     Reg. No. 149,548
                                                                                          Reg. Date: 03/12/98
----------------------------------------------------------------------------------------------------------------------
Iceland                         986/1996                     08/16/96                     Reg. No. 1305/1998
                                                                                          Reg. Date: 12/02/98
----------------------------------------------------------------------------------------------------------------------
India                           686888                       11/15/95
----------------------------------------------------------------------------------------------------------------------
Indonesia                                                    02/25/94                     Reg. No. 334.556
                                                                                          Reg. Date: 02/25/94
----------------------------------------------------------------------------------------------------------------------
Ireland                         94/1,054                     02/21/94                     Reg. No. 161 455
                                                                                          Reg. Date: 11/16/95
----------------------------------------------------------------------------------------------------------------------
Israel                          91,275                       02/16/94                     Reg. No. 91,275
                                                                                          Reg. Date: 03/11/95
----------------------------------------------------------------------------------------------------------------------
Italy                           MI 94C-001,468               02/18/94                     Reg. No. 693083
                                                                                          Reg. Date: 11/26/96
----------------------------------------------------------------------------------------------------------------------
Jamaica                         5/6002                       07/22/94                     Reg. No. 27,566
                                                                                          Reg. Date: 07/22/94
----------------------------------------------------------------------------------------------------------------------
Japan                           16,695/94                    02/17/94                     Reg. No. 4.007.106
                                                                                          Reg. Date: 06/06/971
----------------------------------------------------------------------------------------------------------------------
Korea                           04-6072                      02/17/94                     Reg. No. 327,934
                                                                                          Reg. Date: 11/28/95
----------------------------------------------------------------------------------------------------------------------
Malaysia                        94/01,482                    02/28/94                     Reg. No. 04/101,482
                                                                                          Reg. Date: 01/06/96
----------------------------------------------------------------------------------------------------------------------
Mexico                          194,789                      03/28/94                     Reg. No. 461,390
                                                                                          Reg. Date: 05/23/94
----------------------------------------------------------------------------------------------------------------------
</TABLE>

If no entry indicated under "status," application is pending.

--------------------------------

/1/ Registered in the name of Ishihara Sangyo Kaisha, Ltd. pursuant to license
    agreement.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -32-

<PAGE>

SCHEDULE B:  TRADEMARKS
-----------------------
                                  CRINONE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
           Country                     Serial Number                 Filing Date                    Status
           -------                     -------------                 -----------                    ------
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
----------------------------------------------------------------------------------------------------------------------
New Zealand                     235,877                      04/12/94                     Reg. No. 235877
                                                                                          Reg. Date:  04/12/94
----------------------------------------------------------------------------------------------------------------------
Nicaragua                       94-00692                     03/15/94                     Reg. No. 27,140 C.C.
                                                                                          Reg. Date:  11/08/94
----------------------------------------------------------------------------------------------------------------------
Norway                          94.1168                      02/24/95                     Reg. No. 167,793
                                                                                          Reg. Date:  05/04/95
----------------------------------------------------------------------------------------------------------------------
Pakistan                        133195                       01/17/96
----------------------------------------------------------------------------------------------------------------------
Panama                          75,910                       06/09/95                     Reg. No. 075910
                                                                                          Reg. Date:  03/09/98
----------------------------------------------------------------------------------------------------------------------
Peru                            237,422                      02/25/94                     Reg. No. 7560
                                                                                          Reg. Date: 05/24/94
----------------------------------------------------------------------------------------------------------------------
Philippines                     93,975                       07/01/94
----------------------------------------------------------------------------------------------------------------------
Poland                          Z-164,217                    09/16/96
----------------------------------------------------------------------------------------------------------------------
Portugal                        298,172                      02/17/94                     Reg. No.  298,177
                                                                                          Reg. Date:  05/18/96
----------------------------------------------------------------------------------------------------------------------
Romania                                                      09/19/96
----------------------------------------------------------------------------------------------------------------------
St. Kitts & Nevis               4201                         07/12/94                     Reg. No.  4201
                                                                                          Reg. Date:  07/12/94
----------------------------------------------------------------------------------------------------------------------
St. Lucia                                                    11/09/94                     Reg. No.  251 of 1994
                                                                                          Reg. Date:  02/21/95
----------------------------------------------------------------------------------------------------------------------
St. Vincent                                                                               Reg. No. 5 of 1995
                                                                                          Reg. Date:  01/18/95
----------------------------------------------------------------------------------------------------------------------
Saudi Arabia                    26,156                       02/26/94                     Reg. No.  342/76
                                                                                          Reg. Date:  02/26/94
----------------------------------------------------------------------------------------------------------------------
Singapore                       1,504/94                     02/22/94                     Reg. No. 1504/94
                                                                                          Reg. Date: 02/22/94
----------------------------------------------------------------------------------------------------------------------
Slovak Republic                 2443-96                      09/17/96
----------------------------------------------------------------------------------------------------------------------
South Africa                    941,526                      02/15/94                     Reg. No. 94/1526
                                                                                          Reg. Date: 05/08/96
----------------------------------------------------------------------------------------------------------------------
Spain                           1,806,658                    03/01/94                     Reg. No. 1806658
                                                                                          Reg. Date: 03/01/94
----------------------------------------------------------------------------------------------------------------------
Sweden                          C-94-01662                   02/15/94                     Reg. No. 263,209
                                                                                          Reg. Date: 12/23/94
----------------------------------------------------------------------------------------------------------------------
Switzerland                     1078/1994.0                  02/17/94                     Reg. No. 420,589
                                                                                          Reg. Date: 02/17/94
----------------------------------------------------------------------------------------------------------------------
Taiwan                          (83)8061                     02/24/94                     Reg. No. 665,209
                                                                                          Reg. Date: 02/24/94
----------------------------------------------------------------------------------------------------------------------
Thailand                        261,887                      03/15/94
----------------------------------------------------------------------------------------------------------------------
Trinidad                        22,865                       07/08/94
----------------------------------------------------------------------------------------------------------------------
Turkey                          96/12785                     08/28/96                     Reg. No. 186210
                                                                                          Reg. Date: 08/28/97
----------------------------------------------------------------------------------------------------------------------
United Kingdom                  1,562,409                    02/15/94                     Reg. No.  1,562,404
                                                                                          Reg. Date: 02/15/94
----------------------------------------------------------------------------------------------------------------------
Uruguay                         269,001                      03/18/94                     Reg. No. 269,001
                                                                                          Reg. Date: 03/21/96
----------------------------------------------------------------------------------------------------------------------
Venezuela                       2,201                        02/22/94
----------------------------------------------------------------------------------------------------------------------
Vietnam                         NH 1790/96                   11/04/96
----------------------------------------------------------------------------------------------------------------------
</TABLE>

If no entry indicated under "status," application is pending.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -33-

<PAGE>

                             SCHEDULE B: TRADEMARKS
                             ----------------------
                                    PERLENCE
                                    --------

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
           Country                     Serial Number                 Filing Date                    Status
           -------                     -------------                 -----------                    ------
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
Benelux                         905081                       11/19/97
----------------------------------------------------------------------------------------------------------------------
Bulgaria                        38213                        04/25/97
----------------------------------------------------------------------------------------------------------------------
Czech Republic                  122331                       05/20/97
----------------------------------------------------------------------------------------------------------------------
Denmark                         05748/1997                   12/21/97                     Reg. No.  UR 05.416 1997
                                                                                          Reg. Date:  12/19/97
----------------------------------------------------------------------------------------------------------------------
Finland                         T 199704540                  11/20/97                     Reg. No.  211692
                                                                                          Reg. Date:  10/30/98
----------------------------------------------------------------------------------------------------------------------
France                          96/657727                    12/31/96                     Reg. No. 96/657727
                                                                                          Reg. Date:  12/31/96

CORLUTRONE                                                                                Reg. No.  96 636870
                                                                                          Reg. Date:  07/31/96
----------------------------------------------------------------------------------------------------------------------
Hungary                         M97 01450                    04/24/97
----------------------------------------------------------------------------------------------------------------------
Norway                          19979915                     11/26/97                     Reg. No.  192405
                                                                                          Reg. Date:  08/27/98
----------------------------------------------------------------------------------------------------------------------
Poland                          Z 173351                     05/12/97
----------------------------------------------------------------------------------------------------------------------
Romania                                                      05/20/97
----------------------------------------------------------------------------------------------------------------------
Slovak Republic                 POZ 1377-97                  05/21/97
----------------------------------------------------------------------------------------------------------------------
Sweden                          97-10435                     11/20/97
----------------------------------------------------------------------------------------------------------------------
</TABLE>

If no entry indicated under "status," application is pending.

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -34-

<PAGE>

                           SCHEDULE C. CLINICAL TRIALS
                           ---------------------------

<TABLE>
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
8502                                     Whitehead                              Urinary Metabolites
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8503/4                                   Whitehead                              Kinetics/Histology
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8511                                     Donnez                                 Endometrial Effects
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8512                                     de Ziegler                             Endometrial Effects
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8515                                     Mares                                  PMS
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8516                                     Warren                                 Secondary Amenorrhea
                                         Shangold
                                         Biller
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8517                                     Gibbons                                Ovum Donation
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8518                                     Sarrel                                 I Year Crinone vs. MPA
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8520                                     Pouly                                  IVF
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8521                                     Rosano                                 Cardiovascular
                                         Collins                                Crinone vs MPA
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8522                                     Harris                                 Kinetics
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8523                                     Aster                                  Crinone vs. Utrogestan
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8524                                     von Schoultz                           Breast Effects
                                                                                Crinone vs. MPA
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8527                                     Lobo                                   vs Multicenter HRT
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8528                                     Wardle                                 2x a Week Pilot
----------------------------------------------------------------------------------------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
8529                                     Bulletti                               First Uterine Pass Effect
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8531                                     European Safety and Tolerance          Multicenter
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
8532                                     Harris                                 Additional Kinetics
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                      -35-