EXHIBIT 10.16

LICENSE AND SUPPLY AGREEMENT

This Agreement made and entered into as of the 5 day of March, 1999 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 Mipharm SpA, Via B. Quaranta 12 20141
Milano, Italia ("Licensee").

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

         WHEREAS, Licensor wishes to grant to Licensee an exclusive license or
sublicense (subject only to Licensor's retained use and manufacturing rights) to
the Technology (as hereinafter defined), Patents and to the Trademark for use
and sale of Product (as hereinafter defined), in the Territory (as hereinafter
defined), and Licensee wishes to receive such a license right, 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, which
         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.

<PAGE>

(b)      "Base Price" shall mean Direct Cost plus 20%.

(c)      "Confidential  Information"  shall mean all  information  and/or  
         technical data which is disclosed by one party hereto to the other 
         party hereto 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 violations 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 with respect 
         to such information.

(d)      "Direct Cost" shall mean the following direct costs of manufacturing
         Product (as herein defined): raw material/ingredient costs, packaging
         costs, direct labor.

(e)      "Effective Date" shall mean the date of the execution of this 
         Agreement.

(f)      "Finished Package Form" shall mean in the case of vaginally
         administered products applicators wrapped in aluminum foil or tubes
         with a reusable applicator with required leaflet printed in two colors
         and inserted into an appropriate box with customary 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. In the case of bioadhesive buccal tablets "Finished Package
         Form" shall mean tablets in blister packs with required leaflet printed
         in two colors and inserted into a appropriate box with customary 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.

<PAGE>

(g)     "Forecast" shall mean the official Licensee forecast as required by
         paragraph 4(i)(j).

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

(i)      "Net Sales" shall mean the gross revenue received by Licensee or
         its Affiliates from the sale of the Product to non affiliated third
         parties on which payments are due under this Agreement, less (a)
         reasonable credits or allowances, if any, actually granted on account
         of cash or trade discounts, recalls, rebates, rejection or return of
         Product previously sold, (b) 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 (c) 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 (a), (b) or (c) of the foregoing
         sentence. Net Sales shall not include any transfer between Licensee and
         any of its Affiliates 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.

(j)      "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 Product
         within the Territory, 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 (schedule A
         attached).

(k)      "Product" shall mean Replens(R), Crinone(R) (progesterone gel) 4%
         Replens(R) (New Formulation) Chronodyne(R) (terbutaline gel),
         Testosterone buccal tablets for women, Advantage LA (nonoxynol-9 gel)
         and other women's health care products developed by Licensor from the
         effective date for the term of the license.

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

<PAGE>

(m)      "Registration shall mean a new drug registration as defined by the
         Italian Ministero delle Sanita or EMEA.

(n)      "Regulatory Agency" shall mean the Italian Ministero delle Sanita
         or EMEA.

(o)      "Technology" shall mean all pharmacological, toxicological,
         preclinical, clinical, technical and 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 to which Licensor has
         rights so as to be able to license, whether prior to or after the
         Effective Date, and relating or pertaining to Product.

(p)      "Territory" shall mean Italy, San Marino, Vatican City, Greece,
         Portugal and Ireland.

(q)      "Testosterone Product for Andropause" shall mean COL-1262, the 30 mg
         buccal bioadhesive tablet developed by Licensor for use in complete
         physiologic replacement of the hormone testosterone in men

(r)      "Trademark" shall mean the any trademark owned by Licensor for use with
         the Product. Licensee is free to select its own trademark in the
         Territory in agreement with licensor which consent should not be
         unreasonably withheld.

(s)      "Unit" shall mean a single applicator in the case of unit-dose vaginal
         applicators, a tube in the case of multidose tube with a reusable
         applicator and a completed box in the case of buccal tablets.

(t)      "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
         disclaimer.

2.       Grant of License.

<PAGE>

(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 its Affiliates under the Patents and Technology to market,
         use and sell the Product in the Territory subject to the restriction in
         section 2(b). Licensor grants to Licensee, and Licensee accepts from
         Licensor, on terms and conditions stated herein, a nonexclusive right
         and license under the Patents and Technology to make, have made Product
         anywhere in the world, but only for sale in the Territory.

(b)      Licensee acknowledges that Licensor has previously licensed Replens(R)
         and Crinone(R) 4% in the Territory to third parties and Licensor will
         use its best efforts to reacquire the rights for the Territory within
         the first half of 1999.

(c)      Licensor grants to the Licensee, and Licensee accepts from
         Licensor, on the terms and conditions contained herein, (i) an
         exclusive right and license to use the Trademark in the distribution,
         advertising, marketing 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 to use the Trademark in the
         manufacture, labeling, packaging of Product and any line extensions to
         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 Trademark on any other product marketed or sold
         in the Territory.

(d)      Licensor's retained rights in the Territory in connection with the
         Product shall include only those rights under the Patents, the
         Trademark and Technology to make, have made and use 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 or market the Product within the Territory),
         and to make, have made, use, market and sell Product, itself or through
         its Affiliates or Licensees, outside the Territory.

<PAGE>

(e)      Licensor also grants to Licensee a right of first refusal to market,
         use and sell the product in Spain if Licensor establishes a marketing
         and sales organization in the country, or establishes a distribution
         agreement with a local pharmaceutical company.

(f)      If Licensee establishes marketing and sales operations in other
         European countries, Licensor will make its best efforts to either
         license its women's healthcare products to Licensee or enter into a
         co-marketing or joint venture agreement for each of these countries.

(g)      If Licensor does not enter into a worldwide agreement with a 3rd party
         for its Testosterone Product for Andropause, Licensor grants a right of
         first refusal to Licensee in the Territory. The terms and conditions of
         such a license will be negotiated separately by the parties. If
         Licensee can equal the offer from a third party for a worldwide joint
         venture, Licensee has the right of first refusal.

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) by the 31st of March 1999.

(b)      One million eight hundred thousand dollars ($1.8 million) upon Licensor
         receiving the license for Advantage LA(TM), Chronodyne(R)(terbutaline
         gel) and Testosterone for women in Italy. Payments corresponding to 1/3
         of the above sum will be made when each Product is approved by the
         Reference Member State and the Regulatory Agency provided that both
         parties agree that the market in the territory for such a Product is
         sufficient to allow a reasonable commercial return. In case of
         disagreement, market research will be conducted to determine if the
         market is viable.

(c)      Seven hundred thousand ($700 000) if the license for Crinone 4% is
         assigned to Mipharm or if Mipharm becomes the Exclusive Distributor in
         Italy.

<PAGE>

(d)      Two hundred thousand ($200 000) if the license for Replens(R) is
         assigned to Mipharm or if Mipharm becomes the Exclusive Distributor in
         Italy.

(e)      One hundred thousand ($100 000) when Replens(R) Clear is launched in 
         Italy.


(f)      For future Products, no additional license fee will be charged.
         However, payment of royalties will be negotiated.

4.       Supply

(a)      During the term of the Agreement Licensor shall supply Licensee
         exclusively with the Product, unless otherwise agreed. All such Product
         shall be delivered in Finished Package Form unless otherwise agreed. By
         June 30, 1999 Licensor and Licensee will negotiate a separate
         manufacturing contract for the supply of Licensor's Products in Europe
         and North America.

(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 Regulatory Agencies.

(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 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 to provide Licensee with
         copies of any correspondence received from the Regulatory Authorities
         setting forth the results of any such inspection insofar as 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 Product and undertakes to notify Licensee and
         provide Licensee with specific details of any changes to said Master
         File or other filings by contract supplier with the regulatory
         authorities relative to Product. Licensor shall be kept duly informed
         without any delay by copy letter of any correspondence between Licensee
         and contract supplier, in the event that any such communication should
         occur.


<PAGE>

(d)      Upon reasonable prior notice given by Licensee to Licensor in
         writing, Licensor shall cause contract supplier to permit
         representatives of Licensee or designees of Licensee acceptable to
         contract supplier to inspect any manufacturing or testing facilities
         used by or in connection with the manufacture or testing of Product and
         annual GMP audits provided that such representatives or designees of
         Licensee shall conduct such inspections in a manner which shall cause
         the least possible interruption to contract supplier's operations under
         the particular circumstances. Such inspection shall take place in a
         timely manner and shall be permitted to take place during any or all
         phases of manufacturing and testing, and shall provide contract
         supplier's granting to Licensee access to information in its possession
         relevant to determining whether GMP are likely to be met with respect
         to manufacture of Product.

 (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
         Registration support batches filed by Licensee 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 or obtained by Licensee
         under paragraphs 4(c)(d)(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
         Product with the regulatory authorities or otherwise comply with
         applicable law.

(g)      The information disclosed shall be used only for that purpose which is
         to check the compliance of contract supplier to GMP or any other
         applicable regulation or any 



<PAGE>
         otherwise purpose agreed by Licensor and contract manufacturer. In no
         case, Licensee shall use such information to manufacture Product,
         except in case where such rights have been acquired from or transferred
         to Licensor.

(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
         appropriate Regulatory Agencies.

 (i)     Licensee will supply Licensor with sales forecast between the time
         of submission of a registration file in each country and the approval
         by the appropriate regulatory authority in each country of the
         Territory so that Licensor can plan production. If Licensee does not
         market the Product in a country within six months of approval for both
         marketing, price and reimbursement, where applicable, Licensee will pay
         to Licensor twenty percent (20%) of the first year Forecast for each
         year of delay in such country. It is additionally provided that such
         payment will be reduced in the event Licensee introduceS the Product
         within the 12 month period from the date of regulatory approval.

(j)      After the product has been launched, Licensee will give Licensor,
         on the first business day of the third month after said launch, a
         Forecast of its requirements of Product for each country in which the
         Product is marketed for the following 9 month period. This document
         shall include the Licensee's firm order for the next 3 months, and its
         estimated orders for the 6 months following the 3 months of firm
         orders. Before the end of the first month of the program, Licensee will
         issue a firm order for additional months and will update the 6 month
         plan. This procedure will be followed each month to guarantee a 9 month
         rolling plan with 3 months of firm orders. The Products described in
         the order will be delivered to Licensee in accordance with the terms of
         the order, but not less that 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 15%
         higher than the amount that had been forecasted for the period in the
         last Forecast received by Licensor; With respect to any excess,
         Licensor is obligated to use commercially reasonable efforts to supply
         the requested amounts to Licensee.

(k)      Licensor shall use reasonable commercial efforts to notify Licensee
         within thirty (30)

<PAGE>
         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 such vacation schedules will be incorporated into
         Licensee's Forecasts.

(l)      Licensor bears the expense and responsibility for transportation and
         insurance to the Licensee choice of airport or seaport (FOB port)
         nearest to the manufacturing site where the Product is manufactured;
         thereafter, transportation, insurance and duties are the responsibility
         of Licensee.

(m)      Licensor will air freight samples of each shipment to Licensee no later
         than 15 days prior to the delivery of the shipment for Licensee's tests
         and quality control procedures. Licensee must notify Licensor in
         writing of any rejection under those tests and procedures within 15
         days (except as to latent defects), and Licensor has 30 days to replace
         the rejected shipment with Product that meets the agreed upon
         specifications in the regulatory filings. The expense of return,
         manufacture of replacement Product and shipment of replacement Product
         are Licensor's.

(n)      Licensor will use its best efforts to provide Licensee with its ordered
         amounts (up to 15% over the Licensee's Forecast) and with respect to
         any excess over the 15% above Forecast, Licensor will use commercially
         reasonable efforts to supply the requested amounts.

(o)      In the event the Licensor is unable, due to reasons beyond its control,
         to provide Licensee the amount of Product set forth in any firm order,
         Licensor shall be obligated to provide such amounts of Product to
         Licensee through third parties with which the Licensor contracts, and
         Licensor shall be responsible for any additional costs of 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 exceed by more than 15% the Forecast.

5.       Price and Payment Terms.

(a)      The FOB Purchase Price to be paid by Licensee for the Product in
         Finished Package 


<PAGE>
         Form shall be 28% of Net Sales including royalties charged to
         customers. Licensor may request renegotiations of such price in the
         event that it can demonstrate that the Direct Cost plus royalties
         exceeds 28% of Net Sales. When patent protection no longer exists, the
         parties will renegotiate the Price.

(b)      At Licensee's request Licensor will supply promotional samples of
         Product in Finished Package Form ex works Purchase Price equal to
         Licensor's Direct Cost.

(c)      Licensee's Purchase Price for Product purchased from Licensor shall be
         paid in EURO's 60 days after the later of (A) receipt by Licensee of an
         invoice for such Product, and (B) the shipment by Licensor of the
         corresponding Product. Such payments by Licensee and invoice by
         Licensor shall be based upon a reasonable estimate of the applicable
         Purchase Price described in Sections 5 (a) (b) hereof. Such estimated
         payments by Licensee shall be adjusted on a quarterly basis to reflect
         actual amounts due from Licensee pursuant to Sections 5 (a) (b) hereof.

All payments to be made pursuant to this paragraph (c) shall accrue in the
national currency of the country where the sale on which payment is based was
made. Such payment shall be converted into the equivalent value in EURO's at the
applicable rate of exchange existing at the time of payment and shall be paid at
the appointed place of payment.

6.       Marketing.

(a)      Licensee will be responsible for marketing and sales of Product in the
         Territory. Licensee will use its best efforts consistent with its
         reasonable business judgement to make Product a commercial success by
         making a commitment throughout the term of the Agreement, financial and
         otherwise, to 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.

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


<PAGE>

7.       Clinical Trials and Registration

(a)      Licensor will be responsible for clinical trials and Registration
         filings related to the Product in the Territory. Licensor will consult
         with Licensee on clinical trials required for Registration in the
         Territory.

(b)      Licensee shall have the right to monitor and audit the clinical trials
         and/or other tests required by the protocols needed for Registration.

(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) for Registration, at its sole discretion
         and expense it may design conduct and control such additional clinical
         trials necessary to obtain Regulatory Authority approval, provided,
         that Licensee shall give Licensor prior written notice of its intention
         to do so. 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 used in connection with
         Marketing operations of Licensor: otherwise, if such results are used
         for Dossier Data and Regulatory submissions outside the Territory, in
         support of a new indication, Licensor shall reimburse to Licensee 50%
         of all costs sustained by Licensee for such clinical studies.

(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 Product and the parties will discuss with each other
         measures to be undertaken to resolve the 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 of all applications for patents
         relating to the Product. Licensor shall have full and complete control
         over any reissue or reexamination or other proceedings relating to the
         Patents, the Trademark and/or Technology and of any disclaimers
         thereof. Licensor shall bear all costs for the maintenance and
         enforcement of the Patents and Trademark, as well as all costs for the
         filing, maintenance and enforcement of all additional patents which may
         be filed by the Licensor during the 

<PAGE>
         term hereof. If Licensor fails to carry out such obligations set forth
         in this Section 8, Licensee may carry out such obligations on Licensors
         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 use the Trademark in accordance with good
                  customary trademark practice, and to avoid taking any action
                  that would in any manner impair or detract from the value of
                  the Trademark or the goodwill and reputation of Licensee.
                  Licensee acknowledges Licensor's ownership of the Trademark
                  and related goodwill, both in the Territory and outside the
                  Territory.

         ii.      Licensee agrees that the nature and quality of all of
                  Licensee's advertising, promotional and other related uses of
                  the Trademark pursuant to this Agreement shall conform to
                  standards set by Licensor. Licensee agrees to cooperate with
                  Licensor in facilitating Licensor's control of such nature and
                  quality, and to supply Licensor in advance with specimens of
                  all uses of the Trademark. Licensee also agrees to obtain
                  Licensor's written permission regarding the nature and quality
                  of each use of the Trademark, prior to such use, provided,
                  however, that such permission shall be granted unless Licensor
                  reasonably objects on the basis that the proposed use will
                  impair the value of the Trademark or will otherwise fail to
                  conform to the standards set by Licensor. If such permission
                  or objection is not transmitted by Licensor within three (3)
                  business days of Licensor's receipt of the request for
                  permission along with the subject specimens, then Licensor
                  shall be deemed to have granted permission.

         iii.     Licensee agrees to use the Trademark 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 Trademark without prior
                  written approval of Licensor.

         iv.      If Licensee utilizes its own trademark, it may at its
                  discretion identify the 

<PAGE>
                  Product as one that has been developed with the Licensors
                  technology.

(9)      Infringement.

(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 Trademark 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 will bring suit against such
         infringer unless the patent is no longer necessary to protect the
         product.

(b)      If Licensor fails to obtain a discontinuance of such infringement,
         then 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 Licensee
         shall not agree to any settlement with respect to such infringement or
         unauthorized use without the prior written consent of Licensor. Any
         infringement suit by the Licensee shall be in the name of the Licensee,
         or in the name of the 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.


(c)      It is understood and agreed that the party to this Agreement that
         institutes suit or action shall bear solely all costs and expenses in
         connection therewith and shall be entitled to recover all costs first
         and then share 50/50 the balance of any sums received, obtained,
         collected or recovered whether by judgement, settlement or otherwise,
         as a result of such suit; provided, however, that if a settlement by
         Licensee (with the prior written consent of the Licensor) includes the
         granting by Licensee of rights hereunder to a third party, amounts
         received by Licensee or such third party 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 Trademark, the
         party that did not institute suit shall render all reasonable
         assistance to the party that did institute suit, including but not
         limited to, executing all documents as may be reasonably requested by
         the party that did institute the suit.


<PAGE>
10.      Infringement of Third Party Intellectual Property Rights.

(a)      Each party hereto shall notify the other promptly in the event of the
         receipt of notice of any action, suit or claim alleging infringement by
         the Patents, the Trademark 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. In the event that the
         Licensor agrees in writing or it is necessary, in Licensors's
         judgement, after a final judgement from a court of competent
         jurisdiction from which no further appeal can be taken and with the
         Licensor's prior written consent, for Licensee to make royalty or other
         payments to a third party in order for the 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 and use
its diligent efforts (consistent with that 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 employees who have access to any Confidential
Information shall be made aware of and subject to these obligations. 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.

(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.


<PAGE>

         (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.

         (v)      To the best of Licensor's knowledge and belief as of the date
                  of this Agreement , there are no issued or pending patent or
                  trademark applications relating to the Product that would
                  prevent Licensee from using or selling 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 ITALY, 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
                  Licensee is a party, or Licensee's articles of incorporation
                  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.

(c)      Indemnification:

<PAGE>

         (i.)     Licensor agrees to indemnify and hold harmless  Licensee 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 Licensee or its Affiliates
                  arising out of or in connection with any (a) breach 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 manufacturer's
                  manufacturing, packaging, or labeling of Product; provided,
                  that this indemnification shall not apply if such
                  manufacturing, packaging, or labeling is conducted by or at
                  the direction of Licensee or its Affiliates; and provided,
                  further, that there has been no negligent act or omission with
                  respect to such Product by Licensee, its Affiliates,
                  employees, agents or manufacturers, (c) act or omission on the
                  part of Licensor or any of its employees or agents or
                  manufacturers in the performance of this Agreement, and (d)
                  third party claims alleging infringement of such third
                  parties' intellectual property rights as a result of the
                  manufacture or importation of Product into Territory under
                  this Agreement, and (e) payments, commissions or fees of any
                  kind due to consultants or brokers retained by Licensor
                  relating to 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 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 marketing, distribution and
                  sale of Product, except to the extent that there has been a
                  negligent act or omission with respect to such Product by
                  Licensor, its employees, agents or 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 and used in connection with the sale of
                  Product hereunder, and (e) payments,

<PAGE>
                  commissions or fees of any kind due to consultants or brokers
                  retained by Licensee relating to Product.

         (iii)    A party seeking indemnification under this section 12(c) must
                  give prompt written notice thereof to the other party (the
                  "Indemnifying Party"). The Indemnifying Party shall have the
                  right to compromise, settle or defend any such claim, loss,
                  liability, damage, cost or expense.

13.      Term of License

The duration of the subject Agreement shall be for ten (10) years from date of
first commercial sale in a country of the Territory renewable upon mutual
agreement for ten (10) year periods.

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
         defaulting party within sixty (60) days after written notice of such
         breach has been given by the other. If the breach cannot be remedied
         within sixty (60) days, the breaching party may submit a plan,
         reasonably acceptable to the other party, outlining the steps that it
         intends taking to cure the breach.

(c)      This Agreement may also be terminated upon the giving of notice, 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

<PAGE>

         (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

         (iii)    by its seeking relief as a debtor under any applicable law or
                  any jurisdiction relating to the liquidation or reorganization
                  of debtors or to the modification or alteration or 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 after 3 years with one year
         written notice if the product is not a commercial success, and on 90
         day's notice at any time during the Agreement for reasons of safety or
         efficacy.

(e)      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 waiver of the rights in the
         event of any subsequent occurrence.

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.

<PAGE>

16.      Inspections and Audits

(a)      At reasonable intervals during each year of the manufacture by any
         manufacturing facility, each party hereto or its agents shall have the
         right to inspect, upon reasonable prior written notice to the other
         party hereto and at times mutually agreed upon, the manufacturing and
         quality control facilities of such party (and/or its contract
         manufacturers) during customary business hours for such facilities.
         Licensor shall direct its contract manufacturers to permit such
         inspection visits by Licensee, as described above.

(b)      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 at the same time that
         amounts are paid pursuant to this Agreement. Such reports shall state
         the number of Units of Product manufactured by it or its Affiliates and
         the number of units of Product sold by it or its Affiliates during the
         applicable quarter as well as the number of free samples of Product and
         any returns together with an accounting of any other applicable
         components of the amounts paid or to be paid hereunder. Once a year,
         upon reasonable notice at time mutually agreed upon and during business
         hours, Licensor at Licensor's cost may have the accounts of Licensee
         relating to the Product reviewed by independent certified public
         accountants appointed by the Licensor and reasonably approved by the
         Licensee, in order to verify amounts due under this Agreement. Licensee
         shall promptly pay any underpayment 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's accrued, and
         shall reimburse Licensor for the reasonable costs and expenses
         (including fees) of such audit.


(c)      Licensor shall keep accurate records of its Direct Costs of
         manufacturing Product for a period of two (2) years following the year
         in which such records were created. Upon reasonable notice and during
         business hours and at times mutually agreed upon, Licensee shall have
         the right to review such records. Once a year, upon reasonable notice
         and during business hours, Licensee at Licensee's cost may have the
         accounts of Licensor relating to the Direct Costs of manufacturing
         Product reviewed by 

<PAGE>

         independent certified public accountants appointed by the Licensee and
         reasonably approved by the Licensor, in order to verify amounts due
         under this Agreement. Licensor shall promptly pay any overpayment
         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 registered, overnight or certified mail to the party
to be notified at the address set forth on page 1 hereof, or 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 William J. Bologna, Chairman of the Board, Columbia
Laboratories Inc., 2875 NE 191st Street Suite 400, Miami Florida 33180, USA; and
further provided that a copy of each notice sent to Licensee hereunder shall
also be sent by the same means to Giuseppe-Giampiero Miglio Chairman and CEO,
Mipharm SpA., Via B. Quaranta 12, 20141 Milano, Italia The date of service of
any notice so sent by registered or certified main 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. Licensee may not sublicense or assign this
Agreement in whole or in part, without the consent in writing of Licensor, and
any purported assignment without such consent (which may be withheld without
reason) shall be void; provided, that Licensee may upon notice to Licensor
assign 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 written Agreement by
the Licensee; provided that Licensor may upon notice to Licensee assign all or
any portion of this Agreement to any of its Affiliates, but may 

<PAGE>

not then sell such Affiliate without Licensee's prior written notice 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 during the term of
this Agreement, or from Licensee, the beneficial ownership of fifty percent or
more of the equity 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 or compromise the continued supply of Product to
Licensee, provided however that Licensee in such event shall have the option of
terminating the Agreement.

19.      Tax

All taxes levied on account of any payments accruing under this Agreement which
constitutes income to Licensor, shall be the obligation of the 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.

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 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, 


<PAGE>
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.      Effects of Headings

The headings for the 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, United States of America. Any dispute, hereto
arising in connection with this Agreement shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by three
arbitrators appointed in accordance with said Rules, the arbitration to be
conducted in English in Paris, France.

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


<PAGE>

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

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.      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 Bankruptcy
Code, licenses of rights to "intellectual property" as defined under Section 101
(60) 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 and 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 shall have the right
to retain and enforce its rights under this Agreement with respect to the
Product.

29.      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 




<PAGE>
beyond the control of the party in question: acts of God, acts of omission 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
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.

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

Columbia Laboratories (Bermuda) Ltd.            Mipharm SpA
Paris, 5th of March 1999                        Paris, 5th of March 1999

By                                              By
  -----------------------------------             ------------------------------
William J. Bologna                              Giuseppe G. Miglio
Chairman of the Board                           Chairman of the Board