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Exhibit 10.31

                          SEMI-EXCLUSIVE SUPPLY AGREEMENT

This Agreement is made as of this 7th day of May, 2002, by and between Mipharm
S.p.A, a corporation organized and existing under the laws of Italy (the
"Manufacturer"), having its principal place of business at Via B. Quaranta 12
20141, Milan, Italy, and Columbia Laboratories (Bermuda) Limited, a corporation
organized and existing under the laws of Bermuda (the "Owner"), having its
principal place of business at Rosebank Center, 14 Bermudiana Road, Pembroke HM
08, Bermuda. Owner and Manufacturer are herein referred to individually as a
"Party" and collectively as the "Parties".

                                   WITNESSETH:

WHEREAS, the Owner wishes to assure itself and certain of its future licensees
of a continued supply of the Product, as hereinafter defined, and Manufacturer
is willing to provide the Product in accordance with the terms and conditions
hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein
contained, the Parties hereto hereby agree as follows:

1. DEFINITIONS
   -----------

The following terms shall have the meanings assigned to them:

(a)      "Affiliate" shall mean any corporation or other entity that either
         directly or indirectly controls a party to this Agreement, is
         controlled by such party, or is under common control with 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)      "cGMP" shall mean the current good manufacturing practice for Medicinal
         Products and other relevant governmental authority regulations and
         standards in the United States and Europe;

(c)      "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.

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(d)      "Effective Date" shall mean the date first written above.

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

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

(g)      "Manufacturer's Know How and Patents" shall mean Manufacturer's
         patented and unpatented proprietary manufacturing processes used in the
         manufacture of the Product.

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

(i)      "Owner's Patents" shall mean the patents and/or patent applications
         filed in the Territory owned by the Owner or its Affiliates or with
         respect to which Owner 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 hereto and any and all
         patents issued pursuant thereto, as well as any patents to be applied
         for or issued to Owner 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 Owner to Manufacturer
         within thirty (30) days of such application and/or issuance.

(j)      "Product" shall mean a testosterone bioadhesive buccal tablet
         containing 30 mg testosterone for men for human use supplied in
         finished, packaged form pursuant to the Specifications. Product shall
         mean both sale as well as sample units and shall include the life cycle
         management in all formulations, strengths, dosages.

(k)      "Purchase Price" shall have the meaning set forth in Article 7 of this
         Agreement.

(l)      "Owner's Licensees" shall mean those licensees of the Owner to be
         supplied with the Product by Manufacturer.

(m)      "Specifications" shall mean the specifications set forth in Schedule B
         hereto.

(n)      "Territory" shall mean Europe, USA, Mexico, Central and Latin America.
         Owner grants a first refusal right to Manufacturer for the inclusion of
         Asia in the Territory.

2. LICENSE
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2.1      Owner hereby grants to Manufacturer and Manufacturer hereby accepts for
         the term of this Agreement, a non-exclusive, royalty-free license to
         Owner's Patents that are necessary or useful for the sole purpose of
         manufacturing the Product in accordance with this Agreement. Such
         rights shall be sublicensable by Manufacturer to its Subcontractors for
         the sole purpose of manufacturing the Product in accordance with this
         Agreement.

2.2      Owner hereby grants to Manufacturer the exclusive license rights to
         manufacture, use, promote, distribute and sell the Product in Italy
         under terms to be negotiated in good faith and agreed to by both
         parties in a timely manner.

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2.3      The parties shall discuss in good faith the granting of a non-exclusive
         license to Manufacturer's Know How and Patents to the Owner's second
         supplier of Product during the term of this Agreement. If Owner
         appoints a second supplier of Product and such second supplier does not
         require a non-exclusive license to Manufacturer's Know How and Patents,
         Owner shall have the obligation to prove to Manufacturer that the
         second supplier shall not utilize any of the Manufacturer's Know How
         and Patents as provided for in the NDA or in any case for the Product
         and that it has obtained from FDA and/or any other competent Regulatory
         authority the approval of alternative know-how, method or whatever is
         necessary.

2.4      After termination of this Agreement the parties shall discuss in good
         faith the granting of a non-exclusive license to Manufacturer's Know
         How and Patents to the Owner or to Owner's supplier.

3. SUPPLY
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3.1      Subject to the terms and conditions of this Agreement, (i) Manufacturer
         shall manufacture and supply to Owner and Owner agrees to purchase from
         Manufacturer [***] percent ([***]%) of Owner's requirements of the
         Product in the Territory; and (ii) Owner may, within its sole
         discretion, allocate its requirements of the Product from Manufacturer
         on a country-by-country and Licensee-by-Licensee basis. The Owner shall
         remain responsible for the observance of the obligation to purchase
         from the Manufacturer the [***]percent ([***]%) of all the requirements
         of the Product, the one of the Owner itself as well as the requirement
         of its Licensees.
         The Owner will keep and will cause its Licensees (if any) to keep good
         and accurate records in sufficient detail to permit accurate
         calculation of the total requirement of the Product per each Quarter
         during the term of this Agreement and to permit a proper audit thereof.
         Such records will be retained by the Owner and its Licensees for a
         period of 5 years after the end of the relevant Quarter.
         The Manufacturer shall have the right to nominate an independent
         auditor (either a certified public accountant or chartered accountant)
         who may audit the records of the Owner and the records of its
         Licensees, upon ten (10) days written notice, and then at a mutually
         convenient time, during normal business hours no more than (i) once
         during each calendar year during the term of this Agreement and (ii)
         once during the twelve months following termination of this Agreement.
         The costs of such audit will be borne by the Manufacturer unless the
         audit discloses under-reporting in excess of five (5%) of the amount by
         the Owner or its Licensees in which case the costs will be borne by the
         Owner.

3.2      Following the successful completion of the dedicated manufacturing
         suite for the product by Manufacturer pursuant to Article 16 and
         successful review by the Regulatory Authorities in relationship to the
         NDA or the initial Marketing Application in Europe, whichever is
         sooner, Manufacturer shall, throughout the remaining term of this
         Agreement at its sole cost and expense, establish and maintain
         sufficient manufacturing facilities ("Manufacturing Facilities")
         capable to meet the Product requirements of the Owner, which
         Manufacturing Facilities have been validated to meet all operational,
         health, environmental and other criteria mandated by the regulatory
         authorities in Europe and the USA; and which Manufacturing Facilities
         shall be a fully validated and licensed

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         by both the European and USA regulatory agencies for the Product prior
         to the Owner obtaining regulatory approval for the Product from either
         the European or USA regulatory agencies. Owner agrees to send to
         Manufacturer in writing within 30 days of signing this agreement,
         manufacturing specifications needed by Owner to meet USA cGMP
         requirements.

3.3      Manufacturer agrees to send to Owner as soon as available a complete
         written dossier containing, but not limited to, the complete chemistry
         and manufacturing control of the Product for cGMP in the USA and
         Europe.

3.4      Owner shall within 60 days of signing this contract supply to the
         Manufacturer the written forecast of quantities of the Product to be
         produced by the Manufacturer during the first 5 years of this
         Agreement, for planning purposes only. The Manufacturer within 30 days
         of receipt of such forecast shall supply to Owner a written plan which
         the Manufacturer shall reasonably follow which will delineate the steps
         the Manufacturer shall reasonably take to meet these operational
         requirements. Said plan shall include but not be limited to cash,
         investment, personnel, projects and time frame for each project. Owner
         shall have the right to inspect the site of manufacture at any time
         within normal business hours and by giving Manufacturer a reasonable
         notice thereof. Manufacturer shall diligently rectify any
         non-conformity as specified by Owner. Manufacturer shall diligently act
         on all reasonable directions or suggestions for improvements made from
         such inspections. Manufacturer shall diligently implement those
         directions or suggestions necessary for regulatory approval.
         Manufacturer shall permit all inspections required or demanded by
         regulatory bodies and immediately begin to implement all regulatory
         directions and requirements made by such regulatory bodies, so that
         these directions are fully implemented on the regulatory bodies'
         timeline limits. Should regulatory directions and requirements made by
         such regulatory bodies after initial regulatory approval has been
         granted and during the term of this Agreement imply and require
         investment into the Manufacturing Facilities, which could cause
         additional costs and expenses to the Manufacturer higher than
         [***]percent ([***]%) of the turn-over generated by this Agreement to
         the Manufacturer in the previous twelve-month period, the parties
         hereto agree to discuss the matter and any possible solution in good
         faith.

3.5      Manufacturer shall supply the Product to Owner in accordance with the
         Specifications and any relevant cGMP in the United States of America
         and Europe and at all times in a timely manner.

3.6      Manufacturer shall have the right and obligation to manufacture and
         supply the Product to Owner in the amount required by the Owner, and
         Owner shall have the obligation to purchase [***]percent ([***]%) of
         Owner's requirements of the Product from the Manufacturer.

3.7      Owner shall have the right to establish a second site for manufacturing
         the Product at its sole costs. Manufacturer shall assist Owner in this
         endeavor with all reasonable necessary technical support needed to
         establish this second site. All costs and expenses which Manufacturer
         incurs relating to such assistance shall be borne by the Owner.

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3.8      Owner shall have the right hereunder to supply itself and its Licensees
         with up to [***]percent ([***]%) of Owner's, and its Licensees,
         requirements as determined by the Owner.

3.9.     Manufacturer shall at all times maintain at its sole cost a stock of
         Product conforming to Specifications equivalent to at least the mean
         quantity ordered by Owner during a [***] ([***]) months period during
         the previous twelve (12) months period. .

3.10     As far as practicable according to local regulatory requirement in the
         Territory, on the packaging of the Product there will be printed the
         following "Manufactured by Mipharm S.p.A., Milan, Italy"

4. ESTIMATED COMMERCIAL QUANTITIES AND ORDERS
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4.1      At least one hundred and twenty (120) days prior to the first day of
         the months of (January, April, July and October) during which this
         Agreement is in effect, Owner shall provide to Manufacturer all the
         necessary technical information and written estimates of quantities of
         Product to be supplied to it during the twelve-month period following
         such date by month and quantity. The first three months of such
         estimates shall be considered a Purchase Order.

4.2      At least ninety (90) days prior to the first day of each quarter (or
         monthly, if Manufacturer may so prefer) during the term of this
         Agreement (Owner shall provide in writing an irrevocable purchase order
         and delivery schedule (the "Purchase Order")) for the supply to Owner
         of the Product for each month during the calendar quarter then to
         commence and shall provide the Manufacturer with a written estimates of
         quantities of Product to be supplied to it during the twelve (12) month
         period following such date.

4.3      Manufacturer shall fully comply with the Purchase Order. Owner shall
         have the right to amend the quantities under the Purchase Order by up
         to twenty per cent (20%) by giving Manufacturer a written notice of at
         least thirty (30) days and Manufacturer shall duly comply therewith,
         provided, however, that amounts of Product set forth in a Purchase
         Order that exceed by more than twenty per cent (20 %) the amount
         estimated for such month/ quarter in the most recent estimate of
         quantities or the original Purchase Order (as the case may be), may at
         Manufacturer's option be disregarded by Manufacturer. The amounts set
         forth in a Purchase Order shall in no event be less than eighty per
         cent (80%) of the amount of Product estimated for such month/ quarter
         in the most recent written estimates of quantities.

5. DEFAULT
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5.1      If for any reason Manufacturer is or believes it will be unable to
         supply the Product at the times and in the quantities ordered by Owner,
         Manufacturer shall immediately inform Owner in a written notice setting
         forth Manufacturer's best estimate of shortfalls in amounts and lengths
         of delays. If such shortfall or delay could be considered of main
         importance with respect to the delivery schedule and quantities ordered
         by Owner and if Owner reasonably concludes that the delays or
         shortfalls will materially affect the commercialization of the Product,
         Owner shall so inform Manufacturer in a written notice.

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5.2      Upon the submission of such notice by Owner, Owner may automatically,
         and without any compensation to the Manufacturer, have the right to
         itself supply or appoint a third-party supplier to supply to Owner the
         Product and the Manufacturer shall provide all non monetary assistance
         required by Owner or such third-party to allow and enable Owner or any
         of its sublicensee(s) or subcontractor(s) to manufacture the Product,
         including but not limited to the manufacture and supply of the Product
         pursuant to royalty-free licenses to the Manufacture's Know-How and
         Patents and Inventions. The royalty-free licenses to the Manufacture's
         Know-How, Patents and Inventions shall be limited to the period during
         which the supply of the Product shall be made by Owner or by a third
         party supplier appointed by Owner under this Article 5.2 and shall
         expire upon Manufacturer's written notification as set forth in
         Articles 5.3 and 5.4 below.

5.3      Upon Manufacturer's written notification and evidence to Owner that it
         is able to provide the Product in accordance with this Agreement and at
         the times and in the quantities estimated and/or ordered by Owner, the
         Manufacturer shall supply Owner with [***]per cent ([***]%) of [***]per
         cent ([***]%) of Owner's requirements of the Product. The remaining
         [***]per cent ([***]%) of [***]per cent ([***]%) of Owner's
         requirements of the Product may be supplied by Owner itself or the
         third-party supplier. Owner shall have the right to purchase the same
         [***]per cent ([***]%) of [***]per cent ([***]%) of Owner's
         requirements of the Product from such third party supplier during the
         remaining term of this Agreement following the date on which Owner
         receives the Manufacturer's written notification and evidence to Owner
         that it is able to provide the Product in accordance with this
         Agreement and at the times and in the quantities estimated and/or
         ordered by the Owner.

5.4      If for any reason, Manufacturer is unable to re-establish supply within
         an 18 month time frame, both parties will agree to negotiate in good
         faith the supply percentage requirements to be fulfilled by
         Manufacturer if supply is subsequently made available.

6. QUALITY GUARANTEE
   -----------------

6.1      Manufacturer hereby gives a continuing guarantee to Owner that the
         Product supplied hereunder conforms to the Specifications listed in
         Schedule B hereto.

6.2      Manufacturer shall promptly inform Owner about any proposed or
         unannounced visit or inspection by FDA or other regulatory authority of
         the facilities used by Manufacturer for the manufacture of the Product
         and promptly furnish Owner with copies of all reports, documents and
         correspondence received by Manufacturer in connection with any such
         visit or inspection including any FDA Form 483 or similar observation
         or warning letter related to the inspection.

6.3      If either party believes a recall of the Product may be necessary or
         required, the party contemplating such recall shall immediately notify
         the other party. Any recall shall be carried out by the Owner in as
         expeditious a manner as reasonably possible to preserve the goodwill
         and reputation of the Product and the goodwill and reputation of the
         parties. Owner shall in all events be responsible for conducting any
         recalls, market withdrawals or corrections with respect to the Product.
         The cost and expense of a recall shall be allocated as follows: (a) if
         such recall shall be due to Manufacturer's defect or the negligence or
         the breach by Manufacturer of its warranties or obligations hereunder
         or the misconduct of Manufacturer, all such costs and expenses shall be
         borne and paid

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         solely by Manufacturer; (b) if such recall is due to the negligence or
         the breach by Owner of its warranties or obligations hereunder or the
         misconduct of Owner or if the recall is due to other causes, all such
         costs and expenses shall be borne and paid solely by Owner.

6.4      Manufacturer agrees throughout the term of this Agreement to notify
         Owner immediately about all available information concerning any
         complaint or product defect report, whether or not it is believed to be
         attributable to the Product. Owner, in consultation with Manufacturer,
         shall define and implement regulatory compliance procedures for product
         defect reporting and will handle all product complaints in the
         Territory.

7. PRICES
   ------

7.1      The price for the Product supplied hereunder during the first twelve
         (12) months period following the first supply of Product hereunder
         shall be in Euro as set forth in Schedule C.

7.2      Thereafter, the price shall be agreed to increase by no more than the
         same percentage as the European Consumer Price Index. In the event of
         increase of the labour cost in Italy and/or of the costs of raw
         materials as resulting from the ISTAT Italian Index Price, the Price of
         the Product shall be increased accordingly. The price of the Product
         shall be competitive to those generally available in the market.

7.3      Owner shall assist Manufacturer to identify suppliers of active
         ingredients and raw materials; provided, however, that Manufacturer
         shall be solely responsible for the quality control of the active
         ingredients and any other material to be used in the manufacture of the
         Product, which shall at all times comply with the Specifications.

8. TERMS AND PAYMENT
   -----------------

8.1      All Product supplied hereunder shall be shipped FCA Manufacturer's dock
         (INCOTERMS 2000). Manufacturer shall invoice Owner in duplicate for all
         Product ordered hereunder on the date of shipment. Payment for Product
         supplied hereunder shall be made within thirty (30) days of shipment by
         wire transfer to the bank account of Manufacturer notified in writing
         to Owner in immediately available and freely transferable funds without
         setoff, counterclaim or withholding whatsoever.

9. PASSAGE OF TITLE AND RISK OF LOSS
   ---------------------------------

9.1      Passage of title and risk of loss for Product furnished hereunder shall
         pass to Owner at the time of delivery of the Product to Owner pursuant
         to INCOTERMS 2000, subject to Manufacturer's lien for the unpaid
         purchase price.

10. NONCONFORMING GOODS
    -------------------

10.1     Owner shall have forty-five days (45) upon receipt of each shipment of
         Product shipped pursuant to this Agreement in which to examine the
         goods. If any shipment is found to fail to meet the Specifications set
         forth in Schedule B hereto from any cause occurring prior to the
         passing of risk in accordance with Article 9, Owner shall immediately
         inform Manufacturer by a notice in writing setting forth in reasonable
         detail the bases for such conclusion. For a period of fifteen (15) days
         thereafter, Manufacturer shall have the right

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         to object to such conclusion, however Manufacturer shall nevertheless
         supply Owner with conforming Product within sixty (60) days of receipt
         of such notice from Owner. Manufacturer shall promptly thereafter
         reimburse Owner the purchase price as well as for all costs, expenses
         occasioned thereby, including but not limited to any customs duties,
         fees or other similar payments otherwise to be made by Owner in respect
         of Conforming Product to be furnished under this Article 10, recall
         expenses for the return of Product shipped to Owner's customers and
         related costs and expenses, unless Manufacturer has duly objected to
         Owner's conclusions in accordance with the foregoing. Manufacturer's
         liability in respect of goods furnished hereunder shall be limited to
         the purchase price of the goods in respect of which damages are
         claimed. Owner's failure to give notice of any claim within forty-five
         (45) days of receipt of each shipment hereunder shall constitute an
         unqualified acceptance of such goods and a waiver by Owner of any and
         all claims with respect thereto, and Manufacturer's failure to give
         notice objecting to Owner's conclusions within fifteen (15) days after
         the receipt of Owner's notice shall constitute agreement with Owner's
         conclusions. Notwithstanding the foregoing, Manufacturer shall remain
         liable to Owner for any latent defect that subsequently is discovered
         to render the Product purchased by Owner unsaleable or for which Owner
         is obligated to replace Product in the market, if such defect is due to
         the Manufacturer's failure to meet Specification and/or cGMP and under
         condition that Owner immediately inform Manufacturer by a notice in
         writing of such defect not later than 20 (twenty) days from the
         discovery. At any time any party may refer any matter under this
         Article 10 to arbitration in accordance with Article 15.

11. WARRANTIES AND INDEMNIFICATION
    ------------------------------

11.1     Manufacturer represents and warrants that it owns all the intellectual
         property related to the manufacture of the Product supplied hereunder
         free and clear of any third party rights and warrants freedom from
         patent infringement and from interference with any third party
         intellectual property right and Manufacturer shall indemnify and hold
         harmless and protect Owner against any claims, demands or costs
         (including reasonable attorney's fees), liabilities and judgments
         arising from any claim of patent infringement or alleged violation of
         any third party intellectual property right in the manufacture of the
         Product. Manufacturer shall promptly notify Owner of any such claim or
         suit brought against it. Manufacturer shall indemnify and hold harmless
         and protect Owner against any claims, demands or costs (including
         reasonable attorney's fees), liabilities and judgments arising from any
         negligence or misconduct on the part of Manufacturer or any of its
         agents, Licensees, or employees, or the breach of a material provision
         of this Agreement.

11.2     Manufacturer represents and warrants that the Product will comply with
         the Specifications and is of a quality and purity which meet or exceed
         all quality and purity requirements for the Product.

11.3     Owner shall indemnify and hold harmless and protect Manufacturer
         against any claims, demands or costs (including reasonable attorney's
         fees), liabilities and judgments arising from any negligence or
         misconduct on the part of Owner or any of its agents, Licensees or
         employees, or the breach of a material provision of this Agreement.

12. SUBCONTRACTORS
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12.1     Subject to Owner's prior written approval, Manufacturer is hereby
         authorized and empowered to appoint one or more qualified
         subcontractors (a "Subcontractor") to manufacture some or all of the
         Product in order to ensure Owner of a timely supply of the Product.
         Manufacturer shall remain responsible for the performance of its
         obligations hereunder and shall be responsible for the performance or
         non-performance of each such Subcontractor and nothing herein contained
         shall be construed to relieve Manufacturer of any of its obligations
         hereunder.

13 FORCE MAJEURE
   -------------

13.1     In the event of war, flood, fire, strike, labor disputes, riot, act of
         government authority, acts of God or other similar contingencies beyond
         the reasonable control of Manufacturer directly interfering with the
         supply of Product, either Party shall be relieved of its obligations
         hereunder with respect to affected quantities, for so long, and for so
         long only, as such contingency shall persist, but this Agreement shall
         remain otherwise unaffected.

14. TERMS AND TERMINATION
    ---------------------

14.1     The term of this Agreement shall commence as of the date first above
         written and shall continue, unless earlier terminated hereunder, for
         twelve (12) years.

14.2     The initial term shall automatically renew for successive three (3)
         year terms, unless terminated by either party without cause, at the end
         of any term, by the giving of twelve (12) months prior written notice.

14.3     Subject to Article 5, this Agreement may be terminated by either Party
         upon written notice to the other Party (a) in the event of continuing
         material breach by the other Party of any of its obligations hereunder
         which is not cured or which continues longer than thirty (30) days
         after written notice of such breach; or (b) in the event of the
         bankruptcy or insolvency of the other Party creating reasonable doubt
         as to that Party's ability to perform hereunder. No such termination
         shall affect or discharge any obligation of either Party which arose
         prior to the effective date of such termination.

14.4     The Manufacturer shall terminate the agreement during the first 30
         months in the event the quantity per year/per remaining six month
         period of the Product purchased by the Owner directly or thorough its
         Licensees is less than the fifty per cent (50%) of the forecast
         submitted to the Manufacturer according to Article 3.3 with reference
         to the quantity indicated for the relevant year/remaining six month
         period for the first 30 month period of such forecast.

14.5     Upon termination of this Agreement, Owner shall purchase and pay for
         all conforming Product produced by Manufacturer pursuant to the
         estimates provided by Owner pursuant to article 4.2 hereof, at the
         price set forth in Schedule C hereof, and shall purchase from
         Manufacturer all intermediates purchased by Manufacturer in
         contemplation of providing the Product pursuant to the estimates
         provided by Owner pursuant to Article 4 hereof at seller's cost of such
         intermediates.

14.6     The provisions of Articles 1(c), 2.4 3.1, 6.1, 6.3, 8.1, 10.1, 11,
         14.5, 15, and 16, shall survive termination of this Agreement.

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15. DISPUTE RESOLUTION
    ------------------

15.1     Both parties will use their best endeavors to settle all matters in
         dispute amicably. All disputes and differences of any kind related to
         this Agreement, which cannot be solved amicably by the parties, shall
         be referred to arbitration by either party.

15.2     Any arbitration that is invoked will be heard before a panel consisting
         of three arbitrators. The arbitration, including the appointment of the
         arbitrators, shall be carried out in accordance with the rules of the
         International Chamber of Commerce. The arbitration shall take place in
         Geneva and shall be conducted in the English language. The award of the
         arbitrators shall be rendered within six (6) months from referral,
         shall contain findings of fact and conclusions of law, and the award
         shall be final and binding on both parties. The parties bind themselves
         to carry out the award of the arbitrators.

15.3     This Agreement shall be construed and interpreted pursuant to the Laws
         of the State of New York without regard to its rules on conflicts of
         law. The parties agree that the United Nations Convention on Contracts
         for the International Sale of Goods shall not apply to the
         interpretation and construction of this Agreement.

16. OWNER'S SPECIAL OBLIGATIONS.
    ---------------------------

16.1     Owner acknowledges that Manufacturer has made and is making several
         investments with the purpose to arrange, equip, test and validate the
         Manufacturing Facilities for the manufacturing of the Product according
         to the applicable Laws and Regulations. Manufacturer will make
         commercially reasonable efforts to complete the Manufacturing
         Facilities for the manufacturing of the Product in a timely manner.
         Owner acknowledges that according to the manufacturing specifications
         of the Product disclosed to Manufacturer at the Effective Date the
         necessary timing estimated by Manufacturer to complete the dedicated
         Manufacturing Facilities for the manufacturing of the Product provides
         for the completion of the Manufacturing Facilities not before April
         1st, 2003.

16.2     In consideration of the above, Owner shall pay to Manufacturer up to
         [***]the documented cost of establishing a dedicated manufacturing
         suite for the Product to be paid as follows:

         16.2.1 $[***]upon execution of this Agreement;

         16.2.2 $[***]upon filing the NDA and/or the initial Marketing
         Application in Europe, whichever is sooner;

         16.2.3 $[***]upon successful completion of the dedicated manufacturing
         suite for the Product by Manufacturer and successful review by the
         Regulatory Authorities in relationship to the NDA;

         16.2.4 the remaining part of costs up to [***]the documented costs upon
         final approval of the NDA.

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16.3     Payments due according to this Article 16 shall be increased by the
         Italian VAT, if applicable. The first three payments shall be made by
         Owner to Manufacturer immediately upon the occurrence of each
         individual milestone specified under Articles 16.2.1, 16.2.2, and
         16.2.3.

16.4     Manufacturer shall keep complete and accurate records of expenses
         related to the dedicated manufacturing suite for the Product in
         sufficient detail to permit Owner to confirm their completeness and
         accuracy. Upon completion of the dedicated manufacturing suite,
         Manufacturer shall permit Owner and Owner's independent, certified
         public accountant or chartered accountant (reasonably acceptable to
         Manufacturer) to inspect those records of Manufacturer that relate to
         the dedicated manufacturing suite for the Product for the sole purpose
         of verifying the accuracy of the expenses. Such inspection shall be at
         Owner's expense and shall be subject to reasonable advance notice to
         Manufacturer, during Manufacturer's usual business hours. If the
         accountant finds that an additional payment up to one-half the
         documented costs is due from Owner to Manufacturer, Owner shall make
         such payment upon the occurrence of the milestone specified in Article
         16.2.4. If the accountant finds that a refund is due from Manufacturer
         to Owner under this Article 16, the Manufacturer shall pay it to Owner
         immediately.

16.5     Except in the case of a breach of this Agreement by Manufacturer during
         the first three (3) years from the Effective Date, or as otherwise
         provided in Article 16.4, payments under this Article 16 by Owner are
         not refundable to Owner for any reason whatsoever, including
         termination of this Agreement.

17. NOTICES
    -------

17.1     All notices, requests or other communications hereunder shall be deemed
         to have been duly given on the date indicated when delivered or
         telefaxed to the other Party at the following address:

         If to Mipharm:
         MIPHARM S.p.A.
         Via B. Quaranta, 12 - 20141 Milano Italy
         Attention to: Dr. Giuseppe G. Miglio - Chairman and C.E.O.
         Fax number: +30 02 53548051

         If to Columbia:
         Columbia Laboratories (Bermuda), Ltd.
         P.O. Box HM 1179
         Cedar House
         41 Cedar Avenue
         Hamilton HM 12
         Bermuda
         Tel:  (441) 295-2244
         Fax:  (441) 292-8666
               (441) 295-5328

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         With paper copy being sent by certified first class mail - postage
         prepaid - or by express delivery service) to the address indicated
         above or such other address as it shall designate by written notice
         given to the other Party.

18. MISCELLANEOUS
    -------------

18.1     This Agreement may not be assigned by either Party without the written
         consent of the other Party, which may not be unreasonably withheld.
         However, each Party may assign this Agreement, without the consent of
         the other party, to any of its Affiliates or to any purchaser of all or
         substantially all of its assets to which this Agreement relates or to
         any successor corporation resulting from any merger, consolidation or
         restructuring of the party; provided, however, such assignment shall
         not release the assigning Party from any obligations under this
         Agreement. Any assignment in violation of this Agreement shall be null
         and void.

18.2     In case of any change in the control of the Owner and of any merger or
         acquisition involving the Owner, the same will previously inform the
         Manufacturer of the identity of the involved third party; in this event
         the present Supply Agreement shall survive and the new party resulting
         from the merger, acquisition etc will automatically be bound by the
         terms and conditions of this Supply Agreement.

18.3     In case of assignment of the rights on the Product by the Owner to any
         third party, the Owner shall previously inform the third party about
         the existence of this Supply Agreement and shall be responsible to
         procure that the third party unconditionally accepts to take it over
         and to be bound by all its terms and conditions.

18.4     This Agreement may be amended or modified only by a written instrument
         executed by all of the Parties hereto.

18.5     The paragraph headings contained herein are for reference only; they
         are not a part of this Agreement nor shall they in any way affect the
         interpretation thereof.

18.6     No term or provision hereof shall be deemed waived and no breach
         excused, unless such waiver or consent is in writing and signed by the
         Party claimed to have waived or consented. Such express waiver by
         either Party of a breach of any provision of this Agreement shall not
         constitute a continuing waiver of other breaches of the same or other
         provisions of this Agreement.

18.7     Any provision of this Agreement which is prohibited, unenforceable or
         not authorized in any jurisdiction shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition, unenforceability or
         non-authorization without invalidating the remaining provisions hereof
         or effecting the validity, enforceability or legality of such provision
         in any other jurisdiction.

18.8     Nothing herein shall be construed as creating any joint venture,
         partnership or agency relationship between the Parties hereto. Each of
         the Parties is an independent contractor hereunder and neither is
         authorized to make any commitments of any kind or to take any action
         which shall be binding on the other.

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18.9     This Agreement is executed in two counterparts, each of which shall be
         deemed an original and both of which when taken together shall
         constitute but one and the same agreement.

18.10    This Agreement sets forth the entire agreement between the Parties and
         merges and supersedes all previous understandings and agreements
         between the Parties whether written or oral with respect to the subject
         matter hereof. This Agreement may only be amended by a written
         instrument duly executed by both Parties

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.

Mipharm S.p.A.                          Columbia Laboratories (Bermuda) Limited

/S/ Giuseppe G. Miglio                  /S/ G. Frederick Wilkinson
----------------------                  --------------------------

Giuseppe G. Miglio                      G. Frederick Wilkinson
Chairman and CEO                        President

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                                   SCHEDULE A

                                 OWNER'S PATENTS

                       EPO Patent Application No. 99053815

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                                   SCHEDULE B

                             PRODUCT SPECIFICATIONS

 The Product will conform, on a country by country basis, to the specifications
      approved in the applicable Marketing Authorization by the regulatory
                         authorities for that country.

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                                   SCHEDULE C

                                      PRICE

                        TESTOSTERONE BUCCAL TABLETS 30 mg
                                 60 tablet pack
                          6 blisters - 10 tablets each
                    Ex-works price: Euro [***]= ((euro)[***])

                              Per Units/year: [***]
                            Minimum Batch: [***]units

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            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.