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CONFIDENTIAL          1.2 **“AG Date”**means the earlier of:               (a) November ***, 2011;               (b) ***; or               (c) ***          1.3 “**ANDA**” means the Abbreviated New Drug Application #65-485 and any supplements oramendments thereto.          1.4 “**Calendar Quarter**” means the respective periods of three (3) consecutive calendar monthsending on March 31, June 30, September 30 and December 31.          1.5 “**Calendar Year**” means each successive period of twelve (12) months commencing on January 1and ending on December 31.          1.6 “**Confidential Information**” means all non-public materials, information and data concerningthe disclosing party and its operations that is disclosed by the disclosing party to the receivingparty pursuant to this Agreement, orally or in written, electronic or tangible form, or otherwiseobtained by the receiving party through observation or examination of the disclosing party’soperations. Confidential Information includes, but is not limited to, information about thedisclosing party’s financial condition and projections; business, marketing or strategic plans;sales information, customer lists; price lists; databases; trade secrets; product prototypes anddesigns; techniques, formulae, algorithms and other non-public process information.Notwithstanding the foregoing, Confidential Information of a party shall not include that portionof such materials, information and data that, and only to the extent, the recipient can establishby written documentation: (a) is known to the recipient as evidenced by its written records beforereceipt thereof from the disclosing party, (b) is disclosed to the recipient free ofconfidentiality obligations by a Third Party who has the right to make such disclosure withoutobligations of confidentiality, (c) is or becomes part of the public domain through no fault of therecipient, or (d) the recipient can reasonably establish is independently developed by persons onbehalf of recipient without the use of the information disclosed by the disclosing party.          1.7 “**FDA**” means the United States Food and Drug Administration or any successor entitythereto.          1.8 **“Generic Product”**means, ***.          1.9 [Reserved].          1.10 “**Patent Rights**” means (a) the patents and patent applications listed on Exhibit A to thisAgreement, (b) ***; (c) all divisions, continuations, continuations-in-part, that claim priorityto, or common priority with, the patent applications described in clauses (a) and (b) above or thepatent applications that resulted in the patents described in clauses (a) and (b)
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CONFIDENTIALabove, and (d) all patents that have issued or in the future issue from any of the foregoingpatent applications, including utility, model and design patents and certificates of invention,together with any reissues, renewals, extensions or additions thereto.          1.11 “**Solodyn Products**” means the Solodyn® products listed on Exhibit B.          1.12 “**Third Party**” means any person or entity other than Medicis or Teva.     2. RELEASE; PERMANENT INJUNCTION; LICENSE.          2.1 Releases. Teva represents and warrants that, as of the Original Effective Date,it has only distributed in the United States those units of Generic Product without authorizationfrom Medicis as set forth on Schedule A (the “**Distributed Quantities**”), and the DistributedQuantities are the only infringements of the Patent Rights by Teva with respect to the sale oroffer for sale of Generic Product in the United States. In consideration for the covenants setforth in this Agreement, and in reliance on the representation and warranty in the precedingsentence, Medicis hereby as of the Original Effective Date (on behalf of itself, the MedicisIndemnified Parties, and their predecessors, successors and assigns) irrevocably releases Teva (andthe Teva Indemnified Parties, and their predecessors, successors, assigns, suppliers, purchasers,customers and patients) from all claims and other Losses arising from the manufacture, use, sale,offer for sale, importation or distribution of Generic Product prior to the Original Effective Date(including, without limitation, infringement or induced infringement of any of the Patent Rights byany of such activities or by filing the ANDA).          2.2 Prior to AG Date. Commencing on the Original Effective Date and continuing untilthe occurrence of the AG Date, Teva shall not, and shall not directly or indirectly encourage orassist any Third Party, on a voluntary basis, to develop, make, use, sell, offer for sale,distribute, import or otherwise commercialize any Generic Product in the United States, except asexpressly permitted by the terms of this Agreement.          2.3 Validity of Patent Rights. Teva hereby admits that the claims of the PatentRights are valid and enforceable. Teva hereby admits that the making, using, offering to sell,selling, importation and/or distribution into the United States of a Generic Product is covered byone or more claims of *** under 35 U.S.C. § 271. The foregoing admission shall be binding on Tevaand admissible against Teva in any dispute or litigation between the parties regarding the PatentRights, and Teva will not challenge any such admission. Teva agrees that from the Effective Dateforward, Teva shall not assist any Third Party in an action to invalidate or render unenforceableany of the Patent Rights, except to the extent required by court order or other applicable law.This Section 2.3 (including, without limitation, those admissions regarding validity andenforceability) shall apply only to Generic Products (and no other products), and further shallapply only in the United States.          2.4 Consent Judgment for Permanent Injunction. Upon the Original Effective Date,Medicis and Teva have caused to be completed, executed and filed with the United States DistrictCourt for the District of Delaware (the “**Court**”) a Consent Judgment and Permanent Injunction in theform attached hereto as Exhibit C, and Medicis, with Teva’s agreement, has moved for the entry ofthe Consent Judgment and Permanent Injunction by such Court.
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CONFIDENTIAL          2.5 License Grant.               2.5.1 Medicis hereby grants to Teva a non-exclusive license under the Patent Rights to make,have made (solely as set forth below), use, sell, offer for sale and import Generic Product in orfor the United States (where “**United States**” for purposes of this Agreement shall include itsterritories and possessions, including, without limitation, the District of Columbia and theCommonwealth of Puerto Rico (but excluding direct sales of Generic Product into the Commonwealth ofPuerto Rico)) from and after the AG Date (and before the AG Date for reasonable commercialpreparation as contemplated by Section 2.5.2). Neither party shall enter into any agreement inconflict with any provisions of this Agreement. Teva will have the right to grant sublicensesunder the licenses granted in this Section 2.5.1 solely for its suppliers to make Generic Product(and for clarity API therefor) for sale only to Teva.               2.5.2 ***               2.5.3 In exchange for the license rights granted in this Section 2.5, Teva agrees that(a) during the term of this Agreement, Teva shall not make, use, sell, offer for sale, import ordistribute a Generic Product in the United States except for Generic Product in accordance with theterms of this Agreement, and (b) in the case of an early termination of this Agreement by Medicisbecause of a material, uncured breach by Teva, and continuing until the expiration of the last toexpire of any valid and enforceable Patent Rights covering Generic Product, Teva shall not make,use, sell, offer for sale, import or distribute a Generic Product in the United States.               2.5.4 Teva shall pay to Medicis on a quarterly basis for any Generic Product sold after the AGDate (and, for clarity, not including any of the Distributed Quantities for which no payments willbe owed Medicis): *** of all Gross Profit resulting from sales of Generic Product made by Tevawithin *** of the AG Date (the “**Payment Period**”) and covered by a valid, issued and enforceableunexpired Patent Right licensed to Teva under this Agreement, ***.               2.5.5 For the *** period following the expiration of Teva’s obligations to make royaltypayments hereunder, Teva shall permit an independent auditor selected by Medicis, familiar with thegeneric pharmaceutical industry and reasonably acceptable to Teva, to have access, (i) duringnormal business hours, (ii) upon reasonable prior notice (not more often than *** in any CalendarYear) and (iii) such access not to unreasonably interfere with the day-to-day operations of Teva,to those books and records maintained by Teva necessary for Medicis to verify the accuracy ofTeva’s calculation of any Net Sales, and/or Gross Profit; provided that no such independent auditorshall be retained on a contingency basis. All such information shall be retained on a confidentialbasis by such auditor’s firm, and such firm’s use of such information shall be limited to theaforementioned verification. The fees charged by such auditor shall be paid by Medicis; provided,however, if the audit discloses that the royalties payable by Teva for the audited period are morethan *** of the royalties actually paid during such period, then Teva shall promptly pay thereasonable fees and expenses charged by such auditor in addition to any underpayments. Upon Teva’srequest, Medicis shall provide Teva with a copy of the report or other summary of its findingsprepared by such auditor.
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CONFIDENTIAL               2.5.6 Certain Definitions: For the purposes of this Section 2.5:                    (i) “**Gross Profit**” means, with respect to any Generic Product sold by Teva, Net Sales of suchGeneric Product less the Costs of Goods for such Generic Product.                    (ii) “**Net Sales**” means the aggregate gross sales of the amounts invoiced for the sale ofGeneric Product by Teva in arm’s length transactions with Third Parties for use in the UnitedStates, less good faith and reasonable estimates for the following: (A) cash discounts, (B)adjustments on account of ***, (C) returns, shortages or rejected/damaged goods, (D) chargebacks,and (E) rebates, promotional allowances, administrative fee arrangements, and similar payments toall direct and indirect customers, including wholesalers and other distributors, buying groups,health care insurance carriers, pharmacy benefit management companies, health maintenanceorganizations, Medicaid or Medicare or similar type programs. In the event that Teva sells GenericProduct as part of a bundle or group sale with other products not covered by this Agreement, andTeva provides a discount, allowance or rebate to the purchaser of such Generic Product based on theinvoiced prices for all products sold, such discount must be allocated pro rata based on theselling prices of all such products. Net Sales shall be determined using the accrual method ofaccounting determined in a manner consistent with Teva’s practice for its other pharmaceuticalproducts and in accordance with GAAP consistently applied. Sales of Generic Product by and betweenTeva and its Affiliates are not sales to Third Parties and shall be excluded from Net Salescalculations for all purposes, but the final sale to a Third Party shall be included in Net Sales.Within ninety (90) days after the end of the Payment Period, the Parties agree to allow for a “trueup” reconciliation (and provide Medicis a written report of such reconciliation) of the deductionsfrom gross sales of the amounts invoiced for the sale of Generic Product to the extent suchdeductions have not already been made during the Payment Period. The “true up” reconciliationshall be based on actual credits issued and estimates for those incurred related to the reportedinvoiced sales, but not yet issued for amounts as outlined in clauses (ii)(A) through (ii)(E) ofthis definition of “Net Sales”. If the foregoing reconciliation report shows either anunderpayment or an overpayment to Medicis, Medicis shall pay Teva the amount of the overpayment, orTeva shall pay Medicis the amount of the underpayment, (whichever shall be applicable) withinthirty (30) days of the date of its receipt of the report.                    (iii) “**Cost of Goods**” means the fully burdened manufacturing cost (as defined below),excluding handling losses of the finished product. For purposes of this definition, the term“fully burdened manufacturing cost” shall mean and comprise the sum of:                         (1) The cost of goods produced as determined by Teva in accordance with U.S. GAAP consistentlyapplied, including ***all to the extent directly attributable and allocable to the manufacture andsupply of Generic Product;                         (2) *** and
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CONFIDENTIAL                         (3) Any other costs borne by Teva for transport, customs clearance and storage of GenericProduct (i.e., freight, customs, duty, and transportation related insurance).          2.6 No Licenses. Except as expressly set forth herein, nothing in this Agreementshall be construed as: (a) an obligation to bring or prosecute actions or suits against ThirdParties for infringement of any patent, whether within the Patent Rights or otherwise;(b) conferring a right to use in advertising, publicity, promotion or otherwise any trademark ortrade name of Medicis; or (c) granting by implication, estoppel or otherwise, any licenses orrights under the Patent Rights or any other patents.     3. TERM AND TERMINATION.          3.1 Term. Subject to Section 3.2, this Agreement shall expire on the expiration ofthe last to expire of the Patent Rights; provided, however, that if there are no valid, issuedpatents within the Patent Rights, but there are at such time pending patent applications within thePatent Rights, then subject to the terms and conditions of this Agreement, the term of thisAgreement shall continue for the pendency of such pending patent applications.          3.2 Termination for Cause. Either party may terminate this Agreement upon or afterthe material breach of any material provision of this Agreement by the other party if the otherparty has not cured such breach within forty-five (45) days after receipt of express written noticethereof by the non-breaching party.          3.3 Termination for Challenge. Medicis shall have the right to immediately terminatethis Agreement at any time after the Effective Date in the event Teva or any of its Affiliatescontests or challenges, or supports or assists any Third Party to contest or challenge, with thepatent office or any court, regulatory agency or other forum, Medicis’ ownership of or rights in,or the validity, enforceability or scope of, any of the Patent Rights, provided that Medicis hasfirst provided Teva with thirty (30) days prior written notice of its intent to terminate and Tevahas not ceased contesting or challenging, or ceased supporting or assisting any Third Party tocontest or challenge, Medicis’s ownership of or rights in, or the validity, enforceability or scopeof, any of the Patent Rights within such thirty (30) day period. This Section 3.3 shall apply onlyto contests or challenges of the Patent Rights with respect to Generic Products (and no otherproducts), and further shall apply only in the United States.          3.4 Effect of Expiration or Termination. Expiration or termination of this Agreementshall not relieve the parties of any obligation accruing prior to such expiration or termination,and the provisions of Sections 2.1, 2.2, 2.3, 2.6, 3.4, 4, 5.4, 6 and 7 shall survive theexpiration or termination of this Agreement. No other provisions shall survive expiration ortermination of this Agreement.     4. CONFIDENTIALITY.          4.1 Confidentiality. For a period of five (5) years following the expiration orearlier termination of this Agreement, except with respect to any Confidential Informationconstituting a trade secret in which case the receiving party’s obligation continues in perpetuity,provided such receiving party has been informed as to the status of such Confidential
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CONFIDENTIALInformation as a trade secret, each party shall maintain in confidence all ConfidentialInformation disclosed by the other party and the terms of this Agreement, and shall not use, grantthe use of or disclose to any Third Party the Confidential Information of the other party otherthan as expressly permitted hereby. Each party shall notify the other promptly upon discovery ofany unauthorized use or disclosure of the other party’s Confidential Information or the terms ofthis Agreement.          4.2 Permitted Disclosures. Either party may disclose Confidential Information of thedisclosing party (a) on a need-to-know basis, to such party’s directors, officers and employees tothe extent such disclosure is reasonably necessary in connection with such party’s activities asexpressly authorized by this Agreement, and (b) to those agents and consultants, and contractmanufacturers who need to know such information to accomplish the purposes of this Agreement(collectively, “**Permitted Recipients**”); provided such Permitted Recipients are bound to maintainsuch Confidential Information in confidence at least to the same extent as set forth inSection 4.1.          4.3 Litigation and Governmental Disclosure. Each party may disclose ConfidentialInformation of the other party or the terms of this Agreement to the extent such disclosure isreasonably necessary for prosecuting or defending litigation, complying with a court order orapplicable law, governmental regulations or investigation, provided that if a party is required bylaw or regulation to make any such disclosure of the other party’s Confidential Information it willgive reasonable advance notice to the other party of such disclosure requirement and will use goodfaith efforts to assist such other party to secure a protective order or confidential treatment ofsuch Confidential Information required to be disclosed.          4.4 Publicity. Except as expressly authorized hereunder, neither party shall make anypublicity releases, interviews or other dissemination of information concerning this Agreement orits terms, or either party’s performance hereunder, to communication media, financial analysts orothers without the prior written approval of the other party, which approval shall not beunreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary in thisAgreement, the parties understand and agree that either party, may, if so required, disclose someor all of the information included in this Agreement or other Confidential Information of the otherparty (a) in order to comply with its obligations under the law, including the United StatesSecurities Act of 1933 and the United States Securities Exchange Act of 1934; (b) in order tocomply with the listing standards or agreements of any national or international securitiesexchange or The NASDAQ Stock Market or New York Stock Exchange or other similar laws of agovernmental authority; (c) to respond to an inquiry of a governmental authority or regulatoryauthority as required by law; or (d) in a judicial, administrative or arbitration proceeding. Inany such event the party making such disclosure shall (i) provide the other party with as muchadvance notice as reasonably practicable of the required disclosure, (ii) cooperate with the otherparty in any attempt to prevent or limit the disclosure, and (iii) limit any disclosure to thespecific purpose at issue. In connection with any filing of a copy of this Agreement with theSecurities and Exchange Commission, the filing party shall endeavor to obtain confidentialtreatment of economic and trade secret information, and shall keep the other party informed as theplanned filing (including, but not limited to providing the other party with the proposed filingreasonably in advance of making the planned filing) and consider the requests of the other partyregarding such confidential treatment. The parties
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CONFIDENTIALacknowledge and agree that the press release(s) set forth on Schedule B was issued on theOriginal Effective Date.     5. REPRESENTATIONS AND WARRANTIES.          5.1 Representations.               5.1.1 Each party hereby represents and warrants as of the Effective Date to the other partythat (a) the person executing this Agreement is authorized to execute this Agreement; (b) thisAgreement is legal and valid and the obligations binding upon such party are enforceable by theirterms; and (c) the execution, delivery and performance of this Agreement does not conflict with anyagreement, instrument or understanding, oral or written, to which such party may be bound, norviolate any law or regulation of any court, governmental body or administrative or other agencyhaving jurisdiction over it.          5.2 Disclaimer of Warranties. Except for those warranties set forth in Section 5.1,neither party makes any warranty, written, oral, express or implied, with respect to thisAgreement. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT HEREBY AREDISCLAIMED BY BOTH PARTIES.          5.3 Limitation of Liability. WITH THE EXCEPTION OF DAMAGES RESULTING FROM A PARTY’SBREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT OR ITS OBLIGATIONS UNDER SECTION 6(INDEMNIFICATION), OR A BREACH BY TEVA OF SECTIONS 2.2 OR 2.3, UNDER NO CIRCUMSTANCES SHALL EITHERPARTY BE LIABLE FOR LOSS OF USE OR PROFITS OR OTHER COLLATERAL, SPECIAL, CONSEQUENTIAL, INCIDENTALOR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH CLAIMS ARE FOUNDED IN TORT ORCONTRACT.          5.4 Equitable Relief. Teva acknowledges and agrees that the obligations andundertakings of Teva pursuant to Sections 2.2 and 2.3 of this Agreement are reasonable andnecessary to protect the legitimate interests of Medicis, that Medicis would not have entered intothis Agreement in the absence of such provisions, and that Teva’s breach or threatened breach orfailure to comply with such Sections 2.2 and 2.3 shall cause Medicis significant and irreparableharm, the amount of which shall be extremely difficult to estimate and ascertain, and for whichmoney damages shall not be adequate. Teva further acknowledges and agrees that Medicis shall havethe right to apply to any court of competent jurisdiction for an injunction order restraining anybreach or threatened breach of Sections 2.2 or 2.3 of this Agreement and specifically enforcing theterms and provisions of such Sections of this Agreement, without the necessity of posting any bondor security or giving Teva an opportunity to cure, in addition to seeking any other remedyavailable to Medicis in law or equity. Teva agrees that it shall not challenge any of theforegoing acknowledgements and agreements concerning injunctive relief in any proceeding brought byMedicis.
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CONFIDENTIAL     6. INDEMNIFICATION.          6.1 Teva Indemnification. Teva shall indemnify, defend and hold harmless Medicis, itsdirectors, managers, members, officers, employees, authorized subcontractors and agents(collectively the “**Medicis Indemnified Parties**”) from and against any and all liabilities,obligations, penalties, judgments, disbursements of any kind and nature, losses, damages, costs andexpenses (including, without limitation, reasonable attorney’s fees and costs) (collectively,**“Losses"**) incurred as a result of any claims, demands, actions or other proceedings by a ThirdParty against an Indemnified Party to the extent arising out of Teva’s breach of anyrepresentation, warranty or covenant under this Agreement, except to the extent that such Lossesarise out of Medicis’ breach of any representation, warranty or covenant under this Agreement.          6.2 Medicis Indemnification. Medicis shall indemnify, defend and hold harmless Teva,its directors, managers, members, officers, employees, authorized subcontractors and agents(collectively the “**Teva Indemnified Parties**”) from and against any and all Losses incurred as aresult of any claims, demands, actions or other proceedings by a Third Party against an IndemnifiedParty to the extent arising out of Medicis’ breach of any representation, warranty or covenantunder this Agreement, except to the extent that such Losses arise out of Teva’s breach of anyrepresentation, warranty or covenant under this Agreement.          6.3 Obligations. A party which intends to claim indemnification under this Section 6(the **“Indemnified Party"**) shall promptly notify the other party (the **“Indemnifying Party"**) inwriting of any claim, demand, action, or other proceeding in respect of which the Indemnified Partyintends to claim such indemnification; provided, however, that failure to provide such noticewithin a reasonable period of time shall not relieve the Indemnifying Party of any of itsobligations hereunder except to the extent the Indemnifying Party is prejudiced by such failure.The Indemnified Party shall permit the Indemnifying Party, at its discretion, to settle any suchaction, claim or other matter. Notwithstanding the foregoing, the Indemnifying Party shall notenter into any settlement that would adversely affect the Indemnified Party’s rights hereunder, orimpose any obligations on the Indemnified Party in addition to those set forth herein, in order forit to exercise such rights, without the Indemnified Party’s prior written consent, which shall notbe unreasonably withheld or delayed. No such action, claim or other matter shall be settledwithout the prior written consent of the Indemnifying Party, which shall not be unreasonablywithheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Partyand its legal representatives in the investigation and defense of any claim, demand, action, orother proceeding covered by the indemnification obligations of this Section 6. The IndemnifiedParty shall have the right, but not the obligation, to be represented in such defense by counsel ofits own selection and at its own expense.     7. GENERAL PROVISIONS.          7.1 Notices. All notices hereunder shall be delivered by facsimile (confirmed byovernight delivery), or by overnight delivery with a reputable overnight delivery service, to thefollowing address of the respective parties:
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CONFIDENTIAL       If to Medicis: Medicis Pharmaceutical Corporation    7720 North Dobson Road    Scottsdale, Arizona 85256    Attn: Chief Executive Officer    Facsimile: 480-291-5175       with a copy to: Medicis Pharmaceutical Corporation    7720 North Dobson Road    Scottsdale, Arizona 85256    Attn: General Counsel    Facsimile: 480-291-8508       If to Teva: Teva Pharmaceuticals USA, Inc.    1090 Horsham Road.    North Wales, PA 19454    Attn: President & CEO    Facsimile: (215) 591-8803       With a copy to: Teva Pharmaceuticals USA, Inc.    1090 Horsham Road.    North Wales, PA 19454    Attn: General Counsel    Facsimile: (215) 293-6499     Notices shall be effective on the day of receipt. A party may change its address listed aboveby notice to the other party given in accordance with this Section 7.1.          7.2 Entire Agreement. The parties hereto acknowledge that this Agreement sets forththe entire agreement and understanding of the parties and supersedes all prior written or oralagreements or understandings with respect to the subject matter hereof. No modification of any ofthe terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless inwriting and signed by an authorized agent or representative of both parties hereto. No course ofdealing or usage of trade shall be used to modify the terms and conditions herein. This Agreementshall be binding on each of Teva and Medicis and their respective permitted successors and assigns.          7.3 Waiver. None of the provisions of this Agreement shall be considered waived byany party hereto unless such waiver is agreed to, in writing, by authorized agents of such party.The failure of a party to insist upon strict conformance to any of the terms and conditions hereof,or failure or delay to exercise any rights provided herein or by law shall not be deemed a waiverof any rights of any party hereto.          7.4 Obligations to Third Parties. Each party warrants and represents that thisAgreement does not conflict with any contractual obligations, expressed or implied, undertaken withany Third Party.
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CONFIDENTIAL          7.5 Assignment. Neither party shall assign this Agreement or any part hereof or anyinterest herein (whether by operation of law or otherwise) to any Third Party (or use anysubcontractor) without the written approval of the other party; provided, however, that eitherparty may assign this Agreement without such consent (i) to any Affiliate; and (ii) in the case ofa merger, consolidation, change in control or sale of all or substantially all of the assetsrelated to this Agreement. No assignment shall be valid unless the permitted assignee(s) assumesall obligations of its assignor under this Agreement. No assignment shall relieve any party ofresponsibility for the performance of its obligations hereunder. Any purported assignment inviolation of this Section 7.5 shall be void.          7.6 Governing Law. In any action brought regarding the validity, construction andenforcement of this Agreement, it shall be governed in all respects by the laws of the State ofDelaware, without regard to the principles of conflicts of laws. The federal and state courts inthe State of Delaware shall have jurisdiction over the parties hereto in all matters arisinghereunder and the parties hereto agree that the venue with respect to such matters will be a stateor federal court in the State of Delaware.          7.7 Severability. If any term or provision of this Agreement shall for any reason beheld invalid, illegal or unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect any other term or provision hereof, and this Agreement shall beinterpreted and construed as if such term or provision, to the extent the same shall have been heldto be invalid, illegal or unenforceable, had never been contained herein.          7.8 Headings, Interpretation. The headings used in this Agreement are for convenienceonly and are not part of this Agreement.          7.9 Attorneys’ Fees. The prevailing party shall be entitled to attorneys’ fees andits litigation or related expenses in any suit or proceeding with respect to the interpretation orenforcement of this Agreement.          7.10 Counterparts. The Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument.*[Remainder of this page intentionally blank]*
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CONFIDENTIAL*Settlement Agreement*     IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by theirduly-authorized representatives effective as of the Effective Date.           BARR LABORATORIES, INC. MEDICIS PHARMACEUTICAL CORPORATION           By:     By:                        Name:     Name:                          Title:     Title:                        By:                                Name:                                Title:                   

 
EXHIBIT APatent RightsIssued Patents (all U.S.)5,908,838