In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example input: Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the  order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the  entrusted party  or  YICHANGTAI  or  LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller\'s note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019





3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings:  KEEP AWAY FROM MOISTURE , HANDLE WITH CARE   THIS SIDE UP  etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019





9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer\'s agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019





12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers\' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers\' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019





17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019





21. Law application It will be governed by the law of the People\'s Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019 
Question: Highlight the parts (if any) of this contract related to  Document Name  that should be reviewed by a lawyer. Details: The name of the contract
Example output: SUPPLY CONTRACT
Example explanation: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.
Q: Exhibit 4.36

                              DEVELOPMENT AGREEMENT

                                     between

LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter referred to as LEO) ---

                                       and

GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin, Ireland (hereinafter referred to as GALEN).

Capitalized terms not otherwise defined herein shall have the meanings set forth in Article I of this Agreement.

WHEREAS Bristol-Myers Squibb Company (BMS) has entered into a co-promotion agreement with GALEN regarding Dovonex(R) Product in the Territory (the Co-promotion Agreement).

WHEREAS GALEN and BMS have entered into an option agreement (the Option Agreement) in which GALEN has options to acquire all of BMS's rights and to assume BMS's obligations (the Option) under the agreement dated September 28, 1989 between BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6, 1992 and April 8, 1993 and as of the date hereof and the Product Supply Agreement between Bristol-Myers Squibb Company and LEO dated as of April 8, 1993 (each as may be amended or supplemented by the parties in the future, collectively, the BMS Agreements); and

WHEREAS BMS has given up its rights under the BMS Agreements to a pharmaceutical preparation containing both the Compound and Betamethasone Dipropionate in an ointment (the Combination Product) as of the date hereof; and

WHEREAS LEO has developed and owns proprietary information regarding the Combination Product, and has filed a patent application for the Combination Product; and

WHEREAS GALEN has marketing expertise within the dermatological field; and

WHEREAS LEO and GALEN have entered into a License and Supply Agreement dated as of even date herewith between LEO and GALEN regarding the Combination Product (the Dovobet(R) Agreement) and subject to the coming into force of that Agreement under its terms, LEO has appointed GALEN as its exclusive distributor in the Territory of the Combination Product expected to be marketed under the trademark Dovobet(R); and

WHEREAS GALEN and LEO have entered into a License and Supply Agreement dated as of even date herewith pursuant to which GALEN will be the exclusive distributor of Dovonex(R) Product in the Territory subsequent to the exercise of the Option by GALEN and the acquisition of BMS's rights and assumption of BMS's obligations under the BMS Agreements by GALEN (the Dovonex(R) Agreement); and

WHEREAS GALEN, if the FDA mandates an additional pivotal phase III clinical trial for the Combination Product, will financially support LEO;

NOW THEREFORE the Parties hereby agree as follows:

I - DEFINITIONS

1.1      AB rated means, with respect to any Product (as defined in the          Dovonex(R) Agreement), a pharmaceutical product which is an AB-rated          equivalent to the Product, as defined in the 22nd edition of Approved          Drug Products with Therapeutic Equivalence Evaluations issued by the          United States Department of Health and Human Services.

1.2      Action or Proceeding means any action, suit, proceeding, arbitration          or Governmental or Regulatory Authority action, notification,          investigation or audit.

1.3      Affiliate means, with respect to any Person, any Person which,          directly or indirectly, controls, is controlled by, or is under common          control with, the specified Person. For purposes of this definition,          the term control as applied to any Person, means the possession,          directly or indirectly, of at least fifty-one per cent (51%) of the          power to direct or cause the direction of the management of that          Person, whether&sbsp;through ownership of voting securities or otherwise.

1.4      Agreement means this Development Agreement between LEO and GALEN.

1.5      Compound means the compound Calcipotriene, a vitamin D analogue with          the formula C27H4003.

                                                                               2

1.6      Dovonex(R) Product means the Compound marketed in the Territory under          the trademark Dovonex(R).

1.7      FDA means the United States Food and Drug Administration.

1.8      GALEN Information means any information (including, but not limited          to, technical improvements, financial and marketing information)          developed, made and/or generated by GALEN relating to and made as a





         result of its work with the Combination Product.

1.9      Governmental or Regulatory Authority means any court, tribunal,          arbitrator, agency, commission, official or other instrumentality of          the United States or any relevant country, state, province, county,          city or other political subdivision.

1.10     IND means the Investigational New Drug Application, as defined by the          United States Federal Food, Drug and Cosmetic Act and applicable          regulations promulgated thereunder as amended from time to time, filed          in the United States, for the Combination Product.

1.11     Laws means all laws, statutes, rules, regulations, ordinances and          other pronouncements having the effect of law of any relevant          Governmental or Regulatory Authority.

1.12     LEO Logo Guidelines means the guidelines for use of the LEO name and          the Assyrian Lion logo attached to the Dovobet(R) Agreement.

1.13     LEO Product Branding means the Trademark, the LEO name, the Assyrian          Lion, the LEO Logo Guidelines, the LEO Product Concept and any domain          names or websites related to the Combination Product in the Territory.

1.14     LEO Product Concept means the global design concept for packaging and          promotional materials related to the Combination Product developed by          LEO.

1.15     Losses means any and all damages, fines, fees, penalties,          deficiencies, losses and expenses (including without limitation          interest, court costs, reasonable fees of attorneys, accountants and          other experts or other expenses of litigation or other proceedings or          of any claim, default or assessment).

1.16     Master Agreement means the Master Agreement dated as of even date          herewith between LEO and GALEN.

1.17     NDA means a New Drug Application filed with the FDA for the          Combination Product, requesting permission to place a drug on the          market in accordance with 21 C.F.R. Part 314 and all supplements filed          pursuant to the requirements of the FDA, including all documents, data          and other

                                                                               3

         information concerning the Combination Product which are necessary for          FDA approval to market a product in the United States.

1.18     Party means GALEN or LEO, as the case may be, and Parties means          GALEN and LEO.

1.19     Person means any individual, firm, corporation, partnership, limited          liability company, trust, joint venture, Governmental or Regulatory          Authority or other entity or organization.

1.20     Technical Information means all information in the possession of LEO          and/or its Affiliates, and any information transferred from BMS to          GALEN, regarding preclinical, chemical-pharmaceutical and clinical data          or other scientific information (including specifications, master batch          records, analytical methods including validation protocol and the drug          master file), or secret know-how about the Combination Product          including, but not limited to marketing know-how and show-how or uses          for the Combination Product in the possession of LEO regarding the          Combination Product necessary for GALEN to fulfil its obligations under          the Agreement.

1.21     Territory means the fifty (50) states of the United States of          America, the District of Columbia, its territories and current          possessions.

1.22     Trademark means the trademark Dovobet(R) or any other trademark LEO          may select for the Combination Product.

II - WORK BY LEO

2.1      LEO has performed any and all preclinical, clinical and other studies          necessary to obtain marketing approval for the Combination Product in          Europe and has borne all costs and expenses associated therewith.          Furthermore, LEO will perform any and all additional studies, required          specifically by the FDA and will bear all costs and expenses associated          therewith except for the obligation of GALEN described in Article 3.1.

         A development plan is attached as Appendix I

2.2      LEO is responsible for obtaining approval of the NDA in the United          States.

III - OBLIGATIONS OF GALEN

3.1    If the FDA mandates that a second pivotal phase III clinical trial for        the Combination Product is required for registration in the United        States, GALEN agrees to pay 50% of the reasonable costs for

                                                                               4





         said study, such costs to be invoiced by LEO on a quarterly basis. The          payments are non-refundable.

3.2      GALEN will provide reasonable assistance to LEO in its endeavours to          obtain approval of the NDA in the United States.

3.3      Within thirty (30) days after the date hereof, GALEN will pay to LEO          US$5,000,000 (five million United States dollars) to reimburse LEO for          a portion of the actual development costs that have been incurred by          LEO. This payment is non-refundable.

IV - INDEMNIFICATION

4.1      LEO shall indemnify and hold GALEN and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against GALEN arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by LEO in this Agreement, (b)          the use of the Combination Product in any clinical trial, or (c) any          other negligent act or omission of LEO.

4.2      GALEN shall indemnify and hold LEO and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against LEO arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by GALEN in this Agreement,          or (b) any other negligent act or omission of GALEN.

4.3      The obligation of the Parties in this Article IV shall survive the          expiration or earlier termination of this Agreement to the extent          permitted by applicable Law.

4.4      In any case under this Article IV, where GALEN or LEO is to indemnify          the other, the control of the defence of any Action or Proceeding and          negotiations for settlement and compromise thereof, shall repose with          the indemnifying Party, except that nothing in this paragraph shall be          construed to relieve either Party hereto of the obligation to give the          other all reasonable co-operation, assistance and authority necessary          to permit full and complete defence of any Action or Proceeding;          provided, however, that no Party will settle any of such claims without          consent of the other Party; however, such consent shall not be          unreasonably withheld. Both Parties shall, if desired, be allowed to          participate, at their own expense, directly or through a representative          e.g. their product liability insurers, in any Action or Proceeding.

                                                                               5

V - CONFIDENTIALITY

5.1      All Technical Information disclosed to GALEN and all GALEN Information          disclosed to LEO shall be considered confidential regardless of          designation, and shall not be disclosed by the receiving Party to any          third party or used outside the scope of this Agreement without the          prior written consent of the disclosing Party except to a duly          authorised Governmental or Regulatory Authority in connection with the          registration or regulation of the Combination Product or if otherwise          required by Law. In the event that a Party is asked to disclose any          confidential information to a Governmental or Regulatory Authority,          such Party will - if possible - notify the nondisclosing Party          sufficiently prior to making such disclosure so as to allow the          nondisclosing Party adequate time to take whatever action it may deem          to be appropriate to protect the confidentiality of the information.          The obligation not to disclose Technical Information and GALEN          Information shall not apply to (a) any information that it now or later          becomes publicly available through no fault of the receiver, its          officers, employees or agents; (b) any information that the receiver          obtains from a third party not under a confidentiality obligation to          the discloser with respect to such information; (c) any information          that the receiver already has in its possession as indicated in its          written records; and (d) any information that is independently          developed or created by the receiver.

5.2      Each Party shall keep the terms of this Agreement confidential and          shall not disclose the same&bbsp;to any third party other than (i) by          agreement of the Parties hereto, or (ii) as required by Law or stock          exchange regulation or an order of a competent Governmental or          Regulatory Authority; provided that prior to disclosure pursuant to          (ii) above, the disclosing Party shall - if possible - notify the          nondisclosing Party sufficiently prior to making such disclosure so as          to allow the nondisclosing Party adequate time to take whatever action          it may deem to be appropriate to protect the confidentiality of the          information.

5.3      Neither Party shall make any press release or other public announcement          or other disclosure to third Parties relating to this Agreement without          the prior consent of the other Party, which consent shall not be          unreasonably withheld, except where required by applicable Law;          provided that prior to disclosure, the disclosing Party shall notify          the nondisclosing Party sufficiently prior to making such disclosure so          as to allow the nondisclosing Party adequate time to take whatever          action it may deem to be appropriate to protect the confidentiality of          the information.





5.4      This Article V shall survive the termination of this Agreement for a          period of ten (10) years, provided, however, that following the          termination of this Agreement LEO shall be free to use all data,          information or other confidential information relating to the          Combination Product and following termination of this Agreement, GALEN          shall be free to use all GALEN Information.

                                                                               6

VI - COMPLIANCE WITH LAWS

Both LEO and GALEN shall observe all applicable Laws in effect in fulfilling their obligations under this Agreement.

VII - TERM AND TERMINATION - CONSEQUENCES OF TERMINATION

7.1      This Agreement will be effective when signed by both Parties provided          that the Co-promotion Agreement and the Option Agreement have been          signed and have come into force and provided also that said agreements          do not prohibit GALEN from entering into the Dovonex(R) Agreement and          the Dovobet(R) Agreement.

7.2      This Agreement shall terminate if (a) the Dovonex(R) Agreement is          terminated by LEO pursuant to Articles 15.4, 15.7 or 15.8 thereof or          (b) the Dovonex(R) Agreement is terminated by LEO pursuant to Article          15.2 thereof in the event that GALEN has not exercised the Option for          reasons not including that (i) the aggregate turnover of the Products          in the U.S. during the period 1 July 2004 - 30 June 2005, as measured          by IMSHealth, is equal to or less than US$50,000,000 (fifty million          dollars) or (ii) on or prior to August 1, 2005 a generic product that          is AB rated to any Product (as defined in the Dovonex(R) Agreement) is          approved by the FDA and has become commercially available, provided,          for purposes of this subclause (ii), that GALEN has not provided          assistance to the holder of the registration for the AB rated product          to obtain such registration, or (c) the Dovobet(R) Agreement comes into          force and GALEN has fulfilled its obligations under this Agreement,          unless prior terminated in accordance with any of the provisions          hereof.

7.3      In the event that one of the Parties hereto materially defaults or          breaches any of the provisions of this Agreement, the other Party shall          have the right to terminate this Agreement upon sixty (60) days'          written notice, provided, however, that if the Party in default, within          the sixty day period referred to, remedies the said default or breach,          the Agreement shall continue in full force and effect.

7.4      In the event of termination of this Agreement under the provisions of          this Article VII GALEN shall not be relieved of the duty and          obligations to pay in full, any payments due and unpaid at the          effective date of such termination. In such event GALEN shall:

         (a)      return any and all Technical Information and any other                   information relating to the Combination Product provided to                   GALEN and shall make no further use thereof;

         (b)      cease to make use of the Trademark, the other LEO Product                   Branding and all other information related to the Combination                   Product, and all rights in the Trademark, the other

                                                                               7

                  LEO Product Branding and all other information relating to the                   Combination Product will promptly revert to LEO and be                   transferred to LEO;

         (c)      if GALEN is then the owner of any patents specifically related                   to the Combination Product, GALEN shall transfer such                   ownership to LEO, except for LEO being in breach in which case                   GALEN will sell said patents and LEO will purchase said                   patents at a price equal to the expenses GALEN has borne in                   relation to developing, establishing and maintaining said                   patent rights;

         (d)      if GALEN is then the owner of any patents, which in part                   relates to the Combination Product then LEO, its Affiliates                   and partners shall have a royalty free license to such patents                   for the term of the patents;

         (e)      if GALEN is then the owner of any data related to the                   Combination Product, including, but not limited to, any data                   related to any study performed under this Agreement such data                   shall be transferred to LEO. At such time, LEO shall have the                   right, but not the obligation, to have assigned to LEO any                   third party clinical agreement then pending;

         (f)      GALEN shall transfer the NDA, the IND and any other relevant                   registrations related to the Combination Product held by                   GALEN, if any, to LEO or its designee.

         In the event that LEO terminates this Agreement pursuant to Article 7.3          or Article 7.2(a) or (b), the transfers required under Article 7.4 (a),          (b), (c), (e) and (f) shall be made free of charge to LEO. Otherwise,          the costs of transfers shall be split evenly between the parties.

VIII - ASSIGNABILITY





This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.

For the avoidance of doubt, LEO agrees and acknowledges that GALEN may perform any or all of its obligations under this agreement through its U.S. Affiliates, Warner Chilcott, Inc..

IX - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

9.1      This Agreement shall not be changed or modified orally.

9.2      Any term or condition of this Agreement may be waived at any time by          the Party that is entitled to the benefit thereof, but no such waiver          shall be effective unless set forth in a written instrument

                                                                               8

         duly executed by or on behalf of the Party waiving such term or          condition. No waiver by either Party of any term or condition of this          Agreement, in any one or more instances, shall be deemed to be or          construed as a waiver of the same or any other term or condition of          this Agreement on any future occasion. All remedies, either under this          Agreement or by Law or otherwise afforded, will be cumulative and not          alternative.

9.3      If any provision of this Agreement is held to be illegal, invalid or          unenforceable under any applicable present or future Law, and if the          rights or obligations of any Party hereto under this Agreement will not          be materially and adversely affected thereby, (a) such provision will          be fully severable, (b) this Agreement will be construed and enforced          as if such illegal, invalid or unenforceable provision had never          comprised a part hereof, (c) the remaining provisions of this Agreement          will remain in full force and effect and will not be affected by the          illegal, invalid or unenforceable provision or by its severance          herefrom and (d) in lieu of such illegal, invalid or unenforceable          provision, the Parties will add as a part of this Agreement, a legal,          valid and enforceable provision as similar in terms to such illegal,          invalid or unenforceable provision as may be possible.

X - STATUS OF PRIOR AGREEMENTS

This Agreement together with the Master Agreement, the Dovonex(R) Agreement and the Dovobet(R) Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter and supersede all previous agreements, whether written or oral.

XI - FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected, not due to malfeasance, and which could not with the exercise of due diligence have been avoided (Force Majeure) including, but not limited to, fire, accident, labour difficulty, strike, riot, civil commotion, act of God, delay or errors by shipping companies or change in Law shall not excuse such Party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The Party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other Party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The Party so affected shall use its best efforts to avoid or remove such causes of non-performance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the

                                                                               9

suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.

XII - PARTNERSHIP/AGENCY; THIRD PARTIES

12.1     None of the provisions of this Agreement shall be deemed to constitute          the relationship of partnership or agency between the Parties, and          neither Party shall have any authority to bind the other Party in any          way except as provided in this Agreement.

12.2     The Parties agree that no third party which is not a Party to this          Agreement is intended to benefit from or shall have any right to          enforce any provision of this Agreement.

XIII - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL





OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each Party further agrees that service of any process, summons, notice or document by registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Article XIII. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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Each Party hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

XIV - NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by registered mail or by fax followed by mail to:

In the case of GALEN:

                GALEN (CHEMICALS) LIMITED                 4 Adelaide Street                 Dun Laoghaire, Co. Dublin                 Ireland

                Fax: + 353 1 214 8477

With a copy to:

                Galen Holdings PLC                 Att. Chief Executive Officer                 100 Enterprise Drive, Suite 280                 Rockaway, New Jersey 07866                 USA

                Fax: + 1 973 442 3362

In the case of LEO:

                LEO PHARMA A/S

                Att. CEO, President                 Industriparken 55                 DK-2750 Ballerup                 Denmark

                Fax: + 45 44 64 15 80

or such other address as the receiver shall have last furnished to the sender.

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed in duplicate by their authorised officers as of the date last below written.

Rockaway, April ____, 2003                          Ballerup,  April ____, 2003

GALEN (CHEMICALS) LIMITED                           LEO Pharma A/S

------------------------------                      ---------------------------- Name:  Roger M. Boissonneault                       Name: Title:        Director                              Title: 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
A:
Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the

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suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.