Bear Stearns Commercial Mortgage Pass-Through Certificate Series 2003

SUPPLY AGREEMENT

THIS AGREEMENT dated as of this day of , , is entered into by and between , a corporation (the "US BUYER"), , a corporation (the "CANADIAN BUYER" and, together the US Buyer, the "BUYERS") and , an corporation ("NOVOPHARM").

WITNESSETH:

WHEREAS, Novopharm has expertise, and is engaged, in the development, manufacture and supply of over-the-counter pharmaceutical products ("OTC PRODUCTS");

WHEREAS, Novopharm owns or has rights to certain patents and/or know-how applicable to OTC Products;

WHEREAS, Novopharm owns the Approved ANDAs related to the Granutec Products and the DINs related to the Stanley Products and has therefore obtained all necessary regulatory approval for the manufacture, supply and sale of the Products in the United States and Canada;

WHEREAS, pursuant to that certain Amended and Restated Asset Purchase Agreement (the "ASSET PURCHASE AGREEMENT"), dated as of , among the Buyers , Novopharm, ("GRANUTEC") , and ("STANLEY") the US Buyer desires to acquire the Approved ANDAs and the Canadian Buyer desires to acquire the DINs related to the Products, and Novopharm has agreed to sell or cause the sale of such Approved ANDAs and DINs to the US Buyer and the Canadian Buyer;

WHEREAS, the Buyers desire to obtain certain transitional services and other assistance relating to the process of obtaining the requisite Governmental Approvals to manufacture the Products governed by the Approved ANDA's;

WHEREAS, the Buyers desire to purchase commercial quantities of the Products from Novopharm from time to time for a limited time and Novopharm is willing to supply the Buyer's requirements for the Products, on the terms and subject to the conditions set forth below;

WHEREAS, the Buyers desire to acquire the right of first refusal to acquire the Approved ANDAs and the DINs that Novopharm or any of its Affiliates may develop and obtain regarding OTC Products other than the Products, on the terms and subject to the conditions set forth below; and

WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Asset Purchase Agreement that Novopharm execute and deliver this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the parties agree as follows:

ARTICLE 1: DEFINITIONS

For purposes of this Agreement, the terms defined in this Article 1 shall have the respective meanings set forth below (the singular shall include the plural and vice versa):

"AFFILIATE" means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person.

"ANDA" means an "Abbreviated New Drug Application" as defined in the US Act.

"APPROVED ANDA" means an ANDA approved by the FDA.

"ASSET PURCHASE AGREEMENT" is defined in the recitals to this Agreement.

"BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City are authorized or obligated by law or executive order to close.

"CANADIAN ACT" means the Canadian Food and Drugs Act, as amended from time to time, and the regulations promulgated thereunder.

"CANADIAN BUYER" is defined in the first paragraph of this Agreement.

"CANADIAN PRIME RATE" means the prime interest rate of The Bank of Nova Scotia in effect from time to time for Canadian dollar loans made in Canada.

"CBE" means a "Changes Being Effected" supplement as defined in the US Act.

"CGMP" shall mean current Good Manufacturing Practices promulgated by each of the FDA and TPP governing the manufacture, handling, storage and control of the Products in the United States and Canada, respectively.

"CLOSING" means the Closing as defined in the Asset Purchase Agreement.

"CONFIDENTIAL INFORMATION" means Technical Information and information pertaining to Novopharm's and the Buyers' respective businesses, products, marketing plans, marketing activities, market projections and related matters, provided by one party to the other pursuant to or in furtherance of this Agreement.

"DEVELOPMENT COSTS" is defined in Section 3.1.

"DINS" means Canadian Drug Identification Numbers.

"DSA" means a Drug Submission Application submitted to the TPP requesting authorization to sell each of the Stanley Products, and the "DSAs" means all approved DSAs for the Stanley Products, and includes DIN Applications, New Drug Submissions, Supplemental New Drug Submissions and Investigational New Drug Submissions.

"EFFECTIVE DATE" means the Closing Date as defined in the Asset Purchase Agreement.

"FDA" means the United States Food and Drug Administration and all agencies under its direct control or any successor organization.

"FORCE MAJEURE EVENT" means any fire, flood, embargo, war, act of war (whether war be declared or not), insurrection, riot, civil unrest, unforeseeable plant breakdowns or lack or failure of source of supply.

"GRANUTEC" is defined in the recitals to this Agreement.

"GRANUTEC PRODUCTS" means those products set forth in Schedule A hereto.

"NON-COMPETITION AGREEMENT" means the Non-Competition Agreement, dated as of the date hereof, among the Buyers, Granutec, GHC, Stanley and Novopharm.

"OFFER" is defined in Section 2.1(b).

"OFFER NOTICE" is defined in Section 2.1(b).

"ORDER" as defined in Section 5.2(a).

"OTC PRODUCTS" is defined in the recitals to this Agreement.

"PRODUCTS" means the Granutec Products and the Stanley Products.

"SPECIFICATIONS" means with respect to any of the Products, the specifications as set forth in such product's Drug Master File or Regulatory Approval, as appropriate, in accordance with, in the case of a Granutec Product, the US Act and such Product's Approved ANDA and, in the case of a Stanley Product, the Canadian Act.

"SPECIFIED FUTURE PRODUCTS" means those products set forth in Schedule C hereto.

"STANLEY" is defined in the recitals to this Agreement.

"STANLEY PRODUCTS" means those products set forth in Schedule B hereto.

"SUPAC PROCESS" means the process by which a CBE is filed to effect a manufacturing site change in accordance with the Scale Up and Post Approval Changes (Immediate Release) guidance issued by the FDA.

"TECHNICAL INFORMATION" means all know-how, trade secrets, inventions, data (including regulatory data), technology, processes and information, including improvements and modifications to any thereof, the disclosure or use of which is provided for or permitted under this Agreement and which a party hereto has the lawful and contractual right to disclose to the other party. It shall also include, without limitation, (a) medical, chemical, bioequivalent and other scientific data; (b) processes and analytical methodology used in the development, testing, analysis and validation of such Products; and (c) packaging and manufacturing data and processes. Notwithstanding the foregoing, Technical Information shall not include trademarks or patents.

"TERRITORY" means the United States, Canada and Mexico.

"THIRD PARTY" means any entity or person which is not party to this Agreement or an Affiliate and/or subsidiary of a party to this Agreement.

"TPP" means the Therapeutic Products Program, Department of Health and Welfare (Canada).

"UNSPECIFIED FUTURE PRODUCTS" means any OTC Products other than the Products and the Specified Future Products.

"US ACT" means the United States Food, Drug and Cosmetic Act, as amended from time to time, and the regulations promulgated thereunder.

"US BUYER" is defined in the first paragraph of this Agreement.

ARTICLE 2: MANUFACTURE AND SALE OF PRODUCTS

2.1 MANUFACTURE AND SALE. (a) From and after the Effective Date and until the first anniversary of the Effective Date, on the terms and subject to the conditions of this Agreement, Novopharm shall manufacture, sell and deliver, for sale in the Territory, (A) to the US Buyer all of the US Buyer's requirements of Granutec Products for the Territory and (B) to the Canadian Buyer all of the Canadian Buyer requirements of Stanley Products for the Territory.

(b) From and after the Effective Date until the second anniversary of the Effective Date, the US Buyer shall not purchase any of the Granutec Products and the Canadian Buyer shall not purchase any of the Stanley Products from a Third Party, unless such Buyer shall first deliver to Novopharm a notice (an "OFFER NOTICE") stating:

(i) that such Buyer has received a bona fide offer to supply all or a portion of its requirements for such Product(s) (an "OFFER");

(ii) with respect to each Product included in the Offer, the price, volume and other material terms contained in the Offer (other than the identity of the Third Party supplier of such Products); and

(iii) such Buyer's offer, irrevocable by its terms for five (5) Business Days to purchase from Novopharm all (but not less than all) of the Products included in the Offer, on terms and conditions not less favorable to Novopharm than those contained in the Offer.

(c) If Novopharm fails to accept the offer within such five (5) Business Days, then the relevant Buyer shall have the right to purchase the Products set forth in such Offer Notice from the offeror identified in the Offer Notice or any other Third Party, on terms and conditions no less favorable to such Buyer than those terms and conditions set forth in the Offer Notice.

2.2 STARTING MATERIAL. Novopharm shall acquire all of the material required for the manufacture of the Products.

2.3 STORAGE. Novopharm shall store all material and Products, including work-in-process, in accordance with the appropriate cGMP and the guidelines set out, in the case of Granutec Products, in the US Act and its regulations and all corresponding Approved ANDAs and, in the case of Stanley Products, in the Canadian Act and its regulations.

2.4 OTC SPECIFICATIONS. Novopharm shall manufacture under this Agreement the Novopharm Products and Granutec Products in conformity with their Specifications and the corresponding Approved ANDAs and the Stanley Products in conformity with their Specifications and the corresponding DINs.

Any modifications or process changes with respect to the Products shall be implemented in accordance with, in the case of Novopharm Products and Granutec Products, the US Act and its regulations and, in the case of Stanley Products, the Canadian Act and its regulations.

Novopharm shall ensure that such changes, if any, do not render the Products non-compliant with respect to any applicable requirement under, with respect to each Novopharm Product and Granutec Product, the US Act and such Product's respective Approved ANDA and/or Specifications, and, with respect to each Stanley Product, the Canadian Act and such Product's respective DIN and/or Specifications.

In no event shall Novopharm make any such modification or process change without the prior written consent of the US Buyer and its duly authorized agents or the Canadian Buyer and its duly authorized agents as appropriate.

2.5 RIGHT TO INSPECTION. Each Buyer and its duly authorized agents shall at all times during the period commencing on the Effective Date and ending on the second anniversary thereof be entitled to inspect during normal business hours upon reasonable advance notice, any premises where the Products are stored, manufactured, packaged or handled, or any premises where materials to be used in the manufacture of the Products are stored, and each Buyer and its duly authorized agents shall have free access to all parts of such premises and may inspect and test such Products or materials and may interview employees involved in such storage, manufacture, packaging or handling.

ARTICLE 3: TRANSITION PERIOD/FUTURE OTC PRODUCTS

3.1 SUPAC. (a) From and after the Effective Date, upon the request of the US Buyer Novopharm shall assist the US Buyer in the SUPAC Process for each Product whereby the US Buyer will acquire the right to manufacture each Product in the plant acquired by the US Buyer pursuant to the Asset Purchase Agreement from Granutec located in Wilson, North Carolina.

Such assistance shall include, without limitation, providing supporting data as electronic and hard copies of Master Batch Records, Standard Operating Procedures, Raw Material Specifications, Technology Transfer documentation, and comparison of equipment lists.

Novopharm will provide the Canadian Buyer (i) access to its Product approvals for the purpose of assisting the Canadian Buyer in obtaining a cross-referenced DIN and (ii) all support necessary to obtain an approved change in the registered manufacturing site or Establishment License, as appropriate, under the Canadian Act.

Novopharm shall not be entitled to compensation for such assistance, PROVIDED, however, that the US Purchaser shall reimburse Novopharm for cost of test batches and related materials.

3.2 FUTURE OTC PRODUCTS. (a) Except as set forth in Section 3.2(b), on each occasion, if any, that Novopharm or any of its Affiliates develops and obtains or otherwise acquires an Approved ANDA and/or a DIN for any of the Specified Future Products (by action of the FDA, the TPP or otherwise), Novopharm shall promptly and in any event within 5 Business Days of obtaining such Approved ANDA or DIN deliver to the Buyers a written offer, irrevocable on its terms for thirty (30) Business Days, to sell such Approved ANDA and/or DIN to any Buyer at a price equal to the sum of (i) the cost of developing and obtaining or otherwise acquiring such Approved ANDAs and/or DINs, as determined to the reasonable satisfaction of the Buyers, based on Novopharm's accrued development costs, including without limitation, cost of materials and reasonable overhead ("DEVELOPMENT COSTS") and (ii) 10% of the amount determined pursuant to clause (i) of this Section 3.2(a).

(b) The US Buyer or the Canadian Buyer may from time to time request that Novopharm develop and obtain Approved ANDAs and/or DINs for any of the Specified Future Products. Upon receipt of any such request, Novopharm shall use commercially reasonable best efforts to develop and obtain as promptly as practicable such Approved ANDAs and/or DINs as requested by the requesting Buyer. Promptly upon obtaining any Approved ANDAs and/or DINs, Novopharm shall sell, and the requesting Buyer shall purchase, such Approved ANDAs and/or DINs at a price equal to the sum of (i) the Development Costs of such Approved ANDA or DIN and (ii) 10% of the amount determined pursuant to clause (i) of this Section 3.2(b); PROVIDED that if such ANDA or DIN is not approved the Buyer will forthwith, on written notice from Novopharm that such ANDA or DIN has not been approved, pay to Novopharm the Development Costs of such ANDA or DIN.

(c) On each occasion, if any, that Novopharm or any of its Affiliates develops and obtains or otherwise acquires an Approved ANDA and/or DIN with respect to an Unspecified Future Product, Novopharm shall promptly deliver to the Buyers a written offer, irrevocable on its terms for thirty (30) Business Days, to sell such Approved ANDAs and/or DINs to the Buyers on terms and conditions set forth in such written offer. The Buyers shall have thirty (30) Business Days in which to determine whether to accept such offer. If the Buyers fail to accept such offer within such thirty (30) Business Days, Novopharm shall have the right to sell the offered Approved ANDAs and/or DINs to Third Parties on terms and conditions no less favorable to Novopharm than those terms and conditions offered to the Buyers or, subject to the Non-Competition Agreement, to use such Approved ANDAs and/or DINs for its own account.

(d) On each occasion, if any, that the Buyers request that Novopharm develop and obtain an Approved ANDA and/or DIN for any Unspecified Future Product, Novopharm and the Buyers shall negotiate in good faith the terms and conditions pursuant to which such work shall be performed.

3.3 Novopharm shall be entitled to sell the Products outside of the Territory. During the term of this Agreement, at the request of Novopharm the US Buyer shall use its commercially reasonable best efforts to assist Novopharm, at Novopharm's sole cost and expense, in obtaining regulatory clearances for the Products in such markets outside of the Territory, such assistance to include, without limitation, confirming that Novopharm originally developed and obtained the Approved ANDA.

ARTICLE 4: FORECASTS, ORDERS, PACKAGING, AND DELIVERY

4.1 FORECASTS. Promptly after the Effective Date, and promptly after the beginning of each month during the term of this Agreement, the Buyers shall provide Novopharm with a non-binding, rolling twelve month forecast of the quantities of Products required. The Buyers shall notify Novopharm as promptly as practicable of any changes to the forecast.

4.2 ORDERS (a) The Buyers may place orders (each an "ORDER") for Products from time to time in accordance with this Article. With respect to each Product ordered, each Order shall specify: (i) the volume and type of the Product required; (ii) the required delivery date; and (iii) the place of delivery.

(b) Orders may be placed by telephone, facsimile or mail.

(c) The Buyers will use good faith efforts to ensure that Orders are materially consistent with the forecast delivered in accordance with Section 4.1, as the same may be reasonably amended by the Buyers from time to time.

(d) Each Order must be placed at least 90 Business Days prior to the delivery date specified in the Order.

(e) Novopharm must confirm an Order to the applicable Buyer within five Business Days after receipt of the Order from such Buyer and confirm the date of delivery.

If the delivery date is unacceptable, such Buyer must notify Novopharm within 5 days that the order is cancelled.

4.3 PACKAGING AND LABELLING. The Products shall be sold in bulk or strip form. Novopharm shall ensure that packaging and labeling of the bulk and strip products conforms to all applicable regulations.

4.4 DELIVERY. All Products supplied under this Agreement shall be shipped FOB Novopharm Toronto. The applicable Buyer shall pay all freight, insurance charges, taxes, import and export duties, inspection fees and other charges applicable to the sale and transport of the Products purchased by the applicable Buyer hereunder. Novopharm must use all commercially reasonable efforts to deliver the Product to the applicable Buyer by the time specified in the relevant Order. Novopharm shall package the Products and use a mode of transportation that assures that the products meet all applicable Specifications when delivered for shipment.

4.5 PURCHASE ORDER TERMS. The terms and conditions of this Agreement shall be controlling over any terms and conditions included in the documents used by the Buyers in placing Orders or by Novopharm in accepting or confirming orders.

4.6 TITLE TO PRODUCTS. Title to the Products manufactured by Novopharm shall pass to the applicable Buyer on the earlier of payment by the applicable Buyer or delivery to the applicable Buyer in accordance with the Order pursuant to which such delivery is made.

ARTICLE 5: RETURNS AND RECALLS

If at any time any Buyer believes that its finished goods should be recalled and/or be the subject of a notification to a governmental authority because any of the relevant Products shall have failed to meet its Specifications or was otherwise noncompliant, such Buyer shall promptly notify Novopharm in writing of such belief and provide to Novopharm all information it has received in connection therewith.

If at any time Novopharm believes that any finished goods should be recalled and/or be the subject of a notification to a governmental authority because the relevant Products shall have failed to meet Specifications or were otherwise noncompliant, Novopharm shall promptly notify the appropriate Buyer in writing of such belief and provide to such Buyer all information it has received in connection therewith.

The appropriate Buyer shall, at Novopharm's sole cost and expense, be responsible for conducting any recall that is initiated and for complying with any and all regulatory requirements applicable to any such recall. Novopharm shall assist such Buyer by providing information reasonably needed by such Buyer to conduct such recall and to comply with regulatory requirements.

ARTICLE 6: PRICE AND PAYMENT TERMS

6.1 PURCHASE PRICE. The price for the Products sold by Novopharm to the Buyers pursuant to Section 2.1(a) hereunder shall be as set forth, with respect to the Granutec Products, in Schedule A hereto, and with respect to the Stanley Products, in Schedule B hereto. The prices set forth in Schedule A shall be applicable for a period of one (1) year and in Schedule B shall be applicable for a period of 120 days, each from the Effective Date of this Agreement and thereafter the price for each Product shall be as agreed upon by the parties to this Agreement from time to time.

6.2 SALES AND USE TAXES. Novopharm shall be solely responsible for the payment of all federal, state or local sales, use or value-added tax, excise or similar charge, or other tax assessment assessed or charged on the sale of Products sold pursuant to this Agreement.

6.3 PAYMENT. Each month Novopharm shall deliver to each Buyer an invoice for all Products delivered during the prior calendar month. Payment is due and payable within 30 days of the end of the month in which the invoice is sent by Novopharm to the applicable Buyer in respect of the Products manufactured and delivered by Novopharm and will be made by check made payable to Novopharm. Any amount invoiced by Novopharm pursuant to this Section 6.3 shall, beginning 30 days after the end of the month in which such amount is invoiced, bear interest at the Canadian Prime Rate plus 3% per annum.

ARTICLE 7: DEVELOPMENT COSTS

7.1 ACCESS TO INFORMATION. Novopharm must, during the term of this Agreement, retain, and allow the Buyers access, on reasonable notice, to information relating to the Development Costs, for the purpose only of verifying those costs and changes in them.

7.2 MINIMIZATION OF DEVELOPMENT COSTS. Novopharm shall take commercially reasonable steps to minimize the Development Costs which may be incurred by Novopharm in performing their obligations under this Agreement.

ARTICLE 8: FORCE MAJEURE

Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from a Force Majeure Event. Upon the occurrence of a Force

Majeure Event, the party failing or delaying performance, shall promptly notify the other party, in writing, setting forth in reasonable detail the nature of the occurrence, its expected duration and how such party's performance is affected. In the event of the applicability of this Section 8.1, the party failing or delaying performance shall use its commercially reasonable efforts to eliminate, cure and overcome any such causes and resume performance of its obligations as quickly as possible. In the event a delay in or failure of performance by Novopharm in the delivery of Products to any Buyer ordered pursuant to Section 2.1(b) or 4.2 extends for more than 10 days, the affected Buyer may cancel the applicable order and obtain the Product from a Third Party.

ARTICLE 9: REPRESENTATIONS WARRANTIES

9.1 NOVOPHARM REPRESENTATIONS WARRANTIES. Novopharm represents and warrants to the Buyer as follows:

(a) The Products supplied pursuant to this Agreement will conform with the applicable Specifications and will be manufactured in accordance with the applicable cGMP.

(b) The Products supplied by Novopharm under this Agreement and the methods, facilities and controls used for the receipt, manufacturing and packaging of the Products will comply with all representations, warranties and requirements of or implied by any applicable laws, regulations, rules and orders of any governmental authority, including, without limitation, the US Act and the Canadian Act.

(c) Without limiting the foregoing, all shipments or other deliveries of the Products by Novopharm to the Buyers is hereby guaranteed by Novopharm, as of the date of such shipment or delivery, to be, on such date, (i) in the case of the Granutec Products shipped to the US Buyers, not adulterated or misbranded within the meaning of the US Act, and not an article which may not, under the provisions of such act, be introduced into interstate commerce, and (ii) in the case of Stanley Products shipped to the Canadian Buyers, not in violation of the Canadian Act or any applicable governmental approval or law.

(d) The Products supplied pursuant to this Agreement will not infringe the rights of any person or entity.

(e) Novopharm is registered with the FDA as follows:

USA

Registered Drug Establishment Number

Labeler Code Assignment Number

The Manufacturing Facility Location

Contact

Title

Phone

CANADA

Registered Drug Establishment Number

Labeler Code Assignment Number

The Manufacturing Facility Location

Contact

Title

Phone

(f) Novopharm hereby certifies that it did not and will not use in any capacity the services of any person debarred under section 306 of the US Act.

9.2 DELIVERY OF PRODUCT. Novopharm represents, warrants and undertakes to the Buyers that each of the statements in Section 9.1 will be true and correct on each date Novopharm delivers Products pursuant to this Agreement as if made on and as at that date.

9.3 PRODUCT CONFORMITY. If any Product sold and delivered hereunder shall, in any material respect, fail to conform to the provisions of this Agreement, or to meet the Specifications for such Product, Novopharm shall provide the applicable Buyer, at such Buyer's option, with either a full refund of the purchase price for such nonconforming Product (including all freight, insurance charges, taxes, import and export duties, inspection fees and other charges) or an equal quantity of Product as replacement therefor. In addition, the Buyers shall have the right, by written notice to Novopharm, to terminate Section 2.1 of this Agreement. This Section 9.3 shall in no way limit or affect the indemnification obligations of Novopharm as provided in Section 12.2.

ARTICLE 10: INSURANCE

Each party shall maintain comprehensive general liability insurance, including contractual liability insurance and product liability insurance, of at least ten million dollars ($10,000,000) for the term of this Agreement and thereafter, for so long as it customarily maintains insurance for itself for similar products and activities.

ARTICLE 11: CONFIDENTIALITY AND PUBLICATION

11.1 CONFIDENTIAL INFORMATION. The terms of this Agreement and all Offers delivered hereunder and all technical and processing data, information and knowledge related to the Products, including, without limitation, any manufacturing processes or methods, analytical methods, quality control and safety data, the Approved ANDAs for each of the Granutec Products and the DINs for the Stanley Products, whether in oral, written or graphic form, and identified in writing by the disclosing party as confidential shall be deemed and included in the definition of "Confidential Information".

Neither party shall use, disclose or grant the use of the Confidential Information except on a need-to-know basis to those directors, officers, employees, consultants, contractors, (sub)licensees or permitted assignees, to the extent that such disclosure is reasonably necessary in connection with such party's activities as expressly authorized by this Agreement.

To the extent that disclosure is authorized by this Agreement, prior to disclosure, each party hereto shall obtain agreement of any such person to hold in confidence and not make use of the Confidential Information for any purpose other than those permitted by this Agreement. Both parties shall take the same precautions as it normally takes with its own Confidential Information to prevent disclosure to third parties. The Confidential Information shall not be disclosed during the term of this Agreement, and for a period of five (5) years following the expiration or termination of the Agreement.

11.2 PERMITTED DISCLOSURES. The confidentiality obligations contained herein shall not apply to the extent that (A) any party is required to disclose Confidential Information pursuant to applicable law, regulation or order of a governmental agency or court of competent jurisdiction, but only to the extent required to be disclosed; PROVIDED that the disclosing party notifies the other party in writing and gives the other party reasonable time to comment on or contest the same prior to disclosure; or (B) the disclosing party can demonstrate that (I) the disclosed information was public knowledge prior to, at the time of or after disclosure other than through unauthorized acts or omissions of the disclosing party; (II) the information was previously disclosed to the recipient on an unrestricted basis from a third party source unrelated to any party to this Agreement and not under a duty of confidentiality to the non-disclosing party; or (III) the disclosed information was independently developed by the recipient without use of Confidential Information as evidenced by written records.

11.3 PUBLICATION. Neither party shall disclose to Third Parties nor originate any publicity, news release or public announcement, written or oral, whether to the public, the press, stockholders or otherwise, referring to the existence of or relating to the terms of this Agreement, without prior written consent of the other party.

ARTICLE 12: TERMINATION, TERM

12.1 TERMINATION.

12.1.1 BREACH. In the event Novopharm commits a breach or defaults in the performance or observance of any of the provisions of this Agreement, and such breach is not cured within twenty (20) days after the receipt of written notice thereof from the other party specifying such breach or default or a petition in bankruptcy is filed by or against Novopharm, a receiver is appointed on account of Novopharm's insolvency, or Novopharm makes a general assignment for the benefit of its creditors, the Buyers shall be entitled to terminate all or any provision of this Agreement upon an additional thirty (30) days written notice to the breaching or defaulting party, PROVIDED, HOWEVER, that either party shall be entitled to seek specific performance of this agreement without prejudice to such party's right to also seek damages or such other legal remedies to which such party may otherwise be entitled.

12.1.2 OBLIGATION TO PAY. The termination or expiration of this Agreement shall not release the Buyers from the obligation to pay any sum owed to Novopharm for Products delivered prior to any such termination or expiration.

12.1.3 Notwithstanding any termination or expiration of this Agreement, the provisions of Articles 3.2, 11, and 13 shall remain in effect.

12.1.4 Notwithstanding anything to the contrary in this Agreement, subject to Section 12.1.3, this Agreement shall terminate (4) four years from the Effective Date.

ARTICLE 13: LIABILITY AND INDEMNIFICATION

13.1 The Buyers shall indemnify, defend and hold Novopharm, its affiliates, officers, directors and shareholders, and its successors and assigns and their respective officers, directors, employees, agents, advisers, representatives (collectively, "NOVOPHARM INDEMNIFIED PARTIES") from and against, and pay or reimburse the Novopharm Indemnified Parties for any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including product returns or recalls, out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of the rights hereunder (collectively, "LOSSES") to the extent such Losses result from or arise out of any failure of any Buyer to perform any covenant or agreement made or contained in this Agreement or fulfill any other obligation in respect thereof.

13.2 Novopharm shall indemnify, defend and hold the Buyers, their affiliates, officers, directors and shareholders, and their successors and assigns and their respective officers, directors, employees, agents, advisers, representatives (collectively, the "BUYER INDEMNIFIED PARTIES") from and against, and pay or reimburse the Buyers Indemnified Parties for any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including product returns or recalls (subject to Article 5) out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of the rights hereunder (collectively, "LOSSES") to the extent such Losses result from or arise out of (A) Novopharm's negligent or wilful misconduct in its performance under this Agreement, (B) any inaccuracy in any representation or warranty by Novopharm when made or deemed made or contained in this Agreement or in connection therewith; or (C) any failure of Novopharm to perform any covenant or agreement made or contained in this Agreement or fulfill any other obligation in respect thereof.

13.3 The party seeking indemnification (the "INDEMNIFIED PARTY") hereunder shall notify promptly in writing the party from whom indemnity is sought (the "INDEMNIFYING PARTY") of any matter for which indemnity is sought and shall give the Indemnifying Party full information and assistance for the defense of any such claim. The Indemnifying Party shall pay all damages and costs awarded against the Indemnified Party but shall not be responsible for any settlement made by the Indemnified Party without the Indemnifying Party's written consent (which shall not be unreasonably withheld).

ARTICLE 14: MISCELLANEOUS

14.1 ENTIRE AGREEMENT. This Agreement and the attached Schedules set forth the entire understanding between the parties with respect to the subject matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made are expressly superseded by this Agreement. This Agreement may not be modified or amended except in writing signed by both parties.

14.2 WAIVER. The waiver by either party of any right hereunder or the failure to perform or of a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise.

14.3 SEVERABILITY. If and to the extent that any particular provision of this Agreement is found to be void, voidable or unenforceable for any reason whatsoever, then such provision or provisions shall be deemed severed from the remainder of this Agreement and all other provisions hereof shall remain in full force and effect. Such severed provisions shall be replaced with a revised written provision agreed to by the parties which accomplishes, to the extent possible, the business purpose of the original provision in a valid and enforceable manner.

14.4 RELATIONSHIP. It is expressly agreed that Novopharm and the Buyers shall be independent contractors and nothing in this Agreement shall create among the parties a partnership, joint venture or agency. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior express written consent of the other party to do so.

14.5 NO CONFLICT. Each party represents that neither this Agreement nor any of its obligations hereunder shall conflict or result in a breach of any arrangement or agreement between such party and any Third Party.

14.6 OFFICIAL LANGUAGE. The official language of this Agreement, and of all consents, notices and reports required or permitted to be given or made under this Agreement, shall be English.

14.7 HEADINGS. The headings of each article in this Agreement are for reference and convenience and shall not affect the meanings of the provisions of the Agreement.

14.8 NOTICES. Any consent, notice or report required or permitted to be given or made under this Agreement by one of the parties to the other shall be in writing, delivered by registered or certified mail, postage prepaid, or by facsimile and confirmed by mail and addressed to such other party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addresser:

If to Novopharm:


Attention:
Copy to:

If to Buyers:


Attention:

All notices shall be deemed to be effective five days after the date of mailing or upon receipt if sent by telex or facsimile (but only if followed by certified or registered confirmation).

14.9 BENEFIT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns.

14.10 DOLLAR CURRENCY. All dollar amounts referred to in this Agreement and in Schedule A attached hereto are in lawful money of the United States. Dollar amounts referred to in Schedule B are in Canadian dollars.

14.11 GOVERNING LAW. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

14.12 NO THIRD PARTY BENEFICIARIES. Except as provided in Section 13 with respect to indemnification of Indemnified Parties hereunder, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective heirs, successors and permitted assigns.

14.13 ASSIGNMENT. This Agreement shall not be assignable or otherwise transferable by any party hereto without the prior written consent of, in the case of assignment or transfer by Novopharm, the Buyers and, in the case of assignment or transfer by any Buyer, Novopharm, PROVIDED that any Buyer may assign this Agreement to any Affiliate of such Buyer, and PROVIDED, further, that each Buyer remains obligated for performance under the terms of this Agreement notwithstanding any assignment to any Affiliate.

14.14 REMEDIES. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights and remedies either party may have otherwise have at law or in equity.

14.15 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

14.16 PRIORITY. Novopharm undertakes to treat the Buyers as its preferred customers and to give priority to the Buyers over all other of Novopharm's customers in respect of inventories and production and development resources during the term of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.