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Agreement - KV PHARMACEUTICAL CO /DE/ - 6-27-2003 by KVA-Agreements

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									Exhibit 10(tt) AGREEMENT BETWEEN FEMMEPHARMA, INC. AND K-V PHARMACEUTICAL COMPANY This Agreement is entered into as of the 18th day of April 2002 by and between FEMMEPHARMA, INC. ("FemmePharma"), 37 West Avenue, Suite 101, Wayne, Pennsylvania 19087, and K-V PHARMACEUTICAL COMPANY ("KV"), 2503 South Hanley Road, St. Louis, Missouri 63144. A. FemmePharma is the owner of certain technology and patent rights applicable to intravaginal products containing Danazol and vaginal anti-infective products. B. In the course of obtaining the regulatory approvals contemplated in this Agreement, and during the term of this Agreement, FemmePharma may develop certain inventions and other proprietary rights relating to the manufacture, use and sale of intravaginal products containing Danazol and vaginal anti-infective products and FemmePharma is willing to grant KV an exclusive license for the manufacture, use and sale of intravaginal products containing Danazol and vaginal anti-infective products, and KV desires to acquire the same from FemmePharma. Therefore, in consideration of the mutual covenants and agreements contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FemmePharma and KV, intending to be legally bound, agree as follows: 1. DEFINITIONS. As used herein, capitalized terms shall have the respective meanings set forth below. "Act" means the United States Federal Food, Drug, and Cosmetic Act, as amended, and rules and regulations thereunder. "Affiliate" of a Person means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of this definition, "control" (and, with correlative meanings, the terms "controlled by" and "under common control with") shall mean the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting stock, by contract or otherwise. In the case of a corporation or other entity "control" shall be presumed to exist by, among other things, the direct or indirect ownership of more than fifty percent (50%) in voting power of its outstanding voting stock, or other voting rights. "Anti-infective Product" means any product used for the treatment of candidiasis, bacterial vaginosis or trichomoniasis, whether such conditions are described by such terms or any other terminology. "Claim" means any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and expenses). "Commercially Reasonable" shall mean reasonable efforts and diligence in developing and commercializing a Product in accordance with a party's business, legal, medical and scientific judgment, such reasonable efforts and diligence to be no less than the efforts and resources the party would use for a product owned by it or to which it has rights, which is of similar market potential at a similar stage in its product life, taking into account the competitiveness of the marketplace, the proprietary position of the compound, the regulatory structure involved, the profitability of the applicable products, and other relevant factors including, without limitation, technical, legal, scientific or medical factors. "Confidential Information" is defined in Section 12.1.

"Claim" means any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and expenses). "Commercially Reasonable" shall mean reasonable efforts and diligence in developing and commercializing a Product in accordance with a party's business, legal, medical and scientific judgment, such reasonable efforts and diligence to be no less than the efforts and resources the party would use for a product owned by it or to which it has rights, which is of similar market potential at a similar stage in its product life, taking into account the competitiveness of the marketplace, the proprietary position of the compound, the regulatory structure involved, the profitability of the applicable products, and other relevant factors including, without limitation, technical, legal, scientific or medical factors. "Confidential Information" is defined in Section 12.1. "Danazol" has the meaning ascribed thereto in The Merck Index, 12th Edition (1996, 1997). "Danazol Product" is defined under the definition of KV Product. "DMF" means the Drug Master File, as defined at 21 C.F.R. Section 314.420, for any Product or any manufacturing facility of KV at which a Product is manufactured. "Existing Patent" means any issued patent which falls within (a) or (b) of the definition of Patent Rights. "Fair Market Value" means the cash consideration which the selling party would realize from an unaffiliated, unrelated buyer in an arm's length sale of an identical item sold in the same quantity and at the same time and place of transaction. "FDA" means the United States Food and Drug Administration. "FemmePharma Improvements" means any Technology discovered, developed or otherwise owned, acquired or controlled by FemmePharma or its Affilitates before or during the Term (except as covered by the Existing Patents). "FemmePharma Indemnitee" means FemmePharma and its Affiliates and their directors, officers, employees, agents, professional consultants, successors and assigns. "FemmePharma Product(s)" means all products other than KV Products. "FemmePharma Technology" means all Technology owned or controlled by FemmePharma or its Affiliates before or during the Term. "FemmePharma Territory" is defined in Section 2.1(b)(i). 2 "Gross Profit" means Net Sales minus cost of goods sold (calculated in accordance with generally accepted accounting principles). "IND" means an Investigational New Drug submission under the Act or any equivalent submission in other countries within the Territory. "Initial Product" means the first Danazol Product that meets the Initial Product Criteria and on which an NDA is contemplated to be obtained under this Agreement. "Initial Product Criteria" means the criteria for the Initial Product set forth in Appendix A. "Initial Sale" and "Initial Sale Date" are defined in Section 4.2(b).

"Gross Profit" means Net Sales minus cost of goods sold (calculated in accordance with generally accepted accounting principles). "IND" means an Investigational New Drug submission under the Act or any equivalent submission in other countries within the Territory. "Initial Product" means the first Danazol Product that meets the Initial Product Criteria and on which an NDA is contemplated to be obtained under this Agreement. "Initial Product Criteria" means the criteria for the Initial Product set forth in Appendix A. "Initial Sale" and "Initial Sale Date" are defined in Section 4.2(b). "KV Improvement" means any Technology relating to a Danazol Product discovered, developed, owned, acquired or controlled by KV or its Affiliates during the Term. "KV Improvement Notice" is defined in Section 2.1(b)(i). "KV Improvement Product" is defined in Section 2.1(b)(i). "KV Indemnitee" means KV and its Affiliates and their directors, officers, employees, agents, professional consultants, successors and assigns. "KV Product" means any: (i) intravaginally administered product containing Danazol or any analogue, salt, ester, prodrug, isomer, derivative or metabolite of Danazol (a "Danazol Product"), and (ii) Anti-infective Product. "Marketing Year" means the period from the Initial Sale Date through the 12 month period commencing on the first day of the calendar month following the Initial Sale Date and each 12 month period thereafter. "NDA" means a New Drug Application filed with the FDA seeking permission to market the applicable product in interstate commerce in the United States which meets the requirements of the Act or any equivalent application made in any country in the Territory. "Net Sales" means the gross amount (including the Fair Market Value of any non-cash consideration) invoiced by KV and its Affiliates for sales of KV Products to third parties (excluding sales to Affiliates and sublicensees), less uncollected accounts receivable (charged off in accordance with KV's normal charge-off policies) and qualifying costs directly attributable to such sales and actually identified on the invoice or otherwise contractually borne by KV or its Affiliates. Such qualifying costs shall be limited to the following: (i) Discounts, rebates, chargebacks, reimbursements, allowances, adjustments and third party administrative fees, in amounts customary in the trade, for quantity 3

purchases and prompt payments, for wholesalers, distributors and retailers, and for governmental agencies and managed care providers; (ii) Credits, adjustments, allowances and refunds, not exceeding the original invoice amount, for claims, rejections, recalls and returns; (iii) Prepaid outbound or return transportation, packaging, handling and warehousing expenses and transportation insurance premiums; (iv) Sales, use and excise taxes, tariffs, duties, surcharges and other fees imposed by a government or governmental agency; and

purchases and prompt payments, for wholesalers, distributors and retailers, and for governmental agencies and managed care providers; (ii) Credits, adjustments, allowances and refunds, not exceeding the original invoice amount, for claims, rejections, recalls and returns; (iii) Prepaid outbound or return transportation, packaging, handling and warehousing expenses and transportation insurance premiums; (iv) Sales, use and excise taxes, tariffs, duties, surcharges and other fees imposed by a government or governmental agency; and (v) Retroactive price reductions and shelf stock adjustments. Components of Net Sales shall be determined using the accrual method of accounting in accordance with generally accepted accounting principles applied in a manner consistent with a party's customary practices. "Non-serious adverse event" has the meaning set forth in Section 10.6. "Patent Assignment" is defined in Section 2.8(a). "Patent Rights" means: (a) U.S. Patent No. 5,993,856, issued November 30, 1999, entitled "PHARMACEUTICAL PREPARATIONS AND METHODS FOR THEIR ADMINISTRATION", (b) U.S. Patent Application No. 09/355,213, filed 7/23/99, entitled "PHARMACEUTICAL PREPARATIONS AND METHODS FOR THEIR REGIONAL ADMINISTRATION," and (c) all patents and patent applications having one or more claims covering any KV Product or the preparation or use of any KV Product owned or controlled by FemmePharma or its Affiliates in the present or in the future and filed or having legal force in any country in the Territory. Each of the foregoing shall include any and all patents and patent applications in the world corresponding to the foregoing patents and patent applications, including but not limited to any and all equivalents, provisional applications (including but not limited to U.S. Provisional Application No. 60/036,727, filed January 24, 1997, and U.S. Provisional Application No. 60/052,578, filed July 15, 1997), non-provisional applications, continuations, continuations-inpart, divisionals, reissues, reexaminations, substitutions, international applications, national phase applications, regional phase applications, registrations, confirmations, renewals, petty patent applications, and utility model applications, that may be filed in the United States and every foreign country, and the patents, extensions (including, without limitation, patent term extensions and supplementary protection certificates), counterparts or derivations thereof, both foreign and domestic, that may issue thereon having one or more claims covering any KV Product or the preparation or use of any KV Product. "Person" means any individual, partnership, corporation, limited liability company, firm, association, unincorporated organization, joint venture, trust or other entity. "Phase II Studies" is defined in Section 2.2. 4 "Phase III Studies" is defined in Section 2.2. "Serious adverse event" has the meaning set forth in Section 10.6. "Specifications" means all manufacturing and quality control and assurance procedures, processes, practices, standards, instructions and specifications applicable to the manufacture and packaging of any KV Product, including (but not limited to) the Initial Product Criteria, as the same shall be amended to meet applicable regulatory requirements, and as included in an approved NDA for the KV Product, as amended from time to time. "Stock Purchase Agreement" means the Stock Purchase Agreement entered into between FemmePharma and KV contemporaneously with this Agreement.

"Phase III Studies" is defined in Section 2.2. "Serious adverse event" has the meaning set forth in Section 10.6. "Specifications" means all manufacturing and quality control and assurance procedures, processes, practices, standards, instructions and specifications applicable to the manufacture and packaging of any KV Product, including (but not limited to) the Initial Product Criteria, as the same shall be amended to meet applicable regulatory requirements, and as included in an approved NDA for the KV Product, as amended from time to time. "Stock Purchase Agreement" means the Stock Purchase Agreement entered into between FemmePharma and KV contemporaneously with this Agreement. "Technology" means public and nonpublic technical or other information, trade secrets, know-how, processes, formulations, concepts, ideas, preclinical, clinical, pharmacological or other data and testing results, all experimental or test methods, laboratory notebooks, results, assays, descriptions, all scientific plans, depictions, inventions, processes, manufacturing methods, physical and analytical safety, testing and quality control data and results, customer lists, marketing information, sales information, and any other written, printed or electronically stored information and materials and any and all other intellectual property, including Patent Rights, of any nature whatsoever; in each case as and to the extent, but only as and to the extent, the same relates to a KV Product. "Term" is defined in Section 8.1. "Territory" means the countries and other geographic areas set forth in Appendix B. "Third Party(ies)" means any Person other than FemmePharma or any Affiliate of FemmePharma. "Time and Events Schedule" is defined in Section 2.2. "Trademark" means the trademark PARDEL(TM). 2. LICENSE; CLINICALS; REGULATORY APPROVAL. 2.1. Grant of Licenses; Use of Trademarks. (a) FemmePharma Grant of License. (i) Subject to the terms and conditions of this Agreement, FemmePharma hereby grants to KV the exclusive right, license, with a right to sublicense as provided in this Agreement, and privilege to use the Patent Rights and FemmePharma Technology in the Territory to make, have made, import, use, offer for sale, sell, market, 5

distribute, reproduce and otherwise exploit the KV Products, but not the FemmePharma Products. (ii) FemmePharma expressly retains all rights to the Patent Rights and FemmePharma Technology, except to the extent explicitly granted to KV herein. (iii) FemmePharma hereby grants to KV the right to license or sublicense the Patent Rights and FemmePharma Technology relating to the KV Products, but not the FemmePharma Products, to any Affiliates of KV and any third party in connection with the performance of KV's rights, license, privileges and obligations under this Agreement, provided that: (A) No license or sublicense shall in any way diminish, reduce or eliminate any of KV's obligations to FemmePharma under this Agreement and KV shall remain primarily liable for such obligations; (B) KV shall obtain FemmePharma's prior written approval of the license, sublicense or assignment of KV's rights and obligations hereunder to TAP Pharmaceutical Products Inc., AstraZeneca PLC, Pharmacia

distribute, reproduce and otherwise exploit the KV Products, but not the FemmePharma Products. (ii) FemmePharma expressly retains all rights to the Patent Rights and FemmePharma Technology, except to the extent explicitly granted to KV herein. (iii) FemmePharma hereby grants to KV the right to license or sublicense the Patent Rights and FemmePharma Technology relating to the KV Products, but not the FemmePharma Products, to any Affiliates of KV and any third party in connection with the performance of KV's rights, license, privileges and obligations under this Agreement, provided that: (A) No license or sublicense shall in any way diminish, reduce or eliminate any of KV's obligations to FemmePharma under this Agreement and KV shall remain primarily liable for such obligations; (B) KV shall obtain FemmePharma's prior written approval of the license, sublicense or assignment of KV's rights and obligations hereunder to TAP Pharmaceutical Products Inc., AstraZeneca PLC, Pharmacia Corporation or Sanofi-Synthelabo Inc., or any Affiliate of any such entity, which approval shall not be unreasonably withheld; and (C) All obligations of KV to FemmePharma under this Agreement shall be binding upon the licensee or sublicensee as if the licensee or sub-licensee was a party to this Agreement, and the licensee or sub-licensee shall undertake in writing to perform all obligations to FemmePharma under this Agreement relevant to the rights and obligations assigned to and to be performed by such licensee or sub-licensee. (b) KV Grant of License to KV Improvements. (i) KV shall notify FemmePharma promptly in writing (a "KV Improvement Notice") of any KV Improvement which KV plans to commercialize (or which KV plans to incorporate in a Danazol Product to be commercialized) in the Territory (a "KV Improvement Product"). Upon the reasonable request of FemmePharma, KV shall also disclose such additional detailed data and information as may be relevant to the evaluation and understanding by FemmePharma of such KV Improvement Product; provided, however, that KV shall not be obligated to disclose its confidential proprietary technology or information until such time as FemmePharma determines that it wishes to market the KV Improvement Product. Further, any such disclosures by KV shall be subject to Section 12 of this Agreement. Subject to the terms and conditions of this Section 2.1 (b), KV hereby grants to FemmePharma an exclusive license (even as to KV) to import, use, offer for sale and sell any KV Improvement Product in each country outside the Territory in which FemmePharma is selling a Danazol Product or has substantive plans to sell a Danazol Product as of the date of the KV Improvement Notice and, in the case of such FemmePharma plans, thereafter commences the sale of a Danazol Product within 12 months of the later of: (A) the Initial Sale Date, or (B) the date of the KV Improvement Notice, or such later date as is not more than six months after the commencement of the sale of the Danazol Product in any country which has required the completion of 6

additional clinical studies to obtain regulatory approval of and sell the Danazol Product therein, provided FemmePharma or its licensee is continuing to use Commercially Reasonable efforts to obtain regulatory approval and commence the sale of the Danazol Product therein (the "FemmePharma Territory"). Notwithstanding the foregoing, any usage by FemmePharma of a KV Improvement Product in the FemmePharma Territory shall be solely at the election of FemmePharma. If FemmePharma proposes to sell any KV Improvement Product in the FemmePharma Territory, directly or through its licensee(s) in any country in the FemmePharma Territory, the parties shall use their mutual reasonable good faith efforts to negotiate and execute a license agreement which contains commercially reasonable terms and conditions for the marketing, sale and distribution of the KV Improvement Product by FemmePharma and/or its licensees in the FemmePharma Territory; provided, however, that it is recognized and agreed that KV cannot represent or warrant that a KV Improvement Product will be approvable by regulatory authorities in any other country or otherwise saleable outside the Territory, notwithstanding that it can be sold by KV in the Territory, and it shall be FemmePharma's responsibility to assure compliance with applicable regulatory and other requirements with respect to any such sales or proposed sales.

additional clinical studies to obtain regulatory approval of and sell the Danazol Product therein, provided FemmePharma or its licensee is continuing to use Commercially Reasonable efforts to obtain regulatory approval and commence the sale of the Danazol Product therein (the "FemmePharma Territory"). Notwithstanding the foregoing, any usage by FemmePharma of a KV Improvement Product in the FemmePharma Territory shall be solely at the election of FemmePharma. If FemmePharma proposes to sell any KV Improvement Product in the FemmePharma Territory, directly or through its licensee(s) in any country in the FemmePharma Territory, the parties shall use their mutual reasonable good faith efforts to negotiate and execute a license agreement which contains commercially reasonable terms and conditions for the marketing, sale and distribution of the KV Improvement Product by FemmePharma and/or its licensees in the FemmePharma Territory; provided, however, that it is recognized and agreed that KV cannot represent or warrant that a KV Improvement Product will be approvable by regulatory authorities in any other country or otherwise saleable outside the Territory, notwithstanding that it can be sold by KV in the Territory, and it shall be FemmePharma's responsibility to assure compliance with applicable regulatory and other requirements with respect to any such sales or proposed sales. (ii) It is expressly understood and agreed to by the parties that upon the incorporation of a KV Improvement into a Danazol Product sold in the Territory by KV or any Affiliate, licensee or sublicensee of KV (pursuant to a license or sublicense from KV or its Affiliate), such KV Improvement will be considered part of the Danazol Product for purposes of the calculation of the royalties payable by KV to FemmePharma on Net Sales of the Danazol Product under Section 4.2(d)(i). (iii) KV shall have the right to market and sell any KV Improvement Product in any country outside both the Territory and the FemmePharma Territory. In the event KV markets and sells a KV Improvement Product outside the Territory itself or through its Affiliate, KV will pay FemmePharma a royalty equal to 5% of its Net Sales thereof outside the Territory. If KV or its Affiliate markets and sells a KV Improvement Product outside the Territory through a licensee or sublicensee, then KV shall pay FemmePharma a percentage of amounts received by KV with respect to the KV Improvement Product, calculated in the same manner as provided in the last sentence of Section 4.2(g)(i) with respect to Anti-Infective Products. (c) License of Trademark. (i) Subject to the terms and conditions of this Agreement, FemmePharma hereby grants to KV the perpetual fully-paid exclusive right and license to use and sublicense the Trademark and goodwill associated therewith in connection with the manufacture, use or sale of any KV Product in the Territory. Subject to the limited right of use granted in this Section, all title to and ownership of the Trademark shall remain with FemmePharma. (ii) Notwithstanding the provisions of Section (i) above or any other provision of this Agreement, KV shall have no obligation to use or display the Trademark in connection with the manufacture, use, offer for sale, import or sale of any KV Product and 7

FemmePharma shall have no interest or rights in any trademarks or other marks used by KV in connection with the sale of any KV Product. (iii) Any use or display of the Trademark by KV shall be in or consistent with the form, if any, provided by FemmePharma, and KV shall fully comply with all reasonable guidelines, if any, communicated by FemmePharma concerning the use of the Trademark. (iv) KV shall not utilize the Trademark in any manner that could reasonably be expected to have a material adverse effect upon the goodwill of FemmePharma associated with the Trademark. 2.2. Initial Product Completion and Approval. Upon the execution of this Agreement FemmePharma agrees, according to the Time and Events Schedule set forth in Appendix C (the "Time and Events Schedule"), but subject to such delays as are caused by changes in the requirements of the FDA applicable to the clinical studies or other requirements for obtaining FDA approval of the Initial Product, but in any event in each case not later than 90 days following the respective dates for each event set forth in the Time and Events Schedule:

FemmePharma shall have no interest or rights in any trademarks or other marks used by KV in connection with the sale of any KV Product. (iii) Any use or display of the Trademark by KV shall be in or consistent with the form, if any, provided by FemmePharma, and KV shall fully comply with all reasonable guidelines, if any, communicated by FemmePharma concerning the use of the Trademark. (iv) KV shall not utilize the Trademark in any manner that could reasonably be expected to have a material adverse effect upon the goodwill of FemmePharma associated with the Trademark. 2.2. Initial Product Completion and Approval. Upon the execution of this Agreement FemmePharma agrees, according to the Time and Events Schedule set forth in Appendix C (the "Time and Events Schedule"), but subject to such delays as are caused by changes in the requirements of the FDA applicable to the clinical studies or other requirements for obtaining FDA approval of the Initial Product, but in any event in each case not later than 90 days following the respective dates for each event set forth in the Time and Events Schedule: (a) Phase II Studies. That FemmePharma has obtained an approved IND and shall promptly commence and obtain completed Phase II Studies of the Initial Product according to the protocol, clinical plan and clinicians set forth in Appendix D, as the same may be amended upon mutual agreement of the parties as and to the extent necessary to obtain regulatory approval of the Initial Product. During the period during which such studies are being conducted, KV shall have the right to visit, upon one business day's notice to FemmePharma, the clinical study sites which are participating therein and to review and discuss the work records and the progress and results of the studies with the clinicians involved in the studies. FemmePharma also agrees to provide KV with copies of any reports or correspondence with such clinical study sites and clinicians relating to the conduct of the studies or results thereof. FemmePharma shall obtain and provide KV with a full written report of the Phase II Studies, including the results and conclusions thereof, and three original copies of the full and final written clinical report and statistical analysis of the Phase II Studies, addressed to KV. If the results of the Phase II Studies do not meet the parameters set forth in Appendix A and Appendix D, KV shall have the right to terminate this Agreement with respect to the Danazol Product and thereupon KV shall have no further rights or obligations under this Agreement with respect to the Danazol Product (which termination shall not affect the remaining rights and obligations of the parties hereunder with respect to the anti-infective products) upon written notice of such termination to FemmePharma at any time within the 30 day period immediately succeeding the delivery to KV of the final Phase II clinical report. For these purposes, "Phase II Studies" shall mean a clinical study comprising patients with endometriosis to whom the Initial Product is administered in order to preliminarily assess the effectiveness of the Initial Product for endometriosis, the optimal dose thereof and regimen therefor, and the side effects associated with the Initial Product, all as further described in the meeting minutes delivered from the FDA to FemmePharma and in related regulatory documents, as the same shall be attached as part of Appendix D to this Agreement. 8 (b) Phase III Studies. If KV has not given notice of its intention to terminate this Agreement within the 30 day period contemplated in Section 2.2(a), that FemmePharma will commence and obtain Phase III Studies of the Initial Product (subject to the receipt of an adequate supply of Initial Product from KV to conduct the Phase III Studies, in accordance with the second sentence of Section 3.1) according to the protocol, clinical plan and clinicians set forth in Appendix E, as the same may be amended upon mutual agreement of the parties as and to the extent necessary to obtain regulatory approval of the Initial Product, which Phase III Studies shall be sufficient to obtain FDA approval of an NDA for the Initial Product. During the period during which such studies are being conducted, KV shall have the right to visit, upon one business day's notice to FemmePharma and only to the extent permitted under applicable FDA regulations, the clinical study sites which are participating therein and to review and discuss the work records and the progress and results of the studies with the clinicians involved in the studies. FemmePharma also agrees to provide KV with copies of any reports or correspondence with such clinical study sites and clinicians relating to the conduct of the studies or results thereof. FemmePharma shall obtain and provide KV with a full and final written clinical report and statistical analysis of the Phase III Studies, including the results and conclusions thereof, and three original copies of the final Phase III clinical report, addressed to KV. For

(b) Phase III Studies. If KV has not given notice of its intention to terminate this Agreement within the 30 day period contemplated in Section 2.2(a), that FemmePharma will commence and obtain Phase III Studies of the Initial Product (subject to the receipt of an adequate supply of Initial Product from KV to conduct the Phase III Studies, in accordance with the second sentence of Section 3.1) according to the protocol, clinical plan and clinicians set forth in Appendix E, as the same may be amended upon mutual agreement of the parties as and to the extent necessary to obtain regulatory approval of the Initial Product, which Phase III Studies shall be sufficient to obtain FDA approval of an NDA for the Initial Product. During the period during which such studies are being conducted, KV shall have the right to visit, upon one business day's notice to FemmePharma and only to the extent permitted under applicable FDA regulations, the clinical study sites which are participating therein and to review and discuss the work records and the progress and results of the studies with the clinicians involved in the studies. FemmePharma also agrees to provide KV with copies of any reports or correspondence with such clinical study sites and clinicians relating to the conduct of the studies or results thereof. FemmePharma shall obtain and provide KV with a full and final written clinical report and statistical analysis of the Phase III Studies, including the results and conclusions thereof, and three original copies of the final Phase III clinical report, addressed to KV. For these purposes, "Phase III Studies" shall mean a series of expanded controlled and uncontrolled, pivotal, multicenter (generally) clinical studies after adequate completion of Phase II Studies, comprising patients with endometriosis, to whom the Initial Product is administered in order to obtain sufficient efficacy and safety data to support regulatory submissions and labeling of the Initial Product. If the results of the Phase III Studies do not meet the parameters set forth in Appendix A and Appendix E, KV shall have the right to terminate this Agreement with respect to the Danazol Product and thereupon KV shall have no further rights or obligations under this Agreement with respect to the Danazol Product (which termination shall not affect the remaining rights and obligations of the parties hereunder with respect to the anti-infective products) upon written notice of such termination to FemmePharma at any time within the 30 day period immediately succeeding the delivery to KV of the final Phase III clinical report. (c) NDA. If KV has not given notice of its intention to terminate this Agreement with respect to the Danazol Product within the 30 day period contemplated in Section 2.2(b), that FemmePharma will use its commercially reasonable efforts to prepare and file an NDA for the Initial Product with the FDA within 150 days following the completion of the Phase III Studies, plus such additional time as is approved by KV as a result of unforeseen delays, which approval shall not be unreasonably withheld, and thereafter will use its reasonable commercial efforts to obtain FDA approval thereof; provided, however, that FemmePharma shall not be in breach of this Section 2.2(c) by reason of, and for the period of, any delay by FemmePharma in filing or obtaining approval of an NDA arising from: (i) a delay by KV in providing information for or otherwise taking any action required to be taken by KV in connection with KV or its Affiliate or their designee being named as the manufacturer and/or distributor of the Initial Product therein, or (ii) the inability of KV or its designee to qualify to be 9

named as the manufacturer of the Initial Product in the NDA or a failure of KV to pay any amounts payable under Sections 2.4 or 2.5 hereof. Upon receipt of FDA approval of an NDA for the Initial Product and payment of the amounts payable by KV to FemmePharma under Sections 4.2(a) and (b), FemmePharma will transfer the ownership of the NDA to KV. Notwithstanding the foregoing, however, from and after the termination of this Agreement by reason of the breach of this Agreement by KV, all right, title and interest in the NDA will be transferred to and vested solely in FemmePharma, and KV hereby assigns to FemmePharma all right, title and interest in the NDA effective as of such termination. (d) Costs. That, except as set forth in Sections 2.4 and 2.5 or otherwise expressly agreed to by KV, FemmePharma will pay the cost of obtaining the Phase II Studies and the Phase III Studies for the Initial Product and filing and obtaining approval of an NDA for the Initial Product, including (but not limited to) the cost of any required clinical batches of the Initial Product required for the conduct of the Phase II Studies. (e) KV Completion, Termination. If FemmePharma does not proceed according to the "Time and Events

named as the manufacturer of the Initial Product in the NDA or a failure of KV to pay any amounts payable under Sections 2.4 or 2.5 hereof. Upon receipt of FDA approval of an NDA for the Initial Product and payment of the amounts payable by KV to FemmePharma under Sections 4.2(a) and (b), FemmePharma will transfer the ownership of the NDA to KV. Notwithstanding the foregoing, however, from and after the termination of this Agreement by reason of the breach of this Agreement by KV, all right, title and interest in the NDA will be transferred to and vested solely in FemmePharma, and KV hereby assigns to FemmePharma all right, title and interest in the NDA effective as of such termination. (d) Costs. That, except as set forth in Sections 2.4 and 2.5 or otherwise expressly agreed to by KV, FemmePharma will pay the cost of obtaining the Phase II Studies and the Phase III Studies for the Initial Product and filing and obtaining approval of an NDA for the Initial Product, including (but not limited to) the cost of any required clinical batches of the Initial Product required for the conduct of the Phase II Studies. (e) KV Completion, Termination. If FemmePharma does not proceed according to the "Time and Events Schedule" set forth in Appendix C, other than by reason of: (i) such delays as are caused by changes in the requirements of the FDA applicable to the clinical studies or other requirements for obtaining FDA approval of the Initial Product, but in any event in each case not later than 90 days following the respective dates for each event set forth in the Time and Events Schedule with respect to the Initial Product; or (ii) any delay or failure by KV to pay any amount payable to FemmePharma under this Agreement or the Stock Purchase Agreement, to provide adequate supplies of the Initial Product for completion of Phase III Studies, to provide such information and otherwise take such steps as are necessary to qualify itself or its Affiliate or designee as the manufacturer of the Initial Product under the NDA therefor, or to otherwise perform in accordance with this Agreement, then, in addition to any other remedies available to KV therefor, KV shall have the right, in its sole discretion upon written notice to FemmePharma, to proceed therewith on behalf of FemmePharma. If KV does so, each of the royalties payable by KV under Section 4.2(d)(i) shall be reduced by 2% (e.g. from 8% to 6%), and any commercially reasonable out-of-pocket funds paid by KV therefor shall be repaid to KV by FemmePharma with interest thereon, calculated monthly at the representative prime rate of interest published from time to time in the Wall Street Journal, plus 3%, from: (A) amounts otherwise payable to FemmePharma by KV under this Agreement (with any deduction being applied first to the payment of accrued interest) and (B) if necessary, under the Stock Purchase Agreement; provided, however, that if any funds otherwise to be invested by KV in FemmePharma under the Stock Purchase Agreement are used for this purpose, the same shall be credited against the payment otherwise due under the Stock Purchase Agreement and shall not reduce the number of shares of FemmePharma Preferred Stock otherwise receivable by KV therefor under the Stock Purchase Agreement. 10 2.3. Reporting. No later than the 15th day after the end of each month (or the next business day if the 15th day is not a business day) prior to the completion of the clinical studies contemplated to be obtained by Section 2.2 and approval of an NDA for the Initial Product, FemmePharma agrees to submit to KV a written progress report detailing the work done by FemmePharma and progress and results of any clinical studies and regulatory applications during the prior month, including a review of compliance with the Time and Events Schedule. In addition, FemmePharma shall be available to consult with KV via telephone at any time during normal business hours during the clinical studies and regulatory approval period regarding the progress thereof. 2.4. Validation. KV shall be responsible, at its expense, for all process validation and analytical method development and validation necessary for the manufacture and sale of any KV Product by KV and/or its Affiliate (s), licensees, sublicensee(s) or subcontractor(s). 2.5. Other Regulatory Approvals.

2.3. Reporting. No later than the 15th day after the end of each month (or the next business day if the 15th day is not a business day) prior to the completion of the clinical studies contemplated to be obtained by Section 2.2 and approval of an NDA for the Initial Product, FemmePharma agrees to submit to KV a written progress report detailing the work done by FemmePharma and progress and results of any clinical studies and regulatory applications during the prior month, including a review of compliance with the Time and Events Schedule. In addition, FemmePharma shall be available to consult with KV via telephone at any time during normal business hours during the clinical studies and regulatory approval period regarding the progress thereof. 2.4. Validation. KV shall be responsible, at its expense, for all process validation and analytical method development and validation necessary for the manufacture and sale of any KV Product by KV and/or its Affiliate (s), licensees, sublicensee(s) or subcontractor(s). 2.5. Other Regulatory Approvals. (a) KV will be responsible for making all applications and obtaining all regulatory approvals necessary to the manufacture, importation, use and sale of any KV Product in any country in the Territory outside the United States in which KV or its Affiliates or their sublicensees expects to manufacture, import, use or sell any KV Product. FemmePharma will assist KV and its Affiliates and their sublicensees to the extent reasonably necessary in making such applications or obtaining such approvals, including the filing (where applicable) of separate applications or other filings, including patent applications, if reasonably necessary to obtain available patent protection and/or approval and to implement the manufacture, importation, use and sale of any KV Product in the Territory. (b) KV shall be responsible for filing and maintaining all documentation and other information required by any state, territory or possession (including Puerto Rico) of the United States for the purpose of listing any KV Product on each such state's or territory's or possession's formulary, and obtaining such other approvals as may be necessary to market any KV Product in each state, territory or possession. 2.6. Commercialization. (a) KV agrees to cause the initial commercial introduction and sale of the Initial Product to occur in the United States, directly or through its Affiliate(s), promptly upon FDA approval of an NDA for the Initial Product, and thereafter to use its Commercially Reasonable efforts to market the Initial Product in the Territory and otherwise to continue or cause the continuation of the active marketing, promotion and sale of the Initial Product during the term of this Agreement. KV agrees to position and promote the Initial Product, through a minimum sales force of 150 representatives, with the same or greater level of diligence, marketing, sales effort and promotion as it would apply to other similar new products marketed by KV, both upon initial market introduction and thereafter. In addition, KV agrees to use its Commercially Reasonable efforts, subsequent to the Initial Sale, to market, sell and promote the Initial Product, directly or through sublicensees, in all other countries in the Territory, it being understood that KV's commitment to do so is a material element of this Agreement. 11

(b) (i) KV hereby grants FemmePharma a non-exclusive right to co-promote the Initial Product to reproductive endocrinologists in the United States and its territories and possessions (including Puerto Rico). FemmePharma agrees to position and promote the Initial Product to reproductive endocrinologists through a minimum sales force of 10 representatives. FemmePharma shall have the right to determine whether or not to market and sell the Initial Product to reproductive endocrinologists hereunder; provided, however, that FemmePharma shall give KV notice of its determination to co-promote or not to co-promote the Initial Product to reproductive endocrinologists within 180 days after the filing of an NDA for the Initial Product. If FemmePharma gives KV such notice that it will not co-promote the Initial Product or fails to give KV notice that it will co-promote the Initial Product to reproductive endocrinologists hereunder, FemmePharma's right to co-promote the Initial Product to reproductive endocrinologists under this Agreement shall terminate and be of no further force or effect. If FemmePharma co-promotes the Initial Product to reproductive endocrinologists hereunder, FemmePharma shall use Commercially Reasonable efforts to market, sell and promote the Initial Product to reproductive endocrinologists with not less than the above number of FemmePharma's own representatives, who shall be provided product information and trained on the attributes of and sale of the Initial Product by FemmePharma, as necessary to achieve full coverage of the reproductive endocrinologist specialty in the United

(b) (i) KV hereby grants FemmePharma a non-exclusive right to co-promote the Initial Product to reproductive endocrinologists in the United States and its territories and possessions (including Puerto Rico). FemmePharma agrees to position and promote the Initial Product to reproductive endocrinologists through a minimum sales force of 10 representatives. FemmePharma shall have the right to determine whether or not to market and sell the Initial Product to reproductive endocrinologists hereunder; provided, however, that FemmePharma shall give KV notice of its determination to co-promote or not to co-promote the Initial Product to reproductive endocrinologists within 180 days after the filing of an NDA for the Initial Product. If FemmePharma gives KV such notice that it will not co-promote the Initial Product or fails to give KV notice that it will co-promote the Initial Product to reproductive endocrinologists hereunder, FemmePharma's right to co-promote the Initial Product to reproductive endocrinologists under this Agreement shall terminate and be of no further force or effect. If FemmePharma co-promotes the Initial Product to reproductive endocrinologists hereunder, FemmePharma shall use Commercially Reasonable efforts to market, sell and promote the Initial Product to reproductive endocrinologists with not less than the above number of FemmePharma's own representatives, who shall be provided product information and trained on the attributes of and sale of the Initial Product by FemmePharma, as necessary to achieve full coverage of the reproductive endocrinologist specialty in the United States. (ii) If FemmePharma gives KV notice of its election to co-promote the Initial Product to reproductive endocrinologists hereunder, then prior to the Initial Sale Date of the Initial Product, KV and FemmePharma will negotiate and execute a co-promotion agreement, upon commercially reasonable terms, which includes the provisions of this Section 2.6(b) and otherwise sets forth in further detail the parties' respective rights and obligations regarding such co-promotion activities, including, without limitation, the terms upon which prescriptions written by reproductive endocrinologists will be detailed and determined for the purpose of this Section 2.6(b). (iii) All promotional materials and messages utilized by FemmePharma in connection with the marketing, promotion, sale or distribution of the Initial Product shall be consistent with any such materials used by KV and with applicable legal requirements and otherwise shall be subject to the prior written approval of KV. In addition, FemmePharma shall provide reasonable advance notice to KV of all communications provided to FemmePharma's sales representatives for the positioning, promotion or selling messages for the Products for KV's review and approval. FemmePharma shall also distribute, and shall purchase from KV its requirements of, samples of the Initial Product. (iv) If and when FemmePharma co-promotes the Initial Product, KV will pay FemmePharma 50% of KV's Gross Profit on prescriptions written for the Initial Product by reproductive endocrinologists. For such purposes, the amount due and payable to FemmePharma shall be calculated by dividing the number of prescriptions written by reproductive endocrinologists during each calendar quarter by the total number of prescriptions written for the Initial Product during the quarter (as such information is reported by IMS, NDC, Scott Levin or a similar reporting service selected by KV and agreed to by FemmePharma, which agreement shall not be unreasonably withheld) and multiplying the percentage so obtained by 12

KV's total Gross Profit on Net Sales of the Initial Product for the quarter. Payment of the amount so determined shall be made to FemmePharma not later than 30 days after the date that the data becomes available from IMS, NDC, Scott Levin or such other service with respect to each calendar quarter, accompanied by a report showing the calculation thereof. (c) During the Term, except for the sale of any Danazol Product hereunder, neither KV nor any of its Affiliates, licensees or sublicensees shall, without the prior written consent of FemmePharma, make, have made, import, use, offer for sale or sell any product delivered via intravaginal administration for the treatment of endometriosis. Further, during the Term, neither KV nor any of its Affiliates, licensees or sublicensees shall, without the prior written consent of FemmePharma, knowingly participate as a material investor or equity owner in any other entity that makes, has made, imports, uses, offers for sale or sells any product delivered via intravaginal administration for the treatment of endometriosis; provided, however, that the foregoing shall be inapplicable where a product is acquired as a result of a merger or similar reorganization or the purchase of all or substantially all of the assets of a business and the product accounts for less than 10% of the total revenues of the business. It is expressly

KV's total Gross Profit on Net Sales of the Initial Product for the quarter. Payment of the amount so determined shall be made to FemmePharma not later than 30 days after the date that the data becomes available from IMS, NDC, Scott Levin or such other service with respect to each calendar quarter, accompanied by a report showing the calculation thereof. (c) During the Term, except for the sale of any Danazol Product hereunder, neither KV nor any of its Affiliates, licensees or sublicensees shall, without the prior written consent of FemmePharma, make, have made, import, use, offer for sale or sell any product delivered via intravaginal administration for the treatment of endometriosis. Further, during the Term, neither KV nor any of its Affiliates, licensees or sublicensees shall, without the prior written consent of FemmePharma, knowingly participate as a material investor or equity owner in any other entity that makes, has made, imports, uses, offers for sale or sells any product delivered via intravaginal administration for the treatment of endometriosis; provided, however, that the foregoing shall be inapplicable where a product is acquired as a result of a merger or similar reorganization or the purchase of all or substantially all of the assets of a business and the product accounts for less than 10% of the total revenues of the business. It is expressly understood and agreed to by the parties that any Danazol Product into which a KV Improvement is incorporated will continue to constitute a Danazol Product for purposes of Section 4.2(d)(i) and to bear a royalty payable to FemmePharma thereunder, subject to the terms and conditions of this Agreement. 2.7. Anti-infective Products Completion and Approval. KV shall be responsible, in its sole discretion, for developing, obtaining FDA approval of, and for the marketing and sale of any Anti-infective Product(s) hereunder. Notwithstanding the foregoing, however, if KV fails to either commence, or to file for regulatory approval of, the commercial sale in the United States of an Anti-infective Product covered by the license granted to KV by FemmePharma under Section 2.1(a)(i) within five years from the date of this Agreement, all rights of KV to manufacture, use and sell Anti-infective Products under the Patent Rights and the FemmePharma Technology shall cease and be of no further force or effect under this Agreement and shall thereupon automatically and fully revert to and be owned by FemmePharma. 2.8. Assignment and License of Patent Rights Subsequent to Initial Sale Date. (a) Within five (5) days of receipt of written notice of the Initial Sale Date, FemmePharma shall assign, transfer and convey to KV joint and undivided right, title and interest in all Patent Rights, as set forth in the Assignment in Exhibit 1 (the "Patent Assignment"). KV shall record the Patent Assignment within thirty (30) days after receipt thereof. However, the Patent Assignment and KV's ownership interest in the Patent Rights shall terminate and KV shall transfer and assign its ownership interest in the Patent Rights back to FemmePharma (the "Reversionary Patent Assignment") in accordance with the Assignment in Exhibit 2 if the Patent Assignment has occurred and this Agreement thereafter terminates with respect to the Danazol Product for reasons other than termination by KV under Section 8.4 or 8.5. For purposes of clarity, this Agreement, to the extent it pertains to Anti-infective Products, shall thereafter continue in effect. 13

(b) Subsequent to the Patent Assignment contemplated by subsection (a), KV agrees not to amend or modify the Patent Rights without the prior written approval of FemmePharma, which approval shall not be unreasonably withheld with respect to any amendment or modification which relates to the KV Products. (c) KV Grant of Patent License. Subject to the terms and conditions of this Agreement, upon execution of the Patent Assignment, KV hereby grants to FemmePharma the exclusive right, license, with the right to sublicense, and privilege under the Patent Rights to make, have made, import, use, offer for sale, sell, market, distribute, reproduce and otherwise exploit any product inside or outside the Territory, except for the KV Products in the Territory; provided that: (i) any rights granted with respect to KV Improvements are subject to Section 2.1(b), and (ii) no license or sublicense by FemmePharma shall in any way diminish, reduce or eliminate any of KV's rights under this Agreement. 3. INITIAL PRODUCT MANUFACTURE; TECHNICAL ASSISTANCE. 3.1. (a) FemmePharma shall, at its cost and expense except as otherwise provided in this Agreement,

(b) Subsequent to the Patent Assignment contemplated by subsection (a), KV agrees not to amend or modify the Patent Rights without the prior written approval of FemmePharma, which approval shall not be unreasonably withheld with respect to any amendment or modification which relates to the KV Products. (c) KV Grant of Patent License. Subject to the terms and conditions of this Agreement, upon execution of the Patent Assignment, KV hereby grants to FemmePharma the exclusive right, license, with the right to sublicense, and privilege under the Patent Rights to make, have made, import, use, offer for sale, sell, market, distribute, reproduce and otherwise exploit any product inside or outside the Territory, except for the KV Products in the Territory; provided that: (i) any rights granted with respect to KV Improvements are subject to Section 2.1(b), and (ii) no license or sublicense by FemmePharma shall in any way diminish, reduce or eliminate any of KV's rights under this Agreement. 3. INITIAL PRODUCT MANUFACTURE; TECHNICAL ASSISTANCE. 3.1. (a) FemmePharma shall, at its cost and expense except as otherwise provided in this Agreement, manufacture or cause the manufacture of (i) the Initial Product for the Phase II Studies, and (ii) any product containing Danazol for marketing and sale by FemmePharma outside the Territory. (b) KV shall, at its cost and expense except as otherwise provided in this Agreement, manufacture or cause the manufacture of (i) the Initial Product for the Phase III Studies in accordance with the Specifications therefor provided to KV by FemmePharma and (ii) any KV Product for marketing and sale in the Territory under the licenses granted to KV hereunder and the NDA. (c) KV or its designee (for whose performance in accordance with the terms and conditions of this Agreement KV shall be responsible) shall be named as the manufacturer of the Initial Product (or any other Danazol Product) in the NDA filed therefor, and upon approval of the NDA, upon the written request of FemmePharma, the NDA will be amended so as to add FemmePharma or its mutually agreed designee (for whose performance in accordance with the terms and conditions of this Agreement FemmePharma shall be responsible) as an additional manufacturer of the Initial Product (or other Danazol Product) under the NDA. (d) In connection with the manufacture of the Initial Product (or any other KV Product) by KV, as provided hereunder, FemmePharma agrees to provide such technical and other assistance as is required by KV to commence the manufacture and validation and testing thereof and to provide KV with the specifications for and source of the applicator for the Initial Product (or any other KV Product) for use by KV. (e) If the parties agree at any time after the date hereof to have KV manufacture any or all of the requirements of FemmePharma or its licensees or sublicensees of any Danazol Product for marketing and sale outside the Territory (which requirements may be general or on a product-by-product and/or country-by-country basis), then the parties will use their mutual good faith efforts to execute a supply agreement on commercially reasonable terms, 14

which supply agreement will provide for the purchase of such manufactured products by FemmePharma and/or its licensees or sublicensees from KV and shall set forth in detail the parties' respective rights and obligations regarding such product manufacturing. (f) KV agrees to pay FemmePharma 5% of the Gross Profit of KV on such sales of Danazol Product by KV to FemmePharma or its licensees or sublicensees which is resold outside the Territory. (g) Any manufacture of KV Products by KV shall be conducted in accordance with applicable regulatory requirements (cGMP) and the Specifications. (h) In connection with the manufacture of the Initial Product (or any other Danazol Product) by FemmePharma or its other licensees or sublicensees for marketing, use, sale or distribution outside the Territory, KV agrees to provide such technical and other assistance as is reasonably required by FemmePharma or its other licensees or sublicensees to commence the manufacture, validation and testing thereof in connection with the manufacture, use

which supply agreement will provide for the purchase of such manufactured products by FemmePharma and/or its licensees or sublicensees from KV and shall set forth in detail the parties' respective rights and obligations regarding such product manufacturing. (f) KV agrees to pay FemmePharma 5% of the Gross Profit of KV on such sales of Danazol Product by KV to FemmePharma or its licensees or sublicensees which is resold outside the Territory. (g) Any manufacture of KV Products by KV shall be conducted in accordance with applicable regulatory requirements (cGMP) and the Specifications. (h) In connection with the manufacture of the Initial Product (or any other Danazol Product) by FemmePharma or its other licensees or sublicensees for marketing, use, sale or distribution outside the Territory, KV agrees to provide such technical and other assistance as is reasonably required by FemmePharma or its other licensees or sublicensees to commence the manufacture, validation and testing thereof in connection with the manufacture, use and sale of the Danazol Product by FemmePharma and its other licensees or sublicensees outside the Territory (which shall be subject to the provisions of Section 12 or comparable confidentiality provisions and shall include the right of FemmePharma to have up to two of its employees visit KV's manufacturing facilities used for the manufacture of the Initial Product for up to five working days once a year during the three year period following the approval of an NDA for the Initial Product, without charge), provided FemmePharma otherwise agrees, or such licensees or sublicensees agree, to pay KV's standard hourly charges and related out-of-pocket expenses in connection with its providing such assistance. Such assistance by KV shall include providing such access to data and documents as is provided under Appendix F. 3.2. (a) FemmePharma agrees to deliver the FemmePharma Technology to KV pursuant to the licenses granted in Section 2.1 above and subject to the terms and conditions of this Agreement. Such information will include, without limitation, any specific information on the machinery and equipment necessary to manufacture any KV Product. (b) FemmePharma also agrees to deliver to KV pursuant to such license, as it is developed or otherwise becomes known, all other FemmePharma Technology relating to the formulation, manufacture, testing, packaging, storage, shipment, use, sale or distribution of any KV Product or other products which use the FemmePharma Technology that becomes known or is developed by FemmePharma during the term of this Agreement that could improve the process of, or reduce the cost of, the formulation, manufacture, testing, packaging, storage, shipment, use, sale or distribution of any KV Product. (c) In addition, FemmePharma will provide KV with complete original copies of any studies performed or obtained by FemmePharma with respect to any KV Product or the FemmePharma Technology for KV's use. (d) FemmePharma also agrees to make its executive, scientific and other appropriate personnel available to KV from time to time during the term of this Agreement to review, explain and discuss any of the foregoing with KV personnel. 15

(e) The parties also agree to make available to each other any medical, toxicological, pharmacological, preclinical, clinical, adverse reaction reports and processes for manufacture, that are developed by the respective parties relating to KV Products during the Term. (f) Such information shall be treated as the Confidential Information of the disclosing party for purposes of Article 12 of this Agreement. (g) In addition, each of KV and FemmePharma agree to use reasonable efforts to cause any license or sublicense agreement entered into with a third party regarding the development, manufacture or commercialization of any Danazol Product to contain a provision providing for, upon KV's request in the case of a license or sublicense by FemmePharma and upon FemmePharma's request in the case of a license or sublicense by KV, any medical, toxicological, pharmacological, pre-clinical, clinical, adverse reaction reports and processes for manufacture (which shall not require KV to disclose its proprietary technologies which are applicable to any KV

(e) The parties also agree to make available to each other any medical, toxicological, pharmacological, preclinical, clinical, adverse reaction reports and processes for manufacture, that are developed by the respective parties relating to KV Products during the Term. (f) Such information shall be treated as the Confidential Information of the disclosing party for purposes of Article 12 of this Agreement. (g) In addition, each of KV and FemmePharma agree to use reasonable efforts to cause any license or sublicense agreement entered into with a third party regarding the development, manufacture or commercialization of any Danazol Product to contain a provision providing for, upon KV's request in the case of a license or sublicense by FemmePharma and upon FemmePharma's request in the case of a license or sublicense by KV, any medical, toxicological, pharmacological, pre-clinical, clinical, adverse reaction reports and processes for manufacture (which shall not require KV to disclose its proprietary technologies which are applicable to any KV Improvement), that are developed by the licensee or sublicensee relating to Danazol Products during the term of this Agreement. 4. PAYMENTS TO FEMMEPHARMA BY KV. 4.1. Payment for Trademark License. In consideration for the exclusive right and license to use and sublicense the Trademark under Section 2.1(c), KV agrees to pay FemmePharma $2,000,000. Payment therefor shall be made and shall be subject to and payable only upon the prior satisfaction of the following conditions: (a) $1,000,000 shall be payable upon the execution of this Agreement; and (b) $1,000,000 shall be payable at and subject to the completion of the Second Closing under the Stock Purchase Agreement and the prior commencement of the Phase III Studies. 4.2. Other Payments. In consideration of all other licenses and rights granted by FemmePharma to KV and related obligations to be performed by FemmePharma hereunder and transfer of the ownership of the NDA by FemmePharma to KV, as contemplated under Section 2.2(c), KV agrees to pay FemmePharma: (a) $2,000,000 upon submission of an NDA for the Initial Product to the FDA and the acceptance thereof for filing under FDA procedures. (b) $2,000,000 within 90 days after approval of the NDA and initial market introduction and sale of the Initial Product in the U.S. by KV (the "Initial Sale"). KV agrees to give FemmePharma written notice of the date of the Initial Sale (the "Initial Sale Date") promptly after the date thereof. (c) One year following the Initial Sale, $2,000,000 plus $500,000 if Net Sales of the Initial Product in the first Marketing Year exceed $25,000,000, an additional $500,000 if Net Sales of the Initial Product in the first Marketing Year exceed $50,000,000, and an additional 16

$500,000 if Net Sales of the Initial Product in the first Marketing Year exceed $75,000,000, provided KV continues to market the Initial Product in the Territory hereunder. (d) (i) With respect to each Marketing Year during the term of any of the Existing Patents with claims that cover the use, manufacture or sale of a Danazol Product hereunder: 8% on all Net Sales of the Danazol Product up to and including $50,000,000, 9% of Net Sales of the Danazol Product above $50,000,000 to and including $100,000,000, and 10% of Net Sales of the Danazol Product which exceed $100,000,000. Amounts payable by KV under subsections (c) and (d) shall be calculated at the point of last sale by KV or its Affiliate and shall be payable in U.S. dollars, with the rate of exchange to be used in computing the amount due in satisfaction of the royalty payment obligations with respect to sales in countries other than the United States to be calculated by converting such other countries' currencies to U.S. dollars based on the mean exchange rate for the

$500,000 if Net Sales of the Initial Product in the first Marketing Year exceed $75,000,000, provided KV continues to market the Initial Product in the Territory hereunder. (d) (i) With respect to each Marketing Year during the term of any of the Existing Patents with claims that cover the use, manufacture or sale of a Danazol Product hereunder: 8% on all Net Sales of the Danazol Product up to and including $50,000,000, 9% of Net Sales of the Danazol Product above $50,000,000 to and including $100,000,000, and 10% of Net Sales of the Danazol Product which exceed $100,000,000. Amounts payable by KV under subsections (c) and (d) shall be calculated at the point of last sale by KV or its Affiliate and shall be payable in U.S. dollars, with the rate of exchange to be used in computing the amount due in satisfaction of the royalty payment obligations with respect to sales in countries other than the United States to be calculated by converting such other countries' currencies to U.S. dollars based on the mean exchange rate for the purchase of U.S. dollars with such currency, as published in The Wall Street Journal on the last business day of each calendar quarter for which any royalty payment is to be made by KV under this Agreement. In the event KV or its Affiliate sublicenses to an unaffiliated third party the right to sell any Danazol Product in the U.S. (or its territories or possessions (including Puerto Rico)), then for purposes of determining amounts payable to FemmePharma under this Agreement, sales by such sublicensee shall be treated as if they were sales by KV or an Affiliate of KV. In the event that KV or its Affiliate sublicenses to an unaffiliated third party the right to sell any Danazol Product in any country in the Territory other than the U.S. (or its territories or possessions (including Puerto Rico)), then in lieu of any other payments to FemmePharma hereunder with respect to sales by such sublicensee, KV shall pay FemmePharma: (A) (x) 25% of any milestone and/or other non-royalty payments (excluding Danazol Product sales to such sublicensees) received from any such sublicensee in Canada or Mexico and (y) 40% of any such milestone and/or other non-royalty payments (excluding Danazol Product sales to such sublicensees) received from any such sublicensees in other countries in the Territory outside the United States, and (B) 20% of any royalties received on Danazol Product sales by such sublicensees. (ii) Amounts payable to FemmePharma by KV under subparagraph (i) shall be due and payable to FemmePharma within 30 days with respect to Net Sales of the Products in the U.S. and 45 days with respect to payments relating to portions of the Territory which are outside the U.S. after the end of each calendar quarter in which KV or any Affiliate of 17

KV has any sales of any Danazol Product, based on all sales of any Danazol Product during such quarter, or in which KV receives any such payments from a sublicensee. Each such payment shall be accompanied by an accounting of KV's and its Affiliates' sales and such other payments received for the quarter for which payment is to be made hereunder, and showing: (A) the gross sales of Danazol Product in each country in the Territory; (B) Net Sales of Danazol Product in each country in the Territory, (C) the royalties payable in United States Dollars in respect of such sales and the basis of calculating those royalties, (D) the exchange rates used in converting into United States Dollars from currencies in which sales were made, and payments due which are based on Net Sales, and (E) dispositions of Danazol Product other than pursuant to sale for cash. (e) If development costs reasonably incurred by FemmePharma in completing the Phase II Studies and Phase III Studies exceed $7,000,000 in the aggregate, then KV agrees that, upon the request of FemmePharma, KV will advance FemmePharma up to $500,000 to cover such increased costs, which amount shall be repaid to KV from future amounts thereafter payable by KV to FemmePharma under this Agreement, with each such future payment being reduced by 50% until the entire balance of such advanced amount has been so credited. If any

KV has any sales of any Danazol Product, based on all sales of any Danazol Product during such quarter, or in which KV receives any such payments from a sublicensee. Each such payment shall be accompanied by an accounting of KV's and its Affiliates' sales and such other payments received for the quarter for which payment is to be made hereunder, and showing: (A) the gross sales of Danazol Product in each country in the Territory; (B) Net Sales of Danazol Product in each country in the Territory, (C) the royalties payable in United States Dollars in respect of such sales and the basis of calculating those royalties, (D) the exchange rates used in converting into United States Dollars from currencies in which sales were made, and payments due which are based on Net Sales, and (E) dispositions of Danazol Product other than pursuant to sale for cash. (e) If development costs reasonably incurred by FemmePharma in completing the Phase II Studies and Phase III Studies exceed $7,000,000 in the aggregate, then KV agrees that, upon the request of FemmePharma, KV will advance FemmePharma up to $500,000 to cover such increased costs, which amount shall be repaid to KV from future amounts thereafter payable by KV to FemmePharma under this Agreement, with each such future payment being reduced by 50% until the entire balance of such advanced amount has been so credited. If any additional development costs are reasonably incurred by FemmePharma, they will be shared equally by FemmePharma and KV, with any amount so contributed by KV being similarly treated as an advance and subject to similar repayment. (f) Upon the initial commercial introduction and sale of each separate Anti-infective Product (not, however, different strengths or put-ups of the same Anti-infective Product) by KV hereunder during the term of any of the Existing Patents with claims that cover the manufacture, use and sale of such Anti-infective Product hereunder, KV will pay FemmePharma the sum of $250,000; provided, however, that if the Danazol Product has previously been terminated from this Agreement, the amount to be paid by KV to FemmePharma shall be $250,000 as of the time of such initial commercial introduction and sale of an Anti-infective Product and $250,000 one year thereafter, provided KV is continuing to market the Anti-infective Product as of the time of such second payment. (g) (i) During the term of any of the Existing Patents with claims that cover the manufacture, use and sale of an Anti-infective Products hereunder, 2% on all Net Sales of the Anti-infective Product, calculated at the point of last sale by KV or its Affiliate and payable in U.S. dollars, with the rate of exchange to be used in computing the amount due in satisfaction of the royalty payment obligations with respect to sales in countries other than the United States to be calculated by converting such other countries' currencies to U.S. dollars based on the mean exchange rate for the purchase of U.S. dollars with such currency, as published in The Wall Street Journal on the last business day of each calendar quarter for which any royalty payment is to be made by KV under this Agreement. In the event KV or its Affiliate sublicenses to an unaffiliated third party the right to sell any Antiinfective Product in the U.S. (or its territories or possessions (including Puerto Rico)), then for purposes of determining amounts payable to FemmePharma under this Agreement, sales by such sublicensee shall be treated as if they were sales by KV or an Affiliate of KV. In the event that KV or its Affiliate sublicenses to an unaffiliated third party the right to sell any Additional Product in any country other than the U.S. (or its territories or possessions (including Puerto Rico)), then in lieu of any other payments to FemmePharma hereunder with respect to sales of Anti-infective Products by 18

such sublicensee, KV shall pay FemmePharma: 20% of any milestone and/or other non-royalty payments (excluding Anti-infective Product sales to such sublicensees) and such sublicensee of any royalties, received on sales of Anti-infective Products by such sublicensees. (ii) Amounts payable to FemmePharma by KV under subparagraph (g)(i) shall be due and payable to FemmePharma within 30 days with respect to Net Sales of the Products in the U.S. and 45 days with respect to payments relating to portions of the Territory which are outside the U.S. after the end of each calendar quarter in which KV or any Affiliate of KV has any sales of any Anti-infective Product, based on all sales of any Antiinfective Products during such quarter, or in which KV receives any such payments from a licensee or sublicensee. Each such payment shall be accompanied by an accounting of KV's and its Affiliates' sales of Antiinfective Products and such other payments received for the quarter for which payment is to be made hereunder, and showing: (A) the gross sales of each Anti-infective Product in each country in the Territory; (B) Net Sales of each Anti-infective Product in each country in the Territory, (C) the royalties payable in United States Dollars in respect of such sales and the basis of calculating those royalties, (D) the exchange rates used in converting into

such sublicensee, KV shall pay FemmePharma: 20% of any milestone and/or other non-royalty payments (excluding Anti-infective Product sales to such sublicensees) and such sublicensee of any royalties, received on sales of Anti-infective Products by such sublicensees. (ii) Amounts payable to FemmePharma by KV under subparagraph (g)(i) shall be due and payable to FemmePharma within 30 days with respect to Net Sales of the Products in the U.S. and 45 days with respect to payments relating to portions of the Territory which are outside the U.S. after the end of each calendar quarter in which KV or any Affiliate of KV has any sales of any Anti-infective Product, based on all sales of any Antiinfective Products during such quarter, or in which KV receives any such payments from a licensee or sublicensee. Each such payment shall be accompanied by an accounting of KV's and its Affiliates' sales of Antiinfective Products and such other payments received for the quarter for which payment is to be made hereunder, and showing: (A) the gross sales of each Anti-infective Product in each country in the Territory; (B) Net Sales of each Anti-infective Product in each country in the Territory, (C) the royalties payable in United States Dollars in respect of such sales and the basis of calculating those royalties, (D) the exchange rates used in converting into United States Dollars from currencies in which sales were made, and payments due which are based on Net Sales of Anti-infective Products, and (E) dispositions of Anti-infective Products other than pursuant to sale for cash. 4.3. Books and Records. During the Term and for a period of three years thereafter, KV and its Affiliates sublicensees shall keep complete and accurate records pertaining to the sale or other disposition of the KV Products in sufficient detail to permit FemmePharma to confirm the accuracy of all payments due from KV and its Affiliates, licensees and sublicensees hereunder. FemmePharma shall have the right to cause an independent, certified public accountant to audit such records to confirm Net Sales figures (of either Danazol Products and/or Anti-Infective Products) and royalty and milestone payments and other payments payable to FemmePharma; provided, however, that such auditor shall not disclose to FemmePharma any Confidential Information of KV, its Affiliates or sublicensees, except to the extent such disclosure is necessary to verify the amount of royalties and milestone payments and other payments due under this Agreement. Such audit right may be exercised once per year, within three years after the Marketing Year to which such records relate, upon reasonable advance notice to KV and during normal business hours. FemmePharma shall bear the full cost of such audit unless such audit discloses an underpayment of more than 5% in the total amount of royalties or milestones previously paid for such Marketing Year. In such case, KV shall bear the full cost of such audit. KV shall promptly remit to FemmePharma the amount of any underpayment disclosed in such audit. In addition, upon the written request of FemmePharma not more than once annually in connection with the audit of KV's financial statements for its March 31 fiscal year, KV shall cause its independent certified public accountants to confirm in writing to FemmePharma the accuracy of the calculations and payments of amounts owed and paid by KV to FemmePharma under this Agreement. The terms of this Section 4.3 shall survive any termination or expiration of this Agreement for a period of three years. 19 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF FEMMEPHARMA. FemmePharma hereby represents and warrants to and agrees with KV as follows: 5.1. FemmePharma is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. FemmePharma has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of FemmePharma, and this Agreement has been duly executed and delivered and is a legal, valid and binding obligation of FemmePharma, enforceable against FemmePharma in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 5.2. The execution, delivery and performance of this Agreement do not and will not conflict with or contravene any provision of the charter documents or by-laws of FemmePharma or any agreement, document, instrument, indenture or other obligation of FemmePharma or to which it or its assets are subject. 5.3. FemmePharma owns, and, subject to the terms and conditions of this Agreement, during the term of this Agreement will continue to own, the Patent Rights, the Trademark and the FemmePharma Technology, free and

5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF FEMMEPHARMA. FemmePharma hereby represents and warrants to and agrees with KV as follows: 5.1. FemmePharma is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. FemmePharma has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of FemmePharma, and this Agreement has been duly executed and delivered and is a legal, valid and binding obligation of FemmePharma, enforceable against FemmePharma in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 5.2. The execution, delivery and performance of this Agreement do not and will not conflict with or contravene any provision of the charter documents or by-laws of FemmePharma or any agreement, document, instrument, indenture or other obligation of FemmePharma or to which it or its assets are subject. 5.3. FemmePharma owns, and, subject to the terms and conditions of this Agreement, during the term of this Agreement will continue to own, the Patent Rights, the Trademark and the FemmePharma Technology, free and clear of all liens, charges, encumbrances and rights of third parties; provided, however, that the foregoing shall not prevent or restrict FemmePharma from licensing Patent Rights to Third Parties in arms length transactions in the ordinary course of its business. In the event the provisions of this Section 5.3 are violated by FemmePharma during the term of this Agreement, the Patent Assignment provided for under Section 2.8(a) shall automatically accelerate and become immediately effective as of the date of such violation by FemmePharma, and FemmePharma shall immediately take such steps as are necessary to complete the Patent Assignment. 5.4. FemmePharma has the full right, power and authority to license all of the Patent Rights that are being licensed to KV under this Agreement. 5.5. The FemmePharma Technology: (a) includes all Technology owned or controlled by FemmePharma that, to the knowledge of FemmePharma, is necessary for the completion, manufacture, use or sale of any KV Product, (b) is the property of FemmePharma and (c) to the knowledge of FemmePharma, does not infringe upon the intellectual property rights of any other Person and no Person has alleged any such infringement. 5.6. To the knowledge of FemmePharma, no other Person or product infringes upon any of the Patent Rights or the Trademark. 5.7. To the knowledge of FemmePharma, the Patent Rights are enforceable and are not invalid. 20

5.8. FemmePharma is not in default (nor has there transpired an event which with notice or the lapse of time or both would become a default) under any agreement, document, instrument, indenture or other obligation of FemmePharma which affects or could affect the KV Products, the FemmePharma Technology, the Trademark or the performance of this Agreement by FemmePharma. 5.9. FemmePharma hereby grants KV and its sublicensees, subcontractors and assignees immunity from suit by FemmePharma and its Affiliates and licensors and other licensees for infringement by KV or any such sublicensee, subcontractor or assignee of any patents now or hereafter owned or licensed by FemmePharma relating to the use by KV or any such sublicensee, subcontractor or assignee, in accordance with the terms and subject to the conditions of this Agreement, of the FemmePharma Technology or Trademark for the purpose of, or otherwise for, the making, use, sale, offer for sale or importation of any KV Product. 5.10. Gerianne DiPiano ("DiPiano") is the principal owner and officer of FemmePharma. FemmePharma has entered into an employment agreement with DiPiano, pursuant to which DiPiano has agreed that all present and future Patent Rights, FemmePharma Technology and the Trademark are owned, and all FemmePharma Improvements hereafter developed by DiPiano while DiPiano is an employee, officer, director or shareholder of FemmePharma will be owned, by FemmePharma during the Term.

5.8. FemmePharma is not in default (nor has there transpired an event which with notice or the lapse of time or both would become a default) under any agreement, document, instrument, indenture or other obligation of FemmePharma which affects or could affect the KV Products, the FemmePharma Technology, the Trademark or the performance of this Agreement by FemmePharma. 5.9. FemmePharma hereby grants KV and its sublicensees, subcontractors and assignees immunity from suit by FemmePharma and its Affiliates and licensors and other licensees for infringement by KV or any such sublicensee, subcontractor or assignee of any patents now or hereafter owned or licensed by FemmePharma relating to the use by KV or any such sublicensee, subcontractor or assignee, in accordance with the terms and subject to the conditions of this Agreement, of the FemmePharma Technology or Trademark for the purpose of, or otherwise for, the making, use, sale, offer for sale or importation of any KV Product. 5.10. Gerianne DiPiano ("DiPiano") is the principal owner and officer of FemmePharma. FemmePharma has entered into an employment agreement with DiPiano, pursuant to which DiPiano has agreed that all present and future Patent Rights, FemmePharma Technology and the Trademark are owned, and all FemmePharma Improvements hereafter developed by DiPiano while DiPiano is an employee, officer, director or shareholder of FemmePharma will be owned, by FemmePharma during the Term. 5.11. THE LIMITED WARRANTIES CONTAINED IN THIS SECTION 5 ARE THE SOLE WARRANTIES GIVEN BY FEMMEPHARMA AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY COMMON LAW, STATUTE OR OTHERWISE ARE HEREBY DISCLAIMED BY FEMMEPHARMA. FEMMEPHARMA, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO KV OR ITS AFFILIATES, SUBLICENSEES, SUCCESSORS OR ASSIGNS, OR ANY THIRD PARTY (IF SUCH THIRD PARTY'S CLAIM RESULTS FROM KV'S OR ITS AFFILIATES' OR SUBLICENSEES' OR ITS AGENTS' ACTIVITIES) WITH RESPECT TO ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER FEMMEPHARMA SHALL BE ADVISED, SHALL HAVE REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES OR INJURY. 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF KV. KV hereby represents and warrants to and agrees with FemmePharma as follows: 6.1. KV is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. KV has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of 21

KV, and this Agreement has been duly executed and delivered and is a legal, valid and binding obligation of KV, enforceable against KV in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 6.2. The execution, delivery and performance of this Agreement do not and will not conflict with or contravene any provision of the charter documents or by-laws of KV or any agreement, document, instrument, indenture or other obligation of KV or to which it or its assets are subject. 6.3. KV will manufacture or cause the manufacture of each KV Product in the United States in accordance with the requirements of the Act. 6.4. KV is not in default (nor has there transpired an event which with notice or the lapse of time or both would become a default) under any agreement, document, instrument, indenture or other obligation of KV which affects

KV, and this Agreement has been duly executed and delivered and is a legal, valid and binding obligation of KV, enforceable against KV in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 6.2. The execution, delivery and performance of this Agreement do not and will not conflict with or contravene any provision of the charter documents or by-laws of KV or any agreement, document, instrument, indenture or other obligation of KV or to which it or its assets are subject. 6.3. KV will manufacture or cause the manufacture of each KV Product in the United States in accordance with the requirements of the Act. 6.4. KV is not in default (nor has there transpired an event which with notice or the lapse of time or both would become a default) under any agreement, document, instrument, indenture or other obligation of KV which affects or could affect the Product or the performance of this Agreement by KV. 7. INTELLECTUAL PROPERTY; PATENT PROSECUTION. 7.1. Technology Delivery. Upon the execution of this Agreement and as and when hereafter available to FemmePharma, FemmePharma shall make available to KV, for its use in accordance with the terms and conditions of this Agreement, the FemmePharma Technology, including the Patent Rights, and the Trademark, including, but not limited to, providing KV with copies of all test results and all relevant portions of laboratory notebooks, designs, Specifications, formulas, procedures, clinical and preclinical data, and other relevant information. 7.2. Patent Rights; Trademark. FemmePharma shall direct and cause appropriate patent applications to be prepared, prosecuted and maintained in the United States and the world, in a timely fashion, to protect and cover the KV Products, the FemmePharma Products and the FemmePharma Technology. The expenses of preparing, prosecuting and maintaining such patent applications and patents shall be paid by FemmePharma. Notwithstanding the foregoing, however, the expenses of preparing, prosecuting and maintaining patent applications and patents designated by KV outside the United States shall be paid by KV. Not less than 10 business days prior to the filing or other use thereof with a Third Party or the taking of any other action which may jeopardize the same, FemmePharma will provide KV with a copy of any such filing or other documents (and any supporting documentation) and with any amendment thereto or other modification thereof, all correspondence with the filing authority or other Person, and such other information as is applicable thereto and shall give KV the opportunity to review and comment thereon and to discuss the same with the appropriate persons within FemmePharma who are responsible therefor and with its counsel. FemmePharma agrees to cause the Patent Rights to be maintained and enforced and in full force and effect, without encumbrance (subject, however, to FemmePharma's rights under Section 2.1(b)), at all times, in each case including such foreign 22

jurisdictions in the Territory as are designated and paid for by KV in connection with the sale or anticipated sale of any KV Product, unless in FemmePharma's reasonable judgment and with the prior informed written consent of KV, KV's best interests would be served by not obtaining, maintaining or enforcing such patents. All patent applications and patents relating to FemmePharma Improvements shall be automatically incorporated in and become part of and covered by this Agreement. In the event that FemmePharma elects not to prepare, prosecute or maintain any patent applications or patents constituting the Patent Rights, including the Patent Rights covering the KV Products, FemmePharma Products or the FemmePharma Technology, FemmePharma shall promptly notify KV in sufficient time in advance to enable KV to do so without the loss of any rights thereunder, and KV shall have the right to prepare, prosecute and maintain any such applications or patents on behalf of and in the name of KV and FemmePharma, and may deduct the cost thereof from any amounts otherwise payable by KV to FemmePharma hereunder. KV's obligations under Section 2.8(b) of this Agreement shall not apply with respect to such applications or patents. All patent applications and patents relating to FemmePharma Improvements shall be automatically incorporated in

jurisdictions in the Territory as are designated and paid for by KV in connection with the sale or anticipated sale of any KV Product, unless in FemmePharma's reasonable judgment and with the prior informed written consent of KV, KV's best interests would be served by not obtaining, maintaining or enforcing such patents. All patent applications and patents relating to FemmePharma Improvements shall be automatically incorporated in and become part of and covered by this Agreement. In the event that FemmePharma elects not to prepare, prosecute or maintain any patent applications or patents constituting the Patent Rights, including the Patent Rights covering the KV Products, FemmePharma Products or the FemmePharma Technology, FemmePharma shall promptly notify KV in sufficient time in advance to enable KV to do so without the loss of any rights thereunder, and KV shall have the right to prepare, prosecute and maintain any such applications or patents on behalf of and in the name of KV and FemmePharma, and may deduct the cost thereof from any amounts otherwise payable by KV to FemmePharma hereunder. KV's obligations under Section 2.8(b) of this Agreement shall not apply with respect to such applications or patents. All patent applications and patents relating to FemmePharma Improvements shall be automatically incorporated in and become part of and covered by this Agreement. FemmePharma has taken or promptly after the execution of this Agreement will take all steps necessary to register (to the extent registrable) or file applications for registration of the Trademark and during the Term will take all steps necessary to maintain all registrations for or comprising the Trademark in the Territory. 7.3. Cooperation. Each party agrees to cause each of its officers, employees and agents to take all actions and to execute, acknowledge and deliver all instruments or agreements reasonably requested by the other and necessary or desirable for the preparation, filing and prosecution of any Patent Rights under this Agreement and otherwise contemplated by Sections 7.1 and 7.2. 8. TERM AND TERMINATION. 8.1. Term. This Agreement shall be effective as of the date hereof and shall continue in full force and effect for the life of the Patent Rights unless and to the extent earlier terminated in accordance with or as contemplated by this Article 8 (the "Term"). 8.2. Termination of License to Danazol Product. In the event KV terminates this Agreement with respect to the Danazol Product under Section 2.2(a) or 2.2(b), the exclusive right, license and privilege to use the Patent Rights and FemmePharma Technology in the Territory to make, have made, import, use, offer for sale, sell, market, distribute, reproduce and otherwise exploit the Danazol Product under Section 2.1(a)(i) shall automatically terminate and be of no further force or effect under this Agreement and shall thereupon automatically and fully revert to and be owned by FemmePharma. Notwithstanding the foregoing, this Agreement shall thereafter remain in effect with respect to the Anti-infective Products. 23 8.3. Effect of Termination of Agreement. The expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to or in connection with such expiration or termination or which, from the context of this Agreement, are intended to survive expiration or termination of this Agreement. 8.4. Material Breach. Either party may terminate this Agreement upon 15 days prior written notice to the other party upon the material breach by the other party of any of its obligations under this Agreement preceding the Initial Sale Date; provided, however, that such termination shall become effective only if the other party shall fail to remedy or cure the breach within such 15 day period. Either party may terminate this Agreement upon 120 days prior written notice to the other party upon the material breach by the other party of any of its obligations under this Agreement from or after the Initial Sale Date; provided, however, that such termination shall become effective only if the other party shall fail to remedy or cure the breach within such 120 day period. Notwithstanding the preceding sentence, if at any time from or after the Initial Sale Date KV has failed to pay FemmePharma any amount due hereunder on the date due and FemmePharma has reason to believe that insolvency, receivership or bankruptcy proceedings or other proceedings for the settlement of KV's debts are pending or imminent, then FemmePharma shall have the right to terminate this Agreement upon 10 days prior

8.3. Effect of Termination of Agreement. The expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to or in connection with such expiration or termination or which, from the context of this Agreement, are intended to survive expiration or termination of this Agreement. 8.4. Material Breach. Either party may terminate this Agreement upon 15 days prior written notice to the other party upon the material breach by the other party of any of its obligations under this Agreement preceding the Initial Sale Date; provided, however, that such termination shall become effective only if the other party shall fail to remedy or cure the breach within such 15 day period. Either party may terminate this Agreement upon 120 days prior written notice to the other party upon the material breach by the other party of any of its obligations under this Agreement from or after the Initial Sale Date; provided, however, that such termination shall become effective only if the other party shall fail to remedy or cure the breach within such 120 day period. Notwithstanding the preceding sentence, if at any time from or after the Initial Sale Date KV has failed to pay FemmePharma any amount due hereunder on the date due and FemmePharma has reason to believe that insolvency, receivership or bankruptcy proceedings or other proceedings for the settlement of KV's debts are pending or imminent, then FemmePharma shall have the right to terminate this Agreement upon 10 days prior written notice to KV; provided, however, that such termination shall become effective only if KV shall fail to pay the amounts due within such 10 day period. 8.5. Bankruptcy of FemmePharma. (a) KV shall have the right to terminate this Agreement immediately upon the occurrence of any of the following: (i) FemmePharma shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or FemmePharma shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against FemmePharma any case, proceeding or other action of a nature referred to in clause (i) above that (1) results in the entry of an order for relief of any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 60 days; (iii) there shall be commenced against FemmePharma any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv) FemmePharma shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) FemmePharma shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. (b) In the event that FemmePharma as a debtor in possession, or a trustee in bankruptcy under the U.S. Bankruptcy Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy 24

Code"), rejects this Agreement or KV's right to continue the licenses under this Agreement, KV may elect to retain its license rights under this Agreement in accordance with Section 365(n) of the Bankruptcy Code, provided KV continues to meet its obligations under this Agreement and pays FemmePharma (or as otherwise directed by the Bankruptcy Court or provided under the Bankruptcy Code) the amounts payable by KV hereunder, minus any costs incurred by KV in connection with its performance of obligations required to be performed under this Agreement by FemmePharma and not performed by it. Thereafter, neither FemmePharma as debtor in possession, nor a trustee in bankruptcy, shall interfere with the license rights of KV to use the FemmePharma Technology under this Agreement. 9. PATENT OR TRADEMARK INFRINGEMENT. 9.1. Notification of Infringement. FemmePharma and KV shall each notify the other of any infringement known to it by any Person of any Patent Rights or the Trademark and shall provide the other with the available evidence, if any, of such infringement.

Code"), rejects this Agreement or KV's right to continue the licenses under this Agreement, KV may elect to retain its license rights under this Agreement in accordance with Section 365(n) of the Bankruptcy Code, provided KV continues to meet its obligations under this Agreement and pays FemmePharma (or as otherwise directed by the Bankruptcy Court or provided under the Bankruptcy Code) the amounts payable by KV hereunder, minus any costs incurred by KV in connection with its performance of obligations required to be performed under this Agreement by FemmePharma and not performed by it. Thereafter, neither FemmePharma as debtor in possession, nor a trustee in bankruptcy, shall interfere with the license rights of KV to use the FemmePharma Technology under this Agreement. 9. PATENT OR TRADEMARK INFRINGEMENT. 9.1. Notification of Infringement. FemmePharma and KV shall each notify the other of any infringement known to it by any Person of any Patent Rights or the Trademark and shall provide the other with the available evidence, if any, of such infringement. 9.2. Enforcement of Patent Rights and Trademark. FemmePharma agrees to enforce and defend the Patent Rights and the Trademark, as appropriate, against third parties, at its own expense. All amounts recovered in any action to enforce Patent Rights or the Trademark undertaken by FemmePharma, whether by judgment or settlement, shall be applied first to the repayment to FemmePharma of its expenses incurred in connection with prosecuting such action and thereafter shared by FemmePharma and KV as apportioned by the court or other body rendering judgment, or if no such allocation is made, in accordance with the interests of the parties; provided, however, that if the parties cannot agree on the allocation thereof, the allocation will be determined in accordance with the provisions of Section 13.2. However, if, within ninety (90) days after notice of infringement or thirty (30) days after notice of filing of a product approval application containing a certification under Section 505(j)(2)(A)(vii)(IV) or Section 505(b)(2) (A)(iv) of the Act, whichever is earlier, FemmePharma has not commenced action to enforce the Patent Rights or the Trademark or thereafter ceases to diligently pursue any such action, KV shall have the right, at its expense, to take appropriate action to enforce the Patent Rights or the Trademark. All amounts recovered in any action to enforce Patent Rights or the Trademark solely undertaken by KV at its expense, whether by judgment or settlement, shall be retained by KV. FemmePharma and KV shall fully cooperate with each other in any action to enforce any Patent Rights or the Trademark at their own expense. The parties shall keep each other informed of the status of any litigation or settlement thereof concerning Patent Rights; provided, however, that no settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.2 may be undertaken without the consent of the other party if such disposition would require the other party to be subject to an injunction or to make a monetary payment or would otherwise adversely affect the other party's rights. In the event that neither FemmePharma nor KV takes action in respect to any such material infringement, the royalties payable by KV to FemmePharma under Section 4.2(d)(i) and 4.2(g) shall be reduced by one-half during any period that such infringement continues. 25 10. ADVERSE DRUG EVENTS; REPORTING. 10.1. (a) Each party shall promptly notify the other party of any significant event(s) that affects the marketing of the Product, including, but not limited to, adverse drug experiences and governmental inquiries, whether within or outside the Territory. (b) Serious adverse events for the Product (as defined in section 10.6) learned by FemmePharma shall be submitted to KV within two (2) working days but no more than four (4) calendar days from the receipt date of notice of any such event(s) by FemmePharma. (c) Non-serious adverse events for the Product (as defined in section 10.6) that are reported to FemmePharma shall be submitted to KV not more than 10 days from the date notice of any such event is received by FemmePharma; provided, however, that reasonable medical and scientific judgment shall be exercised by

10. ADVERSE DRUG EVENTS; REPORTING. 10.1. (a) Each party shall promptly notify the other party of any significant event(s) that affects the marketing of the Product, including, but not limited to, adverse drug experiences and governmental inquiries, whether within or outside the Territory. (b) Serious adverse events for the Product (as defined in section 10.6) learned by FemmePharma shall be submitted to KV within two (2) working days but no more than four (4) calendar days from the receipt date of notice of any such event(s) by FemmePharma. (c) Non-serious adverse events for the Product (as defined in section 10.6) that are reported to FemmePharma shall be submitted to KV not more than 10 days from the date notice of any such event is received by FemmePharma; provided, however, that reasonable medical and scientific judgment shall be exercised by FemmePharma in deciding whether expedited reporting is appropriate in other situations, such as important medical events that may not be immediately life-threatening or result in death or hospitalization but may jeopardize the patient or may require intervention to prevent a serious adverse event outcome. (d) KV shall have the reporting responsibility for such events to applicable regulatory health authorities anywhere in the Territory. FemmePharma shall report all such adverse events involving the Product learned by it to: Vice President, Regulatory & Clinical Affairs KV Pharmaceutical Company 2503 S. Hanley Road St. Louis, MO 63144 An FDA Form 3500A form or a form that contains the data elements of an FDA Form 3500A is recommended. (e) Serious adverse events concerning the Product learned by KV shall be reported by KV to FemmePharma at the time that KV reports such events to the FDA, but in no event more than four (4) calendar days from the receipt date of notice of any such event by KV. FemmePharma shall have the reporting responsibility for such events to applicable regulatory health authorities anywhere outside the Territory. KV shall report all such adverse events involving the Product learned by it to: Chief Executive Officer FemmePharma, Inc. 37 West Avenue Suite 101 Wayne, Pennsylvania 19087 26

(f) Non-serious adverse events concerning the Product learned by KV shall be submitted to FemmePharma not more than 10 days from the date notice of any such event is received by KV; provided, however, that reasonable medical and scientific judgment shall be exercised by KV in deciding whether expedited reporting is appropriate in other situations, such as important medical events that may not be immediately life-threatening or result in death or hospitalization but may jeopardize the patient or may require intervention to prevent a serious adverse event outcome. 10.2. Each Party shall promptly notify the other Party in writing of any order, request or directive of a court or other governmental authority to recall or withdraw the Product in any jurisdiction. KV shall be responsible for any recall or withdrawal of the Product in the Territory and shall pay the cost of any recall or withdrawal of any Product required as a result of the manufacture of the Product by KV, serious or non-serious adverse events not caused by improper manufacture or handling by FemmePharma or for which KV is otherwise responsible. The cost of any other recall or withdrawal shall be borne by the responsible party or by both parties in accordance with its or their relative responsibility therefor. 10.3. Upon being contacted by the FDA or any other governmental authority inside or outside the Territory for any regulatory purpose pertaining to this Agreement or to the Product, FemmePharma shall, if not prohibited by

(f) Non-serious adverse events concerning the Product learned by KV shall be submitted to FemmePharma not more than 10 days from the date notice of any such event is received by KV; provided, however, that reasonable medical and scientific judgment shall be exercised by KV in deciding whether expedited reporting is appropriate in other situations, such as important medical events that may not be immediately life-threatening or result in death or hospitalization but may jeopardize the patient or may require intervention to prevent a serious adverse event outcome. 10.2. Each Party shall promptly notify the other Party in writing of any order, request or directive of a court or other governmental authority to recall or withdraw the Product in any jurisdiction. KV shall be responsible for any recall or withdrawal of the Product in the Territory and shall pay the cost of any recall or withdrawal of any Product required as a result of the manufacture of the Product by KV, serious or non-serious adverse events not caused by improper manufacture or handling by FemmePharma or for which KV is otherwise responsible. The cost of any other recall or withdrawal shall be borne by the responsible party or by both parties in accordance with its or their relative responsibility therefor. 10.3. Upon being contacted by the FDA or any other governmental authority inside or outside the Territory for any regulatory purpose pertaining to this Agreement or to the Product, FemmePharma shall, if not prohibited by applicable law, immediately notify KV and will not respond to the agency until consulting with KV, to the maximum feasible extent; provided, however, that the foregoing shall not be construed to prevent FemmePharma in any way from complying with applicable law, and FemmePharma may permit unannounced FDA or similar inspections authorized by law and respond to any agency request to the extent necessary to comply with its obligations under applicable law. FemmePharma, or its designee, may, at its own expense, with prior reasonable notice and during regular business hours, visit and inspect the facilities used by KV to manufacture the Product to review the Product related records and the facilities. 10.4. FemmePharma shall inform KV's Vice President, Quality Assurance/Quality Control, of any Product Quality Complaint received within two (2) working days but no more than four (4) calendar days from the receipt date by FemmePharma. A Product Quality Complaint is defined as any complaint that questions the purity, identity, potency or quality of the Product, its packaging, or labeling, or any complaint that concerns any incident that causes the Product or its labeling to be mistaken for, or applied to, another article or any bacteriological contamination, or any significant chemical, physical or other change or deterioration in the distributed drug product, or any failure of one or more distributed batches of the drug product to meet the Specifications therefor. Such information shall be sent to the same address as set forth in Section 10.1(d) above. 10.5. KV shall handle all medical inquiries concerning the Product. FemmePharma shall refer all routine medical information requests in writing to: 27

KV Pharmaceutical Company 2503 S. Hanley Road St. Louis, MO 63144 Attention: Vice President, Scientific Affairs Urgent medical information requests shall be referred by telephone to: Vice President, Scientific Affairs KV Pharmaceutical Company 314-645-6600 10.6. A "serious adverse event" for the Product is defined as any untoward medical occurrence that at any dose of the Product: (i) results in death; (ii) is life-threatening; (iii) requires inpatient hospitalization or prolongation of existing hospitalization; (iv) results in persistent or significant disability/incapacity; (v) is a congenital anomaly/birth defect; (vi) results in drug dependency or drug abuse; (vii) is cancer, (viii) is an overdose, or (ix) is otherwise considered a serious adverse drug experience under the definition in FDA regulations at 21 CFR section 314.80(a). A "nonserious adverse event" is defined as any adverse event for the Product which is not a "serious adverse event", as defined in the preceding sentence. 11. INDEMNIFICATION.

KV Pharmaceutical Company 2503 S. Hanley Road St. Louis, MO 63144 Attention: Vice President, Scientific Affairs Urgent medical information requests shall be referred by telephone to: Vice President, Scientific Affairs KV Pharmaceutical Company 314-645-6600 10.6. A "serious adverse event" for the Product is defined as any untoward medical occurrence that at any dose of the Product: (i) results in death; (ii) is life-threatening; (iii) requires inpatient hospitalization or prolongation of existing hospitalization; (iv) results in persistent or significant disability/incapacity; (v) is a congenital anomaly/birth defect; (vi) results in drug dependency or drug abuse; (vii) is cancer, (viii) is an overdose, or (ix) is otherwise considered a serious adverse drug experience under the definition in FDA regulations at 21 CFR section 314.80(a). A "nonserious adverse event" is defined as any adverse event for the Product which is not a "serious adverse event", as defined in the preceding sentence. 11. INDEMNIFICATION. 11.1. KV Right to Indemnification. FemmePharma shall indemnify the KV Indemnitees, pay on demand and protect, defend, save and hold harmless each KV Indemnitee from and against any and all Claims incurred by or asserted against any KV Indemnitee of whatever kind or nature, including, without limitation, any claim or liability based upon negligence, warranty, strict liability, product liability, violation of government regulation or infringement of patent, trademark or other proprietary rights and unfair competition claims, arising from or occurring as a result of: (a) the use of the FemmePharma Technology, the Trademark or any KV Improvement by FemmePharma or any Affiliate, licensee (other than KV and its Affiliates, sublicensees and assignees), sublicensee or agent thereof, or (b) any breach of or misrepresentation under this Agreement by FemmePharma, except in any case to the extent such Claims are based upon the breach of this Agreement, illegal acts, willful misconduct or gross negligence of KV. KV shall promptly notify FemmePharma of any Claim with respect to which KV is seeking indemnification hereunder, upon becoming aware thereof, and permit FemmePharma at FemmePharma's cost to defend against such Claim and shall cooperate in the defense thereof. Neither FemmePharma nor KV shall enter into, or permit, any settlement of any such Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. KV may, at its option and expense, have its own counsel participate in any proceeding which is under the direction of FemmePharma and will cooperate with FemmePharma in the disposition of any such matter. If FemmePharma shall not defend any such Claim, KV shall have the right to defend the Claim itself and recover from FemmePharma all reasonable attorneys' fees and costs incurred by it during the course of such defense. 11.2. FemmePharma Right to Indemnification. KV shall indemnify the FemmePharma Indemnitees, pay on demand and protect, defend, save and hold harmless each FemmePharma 28

Indemnitee from and against any and all Claims incurred by or asserted against any FemmePharma Indemnitee of whatever kind or nature, including, without limitation, any claim or liability based upon negligence, warranty, strict liability, product liability, violation of government regulation or infringement of patent, trademark or other proprietary rights and unfair competition claims, arising from or occurring as a result of: (a) the use of the FemmePharma Technology, the Trademark or any KV Improvement by KV or any Affiliate, licensee, sublicensee or agent thereof, or (b) any breach of or misrepresentation under this Agreement by KV, except in any case to the extent such Claims are based upon the breach of this Agreement, illegal acts, willful misconduct or gross negligence of FemmePharma. FemmePharma shall promptly notify KV of any Claim with respect to which FemmePharma is seeking indemnification hereunder upon becoming aware thereof, and permit KV at KV's cost to defend against such Claim and shall cooperate in the defense thereof. Neither FemmePharma nor KV shall enter into, or permit, any settlement of any such Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. FemmePharma may, at its option and expense, have its own counsel participate in any proceeding which is under the direction of KV and will cooperate with KV in the disposition of any such matter. If KV shall not defend such Claim, FemmePharma shall have the right to defend

Indemnitee from and against any and all Claims incurred by or asserted against any FemmePharma Indemnitee of whatever kind or nature, including, without limitation, any claim or liability based upon negligence, warranty, strict liability, product liability, violation of government regulation or infringement of patent, trademark or other proprietary rights and unfair competition claims, arising from or occurring as a result of: (a) the use of the FemmePharma Technology, the Trademark or any KV Improvement by KV or any Affiliate, licensee, sublicensee or agent thereof, or (b) any breach of or misrepresentation under this Agreement by KV, except in any case to the extent such Claims are based upon the breach of this Agreement, illegal acts, willful misconduct or gross negligence of FemmePharma. FemmePharma shall promptly notify KV of any Claim with respect to which FemmePharma is seeking indemnification hereunder upon becoming aware thereof, and permit KV at KV's cost to defend against such Claim and shall cooperate in the defense thereof. Neither FemmePharma nor KV shall enter into, or permit, any settlement of any such Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. FemmePharma may, at its option and expense, have its own counsel participate in any proceeding which is under the direction of KV and will cooperate with KV in the disposition of any such matter. If KV shall not defend such Claim, FemmePharma shall have the right to defend any such Claim itself and recover from KV all reasonable attorneys' fees and costs incurred by it during the course of such defense. 12. CONFIDENTIALITY. 12.1. Both KV and FemmePharma recognize that information heretofore or hereafter disclosed orally or in writing or in tangible or intangible form and information developed under this Agreement will be of proprietary value to each party, and thus is to be considered confidential ("Confidential Information"). Each party agrees not to disclose the Confidential Information of the other party to others, except to its officers, employees, agents, representatives and consultants for the specific purpose of fulfilling such party's obligations hereunder who reasonably require the same for the purpose hereof and who are bound to treat such information as confidential by a like obligation of confidentiality which extends to the benefit of the other party hereto, and otherwise as necessary or desirable to the performance of this Agreement, without the express written permission of the other party, except that neither party shall be prevented from disclosing that portion of the Confidential Information received from the other which is at the time of receipt or later becomes publicly known without breach of its obligations hereunder by the receiving party. 12.2. Anything to the contrary in this section notwithstanding, FemmePharma or KV shall be permitted to disclose, on a confidential basis to the extent possible, Confidential Information of the other party received hereunder to regulatory agencies in support of applications to manufacture, use, sell or import any KV Product or FemmePharma Product or (pursuant to obligations of confidentiality comparable to those contained herein) to clinicians or others in connection with the completion of clinical studies or the filing of such applications, or otherwise as reasonably necessary for purposes of the manufacture, import, use and sale of any KV Product or FemmePharma Product under this Agreement or as required by law. 29

12.3. Notwithstanding anything to the contrary herein, KV shall be permitted to disclose, on a confidential basis, Confidential Information received hereunder to Affiliates, licensees, sublicensees, suppliers and subcontractors who become assignees of some or all of KV's manufacturing and/or marketing rights or obligations under this Agreement and to regulatory authorities. 12.4. FemmePharma and KV shall cooperate in good faith with one another with respect to the preparation and issuance of any press release with regard to the execution of this Agreement at such time and in such form and substance as is agreed upon by the parties, which shall not require the parties to issue a press release, except as may be required by law. Notwithstanding the foregoing, the existence, nature and content of this Agreement and the transactions contemplated hereby shall be considered the Confidential Information of each party and shall be disclosed only as contemplated in this Article 12. 12.5. In furtherance of this Agreement, it is expected that KV and FemmePharma may, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential and that they are made in connection with the shared community of legal interests existing

12.3. Notwithstanding anything to the contrary herein, KV shall be permitted to disclose, on a confidential basis, Confidential Information received hereunder to Affiliates, licensees, sublicensees, suppliers and subcontractors who become assignees of some or all of KV's manufacturing and/or marketing rights or obligations under this Agreement and to regulatory authorities. 12.4. FemmePharma and KV shall cooperate in good faith with one another with respect to the preparation and issuance of any press release with regard to the execution of this Agreement at such time and in such form and substance as is agreed upon by the parties, which shall not require the parties to issue a press release, except as may be required by law. Notwithstanding the foregoing, the existence, nature and content of this Agreement and the transactions contemplated hereby shall be considered the Confidential Information of each party and shall be disclosed only as contemplated in this Article 12. 12.5. In furtherance of this Agreement, it is expected that KV and FemmePharma may, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential and that they are made in connection with the shared community of legal interests existing between FemmePharma and KV, including the community of legal interests in avoiding any infringement of any valid, enforceable patents. 12.6. Each of the parties to this Agreement acknowledges and agrees that any breach by either of them of this Article 12 shall cause the other party irreparable harm which may not be adequately compensable by money damages. Accordingly, in the event of a breach or threatened breach of a provision of this Article 12 by either party, the other party shall be entitled to the remedies of specific performance, injunction or other preliminary or equitable relief, in addition to such other rights and remedies as may be available to the party for any such breach or threatened breach, including but not limited to, the recovery of money damages. 12.7. The provisions of this Article 12 will survive the expiration or termination of this Agreement for a period of five years. 13. APPLICABLE LAW AND DISPUTE RESOLUTION. 13.1. Applicable Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (regardless of the choice of law principles of Delaware or any other jurisdiction). 13.2. Dispute Resolution. (a) FemmePharma and KV recognize that disputes as to certain matters may from time to time arise which relate to either party's rights or obligations hereunder. It is the objective of the parties to establish procedures to facilitate the resolution of such disputes in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this 30

objective, the parties agree to follow the procedures set forth in this Section 13.2 if and when such a dispute arises between them. (b) If any dispute arises between the parties relating to the interpretation, breach or performance of this Agreement or the grounds for the termination thereof, and the parties cannot resolve the dispute within thirty (30) days of a written request by either party to the other party, the parties agree to hold a meeting, attended by the Chief Executive Officer or President of each party (or other senior executive appointed by either of them), to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within sixty (60) days after such written request, the parties have not succeeded in negotiating a resolution of the dispute, the dispute shall be submitted to final and binding arbitration under the then current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA") relating to voluntary major commercial arbitrations. Each party consents to the jurisdiction and administration of the AAA for purposes of the arbitration proceedings contemplated hereby. The arbitration proceedings shall be held in Philadelphia, Pennsylvania, if initiated by KV, and in St. Louis, Missouri, if initiated by FemmePharma. Each party hereby

objective, the parties agree to follow the procedures set forth in this Section 13.2 if and when such a dispute arises between them. (b) If any dispute arises between the parties relating to the interpretation, breach or performance of this Agreement or the grounds for the termination thereof, and the parties cannot resolve the dispute within thirty (30) days of a written request by either party to the other party, the parties agree to hold a meeting, attended by the Chief Executive Officer or President of each party (or other senior executive appointed by either of them), to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within sixty (60) days after such written request, the parties have not succeeded in negotiating a resolution of the dispute, the dispute shall be submitted to final and binding arbitration under the then current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA") relating to voluntary major commercial arbitrations. Each party consents to the jurisdiction and administration of the AAA for purposes of the arbitration proceedings contemplated hereby. The arbitration proceedings shall be held in Philadelphia, Pennsylvania, if initiated by KV, and in St. Louis, Missouri, if initiated by FemmePharma. Each party hereby expressly waives any right to object to such jurisdiction on the basis of venue or forum non conveniens. One arbitrator shall be selected by FemmePharma, one arbitrator shall be selected by KV, and the third arbitrator shall be chosen by the first two arbitrators chosen or, if they fail to do so within ten (10) business days of their appointment, shall be appointed by the AAA at the request of either party. The arbitrators shall be independent and disinterested third parties, knowledgeable in the subject matter at issue in the dispute. The arbitration shall be conducted in accordance with the following time schedule unless otherwise mutually agreed to in writing by the parties: (i) the parties to the arbitration proceeding shall each appoint their respective arbitrator within fifteen (15) business days after the date the dispute is submitted to arbitration; (ii) within ten (10) business days thereafter, such arbitrators shall appoint the third arbitrator (who shall chair the arbitration panel) or, if they fail to do so, the third arbitrator shall be appointed by the AAA upon the request of either party; (iii) within fifteen (15) business days after the appointment of the third arbitrator (the "Document Production Period"), each party to the arbitration proceeding shall provide all documents, records and supporting information it believes to be necessary to resolve the dispute; (iv) if requested by either party during the Document Production Period, a hearing (the "Hearing") will be held by the arbitrators as promptly as practicable at such dates and times as shall be established by the arbitrators, in accordance with the Hearing Procedures provided below. (c) The "Hearing Procedures" to be followed in the event a Hearing is held shall be as follows: (i) Briefs may be submitted by the parties prior to the Hearing, setting forth their position in regard to the matters to be considered by the arbitrators. (ii) Interrogatories and requests for admissions or production of documents may be submitted by either party to the other and, subject to the jurisdiction of the arbitrators, shall be responded to by the other party. Each party shall have the right to request the arbitrators to issue subpoenas for documents in accordance with the Rules. 31

(iii) A list of proposed witnesses to be presented by each party shall be delivered by it to the other party not less than twenty (20) business days prior to the commencement date set for the hearing by the arbitrators, and depositions of any such proposed witnesses of a party may be taken by the other party during the twenty (20) business day period, and the party proposing any witness shall assure the reasonable availability of each of its witnesses to the other party for deposition during such twenty (20) business day period. (iv) Each party shall be entitled, but not required, to make an opening statement at the Hearing, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. (v) The party requesting the Hearing shall begin the Hearing and, if it chooses to make an opening statement, shall address not only issues it raised but also any issues raised by the other party. The responding party, if it chooses to make an opening statement, also shall address issues raised by the parties. Thereafter, the presentation of

(iii) A list of proposed witnesses to be presented by each party shall be delivered by it to the other party not less than twenty (20) business days prior to the commencement date set for the hearing by the arbitrators, and depositions of any such proposed witnesses of a party may be taken by the other party during the twenty (20) business day period, and the party proposing any witness shall assure the reasonable availability of each of its witnesses to the other party for deposition during such twenty (20) business day period. (iv) Each party shall be entitled, but not required, to make an opening statement at the Hearing, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. (v) The party requesting the Hearing shall begin the Hearing and, if it chooses to make an opening statement, shall address not only issues it raised but also any issues raised by the other party. The responding party, if it chooses to make an opening statement, also shall address issues raised by the parties. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments shall proceed in the same sequence. Except for one representative of each party who shall be entitled to be present at all proceedings or when testifying, witnesses shall be excluded from the Hearing until closing arguments. (d) Within ten (10) business days following the completion of the Hearing, each party may submit to the arbitrators and the other party a post-hearing brief in support of its proposed rulings and remedies; provided, however, that such briefs shall not contain any new evidence. (e) The arbitrators shall rule on each of the disputed issues within fifteen (15) business days after the end of the Document Production Period or, if a Hearing is held, the date the Hearing is concluded. The decision of a majority of the arbitrators shall be final and binding on the parties. The arbitrators shall prepare and deliver to the parties a written, reasoned opinion conferring their decision. Except as provided in Section 16.3, the arbitrators shall not be entitled to modify this Agreement or the transactions contemplated hereby. (f) Each of the parties shall initially pay its own expenses. The fees of arbitrators, expenses of a court reporter and hearing room, and the reasonable legal fees and expenses of the prevailing party (including expert witness fees and expenses) shall be paid as follows: (i) If the arbitrators rule in favor of one party on all disputed issues, the losing party shall pay all of such fees and expenses. (ii) If the arbitrators rule in favor of one party on some issues and the other party on other issues, the arbitrators shall issue with their rulings a written determination as to how the fees and expenses shall be allocated between the parties. The arbitrators shall allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the proceedings, with the party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. 32

(g) The rulings of the arbitrators and allocation of fees and expenses shall be binding, non-reviewable and nonappealable, and may be entered as a final judgment in any court having jurisdiction and shall be enforceable under the Federal Arbitration Act. Except as provided in this Section 13.2 or as required by law, the existence of the dispute, any settlement negotiations, the Hearing or other proceedings, any submissions (including exhibits, testimony, proposed rulings and briefs), and the rulings of the arbitrators shall be deemed Confidential Information of each party and shall not be disclosed by the other party or other participants therein, except as required or permitted under the provisions of Article 12. (h) Notwithstanding the provisions of this Section 13.2, any party may apply to a court of competent jurisdiction for an order in the nature of a temporary restraining order or preliminary injunction for purposes of maintaining the status quo pending the final resolution of any dispute pursuant to the dispute resolution procedures provided herein.

(g) The rulings of the arbitrators and allocation of fees and expenses shall be binding, non-reviewable and nonappealable, and may be entered as a final judgment in any court having jurisdiction and shall be enforceable under the Federal Arbitration Act. Except as provided in this Section 13.2 or as required by law, the existence of the dispute, any settlement negotiations, the Hearing or other proceedings, any submissions (including exhibits, testimony, proposed rulings and briefs), and the rulings of the arbitrators shall be deemed Confidential Information of each party and shall not be disclosed by the other party or other participants therein, except as required or permitted under the provisions of Article 12. (h) Notwithstanding the provisions of this Section 13.2, any party may apply to a court of competent jurisdiction for an order in the nature of a temporary restraining order or preliminary injunction for purposes of maintaining the status quo pending the final resolution of any dispute pursuant to the dispute resolution procedures provided herein. 14. NOTICE. 14.1. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered, or mailed first class postage prepaid, Express, registered or certified mail, or sent by prepaid next business day courier: (a) If to FemmePharma at the address set forth for FemmePharma at the beginning of this Agreement; (b) If to KV at the address set forth for KV at the beginning of this Agreement; or such other address as to which FemmePharma or KV shall have specified by written notice to the other in accordance with this Section 14.1; and such notices and other communications shall for all purposes of this Agreement be treated as being effective or having been given when delivered, if delivered personally, or, if sent by mail, at the earlier of their receipt or 72 hours after the same have been deposited in the United States Mail, addressed and postage prepaid as aforesaid, or if sent by prepaid next business day courier on the business day following delivery thereof to the courier. 15. FORCE MAJEURE. 15.1. Neither party shall be responsible for delay or failure in performance of any of the obligations imposed upon it by this Agreement occasioned by fire, flood, explosion, lightning, windstorm, earthquake, failure of machinery or equipment or supply of materials or utilities, court order or governmental interference, civil commotion, riot, war, labor disturbances, transportation difficulties, labor shortage or by any cause of like or unlike nature beyond the control of such party, whether or not foreseeable; provided, however, that the provisions of this Section shall not affect the obligation to pay money which is due and payable under this Agreement. 33 16. MISCELLANEOUS PROVISIONS. 16.1. Non-Competition. FemmePharma agrees that during the term of this Agreement and for three (3) years after the termination of this Agreement, neither FemmePharma nor its Affiliates shall: (i) manufacture, offer for sale, sell or distribute or assist or enable any Third Party to manufacture, offer for sale, sell of distribute any KV Product in the Territory, or (ii) license, directly or indirectly, any KV Product in the Territory; provided, however, that the provisions of this Section 16.1 shall be inapplicable with respect to the Danazol Product if the Danazol Product is terminated from this Agreement under Section 2.2(a) or 2.2(b) or this Agreement is terminated by FemmePharma under Section 8.4. 16.2. Further Assurances. Each of FemmePharma and KV agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, that may be necessary or as the other party hereto may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confirm unto such other party its rights and remedies under, this Agreement.

16. MISCELLANEOUS PROVISIONS. 16.1. Non-Competition. FemmePharma agrees that during the term of this Agreement and for three (3) years after the termination of this Agreement, neither FemmePharma nor its Affiliates shall: (i) manufacture, offer for sale, sell or distribute or assist or enable any Third Party to manufacture, offer for sale, sell of distribute any KV Product in the Territory, or (ii) license, directly or indirectly, any KV Product in the Territory; provided, however, that the provisions of this Section 16.1 shall be inapplicable with respect to the Danazol Product if the Danazol Product is terminated from this Agreement under Section 2.2(a) or 2.2(b) or this Agreement is terminated by FemmePharma under Section 8.4. 16.2. Further Assurances. Each of FemmePharma and KV agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, that may be necessary or as the other party hereto may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confirm unto such other party its rights and remedies under, this Agreement. 16.3. Entire Agreement; Amendment. Together with the CDA, this Agreement, including the Appendices hereto, which are incorporated herein as if set forth in their entirety at the point of reference thereto, constitutes the entire understanding between the parties with respect to any Product or Additional Product and the FemmePharma Technology and the Trademark and supersedes all prior contracts, agreements and understandings (with the exception of the CDA) related to the same subject matter between the parties. No change or modification of any of the provisions hereof shall be effective unless in writing and signed by a duly authorized officer of each of the parties. 16.4. No Strict Construction; Legality; Severability. This Agreement has been prepared jointly and shall not be strictly construed against either party. Should any one or more of the provisions of this Agreement be determined by a judicial or administrative authority having jurisdiction thereof to be illegal or unenforceable, such illegal or unenforceable provisions shall be so modified by the authority making such determination, if and to the extent possible, so as to give effect to the intentions of the parties expressed herein, and all other provisions of this Agreement shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby. 16.5. No Waiver. No failure or delay of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 16.6. Cumulative Effect. The rights and remedies herein provided shall be cumulative and not exclusive of any other rights or remedies provided by law or otherwise. 34 16.7. No Agency. Nothing herein contained shall be deemed to create an agency, joint venture, amalgamation, partnership or similar relationship between FemmePharma and KV. Notwithstanding any of the provisions of this Agreement, neither party shall at any time enter into, incur, or hold itself out to third parties as having authority to enter into or incur, on behalf of the other party, any commitment, expense, or liability whatsoever, and all contracts, expenses and liabilities undertaken or incurred by one party in connection with or relating to the development, manufacture or sale of Products shall be undertaken, incurred or paid exclusively by that party, and not as an agent or representative of the other party. 16.8. Headings. The Section headings are for convenience only and will not be deemed to affect in any way the language of the provisions to which they refer. 16.9. Counterparts/Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Facsimile signatures shall be as effective as original signatures. 16.10. Copies. Copies of this Agreement which are true copies of the original and are manually signed by the parties shall be deemed duplicate originals.

16.7. No Agency. Nothing herein contained shall be deemed to create an agency, joint venture, amalgamation, partnership or similar relationship between FemmePharma and KV. Notwithstanding any of the provisions of this Agreement, neither party shall at any time enter into, incur, or hold itself out to third parties as having authority to enter into or incur, on behalf of the other party, any commitment, expense, or liability whatsoever, and all contracts, expenses and liabilities undertaken or incurred by one party in connection with or relating to the development, manufacture or sale of Products shall be undertaken, incurred or paid exclusively by that party, and not as an agent or representative of the other party. 16.8. Headings. The Section headings are for convenience only and will not be deemed to affect in any way the language of the provisions to which they refer. 16.9. Counterparts/Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Facsimile signatures shall be as effective as original signatures. 16.10. Copies. Copies of this Agreement which are true copies of the original and are manually signed by the parties shall be deemed duplicate originals. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 35

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first set forth herein.
FEMMEPHARMA, INC. KV PHARMACEUTICAL COMPANY

By: /s/ Gerianne DiPiano ---------------------------------Gerianne DiPiano, President

By: /s/ Alan G. Johnson ---------------------------Alan G. Johnson, Senior Vice President

36

Exhibit 10(uu) STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of April 18, 2002, by and between FEMMEPHARMA, INC., a Pennsylvania corporation ("FemmePharma") whose address is 37 West Avenue, Suite 101, Wayne, Pennsylvania 19087, and KV PHARMACEUTICAL COMPANY ("KV"), 2503 S. Hanley Rd., St. Louis, Missouri 63144. 1. CONTEMPORANEOUS PRODUCT LICENSE AGREEMENT; DUE DILIGENCE REVIEW. 1.1. On or about the date of this Agreement, FemmePharma and KV have entered into a license agreement (the "License Agreement") under which FemmePharma has granted KV marketing rights relating to a Danazol containing product, all as more fully set forth in the License Agreement (the "Danazol Product"). The Product is to be manufactured and sold under certain technology which is the subject of U.S. Patent #5,993,856 and U.S. Patent Application 09-355,213 filed June 27, 1999 (the "Patent") owned by FemmePharma (as defined in the License Agreement, the "Technology"). 2. PURCHASE AND SALE OF SHARES. 2.1. SALE AND ISSUANCE OF INITIAL SHARES - INITIAL CLOSING.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first set forth herein.
FEMMEPHARMA, INC. KV PHARMACEUTICAL COMPANY

By: /s/ Gerianne DiPiano ---------------------------------Gerianne DiPiano, President

By: /s/ Alan G. Johnson ---------------------------Alan G. Johnson, Senior Vice President

36

Exhibit 10(uu) STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of April 18, 2002, by and between FEMMEPHARMA, INC., a Pennsylvania corporation ("FemmePharma") whose address is 37 West Avenue, Suite 101, Wayne, Pennsylvania 19087, and KV PHARMACEUTICAL COMPANY ("KV"), 2503 S. Hanley Rd., St. Louis, Missouri 63144. 1. CONTEMPORANEOUS PRODUCT LICENSE AGREEMENT; DUE DILIGENCE REVIEW. 1.1. On or about the date of this Agreement, FemmePharma and KV have entered into a license agreement (the "License Agreement") under which FemmePharma has granted KV marketing rights relating to a Danazol containing product, all as more fully set forth in the License Agreement (the "Danazol Product"). The Product is to be manufactured and sold under certain technology which is the subject of U.S. Patent #5,993,856 and U.S. Patent Application 09-355,213 filed June 27, 1999 (the "Patent") owned by FemmePharma (as defined in the License Agreement, the "Technology"). 2. PURCHASE AND SALE OF SHARES. 2.1. SALE AND ISSUANCE OF INITIAL SHARES - INITIAL CLOSING. (a) Subject to the terms and conditions of this Agreement, KV agrees to purchase from FemmePharma, and FemmePharma agrees to issue and sell to KV 34,965 shares (the "INITIAL SHARES") of Series C Preferred Stock of FemmePharma, which shall be issued pursuant to the Designation Statement attached hereto as Exhibit A ("Series C Stock"), for an aggregate purchase price of Two Million Dollars ($2,000,000), or a price per share of $57.20 (the "Per Share Price"). (b) The closing of the purchase and sale of the Initial Shares (the "INITIAL CLOSING") shall take place by teleconference call and telecopier on the date of this Agreement (the "Initial Closing Date"). (c) At the Initial Closing FemmePharma shall deliver to KV: (i) a stock certificate representing the Initial Shares being purchased by KV; (ii) an Amended and Restated Stockholders Agreement in the form of Exhibit B hereto (the "Stockholders Agreement") duly executed by all of the parties thereto other than KV; and (iii) a Registration Rights Agreement in the form of Exhibit C hereto (the "Registration Rights Agreement") duly executed by all of the parties thereto other than KV. (d) If the issuance and sale of the Initial Shares is not consummated at the Initial Closing, either party not then in breach of this Agreement can terminate this Agreement by written notice to the other party of its election to so terminate.

Exhibit 10(uu) STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of April 18, 2002, by and between FEMMEPHARMA, INC., a Pennsylvania corporation ("FemmePharma") whose address is 37 West Avenue, Suite 101, Wayne, Pennsylvania 19087, and KV PHARMACEUTICAL COMPANY ("KV"), 2503 S. Hanley Rd., St. Louis, Missouri 63144. 1. CONTEMPORANEOUS PRODUCT LICENSE AGREEMENT; DUE DILIGENCE REVIEW. 1.1. On or about the date of this Agreement, FemmePharma and KV have entered into a license agreement (the "License Agreement") under which FemmePharma has granted KV marketing rights relating to a Danazol containing product, all as more fully set forth in the License Agreement (the "Danazol Product"). The Product is to be manufactured and sold under certain technology which is the subject of U.S. Patent #5,993,856 and U.S. Patent Application 09-355,213 filed June 27, 1999 (the "Patent") owned by FemmePharma (as defined in the License Agreement, the "Technology"). 2. PURCHASE AND SALE OF SHARES. 2.1. SALE AND ISSUANCE OF INITIAL SHARES - INITIAL CLOSING. (a) Subject to the terms and conditions of this Agreement, KV agrees to purchase from FemmePharma, and FemmePharma agrees to issue and sell to KV 34,965 shares (the "INITIAL SHARES") of Series C Preferred Stock of FemmePharma, which shall be issued pursuant to the Designation Statement attached hereto as Exhibit A ("Series C Stock"), for an aggregate purchase price of Two Million Dollars ($2,000,000), or a price per share of $57.20 (the "Per Share Price"). (b) The closing of the purchase and sale of the Initial Shares (the "INITIAL CLOSING") shall take place by teleconference call and telecopier on the date of this Agreement (the "Initial Closing Date"). (c) At the Initial Closing FemmePharma shall deliver to KV: (i) a stock certificate representing the Initial Shares being purchased by KV; (ii) an Amended and Restated Stockholders Agreement in the form of Exhibit B hereto (the "Stockholders Agreement") duly executed by all of the parties thereto other than KV; and (iii) a Registration Rights Agreement in the form of Exhibit C hereto (the "Registration Rights Agreement") duly executed by all of the parties thereto other than KV. (d) If the issuance and sale of the Initial Shares is not consummated at the Initial Closing, either party not then in breach of this Agreement can terminate this Agreement by written notice to the other party of its election to so terminate.

(e) At the Initial Closing KV shall deliver to FemmePharma: (i) the purchase price for the Initial Shares by wire transfer in accordance with wire transfer instructions which shall be furnished to KV by FemmePharma prior to the Closing; (ii) the Stockholders Agreement duly executed by KV; and (iii) the Registration Rights Agreement duly executed by KV. 2.2. SALE AND ISSUANCE OF SUBSEQUENT SHARES - SECOND CLOSING.

(e) At the Initial Closing KV shall deliver to FemmePharma: (i) the purchase price for the Initial Shares by wire transfer in accordance with wire transfer instructions which shall be furnished to KV by FemmePharma prior to the Closing; (ii) the Stockholders Agreement duly executed by KV; and (iii) the Registration Rights Agreement duly executed by KV. 2.2. SALE AND ISSUANCE OF SUBSEQUENT SHARES - SECOND CLOSING. (a) Subject to the terms and conditions set forth herein, at a second closing (the "Second Closing") which shall be held on a date and time mutually agreed to by FemmePharma and KV not later than fifteen (15) business days following the commencement of the Phase III Studies, as contemplated by the License Agreement, and provided that the License Agreement remains in effect, KV agrees to purchase from FemmePharma, and FemmePharma agrees to issue and sell to KV, 52,447.5 shares of Series C Stock (the "SECOND CLOSING SHARES") at the Per Share Price, for an aggregate purchase price of Three Million Dollars ($3,000,000). Conversely, this Agreement shall automatically terminate and be of no further force or effect if and upon the termination of the Danazol Product from the License Agreement prior to the Second Closing. (b) The purchase and sale of the Second Closing Shares shall take place in person or by teleconference call and telecopier at the offices of Morgan, Lewis & Bockius or other location mutually acceptable to the parties. (c) At the Second Closing, FemmePharma shall deliver to KV a stock certificate representing the Second Closing Shares. (d) At the Second Closing KV shall deliver the purchase price for the Second Closing Shares by wire transfer in accordance with wire transfer instructions which shall be furnished to KV by FemmePharma at least three business days prior to the Second Closing. 3. REPRESENTATIONS AND WARRANTIES OF KV. KV hereby represents and warrants to, and agrees with, FemmePharma as follows: 3.1. KV is duly authorized to execute this Agreement, and this Agreement constitutes the legal, valid and binding obligation of KV enforceable against KV in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 3.2. KV will acquire the Series C Stock for its own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein. -2-

3.3. KV has such knowledge and experience in finance, securities, investments and other business matters so as to be able to protect the interests of KV in connection with its purchase of the Series C Stock. KV is aware that an investment in the Series C Stock is speculative and subject to substantial risks. KV has no present or contemplated future need to dispose of any of the Series C Stock and is capable of bearing the economic risks of an investment in the Series C Stock, including, but not limited to, the possibility of the complete loss of the purchase price of the Series C Stock and the limited transferability of the Series C Stock, which may make the liquidation of its investment impossible for the indefinite future. 3.4. KV acknowledges that no market exists for the Series C Stock, that it is unlikely that a market will develop in the foreseeable future, and that KV may find it impossible to liquidate its investment at a time when it may desire to do so, or at any other time. 3.5. KV has been advised by FemmePharma that none of the Series C Stock to be issued to KV, or any stock

3.3. KV has such knowledge and experience in finance, securities, investments and other business matters so as to be able to protect the interests of KV in connection with its purchase of the Series C Stock. KV is aware that an investment in the Series C Stock is speculative and subject to substantial risks. KV has no present or contemplated future need to dispose of any of the Series C Stock and is capable of bearing the economic risks of an investment in the Series C Stock, including, but not limited to, the possibility of the complete loss of the purchase price of the Series C Stock and the limited transferability of the Series C Stock, which may make the liquidation of its investment impossible for the indefinite future. 3.4. KV acknowledges that no market exists for the Series C Stock, that it is unlikely that a market will develop in the foreseeable future, and that KV may find it impossible to liquidate its investment at a time when it may desire to do so, or at any other time. 3.5. KV has been advised by FemmePharma that none of the Series C Stock to be issued to KV, or any stock or securities in which it may hereafter be converted, will be registered under the Securities Act of 1933 (the "Act"), that the Series C Stock, or any stock or securities in which it may hereafter be converted, will be issued on the basis of the statutory exemptions provided by Section 4(2) of the Act and/or Regulation D thereunder relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed upon or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied on; and that FemmePharma's reliance thereon is based in part upon the representations made by KV in this Agreement. KV acknowledges that KV has been informed by FemmePharma of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of the Series C Stock. In particular, KV agrees that no sale, assignment or transfer of any of the Series C Stock or any stock or securities in which it may hereafter be converted, shall be valid or effective, and FemmePharma shall not be required to give any effect to such sale, assignment or transfer, in the absence of: (i) the sale, assignment or transfer of the Series C Stock or any stock or securities in which it may hereafter be converted, is registered under the Act, it being understood that the Series C Stock or any stock or securities in which it may hereafter be converted, is not currently registered for sale and that FemmePharma has no obligation or intention to so register the Series C Stock (except as provided in Article 6), (ii) the shares of Series C Stock are sold, assigned or transferred in accordance with all of the requirements and limitations of Rule 144 of the Act, it being understood that Rule 144 is not available at the present time for the sale of the Series C Stock, or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Act. KV further understands that an opinion of counsel and other documents shall be required to transfer the Series C Stock. KV acknowledges that the Series C Stock shall be subject to a stop transfer order and the certificate or certificates evidencing shares of the Series C Stock shall bear the following or a substantially similar legend or other legend as may appear on the forms of stock certificates and such other legends as may be required by state securities laws: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and neither such shares nor any interest therein may be offered, sold, pledged, assigned or otherwise transferred in the absence of: (i) a registration statement with respect thereto is effective under the Act and any applicable state securities laws or (ii) the issuer of the shares receives an opinion of counsel to the holder of such shares, -3-

which counsel and opinion are reasonably satisfactory to the issuer, that such shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Act or applicable state securities laws." 3.6. During the negotiation of the transactions contemplated herein, KV and KV's representatives and legal counsel have been afforded access to corporate books, financial statements, records, contracts, documents and other information concerning FemmePharma and to its offices and facilities, have been afforded an opportunity to ask such questions of FemmePharma's officers, employees, agents, counsel, accountants and representatives concerning FemmePharma's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. In taking any action or performing any role relative to the arranging of the proposed investment, KV has acted solely in KV's own

which counsel and opinion are reasonably satisfactory to the issuer, that such shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Act or applicable state securities laws." 3.6. During the negotiation of the transactions contemplated herein, KV and KV's representatives and legal counsel have been afforded access to corporate books, financial statements, records, contracts, documents and other information concerning FemmePharma and to its offices and facilities, have been afforded an opportunity to ask such questions of FemmePharma's officers, employees, agents, counsel, accountants and representatives concerning FemmePharma's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. In taking any action or performing any role relative to the arranging of the proposed investment, KV has acted solely in KV's own interest, and neither KV nor any agents or employees of KV has acted as an agent of FemmePharma. KV acknowledges that it has no assurances that the forecasts in the Business Plan provided to KV by FemmePharma in connection with the Due Diligence Review will be the same as the actual results achieved by FemmePharma. 4. REPRESENTATIONS AND WARRANTIES OF FEMMEPHARMA. In order to induce KV to enter into this Agreement, FemmePharma represents and warrants to KV that, except as disclosed in the Disclosure Statement attached hereto, the statements contained in this Article 4 are true and correct as of the date hereof. 4.1. FemmePharma is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, with full corporate power and authority to own, lease, use and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted. 4.2. FemmePharma does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise. FemmePharma is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution, guarantee or otherwise) in any other person or entity. 4.3. FemmePharma has provided KV with information related to the Danazol Product (including its formulation and delivery method), the Technology, the Patent, related clinical information (including the results of a primate study conducted by FemmePharma), the market for the Danazol Product, FemmePharma's business, business plans, financial condition, results of operation and projections therefor, and such other information as has been requested by KV in connection with the License Agreement and KV's proposed investment in FemmePharma contemplated by this Agreement. The information provided also included complete and accurate copies of the written information provided to certain independent investors (the "Independent Investors") by FemmePharma in connection with the investment by the Independent Investors in FemmePharma on or about November 13, 2000, and December 29, 2000, respectively, in an aggregate amount of $700,000 and $750,000, respectively (the "Independent Investor -4-

Investments") under agreements with the Independent Investors for the Independent Investor Investments (the "Independent Investor Agreements"). The execution and delivery of the Independent Investors Agreements and the consummation of the transactions contemplated thereby were duly authorized by the Board of Directors of FemmePharma. The Independent Investor Agreements were duly executed and delivered by FemmePharma and constitute the legal, valid and binding obligation of FemmePharma, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 4.4. FemmePharma has all of the corporate power and authority required to enter into this Agreement and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors and, if necessary, the shareholders of FemmePharma. This Agreement has been duly executed and delivered by FemmePharma and constitutes the legal, valid and binding obligation of FemmePharma, enforceable against it in

Investments") under agreements with the Independent Investors for the Independent Investor Investments (the "Independent Investor Agreements"). The execution and delivery of the Independent Investors Agreements and the consummation of the transactions contemplated thereby were duly authorized by the Board of Directors of FemmePharma. The Independent Investor Agreements were duly executed and delivered by FemmePharma and constitute the legal, valid and binding obligation of FemmePharma, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 4.4. FemmePharma has all of the corporate power and authority required to enter into this Agreement and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors and, if necessary, the shareholders of FemmePharma. This Agreement has been duly executed and delivered by FemmePharma and constitutes the legal, valid and binding obligation of FemmePharma, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable laws relating to creditors' rights or principles of equity affecting the availability of remedies. 4.5. (a) (i) FemmePharma's authorized capital stock consists solely of: (A) 19,000,000 shares of Common Stock, no par value, of which 1,429,379 shares are issued and outstanding, Management Options (the "Management Options") are outstanding for the purchase of 925,823 shares and Warrants (the "Warrants") are outstanding for the purchase of 200,000 shares, and (B) 2,000,000 shares of Preferred Stock, no par value, of which: (x) 713,500 shares are designated Series A Preferred Stock (and 713,375 shares are issued and outstanding), (y) 713,500 shares are designated Series B Preferred Stock (and 713,500 shares are issued and outstanding), and (z) 130,000 shares are designated Series C Preferred Stock, no par value (none of which shares are issued and outstanding). The registered shareholders of the currently outstanding Common Stock and Preferred Stock and the holders of the issued and outstanding Management Options and Warrants are as set forth in Schedule 4.5. Gerianne M. DiPiano ("DiPiano") owns the shares of Common Stock shown to be owned by her in Schedule 4.5, free and clear of all pledges, liens or encumbrances and such shares are not subject to any agreement regarding the sale, transfer or voting thereof. (ii) No shares of capital stock of FemmePharma have been issued and are held in its treasury. (iii) Except for the shares of Common Stock reserved for the conversion of the Preferred Stock purchased by the Independent Investors and upon the exercise of the Management Options and the Warrants, and the shares of Common Stock reserved for issuance upon the conversion of shares of Series C Stock issuable pursuant to this Agreement (including shares of Series C Stock which may be issued in respect of dividend payments), no shares of Common Stock have been reserved for issuance upon the exercise of stock purchase options or any other rights to purchase Common Stock or otherwise promised to be issued or sold. The issuance of all of such shares of Common Stock that are so issuable has been duly authorized, and such shares have been duly reserved for issuance, by the Board of Directors of FemmePharma. -5-

(iv) Each outstanding share of FemmePharma Common Stock is duly authorized and validly issued, fully paid and non-assessable, and has not been issued in violation of any preemptive rights, rights of first refusal or similar rights. (b) FemmePharma has paid no cash dividends on any Common Stock and has entered into no agreement for the payment of any future dividends. (c) FemmePharma knows of no agreements among the holders of the Common Stock which limit or control the manner in which the parties thereto vote their Common Stock. 4.6. Upon the payment by KV of the Per Share Price for the Series C Stock to be purchased by KV and the issuance and delivery of such shares of Series C Stock to KV by FemmePharma contemplated hereunder, all of such shares of Series C Stock will be duly authorized, validly issued, fully paid and non-assessable, and no further governmental authorization or approval of FemmePharma is or will be required in connection with the

(iv) Each outstanding share of FemmePharma Common Stock is duly authorized and validly issued, fully paid and non-assessable, and has not been issued in violation of any preemptive rights, rights of first refusal or similar rights. (b) FemmePharma has paid no cash dividends on any Common Stock and has entered into no agreement for the payment of any future dividends. (c) FemmePharma knows of no agreements among the holders of the Common Stock which limit or control the manner in which the parties thereto vote their Common Stock. 4.6. Upon the payment by KV of the Per Share Price for the Series C Stock to be purchased by KV and the issuance and delivery of such shares of Series C Stock to KV by FemmePharma contemplated hereunder, all of such shares of Series C Stock will be duly authorized, validly issued, fully paid and non-assessable, and no further governmental authorization or approval of FemmePharma is or will be required in connection with the issuance thereof. 4.7. Neither the execution and delivery of this Agreement by FemmePharma, nor the completion of the transactions contemplated hereby by FemmePharma, will: (i) Conflict with or result in a breach of the Articles of Incorporation or Bylaws of FemmePharma; (ii) Violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or call a default under, or result in the creation of any encumbrance upon any of the properties or assets of FemmePharma under, any of the terms or conditions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which FemmePharma is a party or by which it or its assets are bound or subject; (iii) Violate any law applicable to FemmePharma or any of its assets; or (iv) Require any action or consent or approval of, or review by, or registration or filing by FemmePharma with, any third party or any governmental authority. 4.8. The books of account and financial records of FemmePharma are currently maintained on a cash basis and fairly reflect the assets and liabilities of FemmePharma on a cash basis, but do not include accruals for any items of income or expense, and the Income and Expense Statements and balance sheets for the years ended December 31, 2000 and December 31, 2001, respectively, provided to KV by FemmePharma fairly present the financial condition, assets and liabilities of FemmePharma as at the respective dates and the results of its operations and cash flows for the periods covered thereby. FemmePharma has provided to KV projections of its future business and results of operation for 2002 (the "Projections"). FemmePharma has used its current knowledge in preparing the Projections; however, there is no assurance that the Projections will be achieved by FemmePharma. FemmePharma owns all of its assets free and clear of all liens, claims and encumbrances. -6-

4.9. Since December 31, 2000, FemmePharma has conducted its business in the ordinary course, consistent with past practice, and, to its knowledge, there has been no material adverse change in the assets, liabilities, results of operation, prospects, business or financial condition of FemmePharma, or any event, occurrence or development which may reasonably be expected to result in such a change or which would adversely affect the ability of FemmePharma to consummate the transactions contemplated hereby; provided, that since December 31, 2000 FemmePharma's financial condition has deteriorated due to continued operations without revenues. 4.10. FemmePharma maintains and operates a single location for the conduct of its business in the Commonwealth of Pennsylvania and is licensed to transact business in the states set forth in Schedule 4.10. FemmePharma has all licenses, permits, authorizations and administrative approvals ("Authorizations") required for the conduct of its business in each state in which FemmePharma conducts its business, except where the

4.9. Since December 31, 2000, FemmePharma has conducted its business in the ordinary course, consistent with past practice, and, to its knowledge, there has been no material adverse change in the assets, liabilities, results of operation, prospects, business or financial condition of FemmePharma, or any event, occurrence or development which may reasonably be expected to result in such a change or which would adversely affect the ability of FemmePharma to consummate the transactions contemplated hereby; provided, that since December 31, 2000 FemmePharma's financial condition has deteriorated due to continued operations without revenues. 4.10. FemmePharma maintains and operates a single location for the conduct of its business in the Commonwealth of Pennsylvania and is licensed to transact business in the states set forth in Schedule 4.10. FemmePharma has all licenses, permits, authorizations and administrative approvals ("Authorizations") required for the conduct of its business in each state in which FemmePharma conducts its business, except where the failure to have any such Authorization would not have a material adverse effect on FemmePharma or the business conducted by FemmePharma. FemmePharma is in compliance, in all material respects, with all laws, regulations and orders applicable to it or to the conduct or operation of its business or the ownership or use of its assets. 4.11. There are no legal proceedings pending or, to the knowledge of FemmePharma, threatened against FemmePharma or its assets. 4.12. Schedule 4.12 contains a list of all material trademarks, trade names, copyrights, patents and other intellectual property assets owned by FemmePharma, except for licenses implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs under which FemmePharma is the licensee ("FemmePharma's Intellectual Property"). There are no outstanding or, to the knowledge of FemmePharma, threatened disputes or disagreements with respect to any such intellectual property assets. To its knowledge, none of FemmePharma's Intellectual Property infringes or is alleged to infringe the intellectual property rights of any other person. 4.13. FemmePharma has filed or caused to be filed on a timely basis all tax returns and reports which have been required to be filed by FemmePharma and has paid or made provision for the payment, when due, of all taxes payable by FemmePharma pursuant thereto or otherwise, the failure of which would have a material adverse affect on FemmePharma. 4.14. FemmePharma has no obligation or liability to any broker, finder or agent in connection with the License Agreement or this Agreement. 5. INDEMNIFICATION. 5.1. By KV. KV agrees to indemnify, defend and hold harmless FemmePharma and each officer, director, partner, employee, agent and controlling person of FemmePharma, past, present or future, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty made by KV in Article 3 hereof. 5.2. By FemmePharma. FemmePharma agrees to indemnify, defend and hold harmless KV and each officer, director, partner, employee, agent and controlling person of KV, -7-

past, present or future, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of FemmePharma made in Article 4 hereof. 6. COVENANT OF FEMMEPHARMA. 6.1. FemmePharma covenants and agrees with KV that subsequent to the closing of the transactions contemplated by this Agreement (the "Closing"), FemmePharma will provide KV with a copy of FemmePharma's financial statements, including a balance sheet, income statement and statement of cash flows, prepared in accordance with generally accepted accounting principles (GAAP), consistently applied from period to period, for each of the first three fiscal quarters of FemmePharma not later than 30 days after the end of each such quarter and for each fiscal year of FemmePharma not later than 75 days after the end of the fiscal year. If the

past, present or future, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of FemmePharma made in Article 4 hereof. 6. COVENANT OF FEMMEPHARMA. 6.1. FemmePharma covenants and agrees with KV that subsequent to the closing of the transactions contemplated by this Agreement (the "Closing"), FemmePharma will provide KV with a copy of FemmePharma's financial statements, including a balance sheet, income statement and statement of cash flows, prepared in accordance with generally accepted accounting principles (GAAP), consistently applied from period to period, for each of the first three fiscal quarters of FemmePharma not later than 30 days after the end of each such quarter and for each fiscal year of FemmePharma not later than 75 days after the end of the fiscal year. If the financial statements of FemmePharma for the fiscal year are audited, FemmePharma shall provide KV with a copy of such audited financial statements and of the auditors' opinion related thereto. In addition, FemmePharma shall provide KV or a representative of KV; (i) reasonable access from time to time (but not necessarily more often than quarterly following the receipt of such financial statements) during normal business hours to the chief executive officer and chief financial officer of FemmePharma in order to keep KV informed of and to review the status of FemmePharma's business, results of operation and financial condition; and (ii) such additional access to FemmePharma's records as is necessary to allow KV to comply with requirements of any applicable law or administrative or regulatory requirement applicable to KV; provided that, any such information shall be held by KV in confidence and not used or disclosed by KV except to the extent it is legally compelled to do so. In addition, FemmePharma shall provide KV with a copy of all notices and other communications by FemmePharma with the holders of its common stock generally. This covenant shall terminate at the earlier of such time as: (a) FemmePharma has a public offering of securities registered under the Securities Act of 1933; provided, however, that FemmePharma will continue thereafter to provide KV copies of such financial information at such times as are required by KV to comply with applicable securities laws, or (b) KV no longer owns any shares of Series C Stock or Common Stock of FemmePharma. 7. CONDITIONS PRECEDENT TO KV'S OBLIGATION TO CLOSE. KV's obligation to purchase the Series C Stock and to take any other actions required to be taken by KV at either the Initial Closing or the Second Closing is subject to the satisfaction, at or prior to the applicable Closing, of each of the following conditions (any of which may be waived by KV, in whole or in part): 7.1. Accuracy of Representations. The representations and warranties of FemmePharma in this Agreement shall have been accurate as of the date of this Agreement and shall continue to be accurate as of the Closing Date as if made on the Closing Date, and FemmePharma shall have delivered to KV at the Closing a Certificate that such representations and warranties are true and correct on the Closing Date. 7.2. No Proceedings. There shall not be outstanding or then threatened against FemmePharma or KV any proceeding by a third party: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement -8-

or the License Agreement, or (b) that prevents, delays, makes illegal or otherwise interferes with the sale and delivery of the Series C Stock contemplated hereby. 7.3. License Agreement. The License Agreement shall have been entered into by FemmePharma and KV and shall be in full force and effect, and FemmePharma shall not be in breach thereof. 7.4. Second Closing. With respect to the Second Closing, (i) the Initial Closing shall have been consummated, and (ii) the Phase III Studies shall have commenced pursuant to and as defined in the License Agreement. 7.5. Performance. FemmePharma shall have performed all of the covenants required by this Agreement to be performed by it on or before the Closing.

or the License Agreement, or (b) that prevents, delays, makes illegal or otherwise interferes with the sale and delivery of the Series C Stock contemplated hereby. 7.3. License Agreement. The License Agreement shall have been entered into by FemmePharma and KV and shall be in full force and effect, and FemmePharma shall not be in breach thereof. 7.4. Second Closing. With respect to the Second Closing, (i) the Initial Closing shall have been consummated, and (ii) the Phase III Studies shall have commenced pursuant to and as defined in the License Agreement. 7.5. Performance. FemmePharma shall have performed all of the covenants required by this Agreement to be performed by it on or before the Closing. 8. CONDITIONS PRECEDENT TO FEMMEPHARMA'S OBLIGATION TO CLOSE. FemmePharma's obligation to sell the Series C Stock to KV hereunder and to take the other actions required to be taken by FemmePharma at either the Initial Closing or the Second Closing is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived by FemmePharma in whole or in part): 8.1. Accuracy of Representations. KV's representations and warranties in this Agreement shall have been accurate as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, and KV shall have delivered to FemmePharma at the Closing a certificate that such representations and warranties are true and correct on the Closing Date 8.2. KV's Performance. The covenants and obligations that KV is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with. 8.3. No Proceedings. There shall not be outstanding or then threatened against FemmePharma or KV any proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or the License Agreement, or (b) that prevents, delays, makes illegal or otherwise interferes with the sale and delivery of the Series C Stock contemplated hereby. 8.4. License Agreement. The License Agreement shall have been entered into by FemmePharma and KV and shall be in full force and effect, and KV shall not be in breach thereof. 8.5. Second Closing. With respect to the Second Closing, (i) the Initial Closing shall have been consummated, and (ii) the License Agreement shall not have been terminated with respect to the Danazol Product. 8.6. Performance. KV shall have performed all of the covenants required by this Agreement to be performed by it on or before the Closing. -99. MISCELLANEOUS PROVISIONS. 9.1. All warranties, representations, indemnities and agreements hereunder shall survive any termination or revocation of this Agreement for a period of two years. 9.2. Should any one or more of the provisions of this Agreement be determined by a judicial or administrative authority having jurisdiction thereof to be illegal or unenforceable, such illegal or unenforceable provisions shall be so modified by the authority making such determination, if and to the extent possible, so as to give effect to the intentions of the parties expressed herein, and all other provisions of this Agreement shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby.

9. MISCELLANEOUS PROVISIONS. 9.1. All warranties, representations, indemnities and agreements hereunder shall survive any termination or revocation of this Agreement for a period of two years. 9.2. Should any one or more of the provisions of this Agreement be determined by a judicial or administrative authority having jurisdiction thereof to be illegal or unenforceable, such illegal or unenforceable provisions shall be so modified by the authority making such determination, if and to the extent possible, so as to give effect to the intentions of the parties expressed herein, and all other provisions of this Agreement shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby. 9.3. Except as otherwise provided herein, all the terms, provisions, representations and warranties of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of the parties hereto. 9.4. It is the intention of the parties hereto that the laws of Pennsylvania should govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto, without regard to conflict or choice of law principles. 9.5. This Agreement contains the entire agreement between the parties hereto relating to the sale by FemmePharma and purchase by KV of the Series C Stock and may be amended only by a written amendment signed by all the parties hereto. 9.6. No failure or delay of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 9.7. The rights and remedies herein provided shall be cumulative and not exclusive of any other rights or remedies provided by law or otherwise. 9.8. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered, or mailed first class postage prepaid, Express, registered or certified mail, or sent by prepaid next business day courier: (i) If to FemmePharma at the address set forth for FemmePharma at the beginning of this Agreement; (ii) If to KV at the address set forth for KV at the beginning of this Agreement; or such other address as to which FemmePharma, or KV shall have specified by written notice to the other in accordance with this Section 9.8; and such notices and other communications shall for all purposes of this Agreement be treated as being effective or having been given when delivered, if delivered personally, or, if sent by mail, at the earlier of their receipt or 72 hours after the same have been deposited in the United States Mail, addressed and postage prepaid as aforesaid, or if -10-

sent by prepaid next business day courier on the business day following delivery thereof to the courier. 9.9. This Agreement may be executed in two or more counterparts with the same effect as if all parties hereto had signed the same documents. All such counterparts shall be deemed an original, shall be construed together and shall be considered one and the same instrument. Facsimile signatures shall be as effective as original signatures hereto. 9.10. Copies of this Agreement which are true copies of the original and are manually signed by the parties shall be deemed duplicate originals. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on the date and year

sent by prepaid next business day courier on the business day following delivery thereof to the courier. 9.9. This Agreement may be executed in two or more counterparts with the same effect as if all parties hereto had signed the same documents. All such counterparts shall be deemed an original, shall be construed together and shall be considered one and the same instrument. Facsimile signatures shall be as effective as original signatures hereto. 9.10. Copies of this Agreement which are true copies of the original and are manually signed by the parties shall be deemed duplicate originals. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on the date and year first above written. FEMMEPHARMA, INC.
By: /s/ Gerianne M. DiPiano -----------------------------Gerianne M. DiPiano President

KV PHARMACEUTICAL COMPANY
By: /s/ Alan G. Johnson ------------------------------Alan G. Johnson Senior Vice President

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Exhibit 10(vv) [Execution Copy] PRODUCT ACQUISITION AGREEMENT This Product Acquisition Agreement (this "Agreement") is made and entered into as of March 31, 2003, by and among Schwarz Pharma Manufacturing, Inc., an Indiana corporation ("SPM"), 1101 "C" Avenue West, Seymour, Indiana 47274, SRZ Properties, Inc., a Delaware corporation ("SRZ" and, together with SPM, "Schwarz"), 1101 "C" Avenue West, Seymour, Indiana 47274, and KV Pharmaceutical Company, a Delaware corporation ( "KV"), 2503 S. Hanley Road, St. Louis, Missouri 63144. W I T N E S S E T H: WHEREAS, KV desires to purchase, and Schwarz desires to sell, Schwarz's Niferex(R) product line, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schwarz and KV agree as follows: 1. CERTAIN TERMS.

Exhibit 10(vv) [Execution Copy] PRODUCT ACQUISITION AGREEMENT This Product Acquisition Agreement (this "Agreement") is made and entered into as of March 31, 2003, by and among Schwarz Pharma Manufacturing, Inc., an Indiana corporation ("SPM"), 1101 "C" Avenue West, Seymour, Indiana 47274, SRZ Properties, Inc., a Delaware corporation ("SRZ" and, together with SPM, "Schwarz"), 1101 "C" Avenue West, Seymour, Indiana 47274, and KV Pharmaceutical Company, a Delaware corporation ( "KV"), 2503 S. Hanley Road, St. Louis, Missouri 63144. W I T N E S S E T H: WHEREAS, KV desires to purchase, and Schwarz desires to sell, Schwarz's Niferex(R) product line, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schwarz and KV agree as follows: 1. CERTAIN TERMS. 1.1. Definitions. The terms defined in Schedule 1.1, when used in this Agreement, shall have the meanings set forth therein. 1.2. Terminology. All section, subsection, schedule, appendix and exhibit references used in this Agreement are to this Agreement unless otherwise specified. All schedules and exhibits attached to this Agreement constitute an integral part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly requires otherwise, (a) the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate, (b) the masculine shall include the feminine and the feminine shall include the masculine wherever or as often as may be appropriate, (c) the words "include" and "including" shall mean "including without limitation" and (d) the words "hereof," "herein," "hereunder," and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. 2. ACQUISITION OF PRODUCTS. 2.1. Sale of Assets. Upon the terms and subject to the conditions of this Agreement, (i) Schwarz shall sell, assign, transfer and deliver to KV or its designee at Closing, free and clear of all encumbrances (other than encumbrances created in connection with any Transaction Document), all of Schwarz's right, title and interest in the Assets (subject to Assumed Liabilities but excluding all Excluded Assets and Excluded Liabilities) and the Inventory and (ii) KV or its designee shall purchase and accept all of Schwarz's right, title and interest in the Assets (subject to Assumed Liabilities but excluding all Excluded Assets and Excluded Liabilities) and Inventory from Schwarz. 2.2. Assumption of Liabilities. With respect to the purchase and sale of the Assets, KV will, in addition to payment of the Purchase Price, assume at the Closing and subsequently, in due course, pay, honor and discharge, the Assumed Liabilities. 3. CONSIDERATION; ALLOCATION OF PURCHASE PRICE. 3.1. Purchase Price. In consideration of the sale of the Assets hereunder at the Closing, KV shall pay Schwarz at the Closing the sum of $14,300,000 (the "Purchase Price") plus the Inventory Price. Payment of the Purchase Price and the Inventory Price shall be made by wire transfer of immediately available funds in accordance with

2.2. Assumption of Liabilities. With respect to the purchase and sale of the Assets, KV will, in addition to payment of the Purchase Price, assume at the Closing and subsequently, in due course, pay, honor and discharge, the Assumed Liabilities. 3. CONSIDERATION; ALLOCATION OF PURCHASE PRICE. 3.1. Purchase Price. In consideration of the sale of the Assets hereunder at the Closing, KV shall pay Schwarz at the Closing the sum of $14,300,000 (the "Purchase Price") plus the Inventory Price. Payment of the Purchase Price and the Inventory Price shall be made by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions. 3.2. Inventory. The Inventory Price shall be determined by multiplying (i) the amount of finished Product units included in Schwarz's inventory on the Closing Date (the "Inventory") by (ii) the applicable price therefor set forth on Schedule 3.2 hereto. 3.3. Tax Reporting and Allocation of Consideration. KV and Schwarz recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement") with each of their respective federal income tax returns. 4. CLOSING. 4.1 The Closing. The closing of the sale and purchase of the Assets (the "Closing") shall take place on the date of this Agreement (the "Closing Date") by teleconference call and facsimile. At the Closing, the Parties to this Agreement will exchange the funds, certificates and other documents specified in this Agreement. The Closing shall be deemed to have occurred at 11:59 PM EST on the Closing Date. 4.2. Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by Schwarz in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to KV and its counsel. All proceedings to be taken and all documents to be executed and delivered by KV in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Schwarz and its counsel. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. 4.3. Deliveries by Schwarz at the Closing. At the Closing, Schwarz shall deliver to KV the following: (a) a receipt for the Purchase Price and the Inventory Price; (b) the Trademark Transfer Agreement, duly executed on behalf of SPM, SRZ and Schwarz Pharma, Inc.; 2

(c) certified copies of the resolutions of the Boards of Directors of each of SPM and SRZ approving this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; and (d) such other instruments and documents, in form and substance reasonably acceptable to KV, as may be reasonably necessary to effect the Closing. 4.4. Deliveries by KV at the Closing. At the Closing, KV shall deliver to Schwarz the following: (a) the Purchase Price and the Inventory Price, as provided in Section 3.1; (b) the Assumption Agreement, duly executed on behalf of KV; (c) a certified copy of the resolutions of the Board of Directors of KV approving this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; and

(c) certified copies of the resolutions of the Boards of Directors of each of SPM and SRZ approving this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; and (d) such other instruments and documents, in form and substance reasonably acceptable to KV, as may be reasonably necessary to effect the Closing. 4.4. Deliveries by KV at the Closing. At the Closing, KV shall deliver to Schwarz the following: (a) the Purchase Price and the Inventory Price, as provided in Section 3.1; (b) the Assumption Agreement, duly executed on behalf of KV; (c) a certified copy of the resolutions of the Board of Directors of KV approving this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; and (d) such other instruments and documents, in form and substance reasonably acceptable to Schwarz, as may be reasonably necessary to effect the Closing. 5. COVENANTS AND AGREEMENTS. 5.1. Limited License. Schwarz hereby grants to KV a non-exclusive, non-transferable, royalty-free license (the "License") to use Schwarz's existing NDC(s) for each of the Products to the extent such NDC(s) are applied to the existing packaging and labeling of the Inventory and the Products supplied to KV pursuant to Section 5.6. The License shall automatically expire upon the earlier to occur of (i) the date on which KV sells all of the Inventory and (ii) the date that is 180 days after the Closing Date. 5.2. Chargebacks, Rebates, Returns. (a) Chargebacks. Schwarz will be responsible for administering and satisfying all chargebacks, allowances, administrative fees and similar arrangements (collectively "Chargebacks") in each case arising with respect to Products that are sold by Schwarz on or before the Closing Date. KV shall be solely responsible for administering and satisfying all requests for Chargebacks arising with respect to Products that are sold by KV after the Closing Date. (b) Rebates. (i) Medicaid and State Rebate Programs. Until such date that is ninety (90) days following the Closing Date (the "Cut-Off Date"), Schwarz shall be responsible for paying for all Medicaid and state rebate programs for the Products sold and paid for by Medicaid or state rebate programs and for which a qualified invoice is issued. Schwarz shall be responsible for all Medicaid and state rebate reporting activity for Schwarz-labeled Products before and after the Closing Date. KV shall be responsible for paying for all rebates for Products sold 3 and paid for by Medicaid or state rebate programs, and for all related reporting activities, after the Cut-Off Date. Schwarz shall pay rebates for Schwarz-labeled Product(s) after the Closing and KV would reimburse Schwarz for post-Closing rebates paid on KV's behalf (in accordance with Section 5.2(d)) after the Cut-Off Date. Quarterly, on or before the tenth (10th) day following the end of any calendar quarter in which KV has sold Schwarz-labeled Products, KV will provide Schwarz with the appropriate pricing information (i.e., average manufacturer's price and best price) related to the Schwarz-labeled Products sold by KV to be combined with Schwarz pricing information for the quarter and reported to the appropriate agency. (ii) Managed Care, Retail Pharmacy and Other Customer Rebates. After the Closing Date, Schwarz shall be responsible for all managed care rebates and GPO administrative fees for the Products sold by Schwarz and paid for by a managed care or retail pharmacy entity or other customer, or otherwise pursuant to a customer agreement and for which a qualified rebate invoice is issued. KV shall be responsible to pay rebates and GPO

and paid for by Medicaid or state rebate programs, and for all related reporting activities, after the Cut-Off Date. Schwarz shall pay rebates for Schwarz-labeled Product(s) after the Closing and KV would reimburse Schwarz for post-Closing rebates paid on KV's behalf (in accordance with Section 5.2(d)) after the Cut-Off Date. Quarterly, on or before the tenth (10th) day following the end of any calendar quarter in which KV has sold Schwarz-labeled Products, KV will provide Schwarz with the appropriate pricing information (i.e., average manufacturer's price and best price) related to the Schwarz-labeled Products sold by KV to be combined with Schwarz pricing information for the quarter and reported to the appropriate agency. (ii) Managed Care, Retail Pharmacy and Other Customer Rebates. After the Closing Date, Schwarz shall be responsible for all managed care rebates and GPO administrative fees for the Products sold by Schwarz and paid for by a managed care or retail pharmacy entity or other customer, or otherwise pursuant to a customer agreement and for which a qualified rebate invoice is issued. KV shall be responsible to pay rebates and GPO administrative fees for Products sold by KV or its Affiliates that are paid for by a managed care or retail pharmacy entity or otherwise pursuant to a customer agreement. (c) Returns. Any Products sold by Schwarz that are returned to either KV or Schwarz following the Closing Date shall be for the account of Schwarz; provided, however, that, once the aggregate value of all such returns accepted by KV and Schwarz after the Closing Date equals $400,000, all returns accepted by either KV or Schwarz shall thereafter be allocated 100% for the account of KV. Schwarz or KV, as applicable, shall be entitled for reimbursement in accordance with Section 5.2(d) for the cost of any returns that it accepts for the account of the other Party. Schwarz and KV shall destroy such returned Products. KV shall not, and shall not cause any of its Affiliates or any Third Party to encourage any purchaser of Products sold by Schwarz to return such Products. (d) Reimbursement. KV or Schwarz, as the case may be, shall, on a monthly basis, submit to the other Party a written request for any amount for which it is entitled to reimbursement pursuant to this Section 5.2, together with all supporting documentation reasonably necessary to verify such claim. The Party receiving such a request shall make payment thereof within thirty (30) days of receipt of such documentation. (e) Identification. For purposes of determining whether Product was sold by Schwarz or KV pursuant to this Section 5.2, Schwarz and KV shall refer to lot numbers under which Product was sold, if available. In case of split lots that can not be identified or attributed to Schwarz or KV, the relevant cost or expense shall allocated pro rata between Schwarz and KV in the same ratio as the parties' share of the split lot. 5.3. Promotional Materials. Schwarz shall take all commercially reasonable steps necessary or reasonably requested by KV to cease all promotional, marketing and sales efforts in respect of the Products as of the Closing Date, including, without limitation, removing all references to the Products from Schwarz's (and its Affiliates') websites and destroying all promotional, sales and marketing materials relating to the Products in Schwarz's possession; 4 provided, however, that Schwarz reserves the right to retain one copy of any written materials in respect of the Products, which materials shall remain subject to the confidentiality provisions contained herein and, provided further, that nothing in this Section 5.3 shall apply to any activities in respect of, or materials used in, the continents of Asia or Australia by Schwarz or any of its Affiliates, including, without limitation, Schwarz Pharma Co., Ltd. and Schwarz Pharma Philippines Inc. 5.4. Transitional Assistance. Schwarz shall use commercially reasonable efforts to: (a) except as otherwise instructed by KV, notify customers for the Products of the transfer of sales of the Products to KV; provided that KV shall have the right to approve any written communication for such purpose; and (b) maintain Schwarz's medical inquiry support for each of the Products for forty-five (45) days after the Closing and refer persons who call with medical inquiries regarding any Product to KV or as otherwise designated by KV. 5.5. Disclosure of Know-How and Regulatory Materials. To the extent not heretofore provided or disclosed, at or promptly following the Closing, Schwarz shall provide or disclose to KV (i) all of the materials and information constituting the Know-How and (ii) any written correspondence between Schwarz and the FDA and any other reports, filings or other materials furnished by Schwarz to the FDA in respect of the Products during the past

provided, however, that Schwarz reserves the right to retain one copy of any written materials in respect of the Products, which materials shall remain subject to the confidentiality provisions contained herein and, provided further, that nothing in this Section 5.3 shall apply to any activities in respect of, or materials used in, the continents of Asia or Australia by Schwarz or any of its Affiliates, including, without limitation, Schwarz Pharma Co., Ltd. and Schwarz Pharma Philippines Inc. 5.4. Transitional Assistance. Schwarz shall use commercially reasonable efforts to: (a) except as otherwise instructed by KV, notify customers for the Products of the transfer of sales of the Products to KV; provided that KV shall have the right to approve any written communication for such purpose; and (b) maintain Schwarz's medical inquiry support for each of the Products for forty-five (45) days after the Closing and refer persons who call with medical inquiries regarding any Product to KV or as otherwise designated by KV. 5.5. Disclosure of Know-How and Regulatory Materials. To the extent not heretofore provided or disclosed, at or promptly following the Closing, Schwarz shall provide or disclose to KV (i) all of the materials and information constituting the Know-How and (ii) any written correspondence between Schwarz and the FDA and any other reports, filings or other materials furnished by Schwarz to the FDA in respect of the Products during the past three (3) years. 5.6. Supply Obligation. (a) SPM shall, pursuant to a written purchase order from KV received by SPM no later than twenty (20) days following the Closing Date, supply to KV the amounts of the Products set forth on Schedule 3.2. Such Products shall be supplied at the applicable prices set forth on Schedule 3.2 and shall be delivered EXW (Incoterms 2000) SPM's facility located at the address set forth in the first paragraph of this Agreement no later than ninety (90) days after the date of SPM's receipt of the purchase order therefor. Payment for Products supplied pursuant to this Section 5.6 shall be due and payable no later than thirty (30) days after KV's receipt of SPM's invoice therefor. (b) All Products supplied pursuant to this Section 5.6 shall (i) be manufactured in accordance with cGMP, (ii) conform to the Specifications, (iii) have at least 12 months dating and (iv) not be adulterated within the meaning of the Act. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5.6(b), SCHWARZ MAKES NO REPRESENTATIONS OR WARRANTIES TO KV IN RESPECT OF ANY PRODUCTS SUPPLIED PURSUANT TO THIS SECTION 5.6 AND SPECIFICALLY DISCLAIMS ANY STATUTORY OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. 5.7. Liability Insurance. For at least two (2) years following the Closing Date, each of Schwarz and KV shall maintain in full force and effect product liability insurance in respect of the Products in the amount of $10,000,000 per occurrence and in the aggregate. 5.8. Merz Agreement. Schwarz shall issue a written termination notice to Merz Pharmaceuticals, LLC ("Merz") in respect of, and shall thereafter terminate, that certain 5 Framework Agreement, dated September 30, 2002, between SPM and Merz (the "Merz Agreement") in accordance with the terms thereof promptly after the date hereof. 5.9. Opti-Med Agreement. Schwarz shall cause Schwarz Pharma, Inc. ("SPI") to issue a written termination notice to Opti-Med CR Labs, Inc. ("Opti-Med") in respect of, and thereafter terminate, that certain License Agreement, dated February 7, 2001, between SPI and Opti-Med (the "Opti-Med Agreement") in accordance with the terms thereof promptly after the date hereof. Prior to termination of the Opti-Med Agreement in accordance with this Section 5.9, Schwarz shall ensure that SPI does not approve any Sales Agreement (as defined in the Opti-Med Agreement) as contemplated by the Opti-Med Agreement. 6. REGULATORY MATTERS.

Framework Agreement, dated September 30, 2002, between SPM and Merz (the "Merz Agreement") in accordance with the terms thereof promptly after the date hereof. 5.9. Opti-Med Agreement. Schwarz shall cause Schwarz Pharma, Inc. ("SPI") to issue a written termination notice to Opti-Med CR Labs, Inc. ("Opti-Med") in respect of, and thereafter terminate, that certain License Agreement, dated February 7, 2001, between SPI and Opti-Med (the "Opti-Med Agreement") in accordance with the terms thereof promptly after the date hereof. Prior to termination of the Opti-Med Agreement in accordance with this Section 5.9, Schwarz shall ensure that SPI does not approve any Sales Agreement (as defined in the Opti-Med Agreement) as contemplated by the Opti-Med Agreement. 6. REGULATORY MATTERS. 6.1. ADE Reporting. SPM acknowledges its responsibility for any ADEs in respect of Products manufactured by SPM and shall be responsible for any reports in respect thereof required by Applicable Laws. KV shall be solely responsible for all ADEs and such reporting obligations in respect of Products manufactured by KV. Schwarz shall provide oral notice to KV of any ADE in respect of the Products promptly after becoming aware thereof and thereafter shall furnish to KV a copy of any report to a Regulatory Authority in respect of such ADE promptly after such report is made. 6.2. Notices. (a) Within seven (7) days after the Closing Date, both KV and Schwarz will inform the FDA of the ownership transfer of the Products as provided for in 21 CFR 207. (b) KV shall, as promptly as practicable following the Closing Date, file the Trademark Transfer Agreement with the U.S. Patent and Trademark Office and take such additional actions as may be necessary to transfer the foreign Trademarks under the laws of the applicable non-U.S. jurisdictions. 7. REPRESENTATIONS AND WARRANTIES. 7.1. Representations and Warranties of KV. KV hereby represents and warrants to Schwarz as follows: (a) Organization, Qualification and Good Standing. KV is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business, properties, assets or condition (financial or otherwise). (b) Authority. KV has the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and has taken all requisite corporate action to execute and deliver this Agreement and the other Transaction Documents to which it is a party. This Agreement and the other Transaction Documents to which KV is a party have been or at the Closing will be duly and validly executed and delivered by KV and are, or upon the execution 6

thereof will be, the legal, valid and binding obligations of KV, enforceable against KV in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. (c) No Violation. The execution, delivery and performance by KV of this Agreement and the other Transaction Documents to which it is a party and its compliance with the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms and conditions of or constitute a default, with or without the passage of time, the giving of notice or both, under: (i) any loan agreement, guaranty, financing agreement, license, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its certificate of incorporation or bylaws; or (iii) any judgment, order, writ, injunction or decree of any court or governmental or administrative authority entered against it or by which it or any of its property is bound. (d) Consents. To KV's knowledge, no consent, waiver, approval, order, permit or authorization of, or

thereof will be, the legal, valid and binding obligations of KV, enforceable against KV in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. (c) No Violation. The execution, delivery and performance by KV of this Agreement and the other Transaction Documents to which it is a party and its compliance with the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms and conditions of or constitute a default, with or without the passage of time, the giving of notice or both, under: (i) any loan agreement, guaranty, financing agreement, license, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its certificate of incorporation or bylaws; or (iii) any judgment, order, writ, injunction or decree of any court or governmental or administrative authority entered against it or by which it or any of its property is bound. (d) Consents. To KV's knowledge, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any Person or governmental body is required on the part of KV in connection with the execution and delivery of this Agreement or the other Transaction Documents to which KV is a party or the compliance by KV with any of the provisions hereof or thereof, other than (i) the notices contemplated in Section 6.1 and (ii) any such permit, authorization, declaration, filing or notification which would not reasonably be expected to have a material adverse effect on KV or its ability to enter into the Transaction Documents or consummate the transactions contemplated thereby. (e) Litigation. There is no pending or, to the knowledge of KV, threatened legal proceeding, action, arbitration or court, governmental or administrative judgment, order or ruling that seeks to enjoin or obtain damages in respect of the consummation of the transactions contemplated by this Agreement or that questions the validity of this Agreement, the other Transaction Documents to which KV is a party or any action taken or to be taken by KV in connection with the consummation of the transactions contemplated hereby or thereby. (f) Brokers. No Person has acted directly or indirectly as a broker, finder or financial advisor for KV in connection with the negotiations relating to, or the transactions contemplated by, this Agreement and no Person is entitled to any fee, commission or like payment in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of KV. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7.1, KV MAKES NO REPRESENTATIONS OR WARRANTIES TO SCHWARZ AND SPECIFICALLY DISCLAIMS ANY STATUTORY OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. 7.2. Representations and Warranties of Schwarz. Schwarz hereby represents and warrants to KV as follows: (a) Organization, Qualification and Good Standing. SPM is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and SRZ is a corporation duly organized, validly existing and in good standing under the laws of 7

the State of Delaware and each of SPM and SRZ is duly qualified to transact business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business, properties, assets or condition (financial or otherwise). (b) Authority. Each of SPM and SRZ has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and has taken all requisite corporate action to execute and deliver this Agreement and the other Transaction Documents to which it is a party. This Agreement and the other Transaction Documents to which SPM or SRZ, as applicable, is a party have been, or at the Closing will be, duly and validly executed and delivered by SPM or SRZ, as the case may be, and are, or upon the execution thereof will be the legal, valid and binding obligations of SPM or SRZ, as applicable, enforceable against such party in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity.

the State of Delaware and each of SPM and SRZ is duly qualified to transact business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business, properties, assets or condition (financial or otherwise). (b) Authority. Each of SPM and SRZ has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and has taken all requisite corporate action to execute and deliver this Agreement and the other Transaction Documents to which it is a party. This Agreement and the other Transaction Documents to which SPM or SRZ, as applicable, is a party have been, or at the Closing will be, duly and validly executed and delivered by SPM or SRZ, as the case may be, and are, or upon the execution thereof will be the legal, valid and binding obligations of SPM or SRZ, as applicable, enforceable against such party in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. (c) No Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which SPM or SRZ is a party and the compliance with the terms and provisions hereof and thereof by SPM and SRZ do not and will not conflict with or result in a breach of any of the terms or conditions of or constitute a default, with or without the passage of time, the giving of notice or both, under: (i) any agreement, license, document, instrument, indenture, guarantee or other agreement or instrument binding on or affecting Schwarz or its assets; (ii) the provisions of its charter, bylaws or similar corporate governing instruments of SPM or SRZ, as applicable; or (iii) any order, writ, injunction or decree of any court or governmental or administrative authority, which affects or could affect the Products, the Know-How, the Trademarks, the Copyrights or the performance of this Agreement or the other Transaction Documents to which SPM or SRZ is a party by SPM or SRZ or the rights being transferred by Schwarz hereunder and thereunder, except, in each case, as would not reasonably be expected to have a material adverse effect on Schwarz or its ability to enter into the Transaction Documents or to consummate the transactions contemplated thereby. (d) Information and Records. Schwarz has provided to KV: (i) a list of substantially all Third Party purchasers of each of the Products, together with amounts purchased, by quarter, since January 1, 2002, (ii) a list of all chargeback, rebate, discount, allowance, Third Party reimbursement or administrative fee or other agreements or arrangements relating to the sale of each of the Products, and price changes, including (but not limited to) any agreements for extended payment terms or other unusual terms or conditions of sale of the Products agreed to by Schwarz, as well as Schwarz's return policies with respect to the Products, since January 1, 2002 and (iii) a list of ADEs. Such information shall be considered Confidential Information subject to the terms of Section 10. (e) Returns. Schwarz has provided KV information regarding the level of returns of each of the Products since January 1, 2002, which information is complete and accurate in all material respects. (f) Certain Changes. Except as disclosed in Schedule 7.2(f), since October 1, 2002, Schwarz has not made any material deviation from the ordinary and usual course of the manufacture or sale of the Products, including selling and pricing. 8 (g) Financial Information. The Product Financial Information in respect of the period from January 1, 2002 to December 31, 2002 and for the period from January 1, 2003 to February 28, 2003 has been prepared in good faith from the books and records of Schwarz in accordance with the standard accounting procedures of Schwarz, consistently applied, and fairly presents, in all material respects, the information contained therein. The Product Financial Information in respect of the period from January 1, 2002 to December 31, 2002 has been used in preparing the audited financial statements of Schwarz and its Affiliates for fiscal year 2002. (h) Extensions; Generics. Schwarz has not developed or planned: (i) any unlaunched extension or improvement of any Product for sale in North America, or (ii) a generic alternative product to any Product. (i) Litigation. There are no pending or, to the knowledge of Schwarz, threatened product liability or other claims, actions, arbitrations, administrative or other proceedings affecting Schwarz, the Products, the Know-How, the Trademarks or the Copyrights or which could materially and adversely affect either: (i) the transactions

(g) Financial Information. The Product Financial Information in respect of the period from January 1, 2002 to December 31, 2002 and for the period from January 1, 2003 to February 28, 2003 has been prepared in good faith from the books and records of Schwarz in accordance with the standard accounting procedures of Schwarz, consistently applied, and fairly presents, in all material respects, the information contained therein. The Product Financial Information in respect of the period from January 1, 2002 to December 31, 2002 has been used in preparing the audited financial statements of Schwarz and its Affiliates for fiscal year 2002. (h) Extensions; Generics. Schwarz has not developed or planned: (i) any unlaunched extension or improvement of any Product for sale in North America, or (ii) a generic alternative product to any Product. (i) Litigation. There are no pending or, to the knowledge of Schwarz, threatened product liability or other claims, actions, arbitrations, administrative or other proceedings affecting Schwarz, the Products, the Know-How, the Trademarks or the Copyrights or which could materially and adversely affect either: (i) the transactions contemplated by this Agreement or the other Transaction Documents to which SPM or SRZ is a party or (ii) the manufacture, packaging, use, offer for sale, sale or distribution of the Products. Neither Schwarz nor its insurer has made any payment with respect to any product liability claims relating to the Products under any insurance policy (including self-insurance). (j) Inventory. All Products included in the Inventory were manufactured in accordance with cGMP, meet the Specifications, have a remaining dating of not less than 12 months, and are not adulterated within the meaning of the Act. (k) No Conflicting Rights. Except as contemplated by those certain agreements between Schwarz and its Affiliates and Opti-Med CR Labs, Inc. which are disclosed on Schedule 7.2(l), Schwarz owns and has not sold, transferred, sublicensed, pledged, encumbered or granted any rights or interest in or to the Know-How, the Trademarks, the Copyrights or the Products to any Third Party inconsistent with the provisions of this Agreement. The rights of Schwarz's Affiliates to use the Trademarks are limited to the manufacture, use and sale of the Products by such Affiliates in the continents of Asia, Australia and in Denmark, Estonia, Iceland, Latvia, Lithuania, Norway or Sweden. SPI has not heretofore approved any Sales Agreements (as defined in the OptiMed Agreement) as contemplated by the Opti-Med Agreement. (l) Contracts. Set forth on Schedule 7.2(l) hereto is a list of (i) each written or other binding agreement, commitment or understanding with any Third Party pertaining to the manufacture, packaging, labeling, filling, marketing, sale or distribution of the Products, other than purchase orders entered into by Schwarz in the ordinary course of business and (ii) each agreement between Schwarz and any Third Party pursuant to which Schwarz is obligated to sell any Product or to pay or credit reimbursements, rebates, chargebacks, discounts, refunds or other arrangements relating to the sale of a Product to Third Party buyers or users of any Product (collectively, the "Contracts"). Schwarz has not experienced any material adverse change in the existence or terms of the Contracts with respect to the Products since January 1, 2002. 9 (m) Compliance With Laws. Except as set forth on Schedule 7.2(m), no Regulatory Approvals have been obtained with respect to the manufacture, marketing, promotion, sale or distribution of the Products. To its knowledge, Schwarz has complied in all material respects with all other Applicable Laws in connection with the development, manufacture, testing, import, export, marketing, advertising, offer for sale, sale and distribution of the Products. (n) Infringement. The Trademarks are owned by Schwarz and constitute the only trademarks, except for variations of the corporate name "Schwarz", under which the Products are or have been sold by Schwarz. Schwarz has no knowledge and has received no written allegation or claim from any Third Party that any Product, Know-How, Trademarks or other intellectual property related to the Products infringes upon the intellectual property rights of any other Person, and Schwarz has the right to sell and transfer the same to KV, as provided hereunder. (o) Brokers. No Person has acted directly or indirectly as a broker, finder or financial advisor for Schwarz in connection with the negotiations relating to, or the transactions contemplated by, this Agreement and no Person is entitled to any fee, commission or like payment in respect thereof based in any way on any agreement,

(m) Compliance With Laws. Except as set forth on Schedule 7.2(m), no Regulatory Approvals have been obtained with respect to the manufacture, marketing, promotion, sale or distribution of the Products. To its knowledge, Schwarz has complied in all material respects with all other Applicable Laws in connection with the development, manufacture, testing, import, export, marketing, advertising, offer for sale, sale and distribution of the Products. (n) Infringement. The Trademarks are owned by Schwarz and constitute the only trademarks, except for variations of the corporate name "Schwarz", under which the Products are or have been sold by Schwarz. Schwarz has no knowledge and has received no written allegation or claim from any Third Party that any Product, Know-How, Trademarks or other intellectual property related to the Products infringes upon the intellectual property rights of any other Person, and Schwarz has the right to sell and transfer the same to KV, as provided hereunder. (o) Brokers. No Person has acted directly or indirectly as a broker, finder or financial advisor for Schwarz in connection with the negotiations relating to, or the transactions contemplated by, this Agreement and no Person is entitled to any fee, commission or like payment in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of Schwarz. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7.2, SCHWARZ MAKES NO REPRESENTATIONS OR WARRANTIES TO KV AND SPECIFICALLY DISCLAIMS ANY STATUTORY OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. 7.3. Survival of Representations and Warranties. The respective representations and warranties of the Parties hereto shall survive the Closing until June 30, 2004. 8. NON-COMPETITION. 8.1. Schwarz agrees that for the five (5) year period following the Closing Date, Schwarz will not offer for sale, sell or distribute or assist or enable any Affiliate to offer for sale, sell or distribute or license, directly or indirectly, in or in respect of North America (i) any generic version of any Products or (ii) any Competing Product; provided, however, that nothing contained herein shall preclude Schwarz or its Affiliates from (i) any activity in respect of Ferro Sanol, (ii) licensing the Niferex trademark to OY Verman, AB for use in Denmark, Estonia, Finland, Iceland, Latvia, Lithuania, Norway and Sweden, but not outside such countries, (iii) subject to Section 5.8, supplying any of the Products to Merz, in accordance with Schwarz's obligations under the Merz Agreement, (iv) manufacturing the Products for sale in, or the marketing, distribution or sale of the Products solely in, the continents of Asia or Australia, it being understood that neither Schwarz nor its Affiliates shall encourage the resale of such Products in North America, or (v) filling the Excluded Purchase Orders. 8.2. In the event Schwarz or any of its Affiliates acquires a Third Party which has filed an application for Regulatory Approval for or makes or sells one or more product that would violate Section 8.1, Schwarz or any of its Affiliates shall be permitted to make, have made, 10 market, use, sell and offer for sale such products, whether or not the period specified in Section 8.1 has expired and whether or not such products compete directly or indirectly with any Product; provided, however, that Schwarz shall or shall cause its applicable Affiliate to use commercially reasonable efforts to divest itself of such products within nine months after the closing of such acquisition or merger. 8.3. Because of the immediate and irreparable damage that would be caused to KV for which monetary damages would not be a sufficient remedy, the Parties agree that KV will be entitled to seek specific performance, temporary and permanent injunctive relief, and other equitable remedies against Schwarz in the event of the breach or threatened breach of the provisions of Section 8.1, without any obligation to post a bond or other security in connection therewith. This Section shall not limit any other legal or equitable remedies that KV may have against Schwarz for violation of the restrictions herein or otherwise under this Agreement. The performance of this Article 8 by Schwarz's Affiliates is hereby guaranteed by Schwarz. 9. INDEMNIFICATION.

market, use, sell and offer for sale such products, whether or not the period specified in Section 8.1 has expired and whether or not such products compete directly or indirectly with any Product; provided, however, that Schwarz shall or shall cause its applicable Affiliate to use commercially reasonable efforts to divest itself of such products within nine months after the closing of such acquisition or merger. 8.3. Because of the immediate and irreparable damage that would be caused to KV for which monetary damages would not be a sufficient remedy, the Parties agree that KV will be entitled to seek specific performance, temporary and permanent injunctive relief, and other equitable remedies against Schwarz in the event of the breach or threatened breach of the provisions of Section 8.1, without any obligation to post a bond or other security in connection therewith. This Section shall not limit any other legal or equitable remedies that KV may have against Schwarz for violation of the restrictions herein or otherwise under this Agreement. The performance of this Article 8 by Schwarz's Affiliates is hereby guaranteed by Schwarz. 9. INDEMNIFICATION. 9.1. Indemnification by Schwarz. Schwarz shall indemnify, defend and hold harmless the KV Indemnitees from and against any and all Claims to which the KV Indemnitees may become subject or incur, suffer or be required to pay resulting from or arising in connection with: (a) the misrepresentation or breach by Schwarz of any obligation, covenant, representation or warranty contained in this Agreement or the other Transaction Documents and (b) the Excluded Liabilities. Notwithstanding the foregoing, Schwarz shall have no obligation under this Agreement to indemnify, defend or hold harmless the KV Indemnitees with respect to Claims to the extent they are caused by the willful misconduct or negligent acts or omissions of a KV Indemnitee or the misrepresentation or breach by KV of any obligation, covenant, representation or warranty contained in this Agreement or any other Transaction Document to which KV is a party. 9.2. Indemnification by KV. KV shall indemnify, defend and hold harmless the Schwarz Indemnitees from and against any Claims which the Schwarz Indemnitees may become subject or incur, suffer or be required to pay resulting from or arising in connection with: (a) the misrepresentation or breach by KV of any obligation, covenant, representation or warranty contained in this Agreement or any other Transaction Document to which KV is a party and (b) the Assumed Liabilities. Notwithstanding the foregoing, KV shall have no obligation under this Agreement or any other Transaction Document to which KV is a party to indemnify, defend or hold harmless any Schwarz Indemnitee with respect to Claims to the extent they are caused by a misrepresentation under or breach of any Transaction Document by Schwarz or the willful misconduct or negligent acts or omissions of a Schwarz Indemnitee. 9.3. Determination of Damages and Related Matters. In calculating any amount payable to KV pursuant to Section 9.1 or payable to Schwarz pursuant to Section 9.2, Schwarz or KV, as the case may be, such amount shall be reduced by (i) any tax benefit allowable as a result of the facts giving rise to the claim for indemnification, and (ii) any insurance proceeds recovered. Schwarz and KV agree that, except as specifically set forth in this Agreement and the Schedules hereto, neither party (including its representatives) has made or shall have liability for any representation or warranty, express or implied, in connection with the transactions 11

contemplated by this Agreement. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR ANY AMOUNT ATTRIBUTABLE TO LOST PROFITS. 9.4. Limitation on Indemnification Liabilities. The indemnification rights in favor of KV Indemnitees contained in Section 9.1 shall terminate once the dollar amount of all direct or indirect losses, liabilities, damages and expenses (including reasonable attorneys' fees) indemnified against under such Section reaches Five Million Dollars ($5,000,000) in the aggregate. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the Purchase Price for tax purposes, unless a determination (as defined in Section 1313 of the Code) with respect to the indemnified party causes such payment not to constitute an adjustment to the Purchase Price for United States federal income tax purposes. 9.5. Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any Claim related

contemplated by this Agreement. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR ANY AMOUNT ATTRIBUTABLE TO LOST PROFITS. 9.4. Limitation on Indemnification Liabilities. The indemnification rights in favor of KV Indemnitees contained in Section 9.1 shall terminate once the dollar amount of all direct or indirect losses, liabilities, damages and expenses (including reasonable attorneys' fees) indemnified against under such Section reaches Five Million Dollars ($5,000,000) in the aggregate. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the Purchase Price for tax purposes, unless a determination (as defined in Section 1313 of the Code) with respect to the indemnified party causes such payment not to constitute an adjustment to the Purchase Price for United States federal income tax purposes. 9.5. Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any Claim related to any Product, the Intellectual Property, any Applicable Laws or any other matter asserted or threatened against such Party (the "Defending Party") with respect to which it expects to seek indemnification from the other Party hereunder (an "Indemnifiable Claim"). With respect to any Indemnifiable Claims asserted against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as provided in this Article 9, reasonably cooperate with and provide such reasonable assistance to the Defending Party as such Defending Party may reasonably request in connection with its defense against such Indemnifiable Claim. Such reasonable assistance shall include, but is not limited to, providing copies of all relevant documents, correspondence and other materials that the Defending Party may reasonably request; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 10. 9.6. Conditions to Indemnification. The obligations of the indemnifying Party under Sections 9.1 and 9.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Indemnifiable Claim within twenty (20) days after the indemnified Party receives actual knowledge of the potential Indemnifiable Claim; however, the failure to give notice within such twenty (20) day period shall be a defense only to the extent the indemnifying Party is actually prejudiced thereby. 9.7. Indemnification Procedure for Third-Party Claims. Except as otherwise provided herein, in the event of the initiation of any legal proceeding against an indemnified Party by a Third Party, the indemnifying Party shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle (subject to Section 9.8) or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the indemnified Party may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement (subject to Section 9.8) of any such legal proceeding, claim or demand. To the extent the indemnifying Party elects not to defend such proceeding, claim or demand, and the indemnified Party defends against or otherwise deals with any such proceeding, claim or demand, the indemnified Party may retain counsel, at the expense of the indemnifying Party, and control the defense of such proceeding. If the indemnifying Party elects not to defend 12 any such proceeding, the indemnified Party may settle, subject to Section 9.8, such proceeding without the consent of the indemnifying Party, and the indemnifying Party shall indemnify and hold the indemnified Party harmless with respect to any loss, liability, claim, obligation, damage and expense occasioned by such settlement. 9.8. Settlements. Neither Party may settle an Indemnifiable Claim without the consent of the other Party if such settlement would impose any monetary obligation on the other Party, require the other Party to submit to an injunction, limit the other Party's rights under this Agreement or another Transaction Document or otherwise adversely affect the rights, claims or interests of the other Party unless the indemnified Party is unconditionally released from all liability in respect of such Indemnifiable Claim. 9.9. Exclusive Remedy. The indemnification provided in this Article 9, subject to the limitations set forth herein, shall be the exclusive post-Closing remedy for damages available to any

any such proceeding, the indemnified Party may settle, subject to Section 9.8, such proceeding without the consent of the indemnifying Party, and the indemnifying Party shall indemnify and hold the indemnified Party harmless with respect to any loss, liability, claim, obligation, damage and expense occasioned by such settlement. 9.8. Settlements. Neither Party may settle an Indemnifiable Claim without the consent of the other Party if such settlement would impose any monetary obligation on the other Party, require the other Party to submit to an injunction, limit the other Party's rights under this Agreement or another Transaction Document or otherwise adversely affect the rights, claims or interests of the other Party unless the indemnified Party is unconditionally released from all liability in respect of such Indemnifiable Claim. 9.9. Exclusive Remedy. The indemnification provided in this Article 9, subject to the limitations set forth herein, shall be the exclusive post-Closing remedy for damages available to any KV Indemnitee or Schwarz Indemnitee arising out of or relating to the Transaction Documents and the transactions contemplated thereunder. 10. CONFIDENTIALITY. 10.1. Nondisclosure Obligation. Prior to the date that is five (5) years after the Closing Date, neither Party shall disclose to any Third Party or use, except as contemplated by this Agreement, any Confidential Information (as defined below) of the other Party without the prior written consent of the other Party. For purposes of this Agreement, "Confidential Information" shall mean information of either Party disclosed to the other Party that was marked "confidential," "trade secret" or a similar designation if in tangible form, designated as confidential at time of disclosure whether in oral or written form or which by its nature should be understood by a reasonable party in the pharmaceutical industry to constitute confidential information. For purposes of this Section 10.1, Confidential Information of KV shall include the proprietary information included in the Assets, which information shall not be subject to the exception set forth in clause (a), below. Except as set forth in the foregoing sentence, "Confidential Information" shall not include any information that: (a) is known by the receiving Party and is not subject to an obligation of confidentiality to a Third Party or was not obtained through a prior disclosure by the disclosing Party; (b) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who has the right to make such disclosure; (d) is required by law, regulation, rule, act or order of any governmental authority or agency or administrative or self-regulatory body with applicable authority to be disclosed by a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and thereafter the disclosing Party discloses to the requesting entity only the 13

minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party. 10.2. Permitted Disclosures. Notwithstanding the provisions of Section 10.1, Information may be disclosed to employees, agents, consultants, financing sources, vendors or suppliers of the recipient Party, but only to the extent required for performance of the Transaction Documents; provided, however, that the recipient Party obtains prior agreement from its employees, agents, consultants, financing sources, vendors or suppliers to whom such disclosure is to be made to hold in confidence and not make use of such Information for any purpose other than those permitted by this Agreement and subject to the provisions of Section 10.1, and provided further, that the recipient Party shall be responsible and liable for any breach of Section 10.1 to the same extent as if the acts of such employees, agents, consultants, financing sources, vendors or suppliers were the acts of the recipient Party. Each Party will use at least the same

minimum information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party. 10.2. Permitted Disclosures. Notwithstanding the provisions of Section 10.1, Information may be disclosed to employees, agents, consultants, financing sources, vendors or suppliers of the recipient Party, but only to the extent required for performance of the Transaction Documents; provided, however, that the recipient Party obtains prior agreement from its employees, agents, consultants, financing sources, vendors or suppliers to whom such disclosure is to be made to hold in confidence and not make use of such Information for any purpose other than those permitted by this Agreement and subject to the provisions of Section 10.1, and provided further, that the recipient Party shall be responsible and liable for any breach of Section 10.1 to the same extent as if the acts of such employees, agents, consultants, financing sources, vendors or suppliers were the acts of the recipient Party. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants, financing sources, vendors or suppliers do not disclose or make any unauthorized use of the Confidential Information. 10.3. Privileged Communications. Notwithstanding any other provision of this Article 10, it is expected that KV and Schwarz will, from time to time, disclose to one another privileged communications with counsel in furtherance of this Agreement, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential and that they are made in connection with the shared community of legal interests existing between Schwarz and KV, including the community of legal interests in avoiding any infringement of any patents. 11. MISCELLANEOUS. 11.1. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by generally recognized next business day courier or certified or registered mail or sent by facsimile, receipt acknowledged, to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice: If to KV, to: KV Pharmaceutical Company 2503 South Hanley Road St. Louis, Missouri 63144-2555 Attention: Chief Executive Officer Telefax: (314) 645-4705 If to Schwarz, to: Schwarz Pharma Manufacturing, Inc. 1101 "C" Avenue West Seymour, Indiana 47274 Attention: President Telefax: (812) 523-1887 14 11.2. Press Releases. On or after the date of this Agreement, neither Party may issue a press release announcing the transactions agreed to hereunder, except to the extent necessary to comply with applicable legal requirements. Any such press release shall be subject to the prior review of the other Party in accordance with any legally required timing of the release, which approval shall not be unreasonably withheld. Subject to the foregoing, KV shall have the right to issue the initial press release, it being understood that such initial press release shall be issued promptly following the Closing and that Schwarz shall issue its press release promptly following KV's issuance of such initial press release. 11.3. Payment of Fees and Expenses. Each Party shall pay all fees and expenses of its respective counsel, accountants, advisors and other expenses incurred by the Party incident to the consummation of the transactions contemplated by this Agreement and, except as expressly provided in the Transaction Documents, in performing its respective obligations under this Agreement and the other Transaction Documents.

11.2. Press Releases. On or after the date of this Agreement, neither Party may issue a press release announcing the transactions agreed to hereunder, except to the extent necessary to comply with applicable legal requirements. Any such press release shall be subject to the prior review of the other Party in accordance with any legally required timing of the release, which approval shall not be unreasonably withheld. Subject to the foregoing, KV shall have the right to issue the initial press release, it being understood that such initial press release shall be issued promptly following the Closing and that Schwarz shall issue its press release promptly following KV's issuance of such initial press release. 11.3. Payment of Fees and Expenses. Each Party shall pay all fees and expenses of its respective counsel, accountants, advisors and other expenses incurred by the Party incident to the consummation of the transactions contemplated by this Agreement and, except as expressly provided in the Transaction Documents, in performing its respective obligations under this Agreement and the other Transaction Documents. 11.4. Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and the other Transaction Documents and acknowledges that it has participated in the drafting hereof and thereof. In interpreting and applying the terms and provisions of this Agreement and the other Transaction Documents, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions. 11.5. Binding Effect; No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party (by operation of law or otherwise) without the prior written consent of each of the other Parties hereto and any attempted assignment without such required consents shall be void. 11.6. Choice of Law. (a) This Agreement and the other Transaction Documents shall be deemed to be made and entered into and shall be governed, construed and enforced exclusively in accordance with the laws of the State of Delaware. The Parties expressly agree that no conflict of laws provision shall be applied to make the laws of any other jurisdiction applicable hereto and waive the right to claim the application of any other laws hereto. (b) The parties agree for the purpose of any legal action on or relating to this Agreement or the other Transaction Documents, the parties expressly waive trial by jury. (c) Should legal action be taken by either party to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and any related costs. 11.7. Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be determined and settled by arbitration in Chicago, Illinois, pursuant to the Rules of Arbitration then in effect of the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in a court having competent jurisdiction. Any arbitration hereunder shall (i) be submitted to an 15 arbitration tribunal comprised of three (3) independent members knowledgeable in the pharmaceutical industry, one of whom shall be selected by Schwarz, one of whom shall be selected by KV, and one of whom shall be selected by the other two arbitrators; (ii) allow for the parties to request discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed 90 days; and (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision. Each Party shall bear its own costs and expenses incurred in any dispute which is determined and/or settled by arbitration pursuant to this Section 11.7; provided, however, that the arbitration panel may award to the prevailing party the attorneys fees and expenses incurred by it in connection with the proceedings. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. Arbitration shall not prevent any Party from seeking injunctive relief where such remedy is an appropriate form of remedy under the circumstances. 11.8. Entire Agreement; Amendment; Interpretation. This Agreement, together with the other Transaction Documents, sets forth the complete and final agreement between the Parties with respect to the subject matter

arbitration tribunal comprised of three (3) independent members knowledgeable in the pharmaceutical industry, one of whom shall be selected by Schwarz, one of whom shall be selected by KV, and one of whom shall be selected by the other two arbitrators; (ii) allow for the parties to request discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed 90 days; and (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision. Each Party shall bear its own costs and expenses incurred in any dispute which is determined and/or settled by arbitration pursuant to this Section 11.7; provided, however, that the arbitration panel may award to the prevailing party the attorneys fees and expenses incurred by it in connection with the proceedings. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved. Arbitration shall not prevent any Party from seeking injunctive relief where such remedy is an appropriate form of remedy under the circumstances. 11.8. Entire Agreement; Amendment; Interpretation. This Agreement, together with the other Transaction Documents, sets forth the complete and final agreement between the Parties with respect to the subject matter hereof and thereof and supersedes and terminates all prior and contemporaneous agreements and understandings between the Parties, whether oral or in writing. No subsequent alteration, amendment, change, waiver or addition to this Agreement and the other Transaction Documents shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. No understanding, agreement, promise, representation or warranty not explicitly set forth in this Agreement or any other Transaction Document has been relied on by any Party in deciding to execute this Agreement or any other Transaction Document. Whenever possible, each provision of this Agreement or any other Transaction Document and any portion thereof shall be interpreted and applied in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement or any other Transaction Document (or portion thereof or thereof) is determined by a court or other body having appropriate jurisdiction to be invalid, illegal or incapable of being enforced, by reason of any rule of law, administrative order, judicial decision, public policy or otherwise, all other provisions of this Agreement or such other Transaction Document shall, nevertheless, remain in full force and effect, and no provision (or portion thereof) shall be deemed dependent upon any other provision (or portion thereof), unless so expressed herein. The Parties desire and consent that the court or other body making such determination shall, to the minimum extent necessary to avoid any unenforceability, so reform any such provision or portion thereof so as to render the same enforceable in accordance with the intent herein expressed. 11.9. Counterparts; Facsimile Signatures; Copies. This Agreement and any other Transaction Document may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Facsimile copies of original, manually signed signatures shall be as effective as original signatures. Copies of this Agreement or any other Transaction Document, including telefax copies, which are true copies of the original which has been manually signed by the Parties shall be deemed duplicate originals. 11.10. Further Actions. Each Party agrees, subject to its rights under this Agreement and each other Transaction Document, to promptly execute, acknowledge and deliver such further 16

instruments, and to do all other acts, as may be requested by any other Party and necessary or appropriate to implement the terms of this Agreement or any other Transaction Document. [Signatures next page] 17

IN WITNESS WHEREOF, SPM, SRZ and KV have entered into this Agreement as of the date first set forth above. KV PHARMACEUTICAL COMPANY
By: /s/ Alan G. Johnson -------------------------------

instruments, and to do all other acts, as may be requested by any other Party and necessary or appropriate to implement the terms of this Agreement or any other Transaction Document. [Signatures next page] 17

IN WITNESS WHEREOF, SPM, SRZ and KV have entered into this Agreement as of the date first set forth above. KV PHARMACEUTICAL COMPANY
By: /s/ Alan G. Johnson ------------------------------Name: Alan G. Johnson Title: Senior Vice President

SCHWARZ PHARMA MANUFACTURING, INC.
By: /s/ Ronald Stratton ------------------------------Name: Ronald Stratton Title: President

SRZ PROPERTIES, INC.
By: /s/ Jonathan Thiel ------------------------------Name: Jonathan Thiel Title: Vice President

18

Exhibit 10(ww) PRODUCT ACQUISITION AGREEMENT This Agreement is made and entered into as of the 31st day of March 2003, by and between Altana Inc., a New York corporation (together with its Affiliates, referred to herein as "Altana"), and KV Pharmaceutical Company, a Delaware corporation (together with its Affiliates, referred to herein as "KV"). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Altana and KV agree as follows: 1. DEFINED TERMS. 1.1. The terms defined in Schedule 1.1, when used in this Agreement, shall have the meanings set forth therein. 2. ACQUISITION OF PRODUCTS. 2.1. Purchase of Products. Upon the execution of this Agreement, a closing (the "Closing") will be held, at which KV will purchase from Altana, and Altana will sell, transfer and convey to KV, the Product Ownership of each of the Products, free and clear of all liens, claims, taxes, charges and encumbrances and subject to no liabilities or rights or interests of any Third Party, except as expressly contemplated herein.

IN WITNESS WHEREOF, SPM, SRZ and KV have entered into this Agreement as of the date first set forth above. KV PHARMACEUTICAL COMPANY
By: /s/ Alan G. Johnson ------------------------------Name: Alan G. Johnson Title: Senior Vice President

SCHWARZ PHARMA MANUFACTURING, INC.
By: /s/ Ronald Stratton ------------------------------Name: Ronald Stratton Title: President

SRZ PROPERTIES, INC.
By: /s/ Jonathan Thiel ------------------------------Name: Jonathan Thiel Title: Vice President

18

Exhibit 10(ww) PRODUCT ACQUISITION AGREEMENT This Agreement is made and entered into as of the 31st day of March 2003, by and between Altana Inc., a New York corporation (together with its Affiliates, referred to herein as "Altana"), and KV Pharmaceutical Company, a Delaware corporation (together with its Affiliates, referred to herein as "KV"). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Altana and KV agree as follows: 1. DEFINED TERMS. 1.1. The terms defined in Schedule 1.1, when used in this Agreement, shall have the meanings set forth therein. 2. ACQUISITION OF PRODUCTS. 2.1. Purchase of Products. Upon the execution of this Agreement, a closing (the "Closing") will be held, at which KV will purchase from Altana, and Altana will sell, transfer and convey to KV, the Product Ownership of each of the Products, free and clear of all liens, claims, taxes, charges and encumbrances and subject to no liabilities or rights or interests of any Third Party, except as expressly contemplated herein. 2.2. Expenses. The transfer of the Product Ownership at the Closing shall be made by Altana without charge to KV for any incidental expenses in respect of the sale, transfer and conveyance thereof, which expenses shall be paid by Altana. 3. CONSIDERATION; ALLOCATION OF PURCHASE PRICE. 3.1 Purchase Price. In consideration of the purchase of the Product Ownership hereunder at the Closing, KV

Exhibit 10(ww) PRODUCT ACQUISITION AGREEMENT This Agreement is made and entered into as of the 31st day of March 2003, by and between Altana Inc., a New York corporation (together with its Affiliates, referred to herein as "Altana"), and KV Pharmaceutical Company, a Delaware corporation (together with its Affiliates, referred to herein as "KV"). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Altana and KV agree as follows: 1. DEFINED TERMS. 1.1. The terms defined in Schedule 1.1, when used in this Agreement, shall have the meanings set forth therein. 2. ACQUISITION OF PRODUCTS. 2.1. Purchase of Products. Upon the execution of this Agreement, a closing (the "Closing") will be held, at which KV will purchase from Altana, and Altana will sell, transfer and convey to KV, the Product Ownership of each of the Products, free and clear of all liens, claims, taxes, charges and encumbrances and subject to no liabilities or rights or interests of any Third Party, except as expressly contemplated herein. 2.2. Expenses. The transfer of the Product Ownership at the Closing shall be made by Altana without charge to KV for any incidental expenses in respect of the sale, transfer and conveyance thereof, which expenses shall be paid by Altana. 3. CONSIDERATION; ALLOCATION OF PURCHASE PRICE. 3.1 Purchase Price. In consideration of the purchase of the Product Ownership hereunder at the Closing, KV shall pay Altana a purchase price of $27,000,000 (the "Purchase Price"). The Purchase Price shall be payable $13,000,000 at the Closing, $7,000,000 one year following the Closing, and $7,000,000 two years following the Closing, with the obligation to make each of the latter two payments to be represented in the form of a Promissory Note. Each such payment shall be made according to the Wire Transfer Instructions of Altana. 3.2. Tax Matters: All payments under this Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable laws or regulations. If the paying Party is so required to deduct or withhold, such Party will: (i) pay to the relevant authorities the full amount required to be deducted or withheld, (ii) forward to the other Party documentation reasonably acceptable to the other Party evidencing such payments to such authorities and (iii) reasonably cooperate in completing and filing documents required under the provisions of any applicable tax treaty or under any other applicable law in order to make such payments without any deduction or withholding.

4. CLOSING. 4.1. The Closing. The Closing shall take place on the date of execution of this Agreement by the Parties (the "Closing Date") by teleconference call and telecopier or, if the Parties agree to the execution of this Agreement and the Closing in person, at the offices of Alston & Bird LLP, 90 Park Avenue, New York, New York, 10016, or other place mutually agreed upon by the Parties. For purposes of this Agreement, the Closing will be treated as if it occurred at 11:59 p.m. on the Closing Date. 4.2 Closing Transactions. At the Closing, and as a condition thereto, all of the following shall occur: (a) Transfer and Sale of Product Ownership. Altana shall transfer, convey and deliver, and hereby transfers, conveys and delivers, to KV: (i) full, marketable right, title and interest in and to the Product Ownership of each of the Products, and (ii) the Know-How applicable to each of the Products, free and clear of all liens, claims, taxes, charges and encumbrances and subject to no liabilities or rights or interests of any Third Party, except as expressly contemplated herein. In addition, Altana shall grant, and hereby grants, to KV a non-exclusive, non-

4. CLOSING. 4.1. The Closing. The Closing shall take place on the date of execution of this Agreement by the Parties (the "Closing Date") by teleconference call and telecopier or, if the Parties agree to the execution of this Agreement and the Closing in person, at the offices of Alston & Bird LLP, 90 Park Avenue, New York, New York, 10016, or other place mutually agreed upon by the Parties. For purposes of this Agreement, the Closing will be treated as if it occurred at 11:59 p.m. on the Closing Date. 4.2 Closing Transactions. At the Closing, and as a condition thereto, all of the following shall occur: (a) Transfer and Sale of Product Ownership. Altana shall transfer, convey and deliver, and hereby transfers, conveys and delivers, to KV: (i) full, marketable right, title and interest in and to the Product Ownership of each of the Products, and (ii) the Know-How applicable to each of the Products, free and clear of all liens, claims, taxes, charges and encumbrances and subject to no liabilities or rights or interests of any Third Party, except as expressly contemplated herein. In addition, Altana shall grant, and hereby grants, to KV a non-exclusive, nontransferable, royalty-free license until: (A) KV is in a position to distribute the Products without the use of packaging and labeling materials of Altana, or (B) 180 days following the Closing, whichever is earliest, to use the existing NDC(s) of Altana for each of the Products to the extent necessary to distribute and sell the Product using the existing packaging and labeling and other materials in substantially the same manner as the Product is sold as of the Closing; provided, that KV shall use its reasonable efforts to make all necessary arrangements as soon as possible to enable KV to ship each of the Products without the use of such Altana materials or the existing NDC of Altana for the Product. (b) Trademark Transfer Agreement. Altana and KV will execute and deliver the Trademark Transfer Agreement, under which Altana shall sell, transfer and convey to KV all right, title and interest in and to the Trademarks. (c) Customer Contracts. Altana and KV will execute and deliver the Assignment and Assumption Agreement, under which Altana will assign and transfer to KV, and KV will assume and agree to thereafter perform, the Customer Contracts, but only as and to the extent that the Customer Contracts are applicable to the sale of the Products, for the period provided in Section 5.1(a)(iii). (d) Other Documents. Altana and KV shall have executed and delivered and shall execute and deliver to each other, as applicable, such other documents and instruments as are necessary to effect the Closing and to consummate the transactions contemplated herein and therein to be consummated contemporaneously at the Closing. (e) Purchase of Inventories. At the Closing, KV shall purchase all inventory of finished Products and in-process Products and Product materials owned by Altana and 2

used and usable in the manufacture and packaging of the Products which are in Altana's inventory and meet Altana's conditions for sale in terms of specifications and remaining dating (but not less than six months prior to the expiration date thereof) and otherwise as of the Closing at Altana's Cost of Goods thereof (as documented by Altana to KV, but not to exceed the amount and cost thereof reflected in the Product Financial Information). 4.3. Retained Ownership. Upon completion of the Closing, Altana shall retain all rights not specifically transferred to KV under this Agreement and the Trademark Transfer Agreement at or before the Closing, including without limitation: (a) all accounts receivable from sales of the Products by or on behalf of Altana on or before the Closing Date, (b) the NDC numbers of the Products of Altana, and (c) any Customer Contracts which remain in effect if and to the extent they are applicable to products other than the Products. 5. COVENANTS AND AGREEMENTS. 5.1. Mutual Covenants and Agreements. Each of Altana and KV covenants to and agrees with the other as follows:

used and usable in the manufacture and packaging of the Products which are in Altana's inventory and meet Altana's conditions for sale in terms of specifications and remaining dating (but not less than six months prior to the expiration date thereof) and otherwise as of the Closing at Altana's Cost of Goods thereof (as documented by Altana to KV, but not to exceed the amount and cost thereof reflected in the Product Financial Information). 4.3. Retained Ownership. Upon completion of the Closing, Altana shall retain all rights not specifically transferred to KV under this Agreement and the Trademark Transfer Agreement at or before the Closing, including without limitation: (a) all accounts receivable from sales of the Products by or on behalf of Altana on or before the Closing Date, (b) the NDC numbers of the Products of Altana, and (c) any Customer Contracts which remain in effect if and to the extent they are applicable to products other than the Products. 5. COVENANTS AND AGREEMENTS. 5.1. Mutual Covenants and Agreements. Each of Altana and KV covenants to and agrees with the other as follows: (a) Customers; Customer Contracts. (i) Prior to the execution of this Agreement, Altana has provided to KV: (A) a complete and accurate copy of each Customer Contract, except that such copies may have information redacted if and to the extent, but only to the extent, that they include information regarding the sale of products other than the Products, (B) complete and accurate customer lists and all sales, promotional and marketing data, for the Products, including (but not limited to) a list of all purchasers of each of the Products, together with amounts purchased, by quarter, since January 1, 2000, and (C) a list and explanation of all chargeback, rebate, Third Party reimbursement, price discount or other agreements or arrangements relating to the sale of each of the Products, and price changes, including (but not limited to) any agreements for extended payment terms or other unusual terms or conditions of sale of the Products agreed to by Altana, as well as Altana's return policies with respect to the Products, since January 1, 2000. Such Customer Contract information shall be considered Confidential Information for the purposes of Section 12. (ii) As provided in Section 4.2(c), at the Closing, Altana will assign and transfer or cause to be assigned and transferred to KV, and KV will assume and accept and agree to thereafter perform the Customer Contracts (but only as and to the extent the same are applicable to the Products, provided that a complete and correct copy thereof has been provided to KV by Altana prior to the execution of this Agreement), and Altana will continue to comply with the Customer Contracts in respect to its obligations thereunder relating to products covered thereby other than the Products. The Parties agree to cooperate and work together subsequent to the Closing to resolve any questions, complaints or 3

issues which arise thereafter under the Customer Contracts which could have an effect on the manufacture, use or sale of any Product. (iii) The Parties understand and agree that at the Closing, the right to sell and distribute the Products under the Customer Contracts will be transferred to KV by Altana under the Assignment and Assumption Agreement, as and to the extent agreed to by KV and Altana, and Altana will no longer have the right to sell or distribute the Products under the Customer Contracts or otherwise, except as expressly provided in the Assignment and Assumption Agreement; provided further, however, that KV covenants and agrees that, as provided in subsection (ii) above and in the Assignment and Assumption Agreement, it will continue to honor Altana's commitments made in each such Customer Contract with respect to supplying the Products, including, without limitation, the sale price, during the term of each such Customer Contract, but not for any extension in the term thereof or other adverse change in the terms thereof applicable to the Product that will cover any period after the Closing, if and to the extent such extension or change is not included in a Customer Contract as of the date of this Agreement, and Altana agrees not to make any such extension or change to a Customer Contract without the prior written consent of KV. (c) Government Approvals. Altana and KV will cooperate and use all reasonable efforts to make all registrations,

issues which arise thereafter under the Customer Contracts which could have an effect on the manufacture, use or sale of any Product. (iii) The Parties understand and agree that at the Closing, the right to sell and distribute the Products under the Customer Contracts will be transferred to KV by Altana under the Assignment and Assumption Agreement, as and to the extent agreed to by KV and Altana, and Altana will no longer have the right to sell or distribute the Products under the Customer Contracts or otherwise, except as expressly provided in the Assignment and Assumption Agreement; provided further, however, that KV covenants and agrees that, as provided in subsection (ii) above and in the Assignment and Assumption Agreement, it will continue to honor Altana's commitments made in each such Customer Contract with respect to supplying the Products, including, without limitation, the sale price, during the term of each such Customer Contract, but not for any extension in the term thereof or other adverse change in the terms thereof applicable to the Product that will cover any period after the Closing, if and to the extent such extension or change is not included in a Customer Contract as of the date of this Agreement, and Altana agrees not to make any such extension or change to a Customer Contract without the prior written consent of KV. (c) Government Approvals. Altana and KV will cooperate and use all reasonable efforts to make all registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental, administrative, judicial or other consents, transfers, approvals, orders, qualifications, authorizations, permits and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions contemplated hereby. 5.2. Covenants and Agreements of Altana. Altana covenants to and agrees with KV that during the period following the Closing that Altana remains obligated to continue to supply the Products to KV under Section 7.2, Altana will comply in all material respects with all Applicable Laws applicable thereto. 6. POST-CLOSING. 6.1. Purchase of Products Subject to Existing Purchase Orders. Subsequent to the Closing, KV shall purchase all inventory of finished and in-process Products which are subject to and completed and delivered under the purchase orders therefor set forth in Schedule 6.1 as of the Closing Date in accordance with the terms of such purchase orders. 6.2. Chargebacks, Rebates, Returns. (a) Chargebacks. Subsequent to the Closing, Altana will continue to be responsible for all customer chargebacks for Products sold by Altana or included in the inventories purchased by KV under Section 4.2(e), and will reimburse KV for all such customer chargebacks as are paid by KV on behalf of Altana, upon receipt of KV's 4

documentation thereof and request for payment thereof. Altana will make payment thereof within 30 days of the date of such request. (b) Rebates. Subsequent to the Closing, KV will be responsible for all Federal and State rebate programs and managed care rebate programs for Products sold by Altana, including all reporting activities associated with such programs; provided, however, that Altana will reimburse KV for all qualified Federal and State rebates ("Government Rebates") and all managed care, retail pharmacy or other customer rebates or discounts ("NonGovernment Rebates") having Report Dates prior to or within 270 days after the Closing Date in the case of Government Rebates and within 120 days after the Closing Date in the case of Non-Government Rebates. For purposes of this Section 6.2(b), the "Report Date" is the date a qualified rebate invoice is issued under applicable Federal or State rebate programs or managed care, retail pharmacy or other customer rebate or discount programs. The Parties will provide reasonable assistance, data and information to each other in order to meet their respective responsibilities for such programs. To be a "qualified" rebate or discount, KV must submit a request for the rebate to Altana and provide Altana with all related supporting documentation reasonably requested by Altana and in the possession or control of KV and Altana will make payment thereof within 30 days of the date of such request.

documentation thereof and request for payment thereof. Altana will make payment thereof within 30 days of the date of such request. (b) Rebates. Subsequent to the Closing, KV will be responsible for all Federal and State rebate programs and managed care rebate programs for Products sold by Altana, including all reporting activities associated with such programs; provided, however, that Altana will reimburse KV for all qualified Federal and State rebates ("Government Rebates") and all managed care, retail pharmacy or other customer rebates or discounts ("NonGovernment Rebates") having Report Dates prior to or within 270 days after the Closing Date in the case of Government Rebates and within 120 days after the Closing Date in the case of Non-Government Rebates. For purposes of this Section 6.2(b), the "Report Date" is the date a qualified rebate invoice is issued under applicable Federal or State rebate programs or managed care, retail pharmacy or other customer rebate or discount programs. The Parties will provide reasonable assistance, data and information to each other in order to meet their respective responsibilities for such programs. To be a "qualified" rebate or discount, KV must submit a request for the rebate to Altana and provide Altana with all related supporting documentation reasonably requested by Altana and in the possession or control of KV and Altana will make payment thereof within 30 days of the date of such request. (c) Returns. Subsequent to the Closing, Altana will continue to be responsible for all returns of Products sold by Altana and will reimburse KV for inventories purchased by KV under Section 4.2(e) which are not sold by KV prior to becoming obsolete or out-dated or are returned as obsolete or out-dated by the purchasers thereof, upon the documentation thereof by KV to Altana and request for payment thereof by KV. Altana will make payment thereof within 30 days of the date of such request. 6.3. Web-Site Link. Subsequent to the Closing, subject to reasonable usage and web site security guidelines established by Altana: (a) Altana shall continue its existing web site information relating to the Products for a period of not less than 180 days, and KV shall have the right to create a hypertext reference link, through any text or symbol on KV's web sites, including but not limited to "www.kvpharmaceutical.com", "www.kvph.com" and "www.Ther-Rx.com", to any page within the Altana web site located at www.Savagelabs.com relating to the Products during this period (the "Web Site Transition Period"). If Altana has or establishes any additional web sites which contain information relating to the Products at a different DNS address(es), KV shall have the right to establish links to these web sites as well. During the Web Site Transition Period, Altana agrees to transfer its web site soft ware relating to the Products to KV, and Altana shall thereafter maintain a forwarding link to KV relating to the Products for the balance of the Web Site Transition Period. 6.4. Rights Following the Closing. As of and following the Closing, except as otherwise expressly contemplated by this Agreement, Altana shall have no further rights to manufacture, promote, market, offer for sale, sell or distribute the Products. 5

7. DISCLOSURE/TRANSFER OF KNOW-HOW, REGULATORY INFORMATION. 7.1. Disclosure of Know-How, Regulatory Documents and Other Information. Upon the execution of this Agreement, Altana will provide KV with all Regulatory Documents and Know-How related to the Products not heretofore provided by it to KV, including, but not limited to, all formulation, validation, manufacturing, processing, product testing, stability, material and product supplier, customer, marketing, advertising, promotional (including all past advertising and promotional information available to Altana and access to Altana's internal and outside marketing and advertising personnel), sales (including territorial representative allocation and sales information) and distribution information related to each of the Products and to any current and past proposed product improvements and product line extensions and additions, including, if applicable (but not limited to), copies (including electronic files) thereof. Such information shall include complete copies of any documents, reports or correspondence under Applicable Laws relating to the development, manufacture, use, marketing, sale or distribution of the Products, including (but not limited to) all correspondence or other documents between Altana and any Regulatory Authorities. 7.2. Supply Agreements. During the 180 day period following the Closing (or such longer period not to exceed 270 days in the aggregate, provided KV has used its diligent efforts to transfer the manufacture of the Products to

7. DISCLOSURE/TRANSFER OF KNOW-HOW, REGULATORY INFORMATION. 7.1. Disclosure of Know-How, Regulatory Documents and Other Information. Upon the execution of this Agreement, Altana will provide KV with all Regulatory Documents and Know-How related to the Products not heretofore provided by it to KV, including, but not limited to, all formulation, validation, manufacturing, processing, product testing, stability, material and product supplier, customer, marketing, advertising, promotional (including all past advertising and promotional information available to Altana and access to Altana's internal and outside marketing and advertising personnel), sales (including territorial representative allocation and sales information) and distribution information related to each of the Products and to any current and past proposed product improvements and product line extensions and additions, including, if applicable (but not limited to), copies (including electronic files) thereof. Such information shall include complete copies of any documents, reports or correspondence under Applicable Laws relating to the development, manufacture, use, marketing, sale or distribution of the Products, including (but not limited to) all correspondence or other documents between Altana and any Regulatory Authorities. 7.2. Supply Agreements. During the 180 day period following the Closing (or such longer period not to exceed 270 days in the aggregate, provided KV has used its diligent efforts to transfer the manufacture of the Products to KV or another source selected by KV), Altana shall, at the election of KV: (a) purchase from Cardinal Distribution and supply to KV, after packaging by Sonic, at Altana's Cost of Goods thereof, KV's requirements of the Chromagen Products. Altana will not agree to an increase in the price of the Chromagen Products from Cardinal Distribution or Sonic without the prior written consent of KV; and (b) purchase from Sonic and supply to KV, after packaging by Sonic, at Altana's cost thereof, KV's requirements of the StrongStart Products. Altana will not agree to an increase in the price of the StrongStart Products from Sonic without the prior written consent of KV. 7.3. Transitional Assistance. Altana shall provide transitional assistance to KV as follows: (a) notify all customers for the Products of the transfer of sales of the Products to KV (subject to the prior review and approval by KV of the form and content of such notification); (b) assist KV in applying for and obtaining any approvals as are necessary for KV to develop, manufacture, have manufactured, use, import, export, market, promote, offer to sell, sell and distribute the Products; and (c) refer persons who call Altana with inquiries regarding any Product to KV. For the six (6) month period following the Closing, Altana shall provide KV reasonable on-going telephone access to and assistance relating to the matters indicated below, and communications between KV and Altana relating to the Products in the following areas shall be conveyed, conducted and determined primarily between, the following three persons from each of Altana and KV, each of whom on the part of Altana is familiar with the respective issues relating to each of the Products: 6
Altana --------------------------Rob Anderson, Senior Director-Scientific Affairs KV ------------------------Elio Mariani, Ph.D. Vice President-Scientific Affairs Mike Allen, Executive Vice President, Ther-Rx Corporation Ron Pressley, Director, Project Management and Technical Sales

(i)

Clinical/Regulatory

(ii)

Marketing/Sales

Ms. Jennifer Seeforf, Product Manager

(iii)

Manufacturing/ Purchasing

Ms. Ellen Gambichler, Director of Purchasing

8. REGULATORY MATTERS. 8.1. Reporting Obligations, ADE and Related Information and Training. Prior to the transfer of each of the Products to KV hereunder, Altana shall be responsible for making all reports to the appropriate Regulatory Authorities and shall provide a copy thereof, or memorandum thereof if not

(i)

Clinical/Regulatory

Altana --------------------------Rob Anderson, Senior Director-Scientific Affairs

KV ------------------------Elio Mariani, Ph.D. Vice President-Scientific Affairs Mike Allen, Executive Vice President, Ther-Rx Corporation Ron Pressley, Director, Project Management and Technical Sales

(ii)

Marketing/Sales

Ms. Jennifer Seeforf, Product Manager

(iii)

Manufacturing/ Purchasing

Ms. Ellen Gambichler, Director of Purchasing

8. REGULATORY MATTERS. 8.1. Reporting Obligations, ADE and Related Information and Training. Prior to the transfer of each of the Products to KV hereunder, Altana shall be responsible for making all reports to the appropriate Regulatory Authorities and shall provide a copy thereof, or memorandum thereof if not in writing, at the time it files or otherwise makes any such report, including information relating to any ADE relating to the Products known to Altana ("ADE Information"), as are required by any Regulatory Authority and for conducting all pharmacovigilence activities in connection with each of the Products. Upon the delivery thereof, Altana will designate a person from Altana who is responsible for dealing with ADE's relating to the Products who will meet and review the ADE Information with a person designated by KV. Subsequent to the Closing and transfer of the manufacture of each of the Products to KV, as provided in Section 4.2(a), and thereafter, KV shall be responsible for making all reports to the appropriate Regulatory Authorities as are required and for conducting all pharmacovigilence activities in connection with the Products. After the Closing, Altana will advise any person making an inquiry or report in connection with a Product to contact KV. 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. 9.1. Representations, Warranties and Agreements of KV. KV hereby represents, warrants and agrees with Altana as follows: (a) KV is a corporation duly organized and validly existing under the laws of the state of Delaware and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business, properties, assets or condition (financial or otherwise). (b) KV has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all requisite corporate action to execute and deliver this Agreement. This Agreement and the Assignment and Assumption Agreement have been or at the Closing will be duly and validly executed and delivered by KV and are or upon the execution thereof will be the legal, valid and binding obligations of KV, enforceable against KV in accordance with their terms, 7

subject to such applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. (c) The execution, delivery and performance of this Agreement and the Assignment and Assumption Agreement by KV and its compliance with the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms and conditions of or constitute a default, with or without the passage of time, the giving of notice or both, under: (i) any loan agreement, guaranty, financing agreement, license, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its certificate of incorporation or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental or administrative authority entered against it or by which it or any of its property is bound. 9.2. Representations, Warranties and Agreements of Altana. Altana hereby represents, warrants and agrees with KV as follows:

subject to such applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. (c) The execution, delivery and performance of this Agreement and the Assignment and Assumption Agreement by KV and its compliance with the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms and conditions of or constitute a default, with or without the passage of time, the giving of notice or both, under: (i) any loan agreement, guaranty, financing agreement, license, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its certificate of incorporation or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental or administrative authority entered against it or by which it or any of its property is bound. 9.2. Representations, Warranties and Agreements of Altana. Altana hereby represents, warrants and agrees with KV as follows: (a) Altana is a corporation duly organized and validly existing under the laws of New York and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business, properties, assets or condition (financial or otherwise). (b) Altana has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all requisite corporate action to execute and deliver this Agreement. This Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement have been or at the Closing will be duly and validly executed and delivered by Altana and are or upon the execution thereof will be the legal, valid and binding obligations of Altana, enforceable against Altana in accordance with their terms, subject to such applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity. The execution of this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement on behalf of Altana have been duly authorized by Altana's Board of Directors and the undersigned officer of Altana is duly authorized to act on Altana's behalf in this regard and to take all steps and to execute and deliver all instruments and documents as shall be necessary or desirable to transfer the Product Ownership to KV in accordance with the terms and conditions of Sections 2.1 and 4.2 and otherwise to effect the transactions contemplated hereby. (c) The Trademarks transferred by the Trademark Transfer Agreement represent all of the Trademarks which are applicable to the Products. There are no Copyrights which are applicable to the Products. The execution, delivery and performance of this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement and the compliance with the terms and provisions hereof and thereof by Altana do not and will not conflict with or result in a breach of any of the terms or conditions of or constitute a default, with or without the passage of time, the giving of notice or both, under: (i) any agreement, license, document, instrument, indenture, guarantee or other agreement or instrument binding on or affecting Altana or its 8

assets; (ii) the provisions of its charter, bylaws or similar corporate governing instruments of Altana; or (iii) any order, writ, injunction or decree of any court or governmental or administrative authority, which affects or could affect the Products, the Know-How, the Trademarks or the performance of this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement by Altana or rights being transferred by Altana hereunder and thereunder. (d) Altana has provided KV complete and accurate information regarding the level of returns of each of the Products since January 1, 2000. (e) Except as disclosed in Schedule 9.2(e), since January 1, 2000, Altana: (i) has continued to operate its business as it relates to the Products in the ordinary course of business, (ii) has complied in all material respects with its obligations pertaining to the Products under the Customer Contracts, and (iii) has not increased or announced an increase in the price of any Product, engaged in any promotional effort or otherwise taken any action which has or would have the effect of temporarily increasing the demand for the Product. (f) The Product Financial Information provided to KV by Altana for the period subsequent to January 1, 2000

assets; (ii) the provisions of its charter, bylaws or similar corporate governing instruments of Altana; or (iii) any order, writ, injunction or decree of any court or governmental or administrative authority, which affects or could affect the Products, the Know-How, the Trademarks or the performance of this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement by Altana or rights being transferred by Altana hereunder and thereunder. (d) Altana has provided KV complete and accurate information regarding the level of returns of each of the Products since January 1, 2000. (e) Except as disclosed in Schedule 9.2(e), since January 1, 2000, Altana: (i) has continued to operate its business as it relates to the Products in the ordinary course of business, (ii) has complied in all material respects with its obligations pertaining to the Products under the Customer Contracts, and (iii) has not increased or announced an increase in the price of any Product, engaged in any promotional effort or otherwise taken any action which has or would have the effect of temporarily increasing the demand for the Product. (f) The Product Financial Information provided to KV by Altana for the period subsequent to January 1, 2000 has been prepared in accordance with GAAP, consistently applied, and is true, complete and correct in all material respects and does not omit any information required to be included therein in order to make the same not materially misleading. Except as disclosed in the Product Financial Information, there has been no material adverse change in the marketing, sales, import, export, customers or distribution of the Products since January 1, 2000. (g) Except as set forth on Schedule 9(g), Altana has not developed or planned and has no knowledge of any Third Party which has or is developing or planning: (i) any product which would be an extension or improvement of or replacement for any Product, or (ii) a generic alternative product to any Product. (h) There are no pending or, to the knowledge of Altana, threatened product liability, breach of warranty or other claims, actions, arbitrations, administrative or other proceedings affecting Altana, the Products, the Know-How or the Trademarks or which could materially affect either: (i) the transactions contemplated by this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement or (ii) the manufacture, packaging, use, offer for sale, sale or distribution of the Products. Neither Altana nor its insurer has made any payment with respect to any product liability claims relating to the Products under any insurance policy (including self-insurance). (i) Altana owns and has not sold, transferred, sublicensed, pledged, encumbered or granted any rights or interest in or to the Know-How, the Trademarks or the Products to any Third Party inconsistent with the provisions of this Agreement. (j) Other than the Customer Contracts and purchase orders entered by Altana with Cardinal Distribution and Sonic in the ordinary course of business for the 9

manufacture of the Products, there are no written or other binding agreements, commitments or understandings with Third Parties pertaining to the manufacture, packaging, labeling, filling, marketing, sale or distribution of the Products. The Customer Contracts constitute all of the agreements between Altana and Third Parties pursuant to which Altana is obligated to sell any Product or to pay or credit reimbursements, rebates, chargebacks, discounts, refunds or other arrangements relating to the sale of a Product to Third Party buyers or users of any Product. Altana has not experienced any material adverse change in the existence or terms of the Customer Contracts with respect to the Products since January 1, 2000. (k) No Regulatory Approvals are required or have been obtained with respect to the manufacture, marketing, promotion, sale or distribution of the Products. Altana has complied with all other Applicable Laws in connection with the development, manufacture, testing, import, export, marketing, advertising, offer for sale, sale and distribution of the Products. Altana has provided KV with a list of all reports, correspondence and other communications with any Regulatory Authority relating to the Product and a copy of all written documents, correspondence, memoranda, reports, legal files and other written information in the possession or control of

manufacture of the Products, there are no written or other binding agreements, commitments or understandings with Third Parties pertaining to the manufacture, packaging, labeling, filling, marketing, sale or distribution of the Products. The Customer Contracts constitute all of the agreements between Altana and Third Parties pursuant to which Altana is obligated to sell any Product or to pay or credit reimbursements, rebates, chargebacks, discounts, refunds or other arrangements relating to the sale of a Product to Third Party buyers or users of any Product. Altana has not experienced any material adverse change in the existence or terms of the Customer Contracts with respect to the Products since January 1, 2000. (k) No Regulatory Approvals are required or have been obtained with respect to the manufacture, marketing, promotion, sale or distribution of the Products. Altana has complied with all other Applicable Laws in connection with the development, manufacture, testing, import, export, marketing, advertising, offer for sale, sale and distribution of the Products. Altana has provided KV with a list of all reports, correspondence and other communications with any Regulatory Authority relating to the Product and a copy of all written documents, correspondence, memoranda, reports, legal files and other written information in the possession or control of Altana related thereto, including (but not limited to) any ADE information relating to the Products known to Altana. (l) The Trademarks are owned by Altana and constitute the only trademarks, except for the corporate names Altana and Savage, under which the Products are or have been sold by Altana. Altana has no knowledge and has received no allegation or claim from any Third Party that any Product, Know-How, Trademarks or other Intellectual Property related to the Products infringes upon the intellectual property rights of any other Person, and Altana has the right to sell and transfer the same to KV, as provided hereunder. Altana has no knowledge of any product that would be an infringement or threatened infringement by any Third Party of the Trademarks or any other Intellectual Property related to the Products. 9.3. Survival of Representations and Warranties. The respective representations and warranties of the Parties hereto shall survive the Closing for two years. 10. NON-COMPETITION. 10.1. Altana agrees that for the five year period following the Closing, Altana will not offer for sale, sell or distribute or assist or enable any Third Party to offer for sale, sell or distribute or license, directly or indirectly, any product with substantially the same indications as any Product. 10.2. The covenants in Section 10.1 shall be construed as an agreement independent of any other provision of this Agreement and having been given for independent consideration, and the existence of any claim or cause of action of Altana against KV, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by KV of such covenants. 10

10.3. Because of the immediate and irreparable damage that would be caused to KV for which monetary damages would not be a sufficient remedy, the Parties agree that KV will be entitled to seek specific performance, temporary and permanent injunctive relief, and other equitable remedies against Altana in the event of the breach or threatened breach of the provisions of Section 10.1, without any obligation to post a bond or other security in connection therewith. This Section shall not limit any other legal or equitable remedies that KV may have against Altana for violation of the restrictions herein or otherwise under this Agreement. The performance of this Article 10 by Altana's Affiliates is hereby guaranteed by Altana. 11. INDEMNIFICATION. 11.1. Indemnification by Altana. Altana shall indemnify, defend and hold harmless the KV Indemnitees from and against any and all Claims to which the KV Indemnitees may become subject or incur, suffer or be required to pay resulting from or arising in connection with: (a) the manufacture, sale and distribution of the Products prior to the Closing, (b) the misrepresentation or breach by Altana of any obligation, covenant, representation or warranty contained in this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement; (c) any claim of infringement by any Product, the Intellectual Property or the Know-How of the intellectual

10.3. Because of the immediate and irreparable damage that would be caused to KV for which monetary damages would not be a sufficient remedy, the Parties agree that KV will be entitled to seek specific performance, temporary and permanent injunctive relief, and other equitable remedies against Altana in the event of the breach or threatened breach of the provisions of Section 10.1, without any obligation to post a bond or other security in connection therewith. This Section shall not limit any other legal or equitable remedies that KV may have against Altana for violation of the restrictions herein or otherwise under this Agreement. The performance of this Article 10 by Altana's Affiliates is hereby guaranteed by Altana. 11. INDEMNIFICATION. 11.1. Indemnification by Altana. Altana shall indemnify, defend and hold harmless the KV Indemnitees from and against any and all Claims to which the KV Indemnitees may become subject or incur, suffer or be required to pay resulting from or arising in connection with: (a) the manufacture, sale and distribution of the Products prior to the Closing, (b) the misrepresentation or breach by Altana of any obligation, covenant, representation or warranty contained in this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement; (c) any claim of infringement by any Product, the Intellectual Property or the Know-How of the intellectual property rights of any Third Party (an "Infringement Action") alleged to have arisen or occurred on or before the Closing; and (d) Altana's failure to comply with any Applicable Laws. Notwithstanding the foregoing, Altana shall have no obligation under this Agreement to indemnify, defend or hold harmless the KV Indemnitees with respect to Claims to the extent they are caused by the wrongful acts, willful misconduct or negligent acts or omissions of a KV Indemnitee or the misrepresentation or breach by KV of any obligation, covenant, representation or warranty contained in this Agreement or the Assignment and Assumption Agreement, other than as the same arise as a result of a misrepresentation under or breach of this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement or Applicable Laws by an Altana Indemnitee or an Infringement Action. Altana agrees to maintain product liability insurance applicable to the Products in full force and effect for the period of the statute of limitations applicable to Products sold by Altana. 11.2. Indemnification by KV. KV shall indemnify, defend and hold harmless the Altana Indemnitees from and against any Claims which the Altana Indemnitees may become subject or incur, suffer or be required to pay resulting from or arising in connection with: (a) the misrepresentation or breach by KV of any obligation, covenant, representation or warranty contained in this Agreement or the Assignment and Assumption Agreement; (b) the marketing, sale, distribution, use or other disposition of the Products by KV subsequent to the Closing (except in respect of an Infringement Action which arises or occurs on or before the Closing); (c) the use of the Know-How by KV subsequent to the Closing; (d) any Infringement Action which arises or occurs after the Closing; and (e) KV's failure to comply with any Applicable Laws. Notwithstanding the foregoing, KV shall have no obligation under this Agreement or the Assignment and Assumption Agreement to indemnify, defend or hold harmless any Altana Indemnitee with respect to Claims to the extent they are caused by a misrepresentation under or breach of this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement by Altana or the wrongful acts, willful misconduct or negligent acts or 11

omissions of an Altana Indemnitee. KV agrees to maintain product liability insurance in full force and effect applicable to Products sold by KV. 11.3. Limitation of Consequential and Other Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall KV or Altana be liable for indirect, special, incidental, exemplary, consequential or punitive damages suffered by the other Party or by any Altana Indemnitees or KV Indemnitees, respectively; provided, however, that nothing in this Section 11.3 shall be deemed to limit the indemnification obligations of Altana or KV hereunder if and to the extent a Third Party recovers any indirect, special, incidental, exemplary, consequential or punitive damages from a KV Indemnitee or Altana Indemnitee, respectively. 11.4. Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any Claim related to any Product, the Know-How, the Intellectual Property, any Applicable Laws or any other matter asserted or threatened against such Party (the "Defending Party") with respect to which it expects to seek indemnification from the other Party hereunder (an "Indemnifiable Claim"). With respect to any Indemnifiable Claims asserted

omissions of an Altana Indemnitee. KV agrees to maintain product liability insurance in full force and effect applicable to Products sold by KV. 11.3. Limitation of Consequential and Other Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall KV or Altana be liable for indirect, special, incidental, exemplary, consequential or punitive damages suffered by the other Party or by any Altana Indemnitees or KV Indemnitees, respectively; provided, however, that nothing in this Section 11.3 shall be deemed to limit the indemnification obligations of Altana or KV hereunder if and to the extent a Third Party recovers any indirect, special, incidental, exemplary, consequential or punitive damages from a KV Indemnitee or Altana Indemnitee, respectively. 11.4. Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any Claim related to any Product, the Know-How, the Intellectual Property, any Applicable Laws or any other matter asserted or threatened against such Party (the "Defending Party") with respect to which it expects to seek indemnification from the other Party hereunder (an "Indemnifiable Claim"). With respect to any Indemnifiable Claims asserted against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as provided in this Article 11, reasonably cooperate with and provide such reasonable assistance to the Defending Party as such Defending Party may reasonably request in connection with its defense against such Indemnifiable Claim. Such reasonable assistance shall include, but is not limited to, providing copies of all relevant documents, correspondence and other materials that the Defending Party may reasonably request; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 12. 11.5. Conditions to Indemnification. The obligations of the indemnifying Party under Sections 11.1 and 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Indemnifiable Claim within twenty (20) days after the indemnified Party receives actual knowledge of the potential Indemnifiable Claim; however, the failure to give notice within such twenty (20) day period shall be a defense only to the extent the indemnifying Party is actually prejudiced thereby. The indemnifying Party shall have the right to assume and control the negotiation, defense and settlement of any Indemnifiable Claim; however, if in the reasonable judgment of the indemnified Party, such Indemnifiable Claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive the right to have the indemnifying Party defend it under this Agreement and control the negotiation, defense or settlement thereof, at its expense, but in no event shall any such waiver otherwise be construed as a waiver of any indemnification rights such Party may have under this Agreement or otherwise at law or in equity. The indemnifying Party which does not control the negotiation, defense and settlement of the Indemnifiable Claim may participate in (but not control) the negotiation, defense and settlement thereof at its sole cost and expense. 11.6. Settlements. Neither Party may settle an Indemnifiable Claim without the consent of the other Party if such settlement would impose any monetary obligation on the other Party, require the other Party to submit to an injunction, limit the other Party's rights under this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement or otherwise have a materially adverse effect on the rights, claims or interests of the other Party 12

unless the indemnified Party is unconditionally released from all liability in respect of such Indemnifiable Claim. 12. CONFIDENTIALITY. 12.1. Nondisclosure Obligation. Each of the Parties shall use only in accordance with this Agreement and shall not disclose to any Third Party or use, except as contemplated by this Agreement, any confidential information of the other Party (which, in the case of Altana's nondisclosure obligation, shall include the Know-How and other confidential and proprietary information sold, transferred or otherwise granted access by it to KV hereunder, which shall be deemed to be KV's confidential information subsequent to the Closing) (the "Information"), without the prior written consent of the other Party. These obligations shall not apply to Information that: (a) Is known by the receiving Party and is not subject to an obligation of confidentiality to a Third Party or was not obtained through a prior disclosure by the disclosing Party, as documented by business records (provided that this exception shall not apply to Altana with respect to confidential or proprietary information provided or

unless the indemnified Party is unconditionally released from all liability in respect of such Indemnifiable Claim. 12. CONFIDENTIALITY. 12.1. Nondisclosure Obligation. Each of the Parties shall use only in accordance with this Agreement and shall not disclose to any Third Party or use, except as contemplated by this Agreement, any confidential information of the other Party (which, in the case of Altana's nondisclosure obligation, shall include the Know-How and other confidential and proprietary information sold, transferred or otherwise granted access by it to KV hereunder, which shall be deemed to be KV's confidential information subsequent to the Closing) (the "Information"), without the prior written consent of the other Party. These obligations shall not apply to Information that: (a) Is known by the receiving Party and is not subject to an obligation of confidentiality to a Third Party or was not obtained through a prior disclosure by the disclosing Party, as documented by business records (provided that this exception shall not apply to Altana with respect to confidential or proprietary information provided or transferred by Altana to KV pursuant to this Agreement); (b) Is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (c) Is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who has the right to make such disclosure; (d) Is required by law, regulation, rule, act or order of any governmental authority or agency or administrative or self-regulatory body with applicable authority to be disclosed by a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party. 12.2. Permitted Disclosures. Notwithstanding the provisions of Section 12.1, Information may be disclosed to employees, agents, consultants, financing sources, vendors or suppliers of the recipient Party, or as required by any Regulatory Authorities or other governmental, judicial, regulatory or administrative body having appropriate jurisdiction, but only to the extent required for performance of this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement or as legally required; provided, however, that the recipient Party obtains prior agreement from its employees, agents, consultants, financing sources, vendors or suppliers to whom such disclosure is to be made to hold in confidence and not make use of such Information for any purpose other than those permitted by this Agreement and subject to the provisions of Section 12.1, and provided further, that the recipient Party shall be responsible and liable for any breach of Section 12.1 to the same 13

extent as if the acts of such employees, agents, consultants, financing sources, vendors or suppliers were the acts of the recipient Party. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants, financing sources, vendors or suppliers do not disclose or make any unauthorized use of the Information. 12.3. Privileged Communications. Notwithstanding any other provision of this Article 12, it is expected that KV and Altana will, from time to time, disclose to one another privileged communications with counsel in furtherance of this Agreement, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential and that they are made in connection with the shared community of legal interests existing between Altana and KV, including the community of legal interests in avoiding any infringement of any valid, enforceable patents. 13. CORRESPONDENCE AND NOTICES. 13.1. Ordinary Notices. Correspondence, reports, documentation, and any other communication in writing

extent as if the acts of such employees, agents, consultants, financing sources, vendors or suppliers were the acts of the recipient Party. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants, financing sources, vendors or suppliers do not disclose or make any unauthorized use of the Information. 12.3. Privileged Communications. Notwithstanding any other provision of this Article 12, it is expected that KV and Altana will, from time to time, disclose to one another privileged communications with counsel in furtherance of this Agreement, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential and that they are made in connection with the shared community of legal interests existing between Altana and KV, including the community of legal interests in avoiding any infringement of any valid, enforceable patents. 13. CORRESPONDENCE AND NOTICES. 13.1. Ordinary Notices. Correspondence, reports, documentation, and any other communication in writing between the Parties in the course of ordinary implementation of this Agreement shall be delivered by hand, sent by facsimile, e-mail, next business day delivery service or by mail to the employee or representative of the other Party who is designated by such other Party to receive such written communication. 13.2. Extraordinary Notices. Extraordinary notices and communications (including, without limitation, notices of termination, breach of agreement, change of address) shall be in writing and personally delivered or sent by prepaid registered, certified or Express mail or next business day delivery service, or by telefax with confirmed answer back, and shall be deemed to have been properly served to the addressee upon receipt of such personal delivery or when such other written communication is sent as herein provided. 13.3. Addresses. In the case of KV, the proper address for communications shall be: KV Pharmaceutical Company 2503 South Hanley Road St. Louis, Missouri 63144-2555 Attention: Chief Executive Officer Telefax: (314) 645-4705 and in the case of Altana, the proper address for communications shall be: Altana Inc. 60 Baylis Road Melville, New York 11747 Attention: Senior Vice President and Treasurer Telefax: 631-753-2532 14

14. MISCELLANEOUS. 14.1. Press Releases. On or after the date of this Agreement, either Party may issue a press release announcing the transactions agreed to hereunder to comply with applicable legal requirements. Such press release shall be subject to the prior review and approval of the other Party in accordance with any legally required timing of the release, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, KV shall have the right to make the initial public release of information relating to this Agreement and the transactions contemplated hereby, and Altana agrees not to release information regarding the financial terms of the transaction without the prior approval of KV, which approval shall not be unreasonably withheld. 14.2. Payment of Fees and Expenses. Each Party shall pay all fees and expenses of the Party's respective counsel, accountants, advisors and other expenses incurred by the Party incident to the consummation of the transactions contemplated by this Agreement. Each Party represents to the other Party that to the best of its knowledge, no finders or others have been involved who may seek compensation as a result of these transactions. 14.3. Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In

14. MISCELLANEOUS. 14.1. Press Releases. On or after the date of this Agreement, either Party may issue a press release announcing the transactions agreed to hereunder to comply with applicable legal requirements. Such press release shall be subject to the prior review and approval of the other Party in accordance with any legally required timing of the release, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, KV shall have the right to make the initial public release of information relating to this Agreement and the transactions contemplated hereby, and Altana agrees not to release information regarding the financial terms of the transaction without the prior approval of KV, which approval shall not be unreasonably withheld. 14.2. Payment of Fees and Expenses. Each Party shall pay all fees and expenses of the Party's respective counsel, accountants, advisors and other expenses incurred by the Party incident to the consummation of the transactions contemplated by this Agreement. Each Party represents to the other Party that to the best of its knowledge, no finders or others have been involved who may seek compensation as a result of these transactions. 14.3. Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions. 14.4. Choice of Law, Service. (a) This Agreement shall be deemed to be made and entered into and shall be governed, construed and enforced in accordance with the laws of the State of Delaware. The Parties expressly agree that no conflict of laws provision shall be applied to make the laws of any other jurisdiction applicable hereto and waive the right to claim the application of any other laws hereto. (b) The parties agree for the purpose of any legal action on or relating to this Agreement, the parties expressly waive trial by jury. (c) If legal action on this Agreement is instituted, the parties waive personal service of process and consent to service of process by next business day courier, or by registered or certified mail, return receipt requested, directed to the recipient at the address and to the attention specified in Section 13.3. Service so made shall be deemed completed one business day after it has been delivered to the next business day courier service or three business days after the date of mailing. (d) Should legal action be taken by either party to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and any related costs. 15 14.5. Entire Agreement; Amendment; Interpretation. This Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement set forth the complete and final agreement between the Parties and supersede and terminate all prior and contemporaneous agreements and understandings between the Parties, whether oral or in writing, except as expressly set forth in this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement. No subsequent alteration, amendment, change, waiver or addition to this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. No understanding, agreement, promise, representation or warranty not explicitly set forth in this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement has been relied on by any Party in deciding to execute this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement. Whenever possible, each provision of this Agreement and any portion thereof shall be interpreted and applied in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement (or portion thereof) is determined by a court or other body having appropriate jurisdiction to be invalid, illegal or incapable of being enforced, by reason of any rule of law, administrative order, judicial decision, public policy or otherwise, all other provisions of this Agreement shall, nevertheless, remain in full force and effect, and no provision (or portion thereof) shall be deemed dependent upon any other provision (or portion

14.5. Entire Agreement; Amendment; Interpretation. This Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement set forth the complete and final agreement between the Parties and supersede and terminate all prior and contemporaneous agreements and understandings between the Parties, whether oral or in writing, except as expressly set forth in this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement. No subsequent alteration, amendment, change, waiver or addition to this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. No understanding, agreement, promise, representation or warranty not explicitly set forth in this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement has been relied on by any Party in deciding to execute this Agreement, the Trademark Transfer Agreement or the Assignment and Assumption Agreement. Whenever possible, each provision of this Agreement and any portion thereof shall be interpreted and applied in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement (or portion thereof) is determined by a court or other body having appropriate jurisdiction to be invalid, illegal or incapable of being enforced, by reason of any rule of law, administrative order, judicial decision, public policy or otherwise, all other provisions of this Agreement shall, nevertheless, remain in full force and effect, and no provision (or portion thereof) shall be deemed dependent upon any other provision (or portion thereof), unless so expressed herein. The Parties desire and consent that the court or other body making such determination shall, to the minimum extent necessary to avoid any unenforceability, so reform any such provision or portion thereof so as to render the same enforceable in accordance with the intent herein expressed. 14.6. Counterparts; Facsimile Signatures; Copies. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Facsimile copies of original, manually signed signatures shall be as effective as original signatures. Copies of this Agreement, including telefax copies, which are true copies of the original which has been manually signed by the Parties shall be deemed duplicate originals. 14.7. Further Actions. Each Party agrees, subject to its rights under this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement, to promptly execute, acknowledge and deliver such further instruments, and to do all other acts, as may be necessary or appropriate to implement the terms of this Agreement, the Trademark Transfer Agreement and the Assignment and Assumption Agreement. In witness whereof, Altana and KV have entered into this Agreement as of the date first set forth above.
ALTANA INC. By: /s/ Art Dulick ----------------------------KV PHARMACEUTICAL COMPANY By: /s/ Alan G. Johnson --------------------------------

16

Exhibit 10(xx) March 31, 2003 K-V Pharmaceutical Company 2503 South Hanley Road St. Louis, MO 63144 Attention: Mr. Marc S. Hermelin Vice Chairman of the Board and Chief Executive Officer Dear Marc: I hereby offer to extend the Consulting Agreement dated May 1, 1999 and expiring on April 30, 2004 for an additional seven year term through April 30, 2011.

Exhibit 10(xx) March 31, 2003 K-V Pharmaceutical Company 2503 South Hanley Road St. Louis, MO 63144 Attention: Mr. Marc S. Hermelin Vice Chairman of the Board and Chief Executive Officer Dear Marc: I hereby offer to extend the Consulting Agreement dated May 1, 1999 and expiring on April 30, 2004 for an additional seven year term through April 30, 2011.
/s/ Victor M. Hermelin -----------------------------Victor M. Hermelin

K-V Pharmaceutical Company
By: /s/ Gerald R. Mitchell -------------------------Gerald R. Mitchell V-P, Treasurer and CFO

Exhibit 10(yy) AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT is made and entered into this 3rd day of APRIL 2003, by and between K-V PHARMACEUTICAL COMPANY, a Delaware Corporation (the "Company") and VICTOR M. HERMELIN (the "Employee"). WITNESSETH THAT: WHEREAS, the Company and Employee entered into an Employment Agreement, dated February 20, 1974 (the "Employment Agreement"), pursuant to which the Company agreed to pay monthly salary continuation payments upon retirement for a term of twelve (12) years from the date of his retirement; which was amended on August 12, 1986, to Employee's lifetime in an amount equal to forty percent (40%) of Employee's base compensation at retirement, increased annually by the percentage increase in the cost of living and also provided that in the event of Employee's death, salary continuation of compensation would be paid to Employee's widow equal to one-half of the amount otherwise payable to Employee until October 30, 1990. WHEREAS, in consideration of continuing valuable services performed by Employee for the Company after his retirement, as Chairman of the Board, a Consultant to the Company and his ongoing role as confidante to the Company and contributions that could not be contemplated, as well as his continuous service as Chairman of the Board, the

Company hereby agrees to give consideration to his surviving spouse through reinstating the surviving spouse

Exhibit 10(yy) AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT is made and entered into this 3rd day of APRIL 2003, by and between K-V PHARMACEUTICAL COMPANY, a Delaware Corporation (the "Company") and VICTOR M. HERMELIN (the "Employee"). WITNESSETH THAT: WHEREAS, the Company and Employee entered into an Employment Agreement, dated February 20, 1974 (the "Employment Agreement"), pursuant to which the Company agreed to pay monthly salary continuation payments upon retirement for a term of twelve (12) years from the date of his retirement; which was amended on August 12, 1986, to Employee's lifetime in an amount equal to forty percent (40%) of Employee's base compensation at retirement, increased annually by the percentage increase in the cost of living and also provided that in the event of Employee's death, salary continuation of compensation would be paid to Employee's widow equal to one-half of the amount otherwise payable to Employee until October 30, 1990. WHEREAS, in consideration of continuing valuable services performed by Employee for the Company after his retirement, as Chairman of the Board, a Consultant to the Company and his ongoing role as confidante to the Company and contributions that could not be contemplated, as well as his continuous service as Chairman of the Board, the

Company hereby agrees to give consideration to his surviving spouse through reinstating the surviving spouse provision which provides for one-half (1/2) of the retirement benefit, which is currently $61,148.10 annually and would be payable as a surviving spouse benefit on the terms set forth in this Amendment; NOW, THEREFORE, in consideration of the premises herein contained, it is agreed by and between the parties hereto as follows: 1. Section 4(b) of the Agreement, as amended, is hereby deleted in its entirety and the following is inserted in lieu thereof: 4. Salary continuation Benefits. (b) In the event of Employee's death, Company agrees to thereafter pay to Employee's widow, during the period commencing on the date of Employee's death and ending on March 31, 2020, salary continuation compensation equal to one-half (1/2) of the amount otherwise payable to Employee under the provisions of Section 4(a) of the Agreement, as amended. 2. Except as expressly provided herein, this Amendment is not intended to amend or modify any other provisions of the Employment Agreement, as amended, all of which except as provided herein will remain in full force and effect. 3. This Amendment shall be construed in accordance with and governed by the laws of the State of Missouri.

4. This Amendment shall be binding upon and inure to the benefit of the Company and its successors and assigns and Employee and his heirs, executors, administrators, and personal or legal representatives. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above. K-V PHARMACEUTICAL COMPANY
BY: /s/ Gerald R. Mitchell

Company hereby agrees to give consideration to his surviving spouse through reinstating the surviving spouse provision which provides for one-half (1/2) of the retirement benefit, which is currently $61,148.10 annually and would be payable as a surviving spouse benefit on the terms set forth in this Amendment; NOW, THEREFORE, in consideration of the premises herein contained, it is agreed by and between the parties hereto as follows: 1. Section 4(b) of the Agreement, as amended, is hereby deleted in its entirety and the following is inserted in lieu thereof: 4. Salary continuation Benefits. (b) In the event of Employee's death, Company agrees to thereafter pay to Employee's widow, during the period commencing on the date of Employee's death and ending on March 31, 2020, salary continuation compensation equal to one-half (1/2) of the amount otherwise payable to Employee under the provisions of Section 4(a) of the Agreement, as amended. 2. Except as expressly provided herein, this Amendment is not intended to amend or modify any other provisions of the Employment Agreement, as amended, all of which except as provided herein will remain in full force and effect. 3. This Amendment shall be construed in accordance with and governed by the laws of the State of Missouri.

4. This Amendment shall be binding upon and inure to the benefit of the Company and its successors and assigns and Employee and his heirs, executors, administrators, and personal or legal representatives. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above. K-V PHARMACEUTICAL COMPANY
BY: /s/ Gerald R. Mitchell --------------------------------------Vice President, Treasurer & CFO "Company"

/s/ Victor M. Hermelin ------------------------------------------Victor M. Hermelin "Employee"

Exhibit 21 LIST OF SUBSIDIARIES ETHEX Corporation, a Missouri corporation Ther-Rx Corporation, a Missouri corporation Particle Dynamics, Inc., a New York corporation DrugTech Corporation, a Delaware corporation SPI - Sub, Inc., a Delaware corporation

4. This Amendment shall be binding upon and inure to the benefit of the Company and its successors and assigns and Employee and his heirs, executors, administrators, and personal or legal representatives. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above. K-V PHARMACEUTICAL COMPANY
BY: /s/ Gerald R. Mitchell --------------------------------------Vice President, Treasurer & CFO "Company"

/s/ Victor M. Hermelin ------------------------------------------Victor M. Hermelin "Employee"

Exhibit 21 LIST OF SUBSIDIARIES ETHEX Corporation, a Missouri corporation Ther-Rx Corporation, a Missouri corporation Particle Dynamics, Inc., a New York corporation DrugTech Corporation, a Delaware corporation SPI - Sub, Inc., a Delaware corporation

Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS K-V Pharmaceutical Company St. Louis, Missouri We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Numbers 2-56793, 2-76173, 33-46400, 33-44927, 333-00199, 333-48252 and 333-85516) and Registration Statement on Form S-3 (File Number 333-87402 and 333-106294) of our reports dated May 23, 2003, relating to the consolidated financial statements and schedule of K-V Pharmaceutical Company appearing in the Company's Annual Report on Form 10-K as of and for the year ended March 31, 2003.
/s/ BDO SEIDMAN, LLP Chicago, Illinois June 26, 2003

Exhibit 99.1

Exhibit 21 LIST OF SUBSIDIARIES ETHEX Corporation, a Missouri corporation Ther-Rx Corporation, a Missouri corporation Particle Dynamics, Inc., a New York corporation DrugTech Corporation, a Delaware corporation SPI - Sub, Inc., a Delaware corporation

Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS K-V Pharmaceutical Company St. Louis, Missouri We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Numbers 2-56793, 2-76173, 33-46400, 33-44927, 333-00199, 333-48252 and 333-85516) and Registration Statement on Form S-3 (File Number 333-87402 and 333-106294) of our reports dated May 23, 2003, relating to the consolidated financial statements and schedule of K-V Pharmaceutical Company appearing in the Company's Annual Report on Form 10-K as of and for the year ended March 31, 2003.
/s/ BDO SEIDMAN, LLP Chicago, Illinois June 26, 2003

Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of K-V Pharmaceutical Company (the "Company") on Form 10-K for the fiscal year ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc S. Hermelin, Vice Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 27, 2003 /s/ Marc S. Hermelin -----------------------------------------Marc S. Hermelin

Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS K-V Pharmaceutical Company St. Louis, Missouri We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Numbers 2-56793, 2-76173, 33-46400, 33-44927, 333-00199, 333-48252 and 333-85516) and Registration Statement on Form S-3 (File Number 333-87402 and 333-106294) of our reports dated May 23, 2003, relating to the consolidated financial statements and schedule of K-V Pharmaceutical Company appearing in the Company's Annual Report on Form 10-K as of and for the year ended March 31, 2003.
/s/ BDO SEIDMAN, LLP Chicago, Illinois June 26, 2003

Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of K-V Pharmaceutical Company (the "Company") on Form 10-K for the fiscal year ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc S. Hermelin, Vice Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 27, 2003 /s/ Marc S. Hermelin -----------------------------------------Marc S. Hermelin Vice Chairman and Chief Executive Officer (Principal Executive Officer)

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of K-V Pharmaceutical Company (the "Company") on Form 10-K for the fiscal year ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the

Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of K-V Pharmaceutical Company (the "Company") on Form 10-K for the fiscal year ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc S. Hermelin, Vice Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 27, 2003 /s/ Marc S. Hermelin -----------------------------------------Marc S. Hermelin Vice Chairman and Chief Executive Officer (Principal Executive Officer)

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of K-V Pharmaceutical Company (the "Company") on Form 10-K for the fiscal year ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald R. Mitchell, Vice President, Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 27, 2003 /s/ Gerald R. Mitchell ----------------------------------------------------Gerald R. Mitchell Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of K-V Pharmaceutical Company (the "Company") on Form 10-K for the fiscal year ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald R. Mitchell, Vice President, Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 27, 2003 /s/ Gerald R. Mitchell ----------------------------------------------------Gerald R. Mitchell Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)


								
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