ASSET PURCHASE AGREEMENT



                                BY AND BETWEEN



                   AVENTIS PHARMACEUTICALS PUERTO RICO INC.



                                     and



                                INYX USA, LTD.



                              DECEMBER 15, 2004



* * * Confidential material redacted and filed separately with the Commission.

<PAGE>



CONFIDENTIAL TREATMENT



                           ASSET PURCHASE AGREEMENT



            THIS  ASSET  PURCHASE  AGREEMENT  is  made as of the  15th  day of

December,  2004, by and between  Aventis  Pharmaceuticals  Puerto Rico Inc., a

Delaware  corporation  ("Seller"),  and Inyx USA, Ltd., an Isle of Man limited

corporation ("Purchaser")



                                 WITNESSETH:



            WHEREAS,  Seller is engaged in the  manufacture of  pharmaceutical

products at its plant located in Manati, Puerto Rico (the "Business"); and



            WHEREAS,  Purchaser  desires to purchase  the  Acquired  Assets as

defined herein and to assume the Assumed  Liabilities as defined  herein,  and

Seller desires to sell,  transfer and assign to Purchaser the Acquired  Assets

and the Assumed Liabilities,  all upon the terms and subject to the conditions

set forth in this Agreement (the "Purchased Business");



            NOW,  THEREFORE,  in  consideration  of  the  premises  and of the

respective representations,  warranties, covenants, agreements, and conditions

contained  herein,  and  intending  to be  legally  bound  hereby,  Seller and

Purchaser agree as follows:



                                  ARTICLE I

                                 DEFINITIONS



Section 1.1.      Certain  Definitions.  In this  Agreement and any Exhibit or

Schedule  hereto,   the  following   capitalized   terms  have  the  following

respective meanings:



            "Acquired  Assets"  means the  following  assets,  properties  and

rights of Seller (other than Excluded Assets) existing at the Effective Time:



(a)   the Facility;



(b)   the Tangible Personal Property;



(c)   the Purchased Inventory



(d)   subject to Section 7.6, Seller's rights under the Transferred Contracts;



(e)   the Books and Records  pertaining to the Purchased  Business,  including

(i) architectural  plans  and  drawings,   construction  plans  and  drawings,

surveys,   construction  contracts,   maintenance  records,   (ii) all  vendor

materials,  operating  manuals,  training  documents and similar documents and

materials pertaining to the Acquired Assets,  (iii) all environmental studies,

(iv) all  communications,  notices  and  similar  documents  with or from  any

Governmental  or Regulatory  Authority  pertaining  to the Purchased  Business

(including  all  communications  related to any Taxes which  pertain to any of

the  Purchased  Business),  (v) all  documents  describing  the results of any

audit or  other  review  or  analysis  of the  Purchased  Business,  including

automation  or computer  systems  related to the operation  thereof,  (vi) all

Facility   equipment  and  computer   system   qualification   and  validation

documents,  excluding  those  deemed  Seller  proprietary  systems  and  those

specifically  excluded under the  Transition  Services  Agreement,  (vii)  all

employee and  personnel  records of employees  hired by Purchaser  pursuant to

Article VIII,  and (viii) copies of all insurance  policies and communications

with all  companies  providing  insurance  on the Real  Property  or  Tangible

Personal  Property  (including  all  reports  and  documents  related  to  any

insurance  audits,   inspections  or  analyses  and  all  records  related  to

installation,  process and operational  qualifications related to the Tangible

Personal  Property)  (collectively,  the "Manati  Business Books and Records")

(it being  acknowledged that Seller shall be entitled to retain and use copies

of the  Manati  Business  Books  and  Records  provided  that the use does not

otherwise violate Seller's covenants under this Agreement);



(f)   the Transferred Intangible Property;



(g)   to the extent their  transfer is permitted  under  applicable  Laws, all

Permits  utilized by Seller  exclusively  or  primarily  in the conduct of the

Business,  including the Permits  listed in  Section 5.1(k)  of the Disclosure

Schedules attached hereto; and



(h)   all  warranties,  claims and similar  rights with  respect to any of the

foregoing assets.



               (i) the  prepaid  expenses  listed  in  Section  1.1(i)  of the

Disclosure Schedule (the "Prepaid Expenses");



               (j) the motor  vehicles  owned or  leased  by Seller  listed in

Section 1.1(j) of the Disclosure Schedule (the "Vehicles");



               (k) the security  deposits  deposited by or on behalf of Seller

listed  in  Section   1.1(k)  of  the   Disclosure   Schedule  (the  "Security

Deposits"); and



               (l) all  designs,  construction  drawings,  plans,  blueprints,

bills of  material,  flowsheets,  specifications,  plan  sheets,  parts lists,

instruction manuals, all documents related to regulatory  compliance,  quality

and manufacturing records (including,  without limitation,  standard operating

procedures,  validation  master plans and change  controls)  and device master

records  relating to the Acquired Assets,  but  specifically  excluding any of

the  foregoing  to the  extent  related  solely to  products  that will not be

manufactured at the Facility after the Closing (the "Instruction Materials").



            "Affiliate"  means,  as to any Person,  any other  Person or group

acting in  concert  in respect of the  Person  that,  directly  or  indirectly

through one or more  intermediaries,  controls,  is controlled by, or is under

common control with that Person.  For purposes of this  definition,  "control"

(including,  with correlative  meanings,  the terms "controlled by" and "under

common  control  with"),  as used  with  respect  to any  Person  or  group of

Persons, means possession,  directly or indirectly,  of the power to direct or

cause the  direction of the  management  and  policies of the Person,  whether

through the ownership of voting securities, by contract, or otherwise.



* * * Confidential material redacted and filed separately with the Commission.

<PAGE>



CONFIDENTIAL TREATMENT



             "Agreement" means this Asset Purchase  Agreement,  the Disclosure

Schedules and the Schedules and Exhibits hereto, as originally  executed or as

amended as provided herein.



            "APL" means Aventis Pharma Ltd.



            "Assumed  Liabilities"  means all Liabilities of Seller  described

in Section  2.2 or  otherwise  specifically  assumed by  Purchaser  under this

Agreement.



            "Assumption    Agreement"    means   the   Assumption    Agreement

substantially in the form attached hereto as Exhibit 1.



            "Azmacort Assignment and Assumption  Agreement" means the Azmacort

Assignment and Assumption Agreement  substantially in the form attached hereto

as Exhibit 10.



            "Azmacort  Supply  Agreement" has the meaning set forth in Section

7.9(b).



            "Azmacort Royalty" has the meaning set forth in Section 7.9(b).



            "Benefit Plans" has the meaning set forth in Section 5.1(g).



            "Best  Efforts"  means the efforts that a prudent Person who wants

to  achieve  the  result  in  question  would  take and that are  commercially

reasonable under the circumstances.



            "Books and Records" shall mean records,  files,  equipment manuals

and   maintenance    records,    building   and   equipment   blueprints   and

specifications,  drawings  and  designs,  real  estate  surveys  and  reports,

computer software, and other data.



            "Business" has the meaning set forth in the recitals.



            "Claim" has the meaning set forth in Section 6.2(a).



            "Closing" means the consummation of the transactions  described in

Article IV of this Agreement.



            "Closing  Date" means March 31, 2005 or such other earlier date as

is agreed upon by the parties.



            "COBRA" has the meaning set forth in Section 8.2.



            "Code" means the Internal Revenue Code of 1986, as amended.



            "Commonwealth" means the Commonwealth of Puerto Rico.



            "Confidentiality  Agreement"  has the meaning set forth in Section

7.8.



            "Contemplated   Transactions"   means  all  of  the   transactions

contemplated  by this  Agreement  and the Related  Agreements,  including  the

following actions:



                  (a)  the  sale  of  the  Purchased  Business  by  Seller  to

Purchaser; and,



                  (b) the execution,  delivery, and performance of the Related

Agreements.



            "Contract" means any written agreement,  lease, license,  purchase

order, commitment for the purchase of goods, or other contract,  instrument or

arrangement  to which  Seller is a party and which  relates  to the  Purchased

Business.



            "Core  Representations  and  Warranties" has the meaning set forth

in Section 6.3.



            "Damages"  means  all  Liabilities,  damages,  losses,  penalties,

fines, forfeitures,  assessments, claims, suits, proceedings,  investigations,

actions,  demands,  causes of action,  judgments,  awards, taxes, and expenses

including court costs,  reasonable attorneys',  consultants' and experts' fees

and other  costs  and  expenses  incident  to or  arising  out of any claim or

occurrence  or  investigation  or the  defense  of  any  claim  or  occurrence

(whether or not litigation has commenced).



            "Disclosure  Schedules"  means the disclosure  schedules of Seller

as specified  in this  Agreement  that are attached to this  Agreement or that

are  subsequently  delivered  to  Purchaser  pursuant  to the  terms  of  this

Agreement.



            "Dispute" has the meaning set forth in Section 9.2.



            "Dispute Notice" has the meaning set forth in Section 9.2(a).



             "Dollars" means U.S. dollars.



            "Effective  Time" means 12:00  midnight,  Puerto Rico time, on the

Closing Date.



            "Employment  Costs" means all costs  incurred  with respect to any

employee, including wages, salaries, benefits,  employment taxes, claims by an

employee  and all costs  incurred  in  connection  with such  claims,  and all

similar costs.



            "Environmental  Assessments"  has the meaning set forth in Section

6.5(a)(ii).



            "Environmental   Claims"   has  the   meaning  set  forth  in  the

definition of "Environmental Liabilities".



"Environmental Laws" shall include, without limitation, the following Laws:

 (1) Comprehensive Environmental Response, Compensation, and Liability Act of

1980, as amended by the Superfund Amendments and Reauthorization Act of 1986;

(2) Solid Waste Disposal Act, as amended by the Resource Conservation and

Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments

of 1984; (3) Federal Water Pollution Control Act of 1972, as amended by the

Clean Water Act of 1977, as amended; (4) Toxic Substances Control Act of

1976, as amended; (5) Emergency Planning and Community Right-to-Know Act  of

1986; (6) Clean Air Act of 1966, as amended by the Clean Air Act Amendments

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