MANUFACTURE AND SUPPLY AGREEMENT



     This Manufacture and Supply Agreement (the "Agreement") is entered into as

of February 16, 2001 (hereinafter "Effective Date") by and between aaiPharma

Inc., a Delaware corporation with principal corporate offices located at 2320

Scientific Park Drive, Wilmington, North Carolina  28405  ("AAI") and OraPharma,

Inc., a Delaware corporation with principal corporate offices located at 732

Louis Drive, Warminster, Pennsylvania  18974 ("OraPharma").



                                   RECITALS



     OraPharma and AAI propose to enter into a manufacturing and supply

agreement in order to commercialize Arestin(TM) ("Arestin") (previously referred

to as minocycline periodontal therapeutic system or MPTS), a drug product

consisting of minocycline hydrochloride encapsulated in a bioresorbable polymer,

poly(glycolide-co-dl-lactide). OraPharma has completed phase 3 clinical trials

for Arestin and filed a new drug application ("NDA") for the product on February

17, 2000 and OraPharma received approval of the NDA from the Food and Drug

Administration to launch the product on February 16, 2001. AAI was the

manufacturer of clinical trial materials used in the Phase 3 clinical trials.

AAI and OraPharma agree that the most cost-effective commercialization of

Arestin is to scale-up the clinical manufacturing process at the AAI Wilmington

plant .



     NOW THEREFORE, the parties hereby agree as follows:



                            ARTICLE 1 - DEFINITIONS



     For purposes of this Agreement, the following terms shall have the

respective meanings set forth below:



     1.01.  "Act" shall mean the United States Food, Drug and Cosmetic Act, as

amended from time to time, and the regulations promulgated thereunder.



     1.02.  "Affiliate" shall mean a corporation or any other entity that

directly, or indirectly through one or more intermediaries, controls, is

controlled by, or is under common control with, the designated party, but only

for so long as the relationship exists.  "Control" shall mean ownership of

shares of stock having at least fifty percent (50%) of the voting power entitled

to vote for the election of directors in the case of a corporation.



     1.03.  "Batch" shall mean the manufactured Product (i) having uniform

characteristics, (ii) manufactured during a single, continuous, homogeneous

processing run, and (iii) bearing the same lot number.

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     1.04.  "cGMP" shall mean those current Good Manufacturing Practices

required by the FDA to be followed in connection with the manufacture of

pharmaceutical products, as defined from time to time by the Act and related

regulations, or any successor laws or regulations governing the manufacture,

handling, storage, and control of the Product in the United States.



     1.05.  "Commercialize" shall mean the activities undertaken to market,

promote, and sell a pharmaceutical product.



     1.06.  "Diligent Efforts" shall mean the commercially reasonable efforts

that a prudent business person or company would expend in the normal course of

business to accomplish an important objective, but shall not mean efforts that

could, if carried out, have a significant negative impact on the party's

relevant business unit as a whole.



     1.07.  "FDA" shall mean the United States Food and Drug Administration or

any successor United States governmental agency performing similar functions

with respect to pharmaceutical products.



     1.08.  "Initial Manufacturing Cost" shall mean the Manufacturing Cost for

the initial [*] commercial Batches of Product.



     1.09.  "Manufacturing Cost" shall mean the price charged to OraPharma for

AAI to manufacture the Product for any calendar year, and expressed on a per

Batch basis.



     1.10.  "NDA" shall mean a New Drug Application submitted to the FDA for the

Product which OraPharma intends to Commercialize under the name Arestin(TM).



     1.11.  "Product" shall mean microencapsulated minocycline hydrochloride

(also known as minocycline PTS microspheres) manufactured according to the

Product Specifications (defined below).



     1.12.  "Product Specifications" shall mean the manufacturing, testing,

            storage, and quality control specifications for Product as set forth

            in the NDA as approved by the FDA (or any supplements thereto), plus

            any additional specifications agreed upon in writing by the parties

            and attached hereto as Appendix A.



     1.13   "Production Capacity" shall mean the ability to manufacture [*]

            Batches in a four-week period; provided, however, that the number of

            Batches will be amended to reflect the final equipment installed and

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