COMMERCIALIZATION AGREEMENT





                                  by and among





                          ANDRX PHARMACEUTICALS, INC.,





                                 GENPHARM, INC.





                                       and





                          KREMERS URBAN DEVELOPMENT CO.





                          dated as of October 30, 2002





{PAGE}





                           COMMERCIALIZATION AGREEMENT



         This COMMERCIALIZATION AGREEMENT, dated as of October 30, 2002 (this

"AGREEMENT"), is by and among ANDRX PHARMACEUTICALS, INC., a Florida corporation

("ANDRX"), GENPHARM, INC., a Canadian corporation ("GENPHARM"), and KREMERS

URBAN DEVELOPMENT CO., a Delaware corporation ("KUDCO").



                               W I T N E S S E T H



         WHEREAS, ANDRX, GENPHARM and KUDCO are engaged, among other things, in

the business of developing, manufacturing and/or marketing the generic forms of

pharmaceutical products; and



         WHEREAS, KUDCO desires that the KUDCO Product, a bioequivalent version

of the branded pharmaceutical product Prilosec(R), is launched for commercial

sale in the United States at the soonest practicable time;



         NOW, THEREFORE, the parties hereto, for good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, and

intending to be legally bound, hereby agree as follows:





                                    SECTION 1



                                   DEFINITIONS



         1.1 CERTAIN DEFINITIONS. For purposes of this Agreement, the following

terms shall have the meanings set forth below:



         "ACTIVITIES" shall mean the manufacturing, marketing and selling of one

of the ANDRX Product, GENPHARM Product or KUDCO Product, as applicable, in the

Territory, including all regulatory actions in connection therewith.



         "AFFILIATES" shall mean, with respect to any Person, any Persons

directly or indirectly controlling, controlled by, or under common control with,

such other Person. For purposes of this Agreement, the term "controlled"

(including the terms "controlled by" and "under common control with"), as used

with respect to any Person, shall mean the direct or indirect ability or power

to direct or cause the direction of management policies of such Person or

otherwise direct the affairs of such Person, whether through ownership of voting

securities or otherwise.



         "ANDRX ANDA" shall mean Abbreviated New Drug Application No. 75-347, as

in effect from time to time, and any other Abbreviated New Drug Application now

or hereafter owned or controlled by ANDRX or any of its Affiliates, but in each

case only in connection with a 10 mg or 20 mg omeprazole delayed-release

pharmaceutical product.



         "ANDRX PRODUCT" shall mean any pharmaceutical product defined in the

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