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.

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         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.





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         "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.

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