NONEXCLUSIVE SUBLICENSE AGREEMENT



     THIS  AGREEMENT,  entered  into this 27th day of June,  2002 by and between

First Horizon Pharmaceutical Corporation, a corporation of the State of Delaware

having its  principal  address at 6195 Shiloh Road,  Alpharetta,  Georgia  30005

(hereinafter  referred to as "FHRX")  and Jame Fine  Chemicals  Inc.  (d/b/a JFC

Technologies),  a  corporation  of the State of New Jersey  having its principal

address at 100 West Main  Street,  P.O. Box 669,  Bound Brook,  New Jersey 08805

(hereinafter referred to as "JFC");



     WITNESSETH THAT:



     WHEREAS,  JFC is a manufacturer  of bulk active  ingredients  useful in the

preparation of pharmaceutical formulations;



     WHEREAS,   JFC  is  a   manufacturer   of   dextromethorphan   tannate  and

dexchlorpheniramine  tannate (hereinafter  collectively referred to as "Licensed

Products");



     WHEREAS,  JFC has  developed,  over a  considerable  period  of time and at

considerable  monetary  expense,  a body of technical  information  (hereinafter

being defined and referred to as "JFC's Technical  Information") relating to the

manufacture and use of Licensed Products;



     WHEREAS,  JFC has  developed,  over a  considerable  period  of time and at

considerable  monetary expense,  United States patent applications  covering the

manufacturer,  use and sale of Licensed  Products,  and JFC  anticipates  filing

further  United  States  patent  applications  (hereinafter  being  defined  and

referred to as "JFC's Patent Rights") covering the manufacturer, use and sale of

Licensed  Products  (hereinafter  being defined and referred to as "JFC's Patent

Rights");



Page 1 of 8

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     WHEREAS,  FHRX  is  a  specialty   pharmaceutical  company  which  markets,

distributes and sells pharmaceutical formulations;



     WHEREAS,  Unisource  Corporation,  a  corporation  of the State of Colorado

having a principal  address at 4300 Sunshine  Avenue,  Boulder,  Colorado  80302

(hereinafter  referred  to as  "UNISOURCE")  manufactures,  markets,  sells  and

distributes pharmaceutical formulations;



     WHEREAS,  pursuant to a certain "Exclusive License Agreement" of even date,

JFC  granted  FHRX  an  exclusive   license  and  right  under  JFC's  Technical

Information  and Patent  Rights to make,  have made,  use,  distribute,  market,

promote,  advertise  and sell  Licensed  Products and to make,  have made,  use,

distribute,  market,  promote,  advertise and sell  pharmaceutical  formulations

containing Licensed Products (such pharmaceutical formulations hereinafter being

defined and referred to as "Finished Dosage Products");



     WHEREAS,  pursuant to Paragraph 2.02 of said Exclusive  License  Agreement,

the  parties  provided  that FHRX would  grant a  sublicense  to JFC under JFC's

Patent Rights and JFC's Technical Information to manufacture Licensed Products;



     WHEREAS,  JFC  has  entered  into  certain  prior  supply  agreements  with

UNISOURCE  (hereinafter  referred  to as  "Existing  JFC-UNISOURCE  Agreements")

whereby UNISOURCE purchases bulk active ingredients useful in the preparation of

pharmaceutical formulations from JFC;



     WHEREAS,  FHRX has  entered  into  certain  prior  supply  agreements  with

UNISOURCE  (hereinafter  referred to as  "Existing  FHRX-UNISOURCE  Agreements")

whereby FHRX purchases pharmaceutical formulations from UNISOURCE;



     WHEREAS,  FHRX and  UNISOURCE  have  entered  into a new  supply  agreement

(hereinafter  referred to as "New  FHRX-UNISOURCE  Agreement") whereby UNISOURCE

will supply FHRX with Finished Dosage Products;







                                  Page 2 of 8

{PAGE}



     WHEREAS,  on even  date with  entry  into this  Agreement  and the  License

Agreement,  JFC will enter into a new  agreement or  agreements  with  Unisource

("New JFC-Unisource Agreement");



     WHEREAS,  in order to effectuate the  commercialization  of Finished Dosage

Products,  FHRX wishes to have JFC manufacture  Licensed  Products and ship such

Licensed  Products  exclusively  to  FHRX's  designated  supplier(s)  (currently

UNISOURCE)  and JFC is willing to  manufacture  Licensed  Products and ship such

Licensed Products exclusively to FHRX's designated supplier(s);



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

the  mutual   covenants   hereinafter   recited  and  other  good  and  valuable

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