THIS FINISHED PRODUCT SUPPLY AGREEMENT, dated as of March 5, 2004 and

effective as of the Effective Date, is made and entered into by and between

Aventis Pharmaceuticals Inc., a company organized and existing under the laws of

the State of Delaware, and its Affiliates ("AVENTIS"), and Aeropharm Technology,

Inc., a company organized and existing under the laws of the State of Delaware

("PURCHASER"). Capitalized terms used in this Agreement shall have the meanings

ascribed to them in Article 1 hereof or as otherwise set forth herein.



                                    RECITALS



         WHEREAS, Aventis is engaged in the manufacture of a finished product

form of the compound Triamcinolone Acetonide in a chlorofluorocarbon ("CFC")

based propellant driven inhaler as sold in the United States under the

registered trademark Azmacort(R);



         WHEREAS, this Agreement is being entered into in connection with

certain transactions in which Aventis and its Affiliates are divesting and

licensing certain assets related to the Product to Kos Life Sciences, Inc., an

Affiliate of Purchaser, pursuant to a Product Acquisition Agreement dated as of

the date hereof (the "PRODUCT ACQUISITION AGREEMENT");



         WHEREAS, Purchaser desires to have Aventis manufacture and supply it

with finished Product for sale and distribution in the Territory during the Term

in accordance with this Agreement; and



         WHEREAS, Aventis agrees to manufacture and supply to Purchaser finished

Product for sale and distribution in the Territory upon the terms and subject to

the conditions provided herein.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth in this Agreement, and for other good and valuable consideration, the

receipt of which are hereby acknowledged, the parties hereto hereby agree as

follows:





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                                    ARTICLE 1



                                   DEFINITIONS



         The following terms shall have the meanings set forth below. Unless the

context indicates otherwise, the singular shall include the plural and the

plural shall include the singular.



         1.1 "4.5 DATE" has the meaning set forth in Section 7.10.



         1.2 "ACT" means the United States Federal Food, Drug and Cosmetic Act,

as amended.



         1.3 "ACTUAL LOST SALES" means the product of (i) the number of days

between the first day of a Canister Shortage and the last day of the Payment

Term and (ii) the Average Daily Sales Quantity.



         1.4 "ADDITIONAL AGREEMENTS" has the meaning set forth in Section 7.1.



         1.5 "ADJUSTED GROSS MARGIN PER UNIT" means ****.



         1.6 "AFFILIATE" means a person or entity that, directly or indirectly,

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

common control with the person or entity specified. For the purposes of this

definition, control shall mean the direct or indirect ownership of (i) in the

case of corporate entities, securities authorized to cast more than fifty

percent (50%) of the votes in any election for directors, or (ii) in the case of

non-corporate entities, more than fifty percent (50%) ownership interest with

the power to direct the management and policies of such non-corporate entity.



         1.7 "AGREEMENT " means this Finished Product Supply Agreement and all

schedules and exhibits attached hereto.



         1.8 "ALTERNATE SUPPLIER" has the meaning set forth in Section 2.10.



         1.9 "AVENTIS FACILITY" has the meaning set forth in Section 2.4(b).



         1.10 "AVERAGE DAILY SALES QUANTITY" means the quotient obtained by

dividing (i) the total quantity of Product sold in the twelve (12) month period

ending on the last day of the month immediately preceding the month in which a

Canister Shortage occurs by (ii) three hundred sixty-five (365).



         1.11 "BUSINESS DAY" means a day other than Saturday, Sunday or any day

on which a commercial bank in New York, New York is authorized to close. Any

reference in this Agreement to "day" whether or not capitalized shall refer to a

calendar day, not a Business Day.







                                       2

{PAGE}



         1.12 "CANISTER" means an Azmacort Unprinted Canister, Part #CA-2742B

included in the Components sold to Purchaser pursuant to Section 2.5 of the

Product Acquisition Agreement and as set forth in SCHEDULE 4.5.



         1.13 "CANISTER SHORTAGE" means the cessation of supply of Product by

Aventis hereunder due to an exhaustion of the supply of Canisters and the

resulting complete depletion of all inventories of Product held by Purchaser, as

demonstrated by reasonable documentary evidence thereof provided by Purchaser to

Aventis; PROVIDED, HOWEVER, that a Canister Shortage shall be deemed not to have

occurred in the event Purchaser takes any action outside the ordinary course of

business to deplete its inventory of the Product.



         1.14 "CFC" has the meaning set forth in the first recital.



         1.15 "CFC EVENT" has the meaning set forth in Section 7.19.



         1.16 "CGMP" means current Good Manufacturing Practices as promulgated

under the Act at 21 CFR (chapters 210 and 211), as the same may be amended or

re-enacted from time to time.



         1.17 "COMPONENTS" shall mean the canisters, valves, actuators and other

components used in connection with the manufacture of the Product and as listed

on SCHEDULE 1.17 attached hereto.



         1.18 "CONVERSION DATE" has the meaning set forth in Section 7.10



         1.19 "DISCRETIONARY MANUFACTURING CHANGES" has the meaning set forth in

Section 2.7(b).



         1.20 "EFFECTIVE DATE" means the Closing Date as defined in the Product

Acquisition Agreement.



         1.21 "FDA" means the United States Food and Drug Administration or any

successor agency thereof.



         1.22 "FORCE MAJEURE" has the meaning set forth in Section 10.3.



         1.23 "INDEMNITEE" has the meaning set forth in Section 9.3(a).



         1.24 "INDEMNITOR" has the meaning set forth in Section 9.3(a).



         1.25 "INITIAL PRODUCT COSTS" has the meaning set forth in Section 3.1.



         1.26 "LAWS" means all laws, statutes, rules, regulations, ordinances

and other pronouncements having the effect of law of the United States, any







                                       3

{PAGE}



foreign country, supranational entity or any domestic or foreign state,

province, county, city or other political subdivision of any Regulatory

Authority.



         1.27 "LOSS THRESHOLD" means losses of Canisters equal to or greater

than ****, calculated over the period commencing on the Effective Date and

ending on the day immediately prior to a Canister Shortage, such calculation to

be made solely by taking into account the following factors: (i) normal process

loss, (ii) loss due to human error of Aventis personnel or its subcontractor,

(iii) loss due to Product rejected for failure to meet Specifications, (iv)

deemed losses pursuant to Section 6.1 in the event, and solely to the extent,

that a recall results from any cause or event as a result of the defective

manufacture, testing, storage or handling of the Product by Aventis or its

Affiliates or its subcontactor and (v) any loss or use of Canisters for

validation or other purposes pursuant to any Discretionary Manufacturing Change

requested by Aventis, even if such Discretionary Manufacturing Change is

consented to by Purchaser.



         1.28 "METHOD TRANSFER" has the meaning set forth in Section 5.10.



         1.29 "NDA" means a New Drug Application pursuant to Section 505 of the

Act (21 U.S.C. Section 355) submitted to the FDA or any successor application or

procedure or any foreign counterpart of a U.S. New Drug Application for approval

to market, including, where applicable, applications for pricing and

reimbursement approval.



         1.30 "NEW COMPONENTS" means the new canisters and valves to be used in

connection with the manufacture of the Product and to be supplied by Purchaser

upon the exhaustion or expiration of, and as a replacement for, the Old

Components purchased by Purchaser on the Effective Date.

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