COPROMOTION AGREEMENT





         THIS COPROMOTION AGREEMENT (this "AGREEMENT") is entered into and

effective as of this 22nd day of June, 2000 (the "EFFECTIVE DATE"), by and

between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and

AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHPC"), acting

through its Wyeth-Ayerst Laboratories Division ("WYETH-AYERST").



         WHEREAS, KING markets and distributes the pharmaceutical product

ramipril in the United States and Puerto Rico under the registered trademark

ALTACE(R);



         WHEREAS, AHPC is engaged in the business of and has expertise in, among

other things, the promotion of pharmaceutical products to physicians; and



         WHEREAS, KING and AHPC desire to work together to promote the Product

in the United States, its territories and possessions, the District of Columbia

and the Commonwealth of Puerto Rico upon the terms and conditions set forth

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 and sufficiency of which is hereby acknowledged, the parties hereto

agree as follows:





1.       DEFINITIONS



         Capitalized terms used herein without definition shall have the

respective meanings assigned thereto in Annex I attached hereto and incorporated

herein for all purposes of this Agreement (such definitions to be equally

applicable to both the singular and plural forms of the terms defined). Unless

otherwise specified, all references herein to "Articles" or "Sections" are to

Articles or Sections of this Agreement.





2.       GRANT OF RIGHTS TO AHPC



         2.1      COPROMOTION RIGHTS.



                  (a) KING hereby grants to AHPC and its Affiliates, on an

exclusive basis together with KING and its Affiliates, the right to promote the

Product in the Territory during the Term of this Agreement, upon and subject to

the terms and conditions set forth in this Agreement.



                  (b) The grant of rights set forth in Section 2.1(a) is subject

to and limited by (i) the existing agreement with Medeva Pharmaceuticals, Inc.

("Medeva") pursuant to which Medeva and KING have agreed that Medeva, during the

next twelve (12) month period, will continue to distribute to Physicians in the

Territory, those samples of the Product that Medeva previously received from

KING pursuant to that certain copromotion agreement between KING and Medeva





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dated May 7, 1999, which Agreement has been terminated as of May 16, 2000, at a

rate of no more than 10,000 physician sample packs of the Product per each three

(3) month period, (ii) the right of KING and its Affiliates to promote the

Product in the Territory during the Term of this Agreement in accordance with

the terms hereof; and (iii) other applicable limits and restrictions on KING set

forth in the HMR AGREEMENTS, true and correct copies of which have been provided

to AHPC prior to the date of this Agreement.



                  (c) In consideration of the rights granted hereunder, upon

execution of this Agreement, AHPC shall pay to KING an amount in cash (by wire

transfer of immediately available funds to an account designated by KING in

writing) equal to Twenty-Five Million Dollars ($25,000,000.00) (the "INITIAL

PAYMENT").



                  (d) In further consideration of the rights granted hereunder,

AHPC shall pay to KING an amount in cash (by the same means as described in

Section 2.1(c)), equal to Fifty Million Dollars ($50,000,000) within thirty (30)

days after the Initiation Date, provided this Agreement shall not theretofore

have been terminated or written notice of termination have theretofore been

given by AHPC in accordance with Section 11.3.



         2.2      TRADEMARK.



                  (a) Required Use and Compliance. Each party shall promote the

Product only under the Trademarks. Neither Party shall use any Trademarks other

than those listed in Exhibit 2.2 hereto in promoting the Product without the

prior approval of the AMC.



                  (b) Validity of Trademarks. Each party acknowledges the

validity of the other party's right, title and interest in and to its Trademarks

and shall not have, assert or acquire any right, title or interest in or to any

of such other party's Trademarks, except as otherwise explicitly provided in

this Agreement.



                  (c) Use of Trademarks. In connection with the subject matter

hereof, each party shall use the other party's Trademarks only in a manner

consistent with the trademark usage guidelines (the "Guidelines") and shall not

use any such Trademark in connection with any goods or products other than the

Product, notwithstanding that such goods or products are dissimilar to the

Product or have a different use. The parties shall develop the Guidelines as

soon as practicable after the Effective Date. Each party shall use the other

party's Tradermarks only to the extent authorized herein.



                  (d)      Notice of Infringement.



                           (i) Each party shall give the other party notice of

         any infringement or threatened infringement of any of such other

         party's Trademarks used in connection with the Product. Each party

         shall determine in its sole discretion what action, if any, to take in

         response to the infringement or threatened infringement of that party's

         Trademark, other than the primary brand Trademark(s). The Parties

         intend that ALTACE(R) shall be the primary brand Trademark (the

         "Primary Brand Trademark"). In the event that one party chooses to take

         enforcement action in response to the infringement or threatened





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         infringement of its Trademark, the other Party shall reasonably

         cooperate in such enforcement; provided, however, the enforcing party

         shall reimburse the other party for reasonable expenses incurred by the

         other party that are related to such enforcement.



                           (ii) As to the Primary Brand Trademark(s) only, if

         the Party owning such a Trademark fails to take enforcement action

         within one hundred twenty (120) days following notice thereof in

         response to the infringement or threatened infringement of its

         Trademark, the other Party shall have the right, in its sole

         discretion, to conduct litigation or other enforcement proceedings at

         its own expense, naming the Trademark owner as a party plaintiff. In

         such event, the Trademark owner shall reasonably cooperate in such

         enforcement; provided, however, the enforcing Party shall reimburse the

         other party for reasonable expenses incurred by the other party that

         are related to such enforcement.



                           (iii) The parties shall cooperate in good faith with

         respect to all Trademark enforcement action hereunder, and each party

         shall notify the other party promptly of all substantive developments

         with respect to such Trademark enforcement actions, including, without

         limitation, all material filings, court papers and other related

         documents. Each party shall consider the timely given, reasonable

         comments and advice of the other party with respect to the strategy

         employed and submissions made relative to any Trademark enforcement

         actions. The party enforcing such Trademark action shall retain for its

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