ASSET PURCHASE AGREEMENT



         This ASSET PURCHASE AGREEMENT dated as of June 22, 2000 (the

"Agreement") by and between AMERICAN HOME PRODUCTS CORPORATION, a Delaware

corporation ("AHP" or "Seller") and King Pharmaceuticals, Inc., a Tennessee

corporation ("Buyer"). Seller and Buyer may each be referred to herein

individually as a "Party" and collectively as the "Parties".



                              W I T N E S S E T H:



         WHEREAS, Seller, through its Wyeth-Ayerst Laboratories Division, is

engaged in, among other things, the marketing and sale of certain products for

human use marketed under the Bicillin(R), Wycillin(R) and Nordette(R) brand

names (the "Brands"); and



         WHEREAS, Buyer desires to purchase certain assets of Seller relating to

the Brands in the Territory (as defined below), and Seller desires to sell such

assets to Buyer, upon the terms and subject to the conditions hereinafter set

forth;



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

representations, warranties, covenants and agreements herein contained, the

Parties hereto, intending to be legally bound, agree as follows:



                                    ARTICLE 1



                                   DEFINITIONS



         Whenever used in this Agreement, unless otherwise clearly indicated by

the context, the terms defined below shall have the indicated meanings:



         1.1 "Affiliate" shall mean, with respect to any Person, any Person

which directly or indirectly through stock ownership or through other

arrangements either controls, or is controlled by or is under common control

with, such Person, provided, however, for purposes of this Agreement the term

"Affiliate" shall not include subsidiaries in which a Person owns a majority of

the ordinary voting power to elect a majority of the board of directors but is

restricted from electing such majority by contract or otherwise, until such time

as such restrictions are no longer in effect.



         1.2 "Aggrieved Party" shall have the meaning set forth in Section 8.2.



         1.3 "Allocation Statement" shall have the meaning set forth on Section

2.6.



         1.4 "Applicable Laws" shall mean, with respect to the Purchased Assets

in the Territory, all laws, treaties, statutes, ordinances, judgments, decrees,

rules, injunctions, writs, regulations, binding arbitration rulings, orders,

judicial or administrative interpretations of, any







                                       1

{PAGE}   3



Governmental Authority having jurisdiction over the Purchased Assets in the

Territory, as may be in effect prior to the Closing Date.



         1.5 "Applicable Permits" shall mean any waiver, exemption, variance,

permit, authorization, license or similar approval, required to be obtained

under Applicable Laws in connection with the Purchased Assets.



         1.6 "Assumed Liabilities" shall mean (i) all future obligations

relating exclusively to the Products that are required to be performed and

fulfilled after the Closing under the terms of the Customer Contracts; (ii)

except to the extent Buyer is specifically entitled to reimbursement pursuant to

the terms of Section 2.10, obligations for the return of Products and for

Product coupons returned after the Closing Date; (iii) state and federal

Medicaid/Medicare rebates, managed care and administrative fees, in connection

with Products sold in the Territory by Buyer (a) under the Marketing and

Distribution Agreement, or (b) after the Closing Date; (iv) all customer

chargebacks and similar payments to customers in connection with Products sold

in the Territory, having activity dates (the date that a wholesaler ships the

Product to a customer) from and after June 22, 2000; and (v) all product

liability claims relating to the occurrences of injuries caused by Products sold

by Buyer or the Purchased Assets from and after the Closing, except for any

liabilities for which Seller has specifically agreed to indemnify Buyer pursuant

to the terms of the Supply Agreements.



         1.7 "Books and Records" shall mean the original books and records of

Seller related exclusively to the Products or the Purchased Assets and copies of

such other books and records of Seller to the extent related to the Purchased

Assets.



         1.8 "Brands" shall have the meaning set forth in the first whereas

clause of this Agreement.



         1.9 "Closing" shall have the meaning set forth in Section 2.3.



         1.10 "Closing Date" shall have the meaning set forth in Section 2.3.



         1.11 "Code" shall mean the U.S. Internal Revenue Code of 1986, as

amended.



         1.12 "Commercially Reasonable Efforts" shall mean reasonable efforts

and resources at least equal to those normally used by a Party for a product

owned by it or to which it has rights.



         1.13 "Copromotion Agreement" shall mean that certain copromotion

agreement entered into by the parties on even date herewith, pursuant to which

Seller will have the right to copromote with Buyer, Buyer's pharmaceutical

products containing ramipril or ramiprilat, including, without limitation,

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