DEVELOPMENT AND SUPPLY AGREEMENT



THIS AGREEMENT (hereinafter "AGREEMENT") is made by and between Abbott GmbH &

Co. KG, having a place of business at Knollstrasse 50, 67061 Ludwigshafen,

Germany (hereinafter "ABBOTT"), and Barrier Therapeutics, Inc. having a place of

business at 100 Princeton Overlook, Princeton, NJ 08540, USA (hereinafter

"BARRIER"). This Agreement is effective as of the date of the last signature

below (hereinafter "EFFECTIVE DATE").



WHEREAS Abbott has developed inter alia Meltrex(TM) Technology (as hereinafter

defined) that can be used in the formulation of pharmaceutical products and has

rights to certain patents and patent applications claiming the same; and



WHEREAS Barrier has rights to develop, market and sell a certain pharmaceutical

Drug Substance (as hereinafter defined); and



WHEREAS Abbott has previously carried out studies successfully demonstrating the

feasibility of formulating said Drug Substance using Meltrex(TM) Technology, and



WHEREAS Abbott and Barrier wish to enter into a Development Programme (as

hereinafter defined) with respect to the development of Bulk Product and

Finished Product (as hereinafter defined); and



WHEREAS upon successful completion of such development and obtaining marketing

approval for Finished Product, Barrier intends to entrust the manufacturing of

both Bulk Product and Finished Product to Abbott; and



WHEREAS Abbott has adequate manufacturing facilities and capacity to undertake

the manufacture and to ensure the supply of both Bulk Product and Finished

Product to Barrier for Barrier's total worldwide requirements of Finished

Product.



NOW THEREFORE the parties agree as follows:



                                                                               1

{PAGE}

** Certain information in this exhibit has been omitted and will be filed

separately with the Securities and Exchange Commission pursuant to a

confidential treatment request.



                                    ARTICLE I

                                   DEFINITIONS



1.1   AFFILIATE means any person or business entity which directly or indirectly

      controls, is controlled by, or is under common control with a party to

      this Agreement. A business entity shall be deemed to "control" another

      business entity, if it owns directly or indirectly, more than fifty

      percent (50%) of the outstanding voting securities, capital stock, or

      other comparable equity or ownership interest of such business entity, or

      exercises equivalent influence over such entity. If the laws of the

      jurisdiction in which such entity operates prohibit ownership by a party

      of fifty percent (50%) or more, "control" shall be deemed to exist at the

      maximum level of ownership allowed by such jurisdiction.



1.2   BULK PRODUCT means Drug Substance formulated by Abbott using its

      Meltrex(TM) Technology according to the terms of this Agreement.



1.3   DELIMITATION OF RESPONSIBILITIES AGREEMENT means the document setting out

      the respective pharmaceutical responsibilities of the parties with regard

      to the preparation of Finished Product to be attached hereto as Schedule

      C.



1.4   DEVELOPMENT PROGRAMME means the outline programme set out in Schedule A

      hereto and all the detailed Workplans for the development of Bulk Product

      and Finished Product attached hereto from time to time as Schedule B and

      made a part hereof.



1.5   DRUG SUBSTANCE means the antifungal compound itraconazole, alone or as a

      premix ("Triaset").



                                                                               2

{PAGE}

** Certain information in this exhibit has been omitted and will be filed

separately with the Securities and Exchange Commission pursuant to a

confidential treatment request.



1.6   FINISHED PRODUCT means the final tablets made by milling and compressing

      Bulk Product according to the terms of this Agreement and suitable for

      marketing and sale.



1.7   MELTREX(TM) TECHNOLOGY means any and all know-how, proprietary data,

      patents and patent applications owned or controlled by Abbott or any of

      its Affiliates relating to the formulation and shaping of pharmaceutical

      products by melt-extrusion.



1.8   REGULATORY AGENCIES means the regulatory authorities having jurisdiction

      over the clinical testing, manufacture, marketing and sale of Finished

      Product.



1.9   SPECIFICATIONS means the manufacturing and test procedures for Drug

      Substance, components, intermediates, Bulk Product and Finished Product,

      and in-process controls, including without limitation legal label text and

      unit descriptions if applicable.



1.10  WORKPLAN means each detailed programme of technical work, including the

      timetable and cost, which is required for the development of Bulk Product

      and Finished Product and which will be set out from time to time as

      Schedule B (i.e. Schedule B-1, Schedule B-2, etc) hereto.



                                   ARTICLE II

                              DEVELOPMENT PROGRAMME



2.1   Abbott hereby agrees to undertake the Development Programme as outlined in

      Schedule A hereto, including, without limitation, manufacturing Bulk

      Product and Finished Product in accordance with the Specifications which

      shall be agreed to by the parties. On payment by Barrier of the

      irrevocable sum of US$ [**] prior to commencement of Stage 2 of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC