DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT

                                     BETWEEN

           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED

           SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]

                                       AND

                                 CIMA LABS INC.



         This DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (the

"Agreement"), effective as of June 26, 2003 (the "Effective Date"), by and

between [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.***], a Delaware corporation and

wholly owned subsidiary of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED

FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], maintaining

its offices at [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] ("[***CONFIDENTIAL

TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.***]"), and CIMA LABS INC., a Delaware Corporation,

maintaining offices at 10000 Valley View Road, Eden Prairie, MN 55344-9361

("CIMA").



In consideration of the rights conferred and the obligations assumed herein, and

intending to be legally bound, the parties agree as follows:



1.       DEFINITIONS



         As used in this Agreement, the following capitalized terms shall have

         the meanings set out below:



         1.1.     "Affiliate(s)" shall mean, in relation to either party hereto,

                  any entity or person which directly or indirectly controls, is

                  controlled by, or is under common control by a party. The term

                  "control" for purposes of this definition shall mean the right

                  to exercise more than fifty percent (50%) of the voting rights

                  of an entity, or the power to direct or cause the direction of

                  the management or policies, or to direct, select, or appoint

                  officers or directors of the entity.



         1.2.     "[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED

                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]

                  Confidential Information" has the meaning ascribed to it in

                  Section 9.1



         1.3.     "CIMA Competitor" shall mean any entity or person principally

                  engaged in the business of licensing, formulation, development

                  and manufacturing of fast Oral Disintegrating Tablets and

                  listed on Schedule 1.3 hereto and as such schedule may be

                  amended by mutual agreement from time to time.



{PAGE}



         1.4.     "CIMA Confidential Information" has the meaning ascribed to it

                  in Section 9.2.



         1.5.     "CIMA Licensed Patents" shall mean the patents and patent

                  applications owned or Controlled by CIMA and/or its Affiliates

                  that claim Licensed Product, the DuraSolv(R) Technology, the

                  PakSolv(R) Technology and/or the OraSolv(R) Technology as

                  related to Licensed Product, and its manufacture, its

                  packaging, or its use, its import or its sale and including

                  any extension, reissue, renewal, reexamination or

                  continuation-in-part of such patents or patent applications.

                  CIMA Licensed Patents shall include Developed Intellectual

                  Property. CIMA Licensed Patents shall not include any Work

                  Product. The initial list of CIMA Licensed Patents is set

                  forth on Schedule 1.5.



         1.6.     "CIMA Technical Information" shall mean (a) techniques and

                  data, including ideas, inventions (including patentable

                  inventions, but excluding inventions covered by CIMA Licensed

                  Patents), practices methods, knowledge, know-how, trade

                  secrets, skill, experience, documents, apparatus, test data,

                  including pharmacological, toxicological and clinical test

                  data, analytical and quality control data, manufacturing,

                  patent data or descriptions relating to Licensed Product,

                  including, but not limited to, those that relate to

                  DuraSolv(R)Technology, PakSolv(R)Technology and/or

                  OraSolv(R)Technology, owned or Controlled by CIMA and/or its

                  Affiliates and (b) chemical formulations, compositions of

                  matter, product samples and assays relating to Licensed

                  Product, including, but not limited to, those that relate to

                  DuraSolv(R)Technology, PakSolv(R)Technology and/or

                  OraSolv(R)Technology, owned or Controlled by CIMA and/or its

                  Affiliates. CIMA Technical Information shall include Developed

                  Intellectual Property. CIMA Technical Information shall not

                  include any Work Product.



         1.7.     "CIMA Licensed Technology" shall mean CIMA Licensed Patents

                  and CIMA Technical Information.



         1.8.     "Control or Controlled" in the context of intellectual

                  property rights shall mean rights sufficient to allow a grant

                  of such rights to a party, including by license.



         1.9.     "Developed Intellectual Property" shall mean any and all

                  intellectual property rights, including but not limited to,

                  inventions, whether patentable or not, and know-how arising

                  out of the performance of the Work Plan. Developed

                  Intellectual Property shall not include any party's

                  intellectual property existing as of the Effective Date.



         1.10.    "Development Specifications" shall mean the development goals

                  for the sensory, physical and functional parameters for the

                  Licensed Product as set forth in Schedule 1.10.



{PAGE}



         1.11.    "DuraSolv(R)Technology" shall mean the fast-dissolving drug

                  delivery system generally described in U.S. Patents 6,024,981

                  and 6,221,392 and PCT Published Application No. WO 98/46215.



         1.12.    "Exclusive Field" shall mean any product containing

                  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED

                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***].



         1.13.    "FDA" shall mean the United States Food and Drug

                  Administration, or any successor thereto.



         1.14.    "Field" shall mean the treatment of all human conditions.



         1.15.    "Good Clinical Practice" shall mean the then current standards

                  for clinical trials for pharmaceuticals, as set forth in the

                  United States Federal Food, Drug and Cosmetic Act and

                  applicable regulations promulgated thereunder, as amended from

                  time to time.



         1.16.    "Good Laboratory Practice" shall mean the then current

                  standards for laboratory activities for pharmaceuticals, as

                  set forth in the United States Federal, Food, Drug and

                  Cosmetic Act and applicable regulations promulgated

                  thereunder, as amended from time to time.



         1.17.    "Good Manufacturing Practice" shall mean the then current

                  standards for manufacture of pharmaceuticals, as set forth in

                  the United States Federal, Food, Drug and Cosmetic Act and

                  applicable regulations promulgated thereunder, as amended from

                  time to time.



         1.18.    "Licensed Product" shall mean oral disintegrating tablets

                  containing [***CONFIDENTIAL TREATMENT REQUESTED, PORTION

                  OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

                  COMMISSION.***] and all improvements and line extensions

                  thereof.



         1.19.    "Net Sales" shall mean, for the applicable period, the gross

                  amount invoiced by [***CONFIDENTIAL TREATMENT REQUESTED,

                  PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND

                  EXCHANGE COMMISSION.***] or its sublicensees for the sale or

                  other disposition of Licensed Product, less customary

                  adjustments from gross sales to net sales as determined in

                  accordance with U. S. Generally Accepted Accounting Principles

                  as consistently applied by [***CONFIDENTIAL TREATMENT

                  REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE

                  SECURITIES AND EXCHANGE COMMISSION.***], including but not

                  limited to: (a) customary quantity, trade and/or cash

                  discounts, allowances, chargebacks, rebates and price

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