FOURTH AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT



THIS FOURTH AMENDMENT (the "Amendment") is made and entered into as of January

10, 2005 (the "Amendment Effective Date") to the Manufacturing and Supply

Agreement entered into as of August 6, 1997, as amended, by and between JPI

PHARMACEUTICA INTERNATIONAL, a division of Cilag AG International Zug ("JPI"),

JANSSEN PHARMACEUTICA INC. ("JANSSEN US" and, together with JPI, "JANSSEN"), on

the one hand, and ALKERMES CONTROLLED THERAPEUTICS INC. II ("ACT II"), on the

other hand (the "Agreement").



                                    RECITALS:



WHEREAS, JANSSEN and ACT II have entered into the Agreement; and



WHEREAS, JANSSEN and ACT II have also entered into an Addendum to the Agreement,

dated as of August 1, 2001 (the "Addendum"), regarding the expansion of ACT II's

manufacturing facilities; and



WHEREAS, the parties now wish to enter into this Amendment regarding the further

expansion of ACT II's manufacturing facilities, and the financial responsibility

of each of the parties in connection with such expansion;



NOW, THEREFORE, in consideration of the mutual promises contained herein and

other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties agree as follows:



1.    DEFINITIONS. Unless provided otherwise, any capitalized terms used in this

Amendment that are not defined herein will have the meaning set forth in the

Agreement or the Addendum. The following terms will have the following meanings:



"Depreciation Credit" means an amount calculated by dividing the Total Third

Line Cost by the divisor of *, representing * for depreciation multiplied by *

of Product per year.



"FTE" means a full-time technical person dedicated by ACT II to perform

technical work on or directly related to the Third Line Plan, or in the case of

less than a full-time dedicated technical person, a full-time equivalent

technical person year, based upon a total of * (i.e., * of technical work on or

directly related to the Third Line Plan.



"FTE Hourly Rate" means the amount of *.



"Total Third Line Cost" means the total amount of the costs incurred by ACT II,

calculated as of the date of Validation Completion, for activities performed

pursuant to the Third Line Plan, including without limitation the purchase of

equipment and the design, engineering, construction and validation activities so

performed. In no event, shall the Total Third Line Cost exceed the overall

budget set forth in the Third Line Plan, unless such excess costs have been

approved by JANSSEN.



2.    THIRD LINE. ACT II will design, engineer, construct and validate a third

wet process line at its manufacturing facility located in Wilmington, Ohio (the

"Third Line"). A description of the design, engineering, construction and

validation activities for the Third



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Line, including the equipment to be installed therein and the timeline and

budget for such design, engineering, construction and validation activities

(the "Third Line Plan") will be established by the parties. A draft Third Line

Plan including a project budget and project timeline is set forth in Exhibit A

to this Amendment.



3.    APPROVAL OF THIRD LINE PLAN. Within * of the Amendment Effective Date, the

parties will meet to review and finalize the draft Third Line Plan. Any

modifications to the draft Third Line Plan affecting the anticipated timelines,

scope or budget thereof shall only become effective with the consent of both ACT

II and JANSSEN, which consent shall not be unreasonably withheld or delayed. The

final Third Line Plan will be attached to this Amendment as Exhibit A 1.



4.    PERFORMANCE OF ACTIVITIES. Upon finalization of the Third Line Plan, ACT

II will begin to perform, and to have performed, the activities set forth

therein. ACT II will be responsible for the management of the design,

engineering, construction and validation of the Third Line. The Global Supply

Team, or a designated Sub-Team thereof, may, however, recommend actions to ACT

II following periodic reviews of the design, engineering, construction and

validation of the Third Line. Periodically ACT II may also notify the Global

Supply Team of proposed amendments to the Third Line Plan. Within * of receipt

of any proposed amendment to the Third Line Plan, the Global Supply Team, or the

designated Sub-Team, will meet to evaluate the amendment to the Third Line Plan

and to recommend actions; provided, however, that the scope, timelines or budget

set forth in the Third Line Plan may only be amended with the consent of both

ACT II and JANSSEN, which consent shall not be unreasonably withheld or delayed.

ACT II will keep the Global Supply Team, or any designated Sub-Team, regularly

informed, and at least on a quarterly basis, of issues and decisions affecting

the design, engineering, construction and validation of the Third Line and will

consult with the Global Supply Team, or any designated Sub-Team, before making

any decisions with respect thereto whenever possible.



5.    PAYMENT. JANSSEN US will reimburse ACT II at the * for design,

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