EXHIBIT 10.72(f)

FIFTH AMENDMENT TO
CREDIT & SECURITY AGREEMENT
DATED NOVEMBER 22, 2002

NORWEST BANK ARIZONA, NATIONAL ASSOCIATION (as Successor
in interest to Norwest Business Credit, Inc. - "Lender")

MEDICIS PHARMACEUTICAL CORPORATION ("Borrower")

FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the "Amendment") is made as of the 22nd day of November, 2002 by and between MEDICIS PHARMACEUTICAL, CORPORATION, a Delaware corporation ("Borrower"), and WELLS FARGO BANK ARIZONA, NATIONAL ASSOCIATION, a national banking association, formerly known as NORWEST BANK ARIZONA, NATIONAL ASSOCIATION, a national banking association ("Lender"), as succcssor-in-interest to NORWEST BUSINESS CREDIT, INC., a Minnesota corporation.

R E C I T A L S:

WHEREAS, Borrower and Lender are parties to that certain Credit and Security Agreement dated as of August 3, 1995, as modified by letter agreements dated March 6, 1996 and April 11, 1996, First Amendment to Credit and Security Agreement dated as of May 29, 1996 among Borrower, Norwest Business Credit, Inc. ("NBCI") and Lender, Second Amendment to Credit and Security Agreement dated as of November 22, 1996 between Borrower and Lender, Third Amendment to Credit and Security Agreement dated as of November 22, 1998 between Borrower and Lender, and Fourth Amendment to Credit and Security Agreement dated as of November 22, 2000 between Borrower and Lender (collectively, the "Credit Agreement"), pursuant to which Lender agreed to make available to Borrower a $25,000,000 revolving credit facility (the "Acquisitions Credit Facility") to finance acquisitions of complementary businesses, brand product lines, brand purchase contracts, licensing agreements, and internal product research and development costs, which Acquisitions Credit Facility is evidenced by that certain Replacement Acquisitions Revolving Note from Borrower payable to the order of Lender in the principal amount of $25,000,000;

WHEREAS, Borrower has requested that Lender extend the term of the Credit Agreement and Acquisitions Credit Facility for an additional two (2) years and Lender is willing to do so on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender, intending to be legally bound, agree as follows:

1. INTERPRETATION. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement.

2. RECITALS. The recitals set forth above are true and accurate in every respect.

3. OUTSTANDING INDEBTEDNESS. As of November 22, 2002: the outstanding principal balance of the Revolving Loan is $0.00 and the accrued and unpaid interest on the Revolving Loan is $0.00; the outstanding principal balance of the Term Credit Facility is $0.00 and the accrued and unpaid interest on the Term Credit Facility is $0.00; and the outstanding principal balance of the Acquisitions Credit Facility is $0.00 and the accrued and unpaid interest on the Acquisitions Credit Facility is $0.00.

4. NO OFFSETS. Borrower acknowledges with respect to the amounts owing to Lender that, as of the date of execution of this Amendment (which may be after the effective date of this Agreement), Borrower has no offset, defense or counterclaim with respect thereto, no claim or defense in the abatement or reduction thereof, or any other claim against Lender or with respect to any document forming part of the transaction in respect of which the Acquisitions Credit Facility was made or forming part of any other transaction under which Borrower is indebted to Lender. Borrower acknowledges that all interest imposed under the Acquisitions Credit Facility through the date of execution hereof, and all fees and other charges that have been collected from or known by Borrower to have been imposed upon Borrower with respect to the Acquisitions Credit Facility evidenced by the Acquisitions Revolving Note were and are agreed to, and were properly computed and collected, and that Lender has fully performed all obligations that it may have had or now have to Borrower, and Lender has no obligation to make any additional loan or extension of credit to or for the benefit of Borrower, except as provided in the Credit Agreement, as amended by this Amendment.

5. REPRESENTATIONS AND WARRANTIES OF BORROWER. To induce Lender to enter into this Amendment and the arrangement contemplated by this Amendment, Borrower represents and warrants to Lender as follows:

(a) This Amendment and all other instruments executed and delivered to Lender concurrently herewith, were executed in accordance with the requirements of law and in accordance with any requirements of Borrower's certificate of incorporation and bylaws and any amendments thereto.

(b) The execution and delivery of this Amendment and any other instruments executed and delivered to Lender concurrently herewith, and the full and complete performance of the provisions hereof will not result in any breach of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of Borrower under any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Borrower is a party or by which Borrower is bound.

(c) The Loan Documents executed by Borrower and this Amendment are the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms.

(d) Except as previously disclosed to Lender in writing, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting Borrower or any of its Subsidiaries or the properties of Borrower or any of its Subsidiaries before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower or any of its Subsidiaries, would reasonably be expected to have a material adverse effect on the financial condition, properties or operations of the Borrower or any Subsidiaries and where such claim(s) exceed $200,000 individually, or $500,000 in the aggregate.

(e) Except for the sale of TRIAZ under an Applicable License, Borrower has not derived ten percent (10%) or more of Borrower's Net Sales in any Fiscal Year from any Applicable License as described in Section 6.14 of the Credit Agreement.

(f) Except as disclosed by Borrower to Lender in writing contemporaneously with the execution and delivery of this Amendment, Borrower does not have any patent applications pending before the PTO Office.

(g) There are no oral agreements, understandings or course of conduct that would modify, amend, rearrange, vary, diminish or impair the Loan Documents or the obligation of Borrower to pay the indebtedness evidenced thereby or to perform fully the obligations of Borrower in strict accordance with the Loan Documents, or which would permit Borrower to void or avoid its obligations in whole or in part.

(h) All of the respective representations and warranties made by Borrower in the Loan Documents remain true, complete and correct as of the date hereof, including, without limitation, the representations and warranties in
Section 5 of the Credit Agreement, except to the extent of any changes to such representations and warranties previously disclosed in writing to Lender.

No representation or warranty made by Borrower and contained herein or in the other Loan Documents, and no certificate, information or report furnished or to be furnished by Borrower in connection with any of the Loan Documents or any of the transactions contemplated hereby or thereby, contains or will contain a misstatement of material fact, or omits or will omit to state a material fact required to be stated in order to make the statements contained herein or therein not misleading in the light of the circumstances under which such statements were made.

6. CONTINUED ENFORCEABILITY OF LOAN DOCUMENTS. Except as modified herein, all of the terms and provisions of the Loan Documents remain in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Loan Documents, the terms and provisions of this Amendment shall govern and prevail. Borrower acknowledges, confirms and ratifies the enforceability of the Credit Agreement, the Acquisitions Revolving Note and the Loan Documents, as modified pursuant to this Amendment, and the continuing validity, enforceability and priority of the liens and security interests granted in the Loan Documents.

7. RELEASE OF CLAIMS.

(a) Borrower hereby releases Lender and its officers, employees and agents from all claims and demands (known and unknown) it may have on the date hereof arising out of or in any way relating to the extension or denial of credit by Lender to Borrower or other matters relating to the indebtedness, any collateral securing payment and performance of such indebtedness, or any matter preliminary to the execution and delivery by Borrower and Lender of this Amendment. The release set forth above shall not extend to any claim arising after the date of execution hereof (which may be after the effective date of this Agreement) to the extent based on acts or omissions of Lender occurring after such date, except that such release is specifically intended by the parties to include the transactions leading up to the execution of this Amendment. This Amendment and the release provisions contained in this Section 7 are contractual, and not a mere recital.

(b) Borrower acknowledges and agrees that Lender is not, and shall not be, obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including, without limitation, any renewal of the indebtedness evidenced by the Loan Documents, except on the terms and subject to the conditions set forth in the Loan Documents as hereby amended and modified.

(c) Borrower understands and acknowledges that Lender and Account Holder are separate and distinct corporate entities, as well as affiliate corporations, and Borrower has knowingly and consciously made the determination to proceed with the credit arrangements with Lender as provided in this Credit Agreement and to maintain the investment advisor and custodian relationship with Account Holder as provided in the Investment Agreement. Borrower (i) knowingly waives and releases Lender for, from and against any claim, demand, cause of action, liability, damages and expenses incurred by Borrower and (ii) covenants and agrees that it will not claim, or attempt to claim, rights of setoff, off-set, recoupment or the like against Lender, in the case of both clauses (i) and (ii), arising out of, based upon, relating to, or otherwise occurring as a result of, any acts or omissions of, or any breach of contract or tort or any other theory of liability by, Account Holder. This provision is not intended to affect any rights or remedies of Borrower against Lender pursuant to the Credit Agreement.

8. CONDITIONS OF CLOSING. Lender's obligation to enter into this Amendment and the other documents and instruments required hereunder shall be subject to the satisfaction of all of the following conditions on or before February 14, 2003 (the "Closing" or the "Closing Date") in a manner, form and substance satisfactory to Lender, which conditions may be waived by Lender in writing in its sole and absolute discretion.

(a) On the Closing Date, the representations and warranties of Borrower set forth in the Loan Documents shall be true and correct in all material respects when made and at and as of the time of the Closing.

(b) The following shall have been delivered to Lender, each duly authorized, executed and acknowledged, where applicable, and in form and substance satisfactory to Lender:

(i) This Amendment;

(ii) First Amendment to Amended and Restated Patent Collateral Assignment and Security Agreement;

(iii) First Amendment to Amended and Restated Trademark, Tradename and Service Mark Collateral Assignment and Security Agreement;

(iv) A certificate of the Secretary or an Assistant Secretary of the Borrower, certifying as to the resolutions of the directors and, if required, the shareholders of the Borrower, authorizing the execution, delivery and performance of the Fifth Amendment and all other documents and instruments incident thereto and to the transactions contemplated by the Fifth Amendment, reasonably satisfactory to Lender and its counsel.

(c) Borrower shall have performed and complied in all material respects with all agreements and conditions contained in the Loan Documents to be performed by or complied

with by Borrower prior to or at the Closing, and no Event of Default or Default shall have occurred and be continuing or would occur by Borrower entering into this Amendment and each condition precedent to the effectiveness of each of the Loan Documents shall have been satisfied.

(d) Lender shall have received such documents as Lender shall require to establish the proper organization and good standing of Borrower, the authority of Borrower to execute this Amendment and any other documents or instruments required hereunder, and evidence that all approvals and/or consents of, or other action by, any shareholder, governmental agency or other Person whose approval or consent is necessary or required to enable Borrower to (a) enter into and perform its obligations under the Loan Documents and (b) grant to Lender the Security Interests, have been obtained.

(e) All filings of Uniform Commercial Code financing statements and other filings and actions necessary to perfect and maintain the Security Interests as first, valid and perfected security interest in the Collateral shall have been filed or taken (or such filings delivered for filing immediately following the Closing, to Lender or a third party acceptable to Lender) and confirmation thereof shall have been received by Lender.

(f) Lender shall have determined to its satisfaction that, as of the Closing Date, there has been no material adverse change in the financial condition of Borrower from the financial statements dated as of_______________, 2002 and other documents submitted by Borrower to Lender prior to the Closing Date.

(g) Borrower shall have paid to Lender an extension fee of $32,500, which shall be fully earned and non-refundable upon Lender's execution and delivery of this Amendment, and, when invoiced, Lender's reasonable attorneys' fees and costs incurred in connection with this Amendment.

(h) Lender shall be satisfied that (a) Borrower has good and indefeasible title to all of the Collateral and (b) Borrower at all times shall be entitled to the use and quiet enjoyment of all assets necessary and desirable for the continued ownership and operation of Borrower's business, including, without limitation, the use of equipment, licenses, fixtures and warehouses.

9. DEFINITIONS. (a) The definition of "Maturity Date" in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following inserted therefor:

"Maturity Date" means November 22, 2004.

and (a) Section 1.1 of the Credit Agreement is hereby amended to add the following definitions in proper alphabetical order:

"Fifth Amendment" means that certain Fifth Amendment to Credit and Security Agreement dated as of November 22, 2002 between Borrower and Lender.

"Fourth Amendment" means that certain Fourth Amendment to Credit and Security Agreement dated as of November 22, 2000 between Borrower and Lender.

10. FEES. Section 2.11 of the Credit Agreement is hereby amended to add the following:

(g) Upon execution and delivery of the Fifth Amendment, Borrower agrees to pay to Lender an extension fee of $32,500, which shall be fully earned and non-refundable upon Lender's execution and delivery of the Fifth Amendment, and, when invoiced, Lender's reasonable attorneys' fees and costs incurred in connection with the Fifth Amendment.

11. SECURITY INTEREST. Article 3 of the Credit Agreement is hereby amended to add the following:

3.6 Authorization to File Financing Statements. Borrower hereby irrevocably authorizes Lender at any time and from time to time to file a record in any filing office in any Uniform Commercial Code jurisdiction to perfect the lien on, and security interest in, the Collateral and to provide any information required by Article 9 of the Uniform Commercial Code of any jurisdiction for the sufficiency or filing office acceptance of any record. The Borrower agrees to furnish any such information to the Lender promptly upon the Lender's request. Borrower also ratifies its authorization for the Lender to have filed in any Uniform Commercial Code jurisdiction any record perfecting the lien on, and security interest in, the Collateral filed before the date of the Fifth Amendment.

12. FINANCIAL CONDITION; NO ADVERSE CHANGE. Section 5.5 of the Credit Agreement is hereby deleted in its entirety and the following inserted therefor:

Section 5.5 Financial Condition; No Adverse Change. The Borrower has heretofore furnished to the Lender audited financial statements of the Borrower for its Fiscal Year ended June 30, 2002 and such statements fairly present the financial condition of the Borrower on the dates thereof and the results of its operations and cash flows for the period then ended and were prepared in accordance with generally accepted accounting principles applied in a consistent manner. Since the date of such financial statements of the Borrower, there has been no material adverse change in the business, properties or condition (financial or otherwise) of the Borrower.

13. TOTAL LIABILITIES TO TANGIBLE NET WORTH. Section 6.16 of the Credit Agreement is hereby deleted in its entirety and the following inserted therefor:

Section 6.16 Total Liabilities to Tangible Net Worth. Borrower shall maintain on a consolidated basis, measured quarterly as of the last day of March, June, September and December, a ratio of total liabilities under GAAP to Tangible Net Worth of no more

than 3.0:1.0 from and including September 30, 2002 through the remaining term of this Agreement.

14. MISCELLANEOUS.

(a) Arbitration Agreement; Waiver of Right to Jury Trial. The Agreement contains an arbitration provision, governing law provision and waiver of right to jury trial. In the event of any dispute arising out of or related to this Amendment, the provisions of Section 9.12 of the Agreement shall apply.

(b) Voluntary Agreement. Borrower represents and warrants to Lender that (i) it is, or has had the opportunity to be, represented by legal counsel of its choice in regard to the transaction provided for by this Amendment and that such counsel (if engaged) has explained the significance of the terms, and the meaning and effect of this Amendment; (ii) it is fully aware and clearly understands all of the terms and provisions contained in this Amendment; (iii) it has voluntarily, with full knowledge and without coercion or duress of any kind, entered into this Amendment and the documents executed in connection with this Amendment; (iv) it is not relying on any representations, either written or oral, express or implied, made to it by Lender other than as set forth in this Amendment; and (v) the consideration received by Borrower to enter into this Amendment and the arrangement contemplated by this Amendment has been actual and adequate.

(c) Entire Agreement. This Amendment and the Loan Documents constitute the entire agreement among the parties as to the agreements and understandings contemplated by this Amendment. All parties to this Amendment acknowledge that there are no agreements, understandings, warranties or representations among the parties except as set forth in the Loan Documents and this Amendment.

(d) Counterpart Execution. This Amendment may be executed in counterparts, each of which shall be deemed an original document, and all of which combined shall constitute a single document.

(e) Waiver. Neither this Amendment nor any of the provisions hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

(f) Headings. Paragraph or other headings contained in this Amendment are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Amendment.

(g) Severability. If any clause or provision of this Amendment is determined to be illegal, invalid, or unenforceable under any present or future law by the final judgment of a court of competent jurisdiction, such clause or provision shall be ineffective, but the remainder of this Amendment will not be affected thereby.

(h) Binding Effect. All of the provisions of this Amendment shall be binding upon and shall inure to the benefit of Borrower and Lender and their permitted successors and

assigns, including, without limitation, any successor holder of any Note and any successor mortgagee/beneficiary under any security document.

(i) Time of the Essence. Time is of the essence of each and every provision under this Amendment.

(j) Amendment. Except as specifically set forth herein, the Agreement and the other Loan Documents shall remain in full force and effect. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern and control. Nothing contained in this Amendment is intended to or shall be construed as relieving any person or entity, whether a party to this Amendment or not, of any of such person's or entity's obligations to Lender.

[THE REMAINDER OF THIS PAGE
IS LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, this Amendment is executed to be effective as of the date first above written.

BORROWER:

MEDICIS PHARMACEUTICAL CORPORATION,
a Delaware corporation

By: /s/ Mark A. Prygocki, Sr.
    -------------------------------------------
Name: Mark A. Prygocki, Sr.
Title: Executive Vice President and Chief
       Financial Officer

Execution Date: MARCH 6, 2003

LENDER:

WELLS FARGO BANK ARIZONA, NATIONAL
ASSOCIATION, a national banking association

By: /s/ Tim Billings
    -------------------------------------------
Name: Tim Billings
Title: Vice president

Execution Date: February, 2003

EXHIBIT 10.102

[THE OMITTED PORTIONS INDICATED BY AN ASTERISK HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.]

SUPPLY AGREEMENT

This Supply Agreement (this "AGREEMENT") is entered into this 15th day of July, 2004 between Medicis Aesthetics Holdings Inc., a corporation organized under the laws of the State of Delaware ("MEDICIS"), and a wholly-owned subsidiary of Medicis Pharmaceutical Corporation, a corporation organized under the laws of the State of Delaware ("MEDICIS PHARMACEUTICAL"), and Q-Med AB, a company organized under the laws of the Kingdom of Sweden with corporate registration number 556258-6882 ("Q-MED").

RECITALS

WHEREAS, Medicis has been granted, pursuant to the License Agreement
(as defined herein), a license under the Licensed Rights (as defined herein)
without a right to manufacture or have manufactured, the Licensed Products in the Territory (as defined herein);

WHEREAS, in connection with entering into such License Agreement, Q-Med has agreed to supply Medicis and its Affiliates (as defined herein) with the Licensed Products and Medicis has the right to sublicense immediately to Medicis' Permitted Transferees (as defined in the License Agreement) its rights under the Licensed Rights pursuant to the License Agreement; and

WHEREAS, Q-Med and Medicis desire to define their respective rights and obligations with regard to the supply of the Licensed Products in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

"ACTION" shall mean any action, claim, suit, litigation, arbitration, investigation, notification, audit or other proceeding brought in law or at equity by a Governmental Authority or other Person.

"ACTUAL ASP" shall have the meaning given to such term in Section 4.1(b).

"ADVERTISING" shall mean printed or descriptive matter not classified by the FDA as labeling (e.g., promotional material airing on television and radio or appearing in journals, magazines and newspapers).

"ADVERTISING IN CANADA" shall mean printed or descriptive matter not classified by the TPD as labeling (e.g., promotional material airing on television and radio or appearing in journals, magazines and newspapers).

"AESTHETIC ENHANCEMENT" shall mean the alteration of the visual appearance, visual form, visual size, or visual shape of the naked human body or any of its components; provided, that Aesthetic Enhancement shall not be deemed to include modification of the functions, restoration of the functions, adjustment of the functions or correction of the functions of the human body or any of its component parts.

"AFFILIATE" of a Person shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this definition, the term "CONTROL" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

"AGREEMENT" shall mean this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

"AMENDED MEDICAL DEVICE LICENSE" shall mean a license issued by the TPD approving an Amended Medical Device License Application and allowing Commercial Distribution of a Licensed Product in Canada.

"AMENDED MEDICAL DEVICE LICENSE APPLICATION" shall mean an application amending an approved Medical Device License and requesting TPD's approval to Commercially Distribute a Licensed Product reflecting any change or supplement to the Medical Device License which is required or permitted to be made pursuant to Canada's FDA and/or regulations made thereunder or other TPD policies or guidelines, including all information submitted with or incorporated by reference therein.

"AMENDED MEDICAL DEVICE LICENSE APPROVAL" shall mean TPD's approval of an Amended Medical Device License.

"AVERAGE SELLING PRICE" shall mean in U.S. dollars the Net Revenues for a given period divided by the number of units sold of a Licensed Product for such given period.

"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on which banks in Sweden or New York are authorized or obligated by Law or executive order to remain closed.

"CANADA'S FDA" shall mean Canada's Food and Drugs Act, R.S.C. 1985,
c. F-27, as amended.

"CHANGE IN CONTROL" shall mean (a) the disposition of all or substantially all of the outstanding shares, assets or business of a Party or Medicis Pharmaceutical on a consolidated basis; or (b) any transaction or event (or series of transactions or events) as a result of which any Person (other than an Affiliate of such Party or Medicis Pharmaceutical), acting singly or as a

part of a "partnership, limited partnership, syndicate or group" (within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended): (i) acquires (by purchase, merger, consolidation or otherwise) or for the first time controls or is able to vote (directly or through nominees, beneficial ownership, proxy or contract) fifty percent (50%) or more of the aggregate of all outstanding equity securities of a Party or Medicis Pharmaceutical; or (ii) acquires (by purchase, merger, consolidation or otherwise) equity securities of a Party or Medicis Pharmaceutical with the right to or for the first time is otherwise able to, nominate or designate (directly or through nominees, beneficial ownership, proxy or contract) at least fifty percent (50%) of the nominees to the board of directors of such Party or Medicis Pharmaceutical, in each of (a) or (b), in the event that Q-Med, Medicis or Medicis Pharmaceutical, as the case may be, was not a party to the applicable transaction and/or such transaction was not approved by the Board of Directors of Q-Med, Medicis or Medicis Pharmaceutical, as the case may be.

"CLOSING" shall have the meaning set forth in the License Agreement.

"CLOSING DATE" shall mean the date of the Closing of the transactions contemplated by the License Agreement.

"COMMERCIAL DISTRIBUTION" shall mean a distribution in accordance with the terms and conditions of the Transaction Agreements for all purposes other than Investigational Distribution.

"CONFIDENTIALITY AGREEMENT" shall mean the Confidentiality Undertaking, dated as of March 29, 2004 between Q-Med and Medicis Pharmaceutical, as the same may be amended from time to time in accordance with its terms, which shall supercede and replace in its entirety any and all confidentiality agreements or arrangements entered into prior to the date hereof by the Parties or their respective officers, directors, employees, agents, consultants or representatives with respect to the transactions contemplated by the Transaction Agreements other than the Mutual Disclosure and Confidentiality Agreement, dated September 15, 1999, between Medicis Pharmaceutical and Q-Med, which shall continue in full force and effect in accordance with its terms.

"COST OF PRODUCTION" shall mean the production cost for producing one unit, the calculation done once a year, calculations based on an Activity Based Costing (ABC) model, using the information in the budget of Q-Med. Such amount excludes the allocation of administrative costs not related to the production. Related production variances will be determined by Q-Med subsequent to the end of the calendar year and will be billed or credited to future orders placed by Medicis.

"DIRECT COSTS" shall mean Cost of Production and Overhead plus any additional direct costs applicable to providing Licensed Products for Investigational Distribution.

"FCA" shall mean FCA as defined in the International Chamber of Commerce Incoterms 2000.

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

"FDCA" shall mean the United States Federal Food, Drug, and Cosmetic Act of 1938, as amended (21 U.S.C. Sections 301 et. seq.).

"FIELD" shall mean Aesthetic Enhancement.

"FIRM ORDER" shall mean a written irrevocable firm purchase order for the Licensed Products, which order shall set forth (i) the Licensed Product requirement on a monthly basis for a three (3) month period and (ii) shall include a delivery schedule specifying the monthly delivery date for each Licensed Product ordered and the location to which shipment of such Licensed Product is to be delivered by Q-Med.

"GOVERNMENTAL AUTHORITY" shall mean any supranational, national, federal, state, provincial or local judicial, legislative, executive or regulatory authority.

"GUARANTEE" shall mean the guarantee dated as of the Closing Date from Medicis Pharmaceutical to Q-Med.

"IDE APPLICATION" shall mean an investigational device exemption application requesting FDA or TPD approval to distribute an investigational device for clinical study, pursuant to the requirements of 21 C.F.R. Part 812 and Part 3 of the Canadian Medical Device Regulations SOR/98-282 as amended.

"IDE APPROVAL" shall mean FDA's approval of an IDE Application or an IDE deemed approved pursuant to the requirements set forth in 21 C.F.R. Part 812 permitting distribution of an investigational product.

"IDE CANADA APPROVAL" shall mean TPD permission to distribute an investigational device for clinical study, pursuant to the provisions of Part 3 of the Canadian Medical Device Regulations SOR/98-282, as amended.

"IDE SUPPLEMENT" shall mean an IDE supplement application requesting approval for changes in the investigational plan, clinical protocol, or developmental or manufacturing changes pursuant to the requirements of 21 C.F.R.

Part 812.

"IDE SUPPLEMENT APPROVAL" shall mean FDA's approval of an IDE Supplement.

"IMPROVEMENTS" shall mean any replacements, improvements or modifications, including without limitation, new indications or new uses, in each case in the Field.

"INVESTIGATIONAL DISTRIBUTION" shall mean distribution in accordance with the terms and conditions of the Transaction Agreements pursuant to the requirements of 21 C.F.R. Part 812 in the United States and Part 3 of the Canadian Medical Device Regulations SOR/98-282 in Canada.

"LABELING" shall mean all labels and other written, printed or graphic material upon any Licensed Product or any of its containers or wrappers accompanying such Licensed Product (e.g., instructions sheets, package inserts).

"LAUNCH" of a Licensed Product shall mean the first offer for sale of the Licensed Product to the trade.

"LAWS" shall mean all applicable laws, statutes, rules, regulations, ordinances and other pronouncements of law of any Governmental Authority.

"LICENSE AGREEMENT" shall mean the Intellectual Property License Agreement, dated as of the date hereof, between Medicis and Q-Med.

"LICENSED KNOW-HOW" shall have the meaning given to such term in the License Agreement.

* * *

"LICENSED REGULATORY DATA" shall have the meaning given to such term in the License Agreement.

"LICENSED RIGHTS" shall have the meaning set forth in the License Agreement.

"LICENSEE REGULATORY MATERIALS" shall have the meaning given to such term in the License Agreement.

"LOSS" or "LOSSES" shall mean any and all damages, fines, fees, penalties, deficiencies, losses and expenses, including reasonable legal fees and expenses, but excluding loss of profits or other special, punitive or consequential damages (except as set forth in Sections 9.1(c) and 9.2(b)).

"MACROLANE SIDE LETTER" shall mean that certain letter from Medicis to Q-Med, dated as of the Closing Date.

"MANUFACTURE", "MANUFACTURED" or "MANUFACTURING" shall mean manufacture, process, test, assemble, fill, label and package and shall also include the performance of any activity that would render an entity a "manufacturer" under 21 C.F.R. Sections 803.3(o) and 820.3(o).

"MANUFACTURING DIRECT COSTS" shall mean Cost of Production, Overhead and Profit.

"MEDICAL DEVICE DIRECTIVE" shall mean the European Council Directive concerning Medical Devices, 93/42/EEC (OJ No L 169/1, July 12, 1993), as amended.

"MEDICAL DEVICE LICENSE" shall mean a medical device license issued by the TPD and approving the Commercial Distribution of a Licensed Product.

"MEDICAL DEVICE LICENSE APPLICATION" shall mean a medical device license application requesting TPD's approval to commercially distribute a Licensed Product, including all information submitted with or incorporated by reference therein.

"MEDICAL DEVICE LICENSE APPROVAL" shall mean TPD's approval of a Medical Device License Application.

"MILESTONE PAYMENTS" shall have the meaning given to such term in the License Agreement.

"NET REVENUES" shall mean, with respect to any Licensed Product, the gross sales of such Licensed Product invoiced by Medicis and/or its Affiliates to Medicis' and/or its Affiliates' customers who are not Affiliates, less, to the extent actually paid or accrued net of payments by Medicis and/or its Affiliates (as applicable), (a) normal and customary credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out-dated and returned Licensed Product; (b) normal and customary freight and insurance costs incurred in transporting such Licensed Product to and from such customers; (c) normal and customary cash, quantity and trade discounts, rebates and other price reductions or special programs for such Licensed Product; and (d) excise, sales, use, value-added and other direct taxes (but not income taxes of any kind) imposed upon the sale of such Licensed Product to such customers. For avoidance of doubt, Medicis shall calculate Net Revenues for purposes of this Agreement according to U.S. generally accepted accounting principles applied on a consistent basis and in a manner consistent with Medicis Pharmaceutical's calculations of consolidated net revenues and consistent with the numbers used to consolidate net revenues reported in Medicis Pharmaceutical's periodic reports with the United States Securities and Exchange Commission.

"NOTIFIED BODY" shall mean the certification organization designated by the relevant national authority of any member of the European Union, authorized to conduct conformity assessments in accordance with the procedures listed in the Medical Device Directive.

"ONE TIME PAYMENTS" shall have the meaning given to such term in the License Agreement.

"ORDERED PRODUCTS" shall mean the Licensed Products ordered pursuant to a Firm Order.

"OVERHEAD" shall mean as to the Licensed Product in the Territory allocated, yearly sum, including the costs for maintenance of the quality system, interest if any, related solely to loans on production facilities, process development and production development, such yearly sum based on the budget of Q-Med, and allocated to the number of units of Licensed Products.

"PARTY" shall mean Q-Med or Medicis and, when used in the plural, means both Q-Med and Medicis or their respective Permitted Transferees or Third Party transferees, in each case upon the consummation of a Transfer in accordance with the terms and conditions herein.

"PERSON" shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other entity or organization.

"PMA APPLICATION" shall mean a premarket approval application under section 515(c) of the FDCA requesting FDA's approval to commercially sell and distribute a Licensed Product in the United States and its territories and possessions, including all information submitted with or incorporated by reference therein.

"PMA APPROVAL" shall mean approval from the FDA of a PMA Application.

"PMA SUPPLEMENT" shall mean a supplemental application to an approved PMA Application requesting FDA's approval of a Licensed Product or relating to the Manufacture or Labeling thereof, including all information submitted with or incorporated by reference therein.

"PMA SUPPLEMENT APPROVAL" shall mean FDA's approval of a PMA Supplement allowing Commercial Distribution of a Licensed Product.

"PPI" shall mean the Producer Price Index as published by the Statistical Central Bureau of Sweden.

"PREVIOUS LICENSE LETTER AGREEMENT" shall mean that certain letter from Medicis Pharmaceutical to Q-Med, dated as of the Closing Date, relating to the Previous License Agreement (as such term is defined in the License Agreement).

"PRIOR SUPPLY AGREEMENT" shall mean that certain Supply Agreement dated March 7, 2003, between Medicis Pharmaceutical and Q-Med, as the same may be amended from time to time in accordance with its terms.

"PRODUCT CLAIM" shall mean an Action by a Third Party in respect of potential or actual injury, harm or death whether based in strict tort liability, strict products liability, negligence, misrepresentation, or breach of express or implied warranty, allegedly due and owing as a result of the manufacture, use, application or defective condition of any of the Licensed Products or the Labeling of any of the Licensed Products.

"PROFIT" shall mean an amount per unit of a Licensed Product equal to the amount of Cost of Production per unit.

"PROMOTIONAL LABELING" shall mean a subset of Labeling that is intended as marketing material that is intended to promote Licensed Products (e.g., customer presentations, detailing pieces, press kits, brochures, trade show presentations, flyers, booklets, mailing pieces, and "Dear Doctor" letters); provided, however, that excluded from this definition are written materials or communications intended for a non-customer audience (e.g., United States Securities Exchange Commission filings and press releases for the financial community), price sheets and reminder labeling that sets forth the product name but not the indications or other use information as defined in 21 C.F.R. Section 801.109(d).

"QUALITY SYSTEM REGULATION" or "QSR" shall mean the quality system requirements applicable to manufacturers of finished medical devices commercially distributed in the United States and its territories and possessions, codified at 21 C.F.R. Part 820.

"QUALITY SYSTEM REGULATION CANADA" or "QSRC" shall mean the quality system requirements applicable to manufacturers of medical devices commercially distributed in Canada, as set forth in Canada's Medical Devices Regulations, SOR/98-282, as amended.

"REGULATORY APPROVAL" shall mean a PMA Approval, PMA Supplement Approval, IDE Approval, IDE Canada Approval, Medical Device License Approval and/or Amended Medical Device License Approval.

"SEK" shall mean Swedish Krona, the currency currently used in Sweden or the Euro if the Euro is adopted as the official currency used in Sweden at the official exchange rate.

"SPECIFICATIONS" shall mean the specifications for each of the Licensed Products as set forth on Schedule A; provided that all amendments thereof shall be agreed to in a writing signed by both of the Parties.

"STEERING COMMITTEE" shall mean the Steering Committee already established pursuant to the Prior Supply Agreement. It shall have all the same membership, voting, delegation, and deadlock resolution procedures and requirements, except that it shall not use the "most interested party" procedure in connection with this Agreement. For convenience, a copy of these provisions are attached in Schedule B to this Agreement. In the event of a conflict between the provisions of Article VI hereof and Schedule B, Article VI shall control.

"SUBQ" shall mean the first Licensed Product.

"TERM" shall have the meaning set forth in Section 8.1.

"TERRITORY" shall mean the United States, including its territories and possessions, and Canada.

"TERRITORY SPECIFIC MATERIALS" shall have the meaning given to such term in the License Agreement.

"THIRD PARTY" shall mean any Person who or which is neither a Party nor an Affiliate of a Party.

"TPD" shall mean Canada's Therapeutic Products Directorate.

"TRANSACTION AGREEMENTS" shall mean this Agreement, the License Agreement, the Macrolane Side Letter, the Previous License Letter Agreement, the Guarantee and the Confidentiality Agreement.

"TRANSFER" shall mean any Change in Control or Volitional Change in Control of a Party or Medicis Pharmaceutical or a transfer or assignment by a Party of its rights and obligations under this Agreement.

"VOLITIONAL CHANGE IN CONTROL" shall mean (a) the disposition of all or substantially all of the outstanding shares, assets or business of a Party or Medicis Pharmaceutical on a consolidated basis; or (b) any transaction or event (or series of transactions

or events) as a result of which any Person (other than an Affiliate of such Party or Medicis Pharmaceutical), acting singly or as a part of a "partnership, limited partnership, syndicate or group" (within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended): (i) acquires (by purchase, merger, consolidation or otherwise) or for the first time controls or is able to vote (directly or through nominees, beneficial ownership, proxy or contract) fifty percent (50%) or more of the aggregate of all outstanding equity securities of a Party or Medicis Pharmaceutical; or (ii) acquires (by purchase, merger, consolidation or otherwise) equity securities of a Party or Medicis Pharmaceutical with the right to or for the first time is otherwise able to, nominate or designate (directly or through nominees, beneficial ownership, proxy or contract) at least fifty percent (50%) of the nominees to the board of directors of such Party or Medicis Pharmaceutical, in each of (a) or (b),in the event that Q-Med, Medicis or Medicis Pharmaceutical, as the case may be, was a party to the applicable transaction or of which the Board of Directors of Q-Med, Medicis or Medicis Pharmaceutical, as the case may be, shall have approved.

1.2 Other Definitional Provisions.

(a) The words "HEREOF", "HEREIN", "HERETO" and "HEREUNDER" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement unless otherwise indicated.

(b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c) The term "INCLUDING" shall mean "INCLUDING, WITHOUT LIMITATION".

(d) When a reference is made in this Agreement to an Article, a
Section or Schedule, such reference shall be to an Article of, a Section of or a Schedule to, this Agreement unless otherwise indicated.

ARTICLE II

SUPPLY OF LICENSED PRODUCTS; FORECASTS AND PURCHASE ORDERS

2.1 Licensed Products to be Supplied. Medicis shall, and shall cause its Affiliates to, purchase from Q-Med or any manufacturer designated by Q-Med as permitted by the terms of this Agreement, and Q-Med shall sell, and shall cause to have sold, to Medicis and its Affiliates, except as otherwise provided herein, all of Medicis' and its Affiliates' requirements for the Licensed Products during the Term as provided herein for marketing, use, import, offer for sale, commercializing or otherwise disposing of and sale for Commercial Distribution and Investigational Distribution in the Territory in accordance with the terms of the Transaction Agreements. Medicis shall, and agrees to cause its Affiliates to, solely and exclusively purchase the Licensed Products from Q-Med or any manufacturer designated by Q-Med, and neither Medicis nor any of its Affiliates shall have the right to purchase any Licensed Product or any generic version thereof from, directly or indirectly, any other Person.

2.2 Forecasts. (a) With respect to all Licensed Products to be supplied for Commercial Distribution and Investigational Distribution in the Territory, including any

portion thereof, Medicis shall provide Q-Med with a forecast of Medicis' and its Affiliate's estimated monthly requirements of the applicable Licensed Products (with Licensed Products required for Commercial Distribution and Licensed Products required for Investigational Distribution being reported as separate line items) for the twelve (12) month period commencing on the date hereof in substantially the form attached hereto as Schedule C, which forecast shall be delivered by Medicis to Q-Med within fourteen (14) calendar days of the date hereof. Medicis shall update such forecast on a monthly basis until such time as Medicis is providing forecasts and placing Firm Orders pursuant to Section
2.2(b). Such updates shall be delivered to Q-Med on the fifth (5th) Business Day prior to the commencement of the subsequent month. In addition, until such time as Medicis is providing forecasts and placing Firm Orders pursuant to Section 2.2(b), Medicis may provide Q-Med with three (3) separate initial Firm Orders for Licensed Products (one for Investigational Distribution in the Territory, one for Commercial Distribution in Canada and one for Commercial Distribution in the United States) at any time; provided that (i) Q-Med shall not be obligated to supply Licensed Products in accordance with each such initial Firm Order prior to the later of ten (10) weeks after (A) the date on which Medicis provides Q-Med with such initial Firm Order or (B) the date that Medicis provides the approved Labeling with respect to such initial Firm Order, provided, that Q-Med shall use commercially reasonable efforts to supply such Licensed Products in less than ten (10) weeks; (ii) Q-Med shall not be obligated to supply Licensed Products in accordance with each such initial Firm Order unless Medicis has made all applicable One Time Payments and Milestone Payments then due under the terms of the License Agreement, including Section 8.5 thereof; (iii) if Medicis, by placing an initial Firm Order prior to receipt of the applicable Regulatory Approval for such Licensed Products, requests that Q-Med commence the Manufacture of any Licensed Products prior to the receipt of the applicable Regulatory Approval for such Licensed Products, Medicis shall bear any risks, including without limitation additional direct (which shall be deemed to include labor) costs and expenses, of any changes required, including, without limitation, any changes in Labeling, to comply with such Regulatory Approvals subsequently received and in such event, Q-Med shall then commence such Manufacture as so requested; (iv) with respect to SubQ, Q-Med shall not be obligated to supply, in excess of * * * pursuant to each such initial Firm Order; and (v) with respect to all other Licensed Products, Q-Med shall advise Medicis of the maximum number of syringes that it may be obligated to deliver pursuant to the applicable initial Firm Order within five (5) Business Days of the date of such Initial Firm Order.

(b) Except as provided in Section 2.2(a), on or before the fifth
(5th) Business Day prior to the first day of each calendar month, Medicis shall give to Q-Med a forecast of Medicis' and its Affiliates' estimated monthly requirements of the Licensed Products for the twelve (12) month period commencing with the next succeeding calendar month (for example, a forecast delivered on May 25 shall estimate the monthly requirements of Licensed Products for the twelve (12) month period commencing July 1). The twelve (12) month forecast delivered to Q-Med pursuant to the preceding sentence shall represent Medicis' reasonable estimates of the quantity of the Licensed Products that Medicis and its Affiliates will require during such twelve (12) month period to which such forecast applies, and the forecast of its monthly requirements of the Licensed Products during the first three (3) months of such twelve (12) month period shall be reflected in a Firm Order accompanying such forecast.

(c) Notwithstanding the foregoing, any Firm Order for any Licensed Product placed for a one (1) month period in accordance with Section 2.2(b) shall be between 80% and

120% of the most recent forecast estimated quantity for such Licensed Product for such one (1) month period provided by Medicis to Q-Med in accordance with this Section 2.2 prior to the Firm Order being placed by Medicis. In the event that Medicis shall submit a Firm Order that is below 80% of the applicable forecast estimated quantity, Q-Med shall deliver to Medicis and Medicis shall be required to purchase an amount equal to 80% of such applicable forecast estimated quantity. To the extent that the Firm Order is for more than 120% of the most recent forecast estimated quantity for a Licensed Product, Q-Med shall not be obligated with respect to the excess over 120% to supply a greater quantity than it is able to supply using its commercially reasonable efforts.

(d) In addition to the foregoing forecast requirements, commencing on the date hereof, on or before the fifth (5th) Business Day prior to the first day of each calendar quarter, Medicis shall give to Q-Med a forecast of Medicis' and its Affiliate's estimated quarterly requirements of the Licensed Products for an additional thirty-six (36) month period beyond the twelve (12) month periods in Section 2.2(a) and (b). The thirty-six (36) month forecast delivered to Q-Med pursuant to this clause (d) shall represent Medicis' reasonable estimates of the quantity of the Licensed Products that Medicis and its Affiliates will require during such period to which such forecast applies, provided that such forecast shall be for planning purposes of Q-Med only and shall not constitute a Firm Order.

(e) All forecasts to be provided or delivered by Medicis to Q-Med pursuant to this Section 2.2 shall be in writing, which may be electronic.

2.3 Capacity. (a) Q-Med shall use its commercially reasonable efforts to obtain and maintain capacity or inventory sufficient to meet Medicis' requirements as indicated in the combined forty-eight (48) month forecast provided to Q-Med in accordance with Section 2.2(b) and (d). If at any time Q-Med reasonably believes that Q-Med may not have sufficient capacity or inventory to fulfill the requirements so forecasted by Medicis (a "CAPACITY SHORTAGE"), whether due to insufficient manufacturing capacity or otherwise, then Q-Med shall request written confirmation from Medicis' Chief Executive Officer of Medicis' forecasted requirements for such forty-eight (48) month period that give rise to such possible Capacity Shortage (the "CERTIFIED MEDICIS REQUIREMENTS").

(b) (i) If Q-Med reasonably determines after further consideration in light of such Certified Medicis Requirements that there will be a Capacity Shortage within the first twenty-four (24) month period covered by such Certified Medicis Requirements, Q-Med shall provide Medicis with notice thereof within five (5) Business Days of receipt of the Certified Medicis Requirements. If Q-Med has a plan of action with respect to such Capacity Shortage when it delivers such notice, Q-Med shall provide Medicis with a written outline of such plan and its reasonably supported conclusions relating thereto. Q-Med may take prompt action with respect to such plan or, if Q-Med desires, Q-Med may promptly convene a meeting between Medicis and Q-Med to discuss such plan. If Q-Med has not developed a plan of action at the time of its notice to Medicis of the Capacity Shortage, Q-Med shall promptly convene a meeting between Medicis and Q-Med to develop in mutual consultation a course of action with respect to such Capacity Shortage, such course of action to be reasonable. As soon as practicable after such meeting, Q-Med shall take commercially reasonable steps to carry out such mutually

determined plan of action. Q-Med shall be entitled to call a meeting at any time to discuss the amendment or revision of such mutually agreed plan of action. If Q-Med has not taken reasonably sufficient steps towards implementing the plan within one (1) month of the meeting, then Q-Med shall promptly furnish to an alternate manufacturer identified by Medicis with capacity sufficient to fulfill that portion of the Certified Medicis Requirements that Q-Med is unable to fulfill or, if the Certified Medicis Requirements are no longer applicable, the then current forecast provided under Section 2.2(b), all information and assistance necessary to qualify and operate such alternate manufacturer so proposed by Medicis, the selection of which shall be subject to Q-Med's prior consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, promptly upon notice by Q-Med that such Capacity Shortage has been remedied such that Q-Med has capacity sufficient to meet that portion of the Certified Medicis Requirements that Q-Med was unable to fulfill or if the Certified Medicis Requirements are no longer applicable, the then current forecast provided under Section 2.2(b), Medicis shall resume, as promptly as is commercially reasonable, the use of Q-Med as the exclusive supplier of Medicis and its Affiliates.

(ii) If Q-Med determines after further consideration in light of such Certified Medicis Requirements that there will be a Capacity Shortage between the twenty-fifth (25th) and thirty-sixth (36th) months of the period covered by such Certified Medicis Requirements, Q-Med shall provide Medicis with notice thereof within ten (10) Business Days of its receipt of the Certified Medicis Requirements and shall further consider such Capacity Shortage and shall develop a plan of action with respect thereto. If, within three (3) months after delivery of such Certified Medicis Requirements, Q-Med believes that there is no Capacity Shortage, Q-Med shall so inform Medicis in writing. If, within three (3) months after delivery of such Certified Medicis Requirements, Q-Med believes that there is a Capacity Shortage and Q-Med has developed a plan of action with respect thereto, Q-Med shall inform Medicis in writing of such plan of action. If, within three (3) months after delivery of such Certified Medicis Requirements, Q-Med has not developed a plan of action and/or taken action with respect to such Capacity Shortage, Q-Med shall convene a meeting between representatives of Q-Med and Medicis to consider the Capacity Shortage and to develop in mutual consultation an appropriate plan of action with respect thereto, such course of action to be reasonable. As soon as practicable after Q-Med and Medicis have developed a plan of action with respect to the Capacity Shortage, Q-Med shall take commercially reasonable steps to carry out such mutually determined plan of action. Q-Med shall be entitled to call a meeting at any time to discuss the amendment or revision of such mutually agreed plan of action. If Q-Med has not taken reasonably sufficient steps in accordance with such mutually determined plan of action, Medicis shall deliver a written notice thereof. Within ten (10) Business Days of its receipt of such notice, Q-Med shall provide reasonably sufficient evidence demonstrating its reasonable compliance with such plan. If Q-Med does not provide reasonably sufficient evidence within such period, then Q-Med shall promptly furnish to an alternate manufacturer identified by Medicis with capacity sufficient to fulfill that portion of the Certified Medicis Requirements that Q-Med is unable to fulfill or, if the Certified Medicis Requirements are no longer applicable, the then current forecast provided under Section 2.2(b), all information and assistance necessary to qualify and operate such alternate manufacturer so proposed by Medicis, the selection of which shall

be subject to Q-Med's prior consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, promptly upon notice by Q-Med that such Capacity Shortage has been remedied such that Q-Med has capacity sufficient to meet that portion of the Certified Medicis Requirements that Q-Med was unable to fulfill or, if the Certified Medicis Requirements are no longer applicable, the then current forecast provided under Section 2.2(b), Medicis shall resume, as promptly as is commercially reasonable, the use of Q-Med as the exclusive supplier of Medicis and its Affiliates.

(iii) If Q-Med determines after further consideration in light of such Certified Medicis Requirements that there will be a Capacity Shortage after the thirty-seventh (37th) month of the period covered by such Certified Medicis Requirements, Q-Med shall provide Medicis with notice thereof within ten (10) Business Days of its receipt of the Certified Medicis Requirements and shall further consider such Capacity Shortage and shall develop a plan of action with respect thereto. If, within six (6) months after delivery of such Certified Medicis Requirements, Q-Med believes that there is no Capacity Shortage, Q-Med shall so inform Medicis in writing. If, within six (6) months after delivery of such Certified Medicis Requirements, Q-Med believes that there is a Capacity Shortage and Q-Med has developed a plan of action with respect thereto during such period, Q-Med shall inform Medicis in writing of such plan of action. If, within six (6) months after delivery of such Certified Medicis Requirements, Q-Med has not developed a plan of action and/or taken action with respect to such Capacity Shortage, Q-Med shall convene a meeting between representatives of Q-Med and Medicis to consider the Capacity Shortage and to develop in mutual consultation an appropriate plan of action with respect thereto, such course of action to be reasonable. As soon as practicable after Q-Med and Medicis have developed a plan of action with respect to the Capacity Shortage, Q-Med shall take commercially reasonable steps to carry out such mutually determined plan of action. Q-Med shall be entitled to call a meeting at any time to discuss the amendment or revision of such mutually agreed plan of action. If Q-Med has not taken reasonably sufficient steps in accordance with such mutually determined plan of action, Medicis shall deliver a written notice thereof. Within ten (10) Business Days of its receipt of such notice, Q-Med shall provide reasonably sufficient evidence demonstrating its reasonable compliance with such plan. If Q-Med does not provide reasonably sufficient evidence within such period, then Q-Med shall promptly furnish to an alternate manufacturer identified by Medicis with capacity sufficient to fulfill that portion of the Certified Medicis Requirements that Q-Med is unable to fulfill or, if the Certified Medicis Requirements are no longer applicable, the then current forecast provided under Section 2.2(b), all information and assistance necessary to qualify and operate such alternate manufacturer so proposed by Medicis, the selection of which shall be subject to Q-Med's prior consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, promptly upon notice by Q-Med that such Capacity Shortage has been remedied such that Q-Med has capacity sufficient to meet that portion of the Certified Medicis Requirements that Q-Med was unable to fulfill or, if the Certified Medicis Requirements are no longer applicable, the then current forecast provided under Section 2.2(b), Medicis shall resume, as promptly as is commercially reasonable, the use of Q-Med as the exclusive supplier of Medicis and its Affiliates.

(c) In addition to the requirements set forth in clauses (a) and (b) above, in the event of a Capacity Shortage, Q-Med shall allocate to Medicis capacity for each stock keeping unit ("SKU") of each Licensed Product based on the forty-eight (48) month forecast referenced in the first sentence of clause
(a) above based on a fraction, the numerator of which shall be the Certified Medicis Requirements for such SKU of Licensed Product for the period in question and the denominator of which shall be the total forecasted requirements for Q-Med's manufacturing facilities for all SKUs of such Licensed Product for the period in question.

(d) If Medicis receives a shipment of Licensed Products that contains less than 90% of the monthly requirement of Licensed Product to be delivered pursuant to the applicable Firm Order and Q-Med does not deliver such missing Licensed Product within one (1) month of Q-Med's receipt of a written notice from Medicis of such shortage, then Medicis shall be entitled to deliver written notice to Q-Med of a Capacity Shortage. Upon deliver of such notice of a Capacity Shortage, Section 2.3(b)(i) shall govern.

2.4 Acceptance of Firm Order. Q-Med shall accept all Firm Orders submitted in accordance with and on the terms set forth in this Agreement. No terms and conditions contained in any Firm Order, acknowledgment, invoice, bill of lading, acceptance or other preprinted form issued by either Party shall be effective to the extent they are inconsistent with or modify the terms and conditions contained herein.

2.5 Delivery. All Licensed Products sold pursuant to this Agreement shall be delivered to not more than ten (10) distribution centers in the Territory by the means designated by Medicis and shall be delivered FCA Q-Med's place of manufacture or such other manufacturing facility as permitted under this Agreement. For the avoidance of doubt, Q-Med shall be responsible for coordinating the transportation with the carriers designated by Medicis for the delivery of the Licensed Products and for providing all export and import documentation with respect to such Licensed Products.

ARTICLE III

SUPPLY AND SERVICES CRITERIA

3.1 Certain Q-Med Obligations. All Licensed Products supplied hereunder shall (i) be in finished form for Commercial Distribution or (ii) be in an appropriate form for Investigational Distribution, and with respect to each of sub-clauses (i) and (ii), shall be Manufactured by Q-Med in conformity with the terms and conditions of this Agreement, the Specifications and the applicable Regulatory Approval.

3.2 Shelf Life. (a) Unless otherwise agreed by the Parties in writing and except as set forth in clause (b) below, Q-Med shall deliver to Medicis Ordered Products with a remaining shelf life of not less than * * * from the date of delivery to Medicis for Licensed Products having a Regulatory Approval for shelf life (a "REGULATORY SHELF LIFE") equal to * * *; provided, however, that in the event a Regulatory Shelf Life of any Licensed Product is obtained which is greater than * * *, Q-Med shall deliver to Medicis Ordered Products with a remaining shelf life not less than * * *. For example, if a Licensed Product has a Regulatory Shelf Life of

* * *, then Q-Med shall deliver Ordered Products with a remaining shelf life of not less than * * *.

(b) Unless otherwise agreed in writing by the Parties, for any Licensed Product with a Regulatory Shelf Life that is less than * * *, Q-Med shall deliver to Medicis Ordered Products with a minimum remaining shelf life equal to the applicable * * *.

ARTICLE IV

CONSIDERATION

4.1 * * *. (a) * * *

(b) * * *

(c) The Parties agree that the SubQ Unit Price and each Other Licensed Product Price for purposes of investigational supplies thereof during the Term shall be the Direct Costs therefor.

4.2 Procedures for the Determination of A New SubQ Unit Price or New Other Licensed Product Price. (a) * * * Fifteen (15) days following the date of receipt of the Proposed Price Change Notice, the Party delivering the Proposed Price Change Notice shall permit an independent certified public accounting firm of nationally recognized standing, selected by the Party receiving the Proposed Price Change Notice and reasonably acceptable to the other Party, at the expense of the Party receiving the Proposed Price Change Notice, to have access during normal business hours to such of the personnel and of the books and records of Q-Med or Medicis, as the case may be, as may be reasonably necessary to verify the accuracy of the information described in the Proposed Price Change Notice and the compliance of the Proposed Price Change Notice to the requirements of this Agreement including the definition of Manufacturing Direct Cost and the other defined terms included therein. For the avoidance of doubt the accounting firm shall have at least five (5) Business Days of such access. The accounting firm shall disclose to Medicis or Q-Med, as the case may be, only whether the information described in the Proposed Price Change Notice is accurate and the specific details concerning discrepancies, if any. Each Party shall treat all financial information subject to review under this Section 4.2 as Confidential Supplier Information or Confidential Medicis Information, as the case may be, and shall cause its accounting firm to retain all such financial information in confidence. Thereafter, the Parties agree to negotiate a new SubQ Unit Price or new Other Licensed Product Price, as the case may be, in accordance with Section 4.1 hereof, in good faith, such negotiations to commence within thirty (30) days after the receipt of the Proposed Price Change Notice. If the Parties reach agreement with respect to the applicable pricing within sixty (60) days after receipt of the Proposed Price Change Notice, based on such agreement Medicis shall receive a credit from or owe additional amounts to Q-Med retroactive to the date of receipt of the Proposed Price Change Notice pursuant to this Section
4.2(a). * * *

(b) If the Parties are unable to reach agreement with respect to the applicable pricing pursuant to Section 4.2(a) within sixty (60) days after receipt of the Proposed Price Change Notice, an independent arbitrator mutually appointed by the Parties and expert in

marketing and sales in the Territory shall be retained to determine the new SubQ Unit Price or new Other Licensed Product Price, as the case may be, which shall be determined on the basis of the Parties' Proposed Price Change Notice and proposals submitted pursuant to this Section 4.2(b). The Parties shall each submit one (1) proposal to the arbitrator who shall be required to select one
(1) of the submitted proposals, and the arbitrator shall not be entitled to compromise between such proposals. The arbitrator's determination shall be made within thirty (30) days of submission and shall be conclusive and binding upon the Parties. With its proposal, each Party shall provide copies of those portions of its books and records, any work papers, supporting documentation and any other documentation supporting its proposal pursuant to this Section 4.2, as it may determine; provided that such information and documentation shall be provided to the other Party, except that the information and documentation provided to the accounting firm pursuant to Section 4.2(a) hereof shall be provided to the arbitrator, but shall not be provided to the other Party. The arbitrator shall maintain the confidentiality of any information or documentation it may receive pursuant to this Section 4.2(b) and shall not disclose to the other Party the information and documentation provided to the accounting firm pursuant to Section 4.2(a) hereof. All fees and expenses of the arbitrator shall be paid by the Party whose proposal is not selected. Based on the proposal which is selected, Medicis shall either receive a credit from or owe additional amounts to Q-Med retroactive to the date of receipt of the Proposed Price Change Notice.

(c) * * *

4.3 Payment Obligations. Invoices for Licensed Products accepted by Medicis in accordance with Section 5.1(a) shall be submitted to Medicis upon delivery by Q-Med of the Ordered Products and such invoices shall be payable in SEK in full within thirty (30) days from the acceptance of the applicable delivery in accordance with Section 5.1(a). Payment shall be made by Medicis by wire transfer to an account designated in writing by Q-Med at least three (3) Business Days prior to the date such payment is due or as specified in such invoice; provided that Q-Med shall provide Medicis with a credit against the next invoice for Licensed Products to be delivered to Medicis to the extent the prior invoice includes a charge for Ordered Products not actually delivered. Any required payment hereunder not made by Medicis on or before the date specified in this Section 4.3 shall bear interest from the date such payment is due until the date it is actually received by Q-Med at an annual rate equal to the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect on the date such payment is due at its principal office in New York City plus one percent (1%). Notwithstanding the foregoing, if at any time Medicis has failed to make a payment in full when due in accordance with the first and second sentence of this Section 4.3 (a "DELINQUENT PAYMENT") and the aggregate amount of such Delinquent Payments exceeds 80% of the value of the most recently placed Firm Order, Q-Med shall automatically be entitled to pre-payment for all subsequent deliveries until such Delinquent Payment has been paid in full with interest from and including the date such Delinquent Payment was due (such interest to be determined in accordance with the immediately preceding sentence) to but excluding the date of payment.

ARTICLE V

ACCEPTANCE OF Licensed PRODUCTS BY MEDICIS

5.1 Receipt of Licensed Product; Acceptance; Licensed Product Returns.

(a) At least ten (10) Business Days prior to each shipment of Licensed Products, Q-Med shall deliver either electronically (if possible), by facsimile, provided that the receipt of such facsimile is promptly confirmed by telephone, e-mail, or by overnight courier to Medicis (if requested by Medicis, the expense of any such courier to be borne by Medicis), the following documents and information with respect to each batch in such shipment (the "ORDER INFORMATION"): (i) Certificate of Analysis (such Certificate of Analysis to include, among other things, batch numbers, expiry date information and a statement of conformance), (ii) such copies of all Labeling that will physically accompany the Licensed Products (e.g., Package Insert), as are agreed upon by the Parties from time to time, (iii) quantity of syringes to be delivered in such shipment and (iv) reports of significant deviations and investigations into such significant deviations. If Medicis determines to reject any batch, Medicis shall notify Q-Med of Medicis' rejection of a batch within five (5) Business Days following Medicis' receipt of the Order Information; provided that the Order Information shall be the sole basis for such rejection. If no notice is provided by Medicis within such time period, then Medicis shall be deemed to have accepted the shipment. Any notice of rejection by Medicis shall be accompanied by a reasonably detailed statement of its reasons for rejection.

(b) Medicis shall be entitled to reject all or any portion of a shipment of Licensed Products within ten (10) Business Days of Medicis' receipt in the Territory of such shipment of Licensed Products based solely on obvious physical, packaging or Labeling damage or defect that is evident upon visual inspection of the packaged Licensed Products as shipped by Q-Med (unless such obvious physical, packaging or Labeling damage or defect was attributable to an act or omission of Medicis or any of its Affiliates or the carrier once the shipment was received by such carrier). Without in any way limiting Q-Med's replacement obligation as set forth in clause (d) below, if no notice is provided by Medicis within such time period, then Medicis shall be deemed to have accepted the entire shipment. Medicis shall provide Q-Med with written notice of any such rejection within the period set forth above together with a reasonably detailed statement to support any such rejection. Q-Med shall notify Medicis as promptly as reasonably possible, but in any event within ten (10) Business Days after receipt of such written notice, whether it agrees with Medicis' assertions with respect thereto. If Q-Med agrees with such assertions, all such rejected Licensed Products shall be returned to Q-Med together with the notice of rejection, a copy of the delivery receipt and the reasonably detailed statement of Medicis' reasons for rejection and Q-Med shall replace such Licensed Products in accordance with Section 5.1(c) and shall reimburse Medicis for the cost of shipping (including insurance). If Q-Med does not agree with Medicis' assertions and Medicis accepts Q-Med's determination, then Medicis shall be responsible for the price of the Licensed Product (including the shipping cost and insurance). If Q-Med does not agree with Medicis' assertions and Medicis does not accept Q-Med's determination, then the Parties shall refer the dispute to an arbitrator pursuant to and in accordance with the provisions set forth in Section 12.6. If the final arbitral award is in favor of Q-Med, then Medicis shall be responsible for the price of the Ordered Products that are the subject of such award (including the shipping cost and insurance) and any

interest that has accrued from the date that is thirty (30) days after the delivery by Q-Med of the Ordered Products FCA Q-Med's place of manufacture or such other manufacturing facility as permitted under this Agreement (such interest to be determined in accordance with Section 4.3). If the final arbitral award is in favor of Medicis, then all Ordered Products that are the subject of such award shall be returned to Q-Med and Q-Med shall replace such Ordered Products in accordance with Section 5.1(c) below and shall reimburse Medicis for the cost of shipping (including insurance). All replacement shipments provided pursuant to this Section 5.1(b) shall also be subject to the procedures contained in Section 5.1(a).

(c) As soon as practicable upon receipt of a notice of rejection, unless otherwise specified by Medicis, Q-Med shall use commercially reasonable efforts to provide replacement Licensed Products for those rejected by Medicis in the proposed original shipment pursuant to Section 5.1(a) or in the original shipment pursuant to Section 5.1(b). Q-Med shall bear all expenses for such replacement Licensed Product to the extent Medicis previously paid for any corresponding nonconforming Licensed Product. Replacement shipments shall also be subject to the procedures contained in Sections 5.1(a) and (b).

(d) If it comes to Q-Med's attention that any Licensed Product previously accepted by Medicis in accordance with Section 5.1(a) is non-conforming with its Specifications, Q-Med shall provide prompt notice thereof to Medicis and Medicis shall, at Q-Med's expense, return any such non-conforming inventory to Q-Med. Q-Med shall use commercially reasonable efforts to provide within thirty (30) days replacement Licensed Products for such non-conforming Licensed Products and shall bear all expenses (including for shipping and insurance) for such replacement Licensed Products. Such replacement shipments shall also be subject to the procedures contained in Sections 5.1(a) and (b).

(e) All Licensed Products provided in replacement shipments pursuant to Sections 5.1(c) or (d) above shall have a minimum remaining shelf life equal to the remaining shelf life of the Licensed Product replaced thereby; provided that remaining shelf life of the replacement Licensed Product shall be measured from the date of the receipt in the Territory by Medicis of such replacement Licensed Product and shall be compared to the remaining shelf life of the Licensed Product to be replaced, measured from the date of the notice of the need to replace such Licensed Product, whether delivered by Medicis pursuant to
Section 5.1(b) above, or Q-Med pursuant to Section 5.1(d) above.

ARTICLE VI

PRODUCT DEVELOPMENT AND REGULATORY MATTERS

6.1 Compliance with Law.

(a) General. Q-Med and Medicis shall each comply in all material respects with all applicable Laws that pertain to the activities for which Q-Med and Medicis are each responsible under this Agreement. The termination or expiration of this Agreement shall not relieve either Party of its responsibility to comply in all material respects with any regulatory requirements associated with Licensed Products.

(b) Manufacture of Licensed Products. Q-Med and Medicis shall each operate in substantial compliance with QSR requirements and the QSRC requirements applicable to its activities with respect to Licensed Products. Each Party shall bear its own costs and expenses related to such QSR/QSRC compliance. Q-Med shall inform Medicis of any material issues raised by the FDA, the TPD, a Governmental Authority in Sweden or a Notified Body, in each case in connection with Manufacturing compliance for the Licensed Product, and shall provide Medicis with copies of any correspondence (including, but not limited to, e-mails) related thereto.

(c) Supply of Licensed Products. Q-Med shall supply Licensed Products for Commercial Distribution that conform to the conditions of the applicable Regulatory Approvals. Q-Med shall maintain appropriate establishment registration with the FDA and TPD when Manufacturing Licensed Products supplied under this Agreement. Q-Med shall supply Licensed Products for Investigational Distribution that conform to the conditions of the applicable Regulatory Approval, including but not limited to, the quality controls described therein (or appropriate quality controls for an IDE Application deemed approved pursuant to the requirements set forth in 21 C.F.R. Part 812 or Part 3 of the Canadian Medical Device Regulations, where appropriate).

(d) Maintenance of Regulatory Approvals. After obtaining Regulatory Approvals for the Licensed Products, Medicis shall use commercially reasonable efforts to maintain such Regulatory Approvals in good standing in order to ensure the continued lawful Commercial Distribution of the Licensed Products and in the event that the Regulatory Approvals may be transferred to Q-Med or that Q-Med may obtain duplicate PMA Approvals in good standing as contemplated in
Section 3.1 or 6.3 of the License Agreement.

(e) Notification to Q-Med. Medicis shall inform Q-Med of any material issues raised by the FDA, the TPD or Environmental Protection Agency in the Territory, in each case in connection with non-financial regulatory compliance and shall provide Q-Med with copies of any correspondence (including, but not limited to, e-mails) related thereto.

6.2 Steering Committee. The Parties recognize that the development and marketing of the Licensed Products in the Territory and regulatory compliance with respect thereto will require significant good faith, mutual cooperation and joint decision-making. The Parties shall use the existing Steering Committee to serve as the primary vehicle for such mutual cooperation and joint decision-making. By way of clarification, the Steering Committee is intended to have maximum flexibility to delegate its activities in order to enable the Parties to cooperate, make decisions and implement them in a manner that is timely, efficient and expeditious.

6.3 Steering Committee Jurisdiction. Except as otherwise provided for herein, all significant decisions with respect to the development of the Licensed Products and Improvements thereof within the Territory shall be vested in the Steering Committee as set forth below. The Steering Committee shall also be responsible for supervising and coordinating cooperative regulatory compliance activity; provided that, nothing in this Section 6.3 is intended to relieve either Party of its obligation to ensure that its own activities comply in all material

respects with the FDCA and FDA's regulations thereunder and/or Canada's FDA and/or regulations thereunder (e.g. QSR/QSRC requirements).

(a) * * *(i) * * *

(ii) * * *

(iii) * * *

(iv) * * *

(v) At either Party's request, the Steering Committee may revisit any decision in light of experience, market conditions or other developments.

(b) * * * (i) * * *

(ii) * * *

(iii) * * *

(c) * * *

(i) * * *. * * *

(ii) * * *

(iii) * * *. * * *

(iv) * * *. * * *

(v) Corrections and Removals. (1) The Parties shall establish a coordinated tracking system and appropriate distribution records for all Licensed Products so as to permit successful tracking in the event of a correction or removal (i.e., field action); (2) if either Party becomes aware of any defect, problem or adverse condition in any Licensed Product, whether inside or outside the Territory, that Party shall promptly notify the other Party; (3) Medicis shall determine whether a correction or removal involving a Licensed Product in the Territory is warranted and shall supervise and coordinate any such action, appropriate record keeping and the reporting thereof to the FDA or the TPD, if required; and (4) to the extent a Party is responsible for the underlying cause of a correction or removal such Party shall bear the cost and expenses of the same (including out-of-pocket expenses incurred by the other Party in cooperating with such correction or removal).

(vi) * * *. * * *

(vii) * * *

6.4 Audits and Inspections. (a) Q-Med shall provide Medicis or Medicis's representatives reasonable access upon reasonable prior notice to inspect, review and audit the premises where the Licensed Products are being tested, handled, stored, designed, distributed

and/or Manufactured for the sole purpose of confirming that all Licensed Products for the Territory tested, handled, stored, designed, distributed and/or Manufactured at such facility are tested, handled, stored, designed, distributed and/or Manufactured in accordance with the FDCA and FDA's regulations thereunder and with Canada's FDA and/or regulations thereunder. To the extent that in connection with such inspection any confidential Manufacturing information will be inspected, reviewed or audited, a Third Party representative of Medicis bound by the confidentiality obligations described in Section 11.2 hereof shall review and inspect the applicable facility and records and to meet with Q-Med's personnel solely for the purpose of confirming that Q-Med's Manufacturing and record-keeping is compliant with the FDCA and FDA's regulations thereunder and with Canada's FDA and/or regulations thereunder; provided that either Party has the option to delete or redact information not relating to the Licensed Products. Such inspections, reviews and audits shall occur upon not less than thirty (30) days' prior written notice to Q-Med, shall only be conducted during normal business hours and shall not unreasonably disrupt the normal operations of Q-Med; provided that Q-Med shall be entitled to instruct Medicis to conduct such inspection at an alternate date if Q-Med is currently undergoing an inspection. Such inspections may be conducted only once every six (6) months, except that Medicis may conduct follow-up inspections on less than thirty (30) days' notice directed at significant or critical quality issues observed during the initial inspection or brought to Medicis's attention through customer complaints or FDA or TPD communications or enforcement actions or otherwise.

(b) Medicis will cause such Third Party representatives to enter into agreements with Q-Med with respect to the proprietary and confidential nature of such information, which agreements shall, among other things, prohibit the disclosure of such information to Medicis. Such representatives will be bound by such obligations and will follow such security and facility access procedures as are designated by Q-Med. Q-Med may require that at all times Medicis representatives be accompanied by a Q-Med representative and that Medicis representatives not enter areas of the facility used in the production of the Licensed Products at times other than when the production of the Licensed Products are occurring.

(c) Medicis shall provide Q-Med or Q-Med's representatives reasonable access upon reasonable prior notice to inspect, review and audit the premises where the Licensed Products are being tested, handled, stored, or distributed for the purpose of confirming that all Licensed Products tested, handled, stored, or distributed at such facility are tested, handled, stored, and/or distributed in accordance with the FDCA and FDA's regulations thereunder and with Canada's FDA and/or regulations thereunder. In connection with such inspection, review or audit, Medicis shall allow Q-Med or its representatives to review and inspect the applicable facility and records and to meet with Medicis's personnel solely for the purpose of confirming that Medicis's procedures and record-keeping are compliant with the FDCA and FDA's regulations thereunder and with Canada's FDA and/or regulations thereunder. Such inspections, reviews and audits shall occur upon not less than thirty (30) days' prior written notice to Medicis, shall only be conducted during normal business hours and shall not unreasonably disrupt the normal operations of Medicis. Such inspections may be conducted only once every six (6) months, except that Q-Med may conduct follow-up inspections directed at significant or critical quality issues observed during the initial inspection or brought to Q-Med's attention through customer complaints or FDA or TPD communications or enforcement actions or otherwise.

(d) Each Party shall promptly notify the other Party when an FDA or a TPD inspection of its facilities (or an inspection by Third Parties in accordance with the FDA regulations or Canada's FDA or regulations, as applicable, where such inspection pertains to the Licensed Products, is expected or underway, and will promptly provide such other Party with copies of all regulatory correspondence, Establishment Inspection Reports, Form 483s, and Warning Letters issued by FDA or the TPD (or the Third Party inspector) in connection with any such inspection and pertaining to Licensed Products.

(e) Each Party shall bear its own costs and expenses in connection with audits and FDA or TPD inspections of its facilities.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS

7.1 Q-Med Representations. Q-Med hereby represents and warrants to Medicis that:

(a) Corporate Organization and Authority. Q-Med is a company duly organized, validly existing and in good standing under the laws of the Kingdom of Sweden and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Q-Med of this Agreement, the performance by Q-Med of its obligations hereunder, and the consummation by Q-Med of the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by Q-Med and, assuming the due authorization, execution and delivery thereof by Medicis, constitutes a legal, valid and binding obligation of Q-Med, enforceable against Q-Med in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application relating to or affecting enforcement of creditors' rights and Laws concerning equitable remedies.

(b) No Conflict. As of the date of this Agreement, the execution, delivery and performance by Q-Med of this Agreement and the performance by Q-Med of the transactions contemplated hereby does not, with or without the giving of notice or the passage of time or both, violate, conflict with or cause a breach or termination of or constitute a default under (i) the provisions of any Law applicable to Q-Med or its properties or assets; (ii) the provisions of the constituent organizational documents or other governing instruments of Q-Med;
(iii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Q-Med is a party or by which it is bound or subject; or (iv) any judgment, decree, order or award of any court or Governmental Authority applicable to Q-Med or its properties or assets.

(c) Q-Med possesses and has continuously maintained all permits, authorizations and licenses issued by Governmental Authorities (other than the FDA and the TPD) necessary for the conduct of Q-Med's business as currently conducted, except where the failure to possess or maintain such permits, authorizations and licenses would not, individually

or in the aggregate, have a material adverse effect on the ability of Q-Med to perform its obligations hereunder.

7.2 Medicis Representations. Medicis hereby represents and warrants to Q-Med that it is a corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its organization and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Medicis of this Agreement, the performance by Medicis of its obligations hereunder, and the consummation by Medicis of the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by Medicis and, assuming the due authorization, execution and delivery thereof by Q-Med, constitutes a legal, valid and binding obligation of Medicis, enforceable against Medicis in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application relating to or affecting enforcement of creditors' rights and Laws concerning equitable remedies.

7.3 NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE OTHER TRANSACTION AGREEMENTS, (I) Q-MED MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER AT LAW OR IN EQUITY, RELATED TO THE LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (II) Q-MED MAKES NO, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSED PRODUCTS AND (III) THE LICENSED PRODUCTS ARE CONVEYED ON AN "AS IS" "WHERE IS" BASIS AND MEDICIS SHALL RELY UPON ITS OWN EXAMINATION THEREOF. Without limiting the foregoing, Medicis acknowledges that it has not and is not relying upon any implied warranty of merchantability or fitness for a particular purpose, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise) or the reliability, suitability, ability to produce a particular result, or the likelihood of commercial success of the Licensed Products after the date of this Agreement, except that Medicis may rely on the representations and warranties contained herein and in the other Transaction Agreements. This provision shall not affect the rights or obligations of either Party hereto with respect to any other Transaction Agreement.

7.4 Non-Compete. (a) Except as otherwise provided in this Section 7.4(a), commencing on the date hereof and ending upon the termination of this Agreement pursuant to Section 8.2(d) or 8.2(e), Q-Med shall not, and shall cause its subsidiaries and any of its Affiliates who have agreed to be bound by any provision of this Agreement pursuant to Section 12.21 not to, directly or indirectly, engage in business in direct competition in the Territory with the Licensed Products for use in the Field; provided that any non-approved use (or other use not in accordance with the Labeling) by any Third Party shall not be deemed to be a violation of Q-Med's duty not to compete. Notwithstanding the immediately preceding sentence, Q-Med, its subsidiaries and Affiliates may, directly or indirectly, engage in business in direct competition in the Territory and in the Field with only such Licensed Products as to which the exclusive license

rights have been terminated pursuant to and in accordance with Section 3.1 of the License Agreement from and after the date of such termination.

(b) Commencing on the Closing Date and ending upon the expiration of the License Agreement, Medicis shall not, and shall cause its subsidiaries and any of its Affiliates who have agreed to be bound by any provision of this Agreement pursuant to Section 12.21 not to, directly or indirectly * * *. Notwithstanding the foregoing, in the event of a Third Party Transfer effected in accordance with the terms and conditions of Section 12.2, the business of such Third Party transferee as conducted as of the date of such Third Party Transfer shall not be deemed to constitute a violation of this Section 7.4(b).

7.5 Licensed Products. Q-Med shall convey good title to the Licensed Products upon delivery of the Licensed Products to Medicis in accordance with this Agreement and such Licensed Products shall be free and clear of any security interest, claim, lien or encumbrance.

ARTICLE VIII

TERM AND TERMINATION

8.1 Term. Except as provided in Section 8.4, and unless earlier terminated in accordance with Sections 8.2 or Section 8.3, this Agreement shall have a term ("TERM") beginning on the date hereof and ending on the later to occur of (a) the ten (10) year anniversary of the date of Launch in the United States of the first Licensed Product and (b) expiration, abandonment or final adjudication of invalidity of the last Licensed Patent in the Licensed Rights; provided, however, that Medicis may, upon at least twelve (12) months' written notice prior to the expiration of the Term to Q-Med, extend the Term for an additional four (4) year period following the otherwise applicable expiration date.

8.2 Termination by Q-Med. This Agreement may be terminated by Q-Med, at its option:

(a) if Medicis breaches its obligations to pay any material amounts owing to Q-Med under this Agreement, including, without limitation, its obligation to make any Delinquent Payments with interest as provided in Section 4.3, and such breach continues for ten (10) Business Days after written notice of such breach was provided to Medicis by Q-Med;

(b) if Medicis commits a material breach of any of its other obligations under this Agreement, and fails to (i) cure such breach within thirty (30) days of receipt of written notice of such breach; or (ii) commence cure of such breach and make substantial progress towards cure within thirty
(30) days of receipt of such notice, and cure such breach within thirty (30) additional days thereafter, such thirty (30) day period to apply only to the extent such breach in either of (i) or (ii) is curable;

(c) upon the insolvency of Medicis; an assignment by Medicis for the benefit of its creditors; the commencement against Medicis of a voluntary or involuntary proceeding under any bankruptcy, insolvency, liquidation or similar Law, upon the appointment with respect

to Medicis of a successor, trustee, custodian, sequestrator or similar official or upon the dissolution of Medicis;

(d) if the License Agreement is terminated pursuant to Section 6.2(a) thereof (the termination right set forth in this clause (d), the "SPECIAL TERMINATION PROVISION"); provided, that this Special Termination Provision is the sole remedy under this Agreement in the event of such a termination; or

(e) if there shall have been a Transfer by Medicis pursuant to a Change in Control (other than a Volitional Change in Control) in violation of
Section 12.2.

8.3 Termination by Medicis. This Agreement may be terminated by Medicis, at its option:

(a) if Q-Med commits a material breach of its obligations under this Agreement, and fails to (i) cure such breach within thirty (30) days of receipt of written notice of such breach; or (ii) commence cure of such breach and make substantial progress towards cure within thirty (30) days of receipt of such notice, and cure such breach within thirty (30) additional days thereafter, such thirty (30) day period to apply only to the extent such breach in either of (i) or (ii) is curable;

(b) upon the insolvency of Q-Med; an assignment by Q-Med for the benefit of its creditors; the commencement against the Q-Med of a voluntary or involuntary proceeding under any bankruptcy, insolvency, liquidation or similar Law, upon the appointment with respect to Q-Med of a successor, trustee, custodian, sequestrator or similar official or upon the dissolution of Q-Med; or

(c) if there shall have been a Transfer by Q-Med pursuant to a Change in Control (other than a Volitional Change in Control) in violation of
Section 12.2.

8.4 Effect of Termination or Expiration. (a) Upon termination of this Agreement pursuant to Section 8.2(b) or (c) or 8.3(a), (b) or (c), Q-Med will furnish to Medicis a complete inventory of all work-in-progress for the Manufacture of the Licensed Product and an inventory of all finished Licensed Product. Unless otherwise agreed to between the Parties, all stock on hand as of the termination of this Agreement will be dealt with promptly as follows:

(i) Licensed Products Manufactured pursuant to Firm Orders accepted by Q-Med will be delivered by Q-Med to Medicis, whereupon Medicis will pay Q-Med therefor in accordance with the terms of this Agreement; and

(ii) Work-in-progress commenced by Q-Med against accepted Firm Orders accepted by Q-Med or work-in-progress or finished Licensed Product commenced or finished in reliance on the quantity of Licensed Product forecasted for the current calendar month and the immediately succeeding three (3) calendar months in the forecast delivered to Q-Med on or before the first day of the current calendar month will be completed by Q-Med and delivered to Medicis, whereupon Medicis will pay Q-Med therefor in accordance with the terms of this Agreement.

(b) Upon termination of this Agreement by Q-Med pursuant to Section 8.2(a) or (d), Medicis shall immediately return to Q-Med all finished Licensed Product then held by Medicis. Medicis shall bear all expenses for transportation of such Licensed Products and Medicis shall pay to Q-Med an amount equal to Q-Med's cost for all Licensed Products Manufactured pursuant to Firm Orders from Medicis, work-in-progress commenced by Q-Med against accepted Firm Orders from Medicis and work-in-progress or finished Licensed Product commenced or finished in reliance on the quantity of Licensed Product forecasted for the current calendar month and the immediately succeeding three (3) calendar months in the forecast delivered to Q-Med on or before the first day of the current calendar month.

(c) Upon termination of this Agreement pursuant to Section 8.2 or 8.3, each of Medicis and Q-Med will immediately at its expense return to the other Party all proprietary and confidential documents, work papers and other material of the other Party and its Affiliates relating to the transactions contemplated hereby obtained from that other Party or its Affiliates pursuant to this Agreement, whether so obtained before or after the execution hereof, and all copies, extracts or other reproductions, in whole or in part thereof which may have been made by or on behalf of Medicis or Q-Med or their respective representatives, as the case may be, and shall deliver to the other Party or destroy all notes or memorandum or other stored information of any kind containing, reflecting or derived from such documents, work papers and other material, except that one archival copy may be retained by each Party's outside counsel or in-house counsel. The return or destruction, as applicable, of such documents, work papers and other material (and all copies, extracts or other reproductions in whole or in part thereof) pursuant to this Section 8.4(c) shall be certified in writing by an authorized officer supervising the same. This
Section 8.4(c) shall not apply to information obtained pursuant to any other Transaction Agreement. Notwithstanding such return or destruction, each Party will continue to be bound by its obligations of confidentiality under Article XI herein. Each Party shall not use or disclose to any Person any information derived from such confidential and proprietary documents, work papers and other material of the other Party and shall be responsible for preventing the disclosure of any such information as provided in Article XI.

(d) (i) Upon termination of this Agreement by reason of Section 8.2 or 8.3, all obligations of the Parties hereunder shall terminate, except for Article XI [Confidentiality], Sections 7.4 [Non-Compete], 8.4 [Effect of Termination or Expiration], 12.6 [Arbitration], 12.12 [Expenses] and
12.20 [Publicity], and the continuing regulatory compliance obligations of the Parties set forth in Section 6.1(a) and the indemnity obligations of the Parties set forth in Article IX; provided, however, that termination pursuant to Section 8.2 or 8.3 will not relieve a defaulting or breaching Party from any liability to the other Party hereto, including the obligation to pay invoiced amounts when due; provided, further, that upon termination of this Agreement by reason of Section 8.2(d) or (e), all obligations pursuant to Section 7.4(a) [Non-Compete] shall immediately terminate and six (6) months after the termination of this Agreement, all obligations pursuant to Section 7.4(b) [Non-Compete] shall terminate.

(ii) Upon termination of this Agreement by reason of Section 8.1, all obligations of the Parties hereunder shall terminate, except for Article XI [Confidentiality], Sections 7.4(a) [Non-Compete], 8.4 [Effect of Termination or Expiration], 12.6 [Arbitration], 12.12 [Expenses] and
12.20 [Publicity], and the

continuing regulatory compliance obligations of the Parties set forth in
Section 6.1(a) and the indemnity obligations of the Parties set forth in Article IX; provided, however, that termination pursuant to Section 8.1 will not relieve a defaulting or breaching Party from any liability to the other Party hereto, including the obligation to pay invoiced amounts when due.

ARTICLE IX

INDEMNIFICATION

9.1 Indemnification by Q-Med. (a) Q-Med shall indemnify, defend and hold harmless Medicis, its Affiliates and their respective directors, officers, stockholders, employees, agents and representatives (the "MEDICIS INDEMNIFIED PARTIES"), from and against any Losses that they may incur resulting from any Action to the extent arising out of or due to (i) any breach of any representation, warranty, covenant or other agreement under this Agreement by Q-Med or any of its Affiliates to the extent such Affiliate is bound hereunder (other than the breach of Sections 3.1, 3.2 and 6.1(b) and (c) for which the sole remedy shall be the remedy set forth in Section 5.1(c)) (provided, that for purposes of this Section 9.1(a), Section 7.1(c) shall be read without regard to qualification with respect to material adverse effect), (ii) any Product Claim by a patient to the extent such injury or harm was solely and directly caused by the use of any Licensed Product; provided that such Licensed Product shall have at all times been handled, stored, used and otherwise managed in accordance with the Labeling or clinical protocols, as applicable; and (iii) the marketing, import, sale, offer for sale, use, storage or possession of Licensed Products outside of the Territory by Q-Med or its Affiliates, or their respective licensees, successors and assigns or their respective customers or end-users.

(b) In addition to the remedies set forth in clause (a) hereof, in the event of a final arbitral award pursuant to Section 12.6 that a material breach (other than a willful material breach which is addressed by Section 10.1(b)) by Q-Med of its obligations to supply the Licensed Products to Medicis in accordance with Article II of this Agreement for a six (6) month period has occurred, Q-Med shall obtain and qualify an alternate manufacturer able to fulfill Medicis' requirements as forecasted by Medicis in accordance with Sections 2.2(b) and (d). If Q-Med has not taken reasonably sufficient action to qualify such an alternate manufacturer within one (1) month of such final arbitral award, then Q-Med shall promptly furnish to an alternate manufacturer as identified by Medicis all information and assistance necessary to qualify and operate such alternate manufacturer. Notwithstanding the foregoing, promptly upon notice by Q-Med that such material breach has been cured, Medicis shall use its commercially reasonable efforts to resume the use of Q-Med as exclusive supplier.

(c) Notwithstanding anything to the contrary contained herein, (i) Losses shall not include loss of profits or consequential damages unless a final arbitral award is issued pursuant to Section 12.6 determining that the breach by Q-Med giving rise to such Losses was an intentional and willful breach of a material obligation under this Agreement and (ii) after the consummation of a Transfer to a Third Party, with respect to any final arbitral award pursuant to
Section 12.6 that determines that such Third Party has intentionally and willfully breached any of its material obligations under this Agreement, Losses arising out of or due to such intentional and willful breach of a material obligation under this Agreement shall be deemed to include loss of

profits, consequential damages and such other damages, fees, penalties, deficiencies, losses and expenses as the arbitral tribunal making such award may determine.

(d) Q-Med and its Affiliates shall have no liability under this
Section 9.1 to the extent that a Medicis Indemnified Party has been paid pursuant to the License Agreement for an indemnifiable claim involving the identical substantive issue.

9.2 Indemnification by Medicis. (a) Medicis shall indemnify, defend and hold harmless Q-Med, its Affiliates and their respective directors, officers, stockholders, employees, agents and representatives (the "Q-MED INDEMNIFIED PARTIES"), from and against any Losses that they may incur resulting from any Action to the extent arising out of or due to (i) any breach of any representation, warranty, covenant or other agreement under this Agreement by Medicis or any of its Affiliates to the extent such Affiliate is bound under this Agreement or (ii) with respect to obtaining Regulatory Approvals for the first of the Licensed Products in accordance with Section 6.3(b)(iii) hereof, clinical trials conducted by or on behalf of Medicis or other services performed by or on behalf of Q-Med in accordance with Section 6.3(b)(iii) hereof, except
(x) as otherwise provided in Section 9.1(a) hereof, and (y) to the extent arising from Q-Med's own negligence or willful misconduct.

(b) Notwithstanding anything to the contrary contained herein, (i) Losses shall not include loss of profits or consequential damages unless a final arbitral award is issued pursuant to Section 12.6 determining that the breach by Medicis giving rise to such Losses was an intentional and willful breach of a material obligation under this Agreement and (ii) after the consummation of a Transfer to a Third Party in accordance with Section 12.2, with respect to any final arbitral award pursuant to Section 12.6 that determines that such Third Party has intentionally and willfully breached any of its material obligations under this Agreement, Losses arising out of or due to such intentional and willful breach of a material obligation under this Agreement shall be deemed to include loss of profits, consequential damages and such other damages, fees, penalties, deficiencies, losses and expenses as the arbitral tribunal making such award may determine.

(c) Medicis and its Affiliates shall have no liability under this
Section 9.2 to the extent that a Q-Med Indemnified Party has been paid pursuant to the License Agreement for an indemnifiable claim involving the identical substantive issue.

9.3 Notice of Claims. If there occurs an event which any of the Persons to be indemnified under this Article IX asserts is indemnifiable pursuant to Section 9.1 or 9.2 (the "INDEMNIFIED PARTY"), the Party or Parties seeking indemnification shall so notify the Party from whom indemnification is sought (the "INDEMNIFYING PARTY") promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement or any other agreement or instrument delivered pursuant hereto in respect of which such Loss shall have occurred. If any Action is instituted by or against a Third Party with respect to which the Indemnified Party intends to claim any liability as a Loss under this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such Action and tender to the Indemnifying Party the defense of such Action. A failure by the Indemnified Party to give notice and to tender the defense of the Action

in a timely manner pursuant to this Section 9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except to the extent such Indemnifying Party is materially prejudiced thereby.

9.4 Control of Claims. The Indemnifying Party under this Article IX shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, any Action for which indemnification is sought pursuant to this Article IX with respect to a Third Party claim (a "THIRD PARTY INDEMNIFIABLE CLAIM"), and if the Indemnifying Party elects to assume the defense thereof, the Indemnifying Party shall not be liable to the Party or Parties seeking indemnification hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by such Party or Parties in connection with the defense thereof; provided that, if the Indemnified Party has been advised in writing by outside counsel that there is a potential conflict between the interests of the Indemnifying Party and the Indemnified Party, the reasonable out-of-pocket fees and expenses of one separate counsel for the Indemnified Party shall be paid by the Indemnifying Party and such separate counsel shall be selected by the Indemnified Party in its sole discretion. Notwithstanding the foregoing, the reasonable legal fees and expenses of counsel selected by the Indemnified Party in its sole discretion in connection with a Third Party Indemnifiable Claim as to which the Indemnifying Party does not assume the defense or is not entitled to assume the defense shall be considered Losses for purposes of this Article IX. The Indemnifying Party may compromise or settle such Action; provided that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement; provided, further, that the Indemnifying Party shall not compromise or settle any Third Party Indemnifiable Claim without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld or delayed, unless all relief provided is paid or satisfied in full by the Indemnifying Party. No Indemnified Party may compromise or settle any Third Party Indemnifiable Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Indemnifiable Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third Party Indemnifiable Claim and, at its own expense, to employ counsel of its own choosing for such purpose. The Parties hereto shall cooperate with each other and their respective counsel in the defense, settlement, negotiation or prosecution of a Third Party Indemnifiable Claim.

9.5 Indemnification Calculations. The amount of any Losses for which indemnification is provided under this Article IX shall be computed net of any insurance proceeds received by the Indemnified Party in connection with such Losses. If an Indemnified Party receives insurance proceeds in connection with Losses for which it has received indemnification, such Party shall refund to the Indemnifying Party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Indemnified Party shall use its commercially reasonable efforts to pursue insurance claims with respect to any Losses.

9.6 Exclusive Remedies. Except as otherwise set forth herein and for any available equitable remedies, the remedies set forth in this Article IX will be the exclusive remedies available to the Parties hereto with respect to any Losses or any other damages, costs or expenses of any kind or nature or any other claim or remedy directly or indirectly resulting from, arising out of or relating to any of this Agreement (including alleged breaches of representation,

warranty, covenant or any other term or provision or for any alleged misrepresentation), and the transactions contemplated hereby; provided that nothing herein shall limit in any way any Party's remedies in respect of fraud by the other Party in connection herewith or in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Parties hereby agree that any and all Actions resulting from, arising out of or based upon the provisions of this Agreement may be asserted or brought solely under and in accordance with the terms of this Agreement.

9.7 Survival. The representations and warranties of the Parties contained in this Agreement shall survive until the eighteen (18) month anniversary of termination or expiration of this Agreement pursuant to Section 8.1, 8.2 or 8.3 and the covenants to be performed hereunder shall survive until the date that is six (6) months after the end of the applicable period for performance thereof.

ARTICLE X

CERTAIN COVENANTS

10.1 Manufacturing Option.

(a) Q-Med hereby grants to Medicis an option (the "OPTION") to obtain a license commencing on the date that is * * * from the expiration date of the Term without giving effect to any extensions thereof, to make and have made, develop and improve by itself or on its behalf in the Territory, the Licensed Products. Such license (the "MANUFACTURING LICENSE") shall be granted by Q-Med within * * * of the date of Q-Med's receipt from Medicis of an exercise notice (the "EXERCISE NOTICE"), and shall include the terms set forth on Schedule D hereto and any other terms and conditions negotiated in good faith and agreed to by the Parties during such * * * period. The Parties hereby agree that this Section 10.1 imposes an enforceable obligation to grant the Manufacturing License based on the terms set forth in Schedule D and to negotiate in good faith such additional terms as may be agreed to by the Parties. Medicis shall deliver the Exercise Notice no less than * * * prior to the date on which Medicis intends to commence to make or to have made, develop and improve the Licensed Products pursuant to the Option; provided that Medicis shall not deliver the Exercise Notice earlier than the later to occur of * * *. Medicis may deliver the Exercise Notice at any time from and after the date referred to in the immediately preceding sentence and before the expiration of the Term without giving effect to any extensions thereof. Medicis and Q-Med will fully cooperate in obtaining all required Regulatory Approvals in connection with Medicis' lawful manufacture of the Licensed Products for Commercial Distribution and Investigational Distribution; provided that Medicis will pay the cost and expenses of obtaining such approvals.

(b) Notwithstanding the foregoing, Medicis shall have * * * the Exercise Notice and Q-Med shall grant the Manufacturing License on the terms set forth in Schedule D within ninety (90) days of receipt of such notice in the event of (i) a final arbitral award pursuant to Section 12.6 determining that Q-Med has intentionally and willfully breached a material obligation related to the Manufacture or supply of Licensed Products under this Agreement; provided that Medicis shall bear the burden of proof with respect to the determination that any such breach was intentional, willful and material or (ii) upon Q-Med entering into a liquidation

process due to bankruptcy. In the event that Medicis has the right to immediately deliver the Exercise Notice in accordance with clause (i) of this
Section 10.1(b), Medicis shall also concurrently have the right to deliver a notice to Q-Med and/or its Affiliates which shall immediately terminate any and all licenses granted by Medicis to Q-Med and/or its Affiliates pursuant to the terms hereof or of the License Agreement.

10.2 Back-up Facility. The Parties acknowledge and agree that Q-Med's efforts to date to construct a back-up facility to Manufacture Licensed Products (the "NEW FACILITY") and to obtain the necessary Regulatory Approvals from the FDA and the TPD for such New Facility are satisfactory for purposes of this Agreement as of the date hereof. * * *

10.3 Third Party Contractors. Q-Med shall have the right in connection with its obligations hereunder to contract with its Affiliates and/or one or more Third Parties for the Manufacture and supply of the Licensed Products in finished form to Medicis; provided, however, that: (i) Q-Med shall cause such contractor to comply fully with the terms and conditions set forth in this Agreement with respect to the Manufacture and supply of such Licensed Products; (ii) Q-Med shall remain fully responsible for the Manufacture and supply of such Licensed Products to Medicis; and (iii) the use of such contractor shall not increase the cost of the Licensed Products to Medicis in excess of a cost increase otherwise permitted by this Agreement. Q-Med shall bear the costs and expense of any required Regulatory Approvals due to the contracting with any Affiliate and/or Third Party for the Manufacture and supply of the Licensed Products. Prior to supplying Medicis with Licensed Products Manufactured by a non-Affiliate Third Party, Q-Med must submit the contractor's name to Medicis for reasonable approval, such approval not to be unreasonably withheld or delayed. If Medicis reasonably objects to Q-Med's use of any non-Affiliate Third Party for the Manufacture and supply of Licensed Products, Medicis shall have no obligation to accept any Licensed Products Manufactured by such non-Affiliated Third Party. The foregoing shall not affect, apply to, prevent or otherwise limit Q-Med's right to select and employ Third Party suppliers and subcontractors to provide ingredients, components, parts, and processing activities to aid Q-Med's manufacturing process.

ARTICLE XI

CONFIDENTIALITY

11.1 Q-Med's Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement, Q-Med agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of Q-Med (provided that such agents and representatives are informed of the confidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article XI; and provided, further, that Q-Med shall be responsible for any breach of this Section 11.1 by such representatives and agents), or use for itself, unless Medicis shall have given its prior written approval, any information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Medicis' and its Affiliates' business

or operations, including non-public information concerning Medicis' products, processes, customers and suppliers and the products and processes of Medicis' customers and suppliers furnished to Q-Med by Medicis in connection with this Agreement (any of the foregoing, "CONFIDENTIAL MEDICIS INFORMATION"); provided, however, that Q-Med shall have the right to disclose any Confidential Medicis Information provided hereunder if such disclosure is necessary (a) in connection with the securing of any Regulatory Approvals or other governmental approval necessary for the performance by Q-Med of any of its obligations hereunder or under any other agreement with Medicis, (b) for the purpose of complying with applicable Laws and governmental regulations or (c) by Law or legal process. Q-Med shall promptly notify Medicis of Q-Med's intent to make any disclosure of Confidential Medicis Information prior to making such disclosure so as to allow Medicis adequate time to take whatever action Medicis may deem to be appropriate to protect the confidentiality of the Confidential Medicis Information and Q-Med will cooperate and provide any assistance that Medicis may reasonably request in connection with the foregoing. For the avoidance of confusion, all information provided by Medicis to Q-Med in connection with this Agreement shall be deemed Confidential Medicis Information unless Q-Med can demonstrate that such information is available to it from sources other than Medicis that are not under a duty of confidentiality with respect thereto. Q-Med shall use Confidential Medicis Information only in connection with and for the purposes reflected in this Agreement and the other Transaction Agreements and for no other purpose. The confidentiality obligations set forth in this Section 11.1 shall continue in effect during the Term and for a period of ten (10) years after the end of the Term except that the confidentiality obligations with respect to any Confidential Medicis Information that constitutes a trade secret shall continue in effect for so long as such information remains a trade secret.

11.2 Medicis' Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement and except for the information referenced in Section 11.3 which shall be subject to Section 11.3, Medicis agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of Medicis (provided that such agents and representatives are informed of the confidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article XI; and provided, further, that Medicis shall be responsible for any breach of this Section by such representatives and agents), or use for itself, unless Q-Med shall have given its prior written approval, any information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Q-Med's and its Affiliates' business or operations, including non-public information concerning the Licensed Rights, the Licensed Products or other products of Q-Med and its Affiliates, processes of Q-Med and its Affiliates, customers and suppliers and the products and processes of Q-Med's customers and suppliers, furnished to Medicis by Q-Med in connection with this Agreement (any of the foregoing, "CONFIDENTIAL SUPPLIER INFORMATION"); provided, however, that Medicis shall have the right to disclose any Confidential Supplier Information provided hereunder if such disclosure is necessary (a) in connection with the securing of any Regulatory Approvals or other governmental approval necessary for the performance by Medicis of any of its obligations hereunder or under any other agreement with Q-Med, (b) for the purpose of complying with applicable Laws and governmental regulations or (c) by Law or legal process. Medicis shall promptly notify Q-Med of Medicis' intent to make any disclosure of Confidential Supplier

Information prior to making such disclosure so as to allow Q-Med adequate time to take whatever action Q-Med may deem to be appropriate to protect the confidentiality of Confidential Supplier Information and Medicis will cooperate and provide any assistance that Q-Med may reasonably request in connection with the foregoing. For the avoidance of confusion, all information provided by Q-Med to Medicis in connection with this Agreement (included information subject to
Section 11.3) shall be deemed Confidential Supplier Information unless Medicis can demonstrate that such information is available to it from sources other than Q-Med that are not under a duty of confidentiality with respect thereto. Medicis shall use Confidential Supplier Information only in connection with and for the purposes reflected in this Agreement and the other Transaction Agreements and for no other purpose. The confidentiality obligations set forth in this Section 11.2 shall continue in effect during the Term and for a period of ten (10) years after the end of the Term except that the confidentiality obligations with respect to any Confidential Supplier Information that constitutes a trade secret shall continue in effect for so long as such information remains a trade secret.

11.3 Manufacturing Data and other Information. In addition to any of the foregoing confidentiality obligations, Medicis agrees that it shall keep confidential and shall not use or disclose, and shall cause its officers, employees, directors and counsel to keep confidential and to not use or disclose, any information or data (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to the Manufacture of the Licensed Products, or any other information or data related to the manufacture of any other products by Q-Med and/or its Affiliates of a confidential and proprietary nature, including any such information to which Medicis has access by virtue of the Regulatory Approvals for the Licensed Products. Notwithstanding the foregoing, Medicis shall have the right to use, and, to the extent required to have Licensed Products made in accordance with the Manufacturing License, disclose (provided that the Person to whom such disclosure is made is informed of the confidential and proprietary nature of such information and agrees in writing to be bound by the conditions set forth in this Section 11.3; provided, further, that Medicis agrees in writing to be responsible for any breach of these provisions by such Person) such information or data related to the Manufacture of Licensed Products that it may have access to by virtue of the Regulatory Approvals related to the Licensed Products (i) in the event that Q-Med has failed to comply with its obligation to provide an alternate manufacturer with the information required pursuant to Section 9.1(b) within the time period set forth in Section 9.1(b) or (ii) Medicis has exercised the Option in accordance with Section 10.1(b) herein. Notwithstanding the foregoing, Medicis shall have the right to disclose any such information or data provided hereunder if such disclosure is necessary (a) in connection with the securing of any Regulatory Approval or other governmental approval necessary for the performance by Medicis of any of its obligations hereunder or under any other agreement with Q-Med or its Affiliates, (b) for the purpose of complying with applicable Laws and governmental regulations or (c) by Law or legal process. Medicis shall promptly notify Q-Med of Medicis' intent to make such disclosure prior to making such disclosure so as to allow Q-Med adequate time to take whatever action Q-Med may deem to be appropriate to protect the confidentiality of such information and Medicis will cooperate and provide any assistance that Q-Med may reasonably request in connection with the foregoing. Medicis shall not be prohibited from using or disclosing any such information that (a) is or has become known to the public other than through a breach of this Agreement or (b) lawfully was disclosed to Medicis on a non-confidential basis by a Third Party not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. Within the limits set forth in this
Section 11.3, Medicis

shall be entitled to use such information to the extent necessary to perform its obligations under this Agreement and the other Transaction Agreements.

11.4 Permitted Disclosure Or Use Of Information. Nothing in this Article XI shall prevent the disclosure or use of Confidential Medicis Information or Confidential Supplier Information, as the case may be, that (a) is or has become known to the public other than through a breach of this Agreement or (b) lawfully was disclosed to the disclosing Party on a non-confidential basis by a Third Party not prohibited from disclosing such information by a legal, contractual or fiduciary obligation.

11.5 Use Of Information to Perform Obligations under this Agreement. Within the limits set forth in this Article XI, each Party shall be entitled at all times to use all Confidential Medicis Information or Confidential Supplier Information, as the case may be, provided by the other Party to the extent necessary to perform its obligations under this Agreement or any other Transaction Agreement.

ARTICLE XII

MISCELLANEOUS

12.1 Force Majeure. No Party shall be liable to another for its failure to perform any of its obligations hereunder if such failure is caused by contingencies beyond such Party's control, including, but not limited to, acts of God, fire, flood, wars, acts of terrorism, sabotage, strike and government actions. Any Party asserting its inability to perform any obligation hereunder as a result of any such contingency shall promptly notify the other Party of the existence of any such contingency that prevents performance and the extent of such Party's inability to perform. The non-performing Party shall use its reasonable best efforts to avoid or remove such causes of non-performance obligation as soon as commercially practicable.

12.2 Assignment. Except as expressly otherwise provided herein, the Parties may only Transfer their respective rights and obligations hereunder in accordance with this Section 12.2.

(a) Each of Q-Med and Medicis shall be entitled to Transfer its rights or obligations under this Agreement without the written consent of Medicis or Q-Med, as the case may be, to an Affiliate of Medicis Pharmaceutical or Q-Med, as the case may be, provided that Q-Med or Medicis Pharmaceutical, as the case may be, directly or indirectly, through one or more intermediaries, owns or controls greater than fifty percent (50%) of the voting securities or economic interest in such Affiliate and such Affiliate is able to provide and at all times update a valid Form W-8BEN in accordance with U.S. Treasury Regulation 1.1441-1(e)(4)(ii) (a "PERMITTED TRANSFEREE") for so long as such Affiliate continues to be a Permitted Transferee; provided, further, that such Transfer shall be null and void ab initio and of no further force and effect unless (i) such Transfer was affected in accordance with the terms and conditions of this Agreement, (ii) in connection with such Transfer, Q-Med executes and delivers to Medicis a guarantee substantially in the form attached hereto as Exhibit A, and
(iii) the Permitted Transferee, if not already a Party hereto, shall have executed and delivered to Medicis or Q-Med, as the case may be, as a condition precedent to such Transfer, an instrument or instruments

reasonably satisfactory to Q-Med or Medicis, as the case may be, confirming that the Permitted Transferee shall be bound by the terms of this Agreement to the same extent applicable to the transferring Party, as if such Permitted Transferee was originally a Party hereto. Any such Permitted Transferee shall, and Q-Med or Medicis, as the case may be, shall cause such Permitted Transferee to, assign or transfer back to (or to another Permitted Transferee of the transferred Party) its rights and obligations hereunder prior to such Permitted Transferee ceasing to be a Permitted Transferee of Q-Med or Medicis, as the case may be. Upon such Permitted Transferee ceasing to be a Permitted Transferee hereunder, any Transfer of rights and obligations hereunder shall be null and void from inception and of no further force or effect. A transferring party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such transferring Party under this Agreement. No Transfer to a Permitted Transferee hereunder shall relieve Q-Med or Medicis of its obligations pursuant to this Agreement.

(b) Commencing on the date on which all of the One Time Payments (other than the * * * Payment (as such term is defined in the License Agreement), which * * * Payment shall only be required to be paid and received as a condition to Transfer if as of the date of Transfer, such * * * Payment is then due and payable under the terms of the License Agreement) and the First Milestone Payment to be paid pursuant to the License Agreement have been paid to and received by Q-Med or its Affiliates (provided that all such payments may be prepaid at any time, regardless of whether such payments are then due under such agreements), Medicis or its Permitted Transferees shall be entitled, in accordance with this clause (b) to Transfer its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Q-Med; provided, further, that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Q-Med as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Q-Med confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to Medicis or its Permitted Transferee as if such Third Party was originally a Party hereto and that such Third Party is, or as of the date of the proposed Transfer will be, a party to the License Agreement and (ii) in the event of a Change in Control (other than a Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 8.2(d) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Q-Med may only withhold its consent in the event that Q-Med reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that the proposed Third Party transferee
* * *, (iv) does not have financial condition at least comparable to that of Medicis as of the Closing Date or (v) has been or is currently debarred under the authority of the FDCA or Canada's FDA and/or regulations thereunder.

(c) Q-Med or its Permitted Transferee shall be entitled to Transfer its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Medicis; provided that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Medicis as a condition precedent to such Transfer, an instrument or

instruments reasonably satisfactory to Medicis confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to Q-Med or its Permitted Transferee as if such Third Party was originally a Party hereto and that such Third Party has, or as of the date of the proposed Transfer will have, the know-how and patents necessary to fulfill its obligations under and in accordance with this Agreement and (ii) in the event of a Change in Control (other than a Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 8.3(c) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Medicis may only withhold its consent in the event that Medicis reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that (i) the proposed Third Party transferee does not have the financial condition to perform Q-Med's obligations under this Agreement, (ii) if Q-Med is not to be the surviving entity upon the consummation of such proposed Transfer, upon the consummation of such proposed Transfer the successor entity will not have a manufacturing capacity at least comparable to Q-Med's and its Affiliates' manufacturing capacity immediately prior to such proposed Transfer, (iii) such Transfer has not received all required Regulatory Approvals, or, if Q-Med and/or one of its Affiliates is not to be the surviving entity upon the consummation of such proposed Transfer, upon the consummation of such proposed Transfer, the proposed Third Party transferee will not have all Regulatory Approvals required for its performance of this Agreement or (iv) such proposed Third Party transferee has been or is currently debarred under the authority of the FDCA or under Canada's FDA and/or regulations thereunder.

(d) Subject to the provisions of this Section 12.2, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the Parties.

(e) Notwithstanding anything to the contrary contained elsewhere herein, Q-Med shall be entitled to engage a Third Party as provided in Sections 2.3, 9.1(b) and 10.3 herein to supply Medicis with Licensed Products for use in accordance with the terms and conditions of this Agreement and such action shall not be deemed a violation of this Section 12.2; provided that in such event Q-Med not be released from its obligations hereunder.

(f) Other than as set forth in clause (e) above, Q-Med and Medicis, as the case may be, and each of their respective present and former officers, directors, employees and Affiliates shall be released and discharged of its respective rights and obligations pursuant to this Agreement and from any and all claims, rights, causes of actions or suits and recoveries related thereto upon the consummation of a Transfer to a Third Party in accordance with the terms and conditions set forth herein.

12.3 Independent Contractor. The Parties shall each be an independent contractor in the performance of their respective obligations hereunder, and, the provisions hereof are not intended to create any partnership, joint venture, agency or employment relationship between the Parties. Each Party shall be responsible for and shall comply with all state, local, federal and foreign laws pertaining to employment taxes, income withholding and other employment related statutes applicable to that Party. Except as is expressly set forth herein, neither Party will have any right by virtue of this Agreement to bind the other Party in any manner whatsoever.

12.4 Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier service, or if sent by facsimile; provided that the facsimile is promptly confirmed by telephone confirmation thereof, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person.

If to Q-Med:

Q-Med AB
Seminariegatan 21
752 28 Uppsala, Sweden Attention: Chief Executive Officer Telephone No.: * * *
Facsimile No.: * * *

with a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP 425 Lexington Avenue
New York, New York 10017 Attention: Richard A. Miller Telephone No.: (212) 455-7150 Facsimile No.: (212) 455-2502

If to Medicis:

Medicis Aesthetics Holdings Inc.
8125 N. Hayden Road
Scottsdale, Arizona 85258-2463

Attention: Jonah Shacknai Telephone No.: * * *
Facsimile No.: * * *

with a copy to (which shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue
New York, New York 10022 Attention: Susan Cohen Telephone No.: (212) 872-1000 Facsimile No.: (212) 872-1002

12.5 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the Laws of the State of New York, excluding any Law that would result in the application of the Laws of any jurisdiction other than the State of New York and the

application of the 1980 United Nations Convention on Contracts for the International Sale of Goods.

12.6 Arbitration. The Parties agree that any dispute arising out of or in connection with this Agreement, or the breach, termination, or invalidity hereof, shall be resolved as follows. In the event of a dispute between the Parties, either Party may initiate the dispute resolution procedures of this
Section 12.6 by providing written notice (the "NOTICE OF CLAIM") to the other Party identifying the dispute and stating the desire to resolve the dispute. After receiving the Notice of Claim, respondent will respond in writing by stating its position and setting forth a proposed resolution of the dispute. If claimant and respondent are not able to resolve the dispute within twenty (20) days thereafter, the matter in dispute shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC"). The arbitral tribunal shall be comprised of three arbitrators; the Party nominated arbitrators shall be appointed in accordance with the Rules of the ICC. The Party nominated arbitrators will have thirty (30) days to appoint a chair who shall have relevant expertise in the subject matter of the dispute and the applicable laws of the Territory. If they are unable to make such appointment within that time, then the chair shall be appointed in accordance with the Rules of the ICC, provided that the chair appointed by the ICC shall have relevant expertise in the subject matter of the dispute and the applicable laws of the Territory. The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties agree that the losing Party shall bear the cost of the arbitration filing and hearing fees, the cost of the arbitrators and the ICC administrative expenses and the attorney's fees and reasonable associated costs and expenses of each Party. The Parties agree to reasonable document discovery, provided the requesting Party makes a showing of relevance and need to the tribunal. Notwithstanding the foregoing, either Party may seek an immediate injunction from a court of competent jurisdiction (i) to prevent the disclosure of Confidential Medicis Information or Confidential Supplier Information, as applicable, in violation of Article XI herein or (ii) to prevent an assignment of this Agreement in violation of Section 12.2 herein.

12.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

12.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

12.9 Entire Agreement. The Transaction Agreements, each of their appendices, exhibits, schedules and certificates, and all documents and certificates delivered or contemplated in connection herewith and therewith constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements or understandings of the Parties relating thereto.

12.10 Sales and Use Taxes. Medicis shall be responsible for the payment of any sales and use taxes on the Licensed Products delivered by Q-Med to Medicis.

12.11 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the Parties shall negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision; provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by Law.

12.12 Expenses. Except as set forth in this Agreement, Q-Med and Medicis will each bear their own expenses and the expenses of their respective Affiliates incurred in connection with the negotiation and preparation of this Agreement.

12.13 Further Actions. Q-Med and Medicis each hereby agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or proper and execute and deliver such documents and other papers as may be required to make effective the transactions contemplated by this Agreement.

12.14 Waiver. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof only by a written instrument executed by such Party. No delay on the part of Q-Med or Medicis in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of either Q-Med or Medicis of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

12.15 Amendment. This Agreement may be modified or amended only by written agreement of the Parties hereto signed by authorized representatives of the Parties hereto and specifically referencing this Agreement.

12.16 No Third Party Rights. Other than as set forth in Article IX and Section 12.21, no provision of this Agreement will be deemed or construed in any way to result in the creation of any rights or obligations in any Person not a Party to this Agreement.

12.17 Construction. This Agreement will be deemed to have been drafted by both Q-Med and Medicis and will not be construed against either Party as the draftsperson hereof. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified.

12.18 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the Parties shall be entitled to specific performance of the terms of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

12.19 Appendices, Exhibits, Schedules and Certificates. Each appendix, exhibit, schedule and certificate attached hereto is incorporated herein by reference and made a part of this Agreement.

12.20 Publicity. Neither Party shall issue or release any media release or public announcement (including, without limitation, any announcements made via any posting on the World Wide Web or Internet), or other similar publicity announcing the existence of this Agreement or relating to any term or condition of this Agreement or the relationships created by this Agreement without three (3) Business Days' prior written notice, including by e-mail, to the other Party and the prior agreement of the other Party on the relevant wording relating to the Agreement or term or condition of the Agreement. Notwithstanding the foregoing, each Party shall have the right to issue media releases immediately and without the prior consent of the other Party that disclose any information required by the rules and regulations of the Securities and Exchange Commission, the Stockholm Stock Exchange or applicable Law; provided that the disclosing Party shall notify the other Party, including by e-mail, no later than simultaneously with such issuance of such issuance and shall use commercially reasonable efforts to provide a copy of the relevant wording relating to the Agreement, or any term or condition thereof or the other Party prior to the disclosure thereof. Q-Med shall contact Medicis' Investor Relations Group for approval. Medicis shall contact * * * for approval.

12.21 Certain Affiliate Transfers. Neither Party shall (1) invest, directly or indirectly, in an Affiliate which has operations or conducts activities in the field of Aesthetic Enhancement, or (2) transfer or make available any of its activities, operations or assets in the field of Aesthetic Enhancement (including research and development, marketing, know-how or other intellectual property, management of regulatory relations and protection of intellectual property) to an Affiliate, without causing such Affiliate to enter into an agreement for the benefit of the other Party by which such Affiliate agrees to be bound by the provisions hereof in all relevant respects to the same effect as if such Affiliate had originally been a party hereto; provided, that Sections 7.4(a) or (b), as applicable, and Article XI shall be deemed in all cases to be relevant.

12.22 Prior Transactions. Each Party acknowledges and agrees, on behalf of itself and each of its respective subsidiaries, that (a) nothing in any of the Transaction Agreements or in any other agreement, instrument or other document delivered in connection herewith or therewith (the "OTHER PAPERS"), and
(b) nothing discussed or delivered in connection with the negotiation of the Transaction Agreements or the Other Papers, including any correspondence, spreadsheets, notes, reports, memoranda or any full or partial drafts or prior versions of the Transaction Agreements or the Other Papers (the matters referred to in clause (a) and (b) are collectively, the "INADMISSIBLE MATTERS"), shall be admissible in any action, suit or proceeding relating to only the Prior Supply Agreement or the agreements entered into in connection therewith, unless the Parties otherwise agree in a writing referring to this Section 12.22; provided, however, that if an action, suit or proceeding relates in part to the Prior Supply Agreement (or the agreements entered into in connection therewith) and in part to any other matter, none of the Inadmissible Matters shall be admissible with respect to claims or defenses relating to the Prior Supply Agreement (or the agreements entered into in connection therewith). Each Party covenants and agrees, on behalf of itself and each of its respective subsidiaries, that it and they will not, directly or indirectly, do or cause to be done or omit to do

anything, the doing, causing or omitting of which would provide in discovery or introduce into evidence any of the Inadmissible Matters in any action, suit or proceeding relating to only the Prior Supply Agreement (or the agreements entered into in connection therewith), except as may be required by Law pursuant to a Third Party subpoena; provided, however, that if an action, suit or proceeding relates in part to the Prior Supply Agreement (or the agreements entered into in connection therewith) and in part to any other matter, none of the Inadmissible Matters shall be admissible with respect to claims or defenses relating to the Prior Supply Agreement (or the agreements entered into in connection therewith), except as may be required by Law pursuant to a Third Party subpoena.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

Q-MED AB

By:    /s/ Bengt Agerup
   ----------------------------------------
   Name: Bengt Agerup
   Title: CEO

MEDICIS AESTHETICS HOLDINGS INC.

By:    /s/ Mark A. Prygocki, Sr.
   ----------------------------------------
   Name: Mark A. Prygocki, Sr.
   Title: Vice President

EXHIBIT 10.103

[THE OMITTED PORTIONS INDICATED BY AN ASTERISK HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.]

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this "AGREEMENT") is dated this 15th day of July 2004, between Q-Med AB, a company organized under the laws of the Kingdom of Sweden with corporate registration number 556258-6882 ("Q-MED" or "LICENSOR"), and Medicis Aesthetics Holdings Inc., a corporation organized under the laws of the State of Delaware ("MAHI" or "LICENSEE").

RECITALS

WHEREAS, Licensor desires to grant, and Licensee desires to accept, the rights and licenses set forth herein with respect to the Licensed Rights, Licensed Regulatory Data and certain Website Content (as each such term is defined below); and

WHEREAS, Licensee desires to grant, and Licensor desires to accept, the rights and licenses set forth herein with respect to certain portions of the Territory Specific Materials, Licensee Regulatory Materials (as each such term is defined below) and certain Website Content.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

"ACCOUNT" shall have the meaning set forth in Section 8.2.

"ACCOUNTING FIRM" shall have the meaning set forth in Section 8.5.

"ACTION" shall mean any action, claim, suit, litigation, arbitration, investigation, notification, audit or other proceeding brought in law or at equity by a Governmental Authority or other Person.

"ADVERTISING" shall have the meaning set forth in the Supply Agreement.

"AESTHETIC ENHANCEMENT" shall mean the alteration of the visual appearance, visual form, visual size, or visual shape of the naked human body or any of its components; provided that Aesthetic Enhancement shall not be deemed to include modification of the functions, restoration of the functions, adjustment of the functions or correction of the functions of the human body or any of its component parts.

"AFFILIATE" of a Person shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this definition, the term "CONTROL" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

"AGERUP LETTER AGREEMENT" shall mean that certain letter from Bengt Agerup to Medicis, dated as of the Closing Date.

"AGREEMENT" shall mean this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on which banks in Sweden or New York are authorized or obligated by Law or executive order to remain closed.

"CANADIAN STUDY" shall have the meaning set forth in Section 2.1(c).

"CANADA'S FDA" shall mean Canada's Food and Drugs Act, R.S.C. 1985,
c. F-27, as amended.

"CAP" shall have the meaning set forth in Section 10.1(b).

"CHANGE IN CONTROL" shall mean (a) the disposition of all or substantially all of the outstanding shares, assets or business of a Party or Medicis on a consolidated basis; or (b) any transaction or event (or series of transactions or events) as a result of which any Person (other than an Affiliate of such Party or Medicis), acting singly or as a part of a "partnership, limited partnership, syndicate or group" (within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended): (i) acquires (by purchase, merger, consolidation or otherwise) or for the first time controls or is able to vote (directly or through nominees, beneficial ownership, proxy or contract) fifty percent (50%) or more of the aggregate of all outstanding equity securities of a Party or Medicis; or (ii) acquires (by purchase, merger, consolidation or otherwise) equity securities of a Party or Medicis with the right to, or for the first time is otherwise able to, nominate or designate (directly or through nominees, beneficial ownership, proxy or contract) at least fifty percent (50%) of the nominees to the board of directors of such Party or Medicis, in each of (a) or (b), in the event that Licensor, Licensee or Medicis, as the case may be, was not a party to the applicable transaction and/or such transaction was not approved by the Board of Directors of Licensor, Licensee or Medicis, as the case may be.

"CIPO" shall mean the Canadian Intellectual Property Office.

"CLAIMING PARTY" shall have the meaning set forth in Section 8.5.

"CLOSING" shall have the meaning set forth in Section 7.1.

"CLOSING DATE" shall have the meaning set forth in Section 7.1.

"COMPETING PRODUCT" shall have the meaning set forth in Section 3.13.

"COMPLAINING PARTY" shall have the meaning set forth in Section 3.10(b).

"CONFIDENTIAL LICENSEE INFORMATION" shall have the meaning set forth in Section 9.1.

"CONFIDENTIAL LICENSOR INFORMATION" shall have the meaning set forth in Section 9.2.

"CONFIDENTIALITY AGREEMENT" shall have the meaning set forth in the Supply Agreement.

"CONTRACT YEAR" shall have the meaning set forth in Section 8.2.

"DILIGENCE DEFAULT" shall have the meaning set forth in Section 3.1.

"DISPUTED LICENSE PAYMENT" shall have the meaning set forth in
Section 8.5.

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

"FDCA" shall mean the United States Federal Food, Drug, and Cosmetic Act of 1938, as amended (21 U.S.C. ss.ss. 301 et. seq.).

"FIELD" shall mean Aesthetic Enhancement.

"FOOD AND DRUGS ACT" shall mean the Canadian Food and Drugs Act of 1985, as amended (R.S., c. F-27).

"GOVERNMENTAL AUTHORITY" shall mean any supranational, national, federal, state, provincial or local judicial, legislative, executive or regulatory authority.

"GUARANTEE" shall mean the guarantee dated as of the Closing Date from Medicis to Q-Med.

"HIGHEST MILESTONE" shall have the meaning set forth in Section 8.2.

"IMPROVEMENTS" shall mean any replacements, improvements or modifications, including without limitation new indications or new uses, in each case in the Field.

"INDEMNIFIED PARTY" shall have the meaning set forth in Section 10.3 herein.

"INDEMNIFYING PARTY" shall have the meaning set forth in Section 10.3 herein.

"JOINTLY OWNED IMPROVEMENTS" shall have the meaning set forth in
Section 2.3(c).

"LABELING" shall have the meaning set forth in the Supply Agreement.

"LAUNCH" of a Licensed Product shall mean the first offer for sale of the Licensed Product to the trade.

"LAWS" shall mean all applicable laws, statutes, rules, regulations, ordinances and other pronouncements of law of any Governmental Authority.

"LIBOR RATE" shall have the meaning set forth in Section 8.2(b) herein.

"LICENSED KNOW-HOW" shall mean, except to the extent published or otherwise known, all of Licensor's and its Affiliates' proprietary know-how, trade secrets, unpatented inventions, technical data, formulations, technical information and business and marketing information which Licensor or any of its Affiliates now own or have the right to license, or hereafter acquire or obtain the right to license during the Term, but only to the extent necessary or reasonably useful, in the ordinary course of Licensee's business, for marketing, using, distributing, importing, offering for sale, selling, commercializing or otherwise disposing of the Licensed Products in the Field in the Territory, including sales and marketing materials, medical, clinical, toxicological testing, scientific data and injection techniques relating to the Licensed Products; provided, that the Licensed Know-How shall not include (a) information that Licensor is under an obligation to unrelated Third Parties not to disclose, such as patient data and (b) the Licensed Regulatory Data.

"LICENSED PATENTS" shall mean the U.S. Patent, U.S. Patent Application and Canadian Patent Application set forth on Schedule A attached hereto and any other patent or patent application or rights thereunder in the Territory that covers the manufacture, use, import or sale of the Licensed Products, together with any extensions, publications, reissues, continuations, divisionals, continuations-in-part, reexamination certificates, substitutions or renewals, supplemental protection certificates or certificates of inventions thereof owned by Licensor or any of its Affiliates, or under which Licensor or any of its Affiliates has the right to grant licenses in the Territory, as of the date hereof or during the Term; provided, that the Licensed Patents shall not include the Licensed Regulatory Data.

* * *

* * *

"LICENSED RIGHTS" shall mean the Licensed Patents and the Licensed Know-How.

"LICENSEE INDEMNIFIED PERSONS" shall have the meaning set forth in
Section 10.1.

* * *

"LICENSEE MARKS" shall have the have the meaning set forth in
Section 3.2.

"LICENSEE REGULATORY MATERIALS" shall have the have the meaning set forth in Section 2.3(b)(ii).

"LICENSEE TRADE DRESS" shall have the have the meaning set forth in
Section 3.2.

"LICENSES" shall mean the licenses granted by Licensor to Licensee herein.

"LICENSOR INDEMNIFIED PERSONS" shall have the meaning set forth in
Section 10.2.

"LICENSOR MARKS" shall have the have the meaning set forth in
Section 3.2.

"LICENSOR TRADE DRESS" shall have the have the meaning set forth in
Section 3.2.

"LOSS" or "LOSSES" shall mean any and all damages, fines, fees, penalties, deficiencies, losses and expenses, including reasonable legal fees and expenses, but excluding loss of profits or other special, punitive or consequential damages.

"MACROLANE SIDE LETTER" shall mean that certain letter from Medicis to Q-Med, dated as of the Closing Date.

"MANUFACTURE" shall have the meaning set forth in the Supply Agreement.

"MEDICIS" shall mean Medicis Pharmaceutical Corporation, a Delaware corporation.

"MASTER FILES" shall have the meaning set forth in the Supply Agreement.

"MILESTONE" shall have the meaning set forth in Section 8.2.

"MILESTONE PAYMENT" shall have the meaning set forth in Section 8.2.

"NET REVENUES" shall mean, with respect to any Licensed Product, the gross sales of such Licensed Product invoiced by Licensee and/or its Affiliates to Licensee's and/or its Affiliates' customers who are not Affiliates, less, to the extent actually paid or accrued net of payments by Licensee and/or its Affiliates (as applicable), (a) normal and customary credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out-dated and returned Licensed Product; (b) normal and customary freight and insurance costs incurred in transporting such Licensed Product to and from such customers; (c) normal and customary cash, quantity and trade discounts, rebates and other price reductions or special programs for such Licensed Product; and (d) excise, sales, use, value-added and other direct taxes (but not income taxes of any kind) imposed upon the sale of such Licensed Product to such customers. For avoidance of doubt, Licensee shall calculate Net Revenues for purposes of this Agreement according to U.S. generally accepted accounting principles applied on a consistent basis and in a manner consistent with Medicis' calculations of consolidated net revenues and consistent with the numbers used to consolidate net revenues reported in Medicis' periodic reports with the United States Securities and Exchange Commission.

"NON-COMPETE PERIOD" shall have the meaning set forth in Section 3.13(b).

"ONE TIME PAYMENT" shall have the meaning set forth in Section 8.1.

* * *

"OTHER PARTY" shall have the meaning set forth in Section 8.5.

"OUT-OF-FIELD USE" shall have the meaning set forth in Section 3.10(b).

"PARTY" shall mean Licensor or Licensee and, when used in the plural, means both Licensor and Licensee or their respective Permitted Transferees or Third Party transferees, in each case upon the consummation of a Transfer in accordance with the terms and conditions herein.

"PATENT REQUEST" shall have the meaning set forth in Section 3.7.

"PAYMENT DATE" shall have the meaning set forth in Section 8.5.

"PAYMENT TERM" shall commence on the Closing Date and, unless this Agreement is earlier terminated pursuant to Section 6.2, last until * * *.

"PERMITTED TRANSFEREE" shall mean any Affiliate of the Licensor or Medicis, as applicable, of whom the Licensor or Medicis, as applicable, directly or indirectly, through one or more intermediaries, owns or controls more than fifty percent (50%) of the voting securities or economic interest in such Affiliate and such Affiliate is able to provide and at all times update a valid Form W-8BEN in accordance with U.S. Treasury Regulation 1.1441-(e)(4)(ii), for so long as such Affiliate continues to be a Permitted Transferee; provided, that the Licensor or Licensee, as applicable, shall remain directly liable for the performance by the Permitted Transferee of all obligations of the Licensor or Licensee, as applicable, under this Agreement and no Transfer to a Permitted Transferee hereunder shall relieve the Licensor or Licensee, as applicable, of its obligations pursuant to this Agreement.

"* * * PAYMENT" shall have the meaning set forth in Section 8.1.

* * *

"PMA APPLICATION" shall have the meaning set forth in the Supply Agreement.

"PMA APPROVALS" shall have the meaning set forth in the Supply Agreement.

"PERSON" shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other entity or organization.

"PREVIOUS LICENSE AGREEMENT" shall mean the Amended and Restated Intellectual Property License Agreement between Q-Med and HA North American Sales AB, dated March 6, 2003 (as the same may be amended from time to time in accordance with its terms).

"PREVIOUS LICENSE LETTER AGREEMENT" shall mean that certain letter from Medicis to Q-Med, dated as of the Closing Date.

"PREVIOUS SUPPLY AGREEMENT" shall mean that certain Supply Agreement dated as of March 7, 2003, between Medicis and Q-Med, as the same may be amended from time to

time in accordance with its terms.

"PROMOTIONAL LABELING" shall have the meaning set forth in the Supply Agreement.

"REGULATORY APPROVALS" shall have the meaning set forth in the Supply Agreement.

"RESPONSIBLE PARTY" shall have the meaning set forth in Section 3.10(b).

"RETURN PAYMENT" shall have the meaning set forth in Section 8.2.

"STEERING COMMITTEE" shall have the meaning set forth in the Supply Agreement.

"SUPPLY AGREEMENT" shall mean the Supply Agreement, dated as of the Closing, between Q-Med and MAHI (as the same may be amended from time to time in accordance with its terms).

"TERM" shall have the meaning set forth in Section 6.1.

"TERRITORY" shall mean the United States, including its territories and possessions, and Canada.

"TERRITORY SPECIFIC MATERIALS" shall have the meaning set forth in
Section 2.3(b)(i).

"THIRD ANNIVERSARY" shall have the meaning set forth in Section 10.1 herein.

"THIRD PARTY" shall mean any Person who or which is neither a Party nor an Affiliate of a Party.

"THIRD PARTY INDEMNIFIABLE CLAIM" shall have the meaning set forth in Section 10.4 herein.

"TPD" shall mean Canada's Therapeutic Products Directorate.

"TRANSACTION AGREEMENTS" shall mean this Agreement, the Supply Agreement, the Macrolane Side Letter, the Previous License Letter Agreement, the Guarantee and the Confidentiality Agreement.

"TRANSFER" shall mean any Change in Control or Volitional Change in Control of a Party or a transfer or assignment by a Party of its rights and obligations under this Agreement; provided, however, that for purposes of this Agreement the actions set forth in Section 2.1 hereof shall not be deemed to be a Transfer.

"USPTO" shall mean the United States Patent and Trademark Office.

"VOLITIONAL CHANGE IN CONTROL" shall mean (a) the disposition of all or substantially all of the outstanding shares, assets or business of a Party or Medicis on a

consolidated basis; or (b) any transaction or event (or series of transactions or events) as a result of which any Person (other than an Affiliate of such Party or Medicis), acting singly or as a part of a "partnership, limited partnership, syndicate or group" (within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended): (i) acquires (by purchase, merger, consolidation or otherwise) or for the first time controls or is able to vote (directly or through nominees, beneficial ownership, proxy or contract) fifty percent (50%) or more of the aggregate of all outstanding equity securities of a Party or Medicis; or (ii) acquires (by purchase, merger, consolidation or otherwise) equity securities of a Party or Medicis with the right to, or for the first time is otherwise able to, nominate or designate (directly or through nominees, beneficial ownership, proxy or contract) at least fifty percent (50%) of the nominees to the board of directors of such Party or Medicis, in each of (a) or (b),in the event that Licensor, Licensee or Medicis, as the case may be, was a party to the applicable transaction or of which the Board of Directors of Licensor, Licensee or Medicis, as the case may be, shall have approved.

"WEBSITE CONTENT" shall have the meaning set forth in Section 2.5.

1.2 Other Definitional Provisions.

(a) The words "HEREOF", "HEREIN", "HERETO" and "HEREUNDER" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement unless otherwise indicated.

(b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c) The term "INCLUDING" shall mean "INCLUDING, WITHOUT LIMITATION."

(d) When a reference is made in this Agreement to an Article, a Section or Schedule, such reference shall be to an Article of, a Section of or a Schedule to, this Agreement unless otherwise indicated.

ARTICLE II
LICENSE AND RESERVATION

2.1 Grant of Licenses to Licensee.

(a) Grant of License to Licensed Rights. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, effective as of the Closing Date, a payment bearing, exclusive (even as to Licensor and its Affiliates), nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to the Licensed Rights in the Field in the Territory (i) to market, use, distribute, import, offer for sale, sell, commercialize or otherwise dispose of, but not to make or have made, Licensed Products in the Territory, itself or to have such done on its behalf; (ii) to market, use, distribute, offer for sale, sell, commercialize or otherwise dispose of Licensed Products in the Territory via the Internet, itself or to have such done on its behalf, provided that any web site owned and operated by or on behalf of Licensee is directed solely to users in the Territory, and provided, further, that Licensee may only ship Licensed Products or direct promotional materials related thereto to locations within the Territory; and (iii) to conceive, but not develop, Improvements to the Licensed Rights

except that Licensee may develop Improvements and conduct clinical development (or have such development done on its behalf) only to the extent expressly provided herein and in Article VI of the Supply Agreement, provided with respect to (iii) herein that (x) Licensor remains the sole source of development work for Licensee unless otherwise provided herein or in Article VI of the Supply Agreement or Licensor is unable to provide Licensee with the research and development reasonably required by Licensee, in which case the Steering Committee shall select a contract laboratory to provide development work under Licensor's supervision and (y) Licensor retains ownership of all Improvements, as set forth in Section 2.3 herein, except as expressly provided herein and in Article VI of the Supply Agreement. For avoidance of doubt, Licensee acknowledges and agrees that the right to develop in accordance with Section 2.1(a)(iii) shall not include a right for Licensee to modify or develop changes to the formulation, primary packaging, or manufacturing processes for Licensed Products. Licensee shall not use the Licensed Rights outside the Territory for any purpose or in the Territory for any purpose other than as specifically authorized herein.

(b) Grant of License to Licensed Regulatory Data. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, effective as of the Closing Date, a payment bearing, exclusive (even as to Licensor and its Affiliates), nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license in the Field in the Territory to copy, reference and otherwise use the Licensed Regulatory Data, but only to the extent recommended or suggested by the FDA or TPD or as necessary or reasonably useful for the purpose of conducting clinical trials and obtaining and maintaining Regulatory Approvals for the Licensed Products in the Field in the Territory pursuant to this Agreement and the Supply Agreement.

(c) Limited Exception to Exclusivity. Notwithstanding the exclusive rights granted in Section 2.1(b), the Parties agree that Licensor and its Affiliates shall have the right to complete the clinical study in Canada titled * * * in progress as of the date hereof (the "CANADIAN STUDY"). For the avoidance of doubt, the data, materials and other results of the Canadian Study shall be owned by Licensor and deemed to be "Licensed Regulatory Data" for purposes of this Agreement without any additional consideration on the part of Licensee.

(d) Rights at End of Payment Term. As of the expiration of the Payment Term, the Licenses shall be deemed fully paid up and irrevocable (except as otherwise provided in Section 6.2) for the remainder of the Term.

2.2 Reservation of Rights. Other than as expressly stated herein or in the Previous License Agreement, Licensee shall have no other right to use or interest in the Licensed Rights or Licensed Regulatory Data. Specifically, Licensee shall not have any interest in any other patents, trademarks or other intellectual property owned, licensed, developed or controlled by Licensor, other than as expressly provided in this Agreement, the Previous License Agreement or other valid written agreements. Licensee undertakes not to make, market, use, import, offer for sale, sell or in any other way take any action to commercialize the Licensed Products, Licensed Regulatory Data or Licensed Rights outside the Territory. Each Party shall use commercially reasonable efforts to direct to the other Party customer requests for Licensed Products received through each Party's customer service that relate, in case of the Licensee, requests outside the Territory and, in the case of Licensor, requests in the Territory, in each case only to the extent

that such referral does not violate or conflict with any confidentiality obligations binding on the directing Party. The Parties intend that this Agreement shall not restrict Licensor's freedom to make, use, import, offer for sale, sell, practice or otherwise commercialize the Licensed Products, Licensed Regulatory Data or Licensed Rights (a) within the Field outside the Territory or
(b) outside the Field whether or not in the Territory. Except as specifically provided herein or in Article VI of the Supply Agreement, Licensee grants no rights of ownership, use or otherwise in Licensee's patents, trademarks, know-how or other intellectual property.

2.3 Ownership of Intellectual Property.

(a) Licensor's Ownership. Licensee acknowledges and agrees that, as between Licensee and Licensor, Licensor is the sole owner of the Licensed Rights and Licensed Regulatory Data and any Improvements to the Licensed Rights or Licensed Regulatory Data, including without limitation products in whole or in part based on, utilizing or otherwise incorporating the Licensed Rights or Licensed Regulatory Data, whether conceived, created or developed by Licensor or Licensee, except as expressly provided herein and in Article VI of the Supply Agreement. Licensee shall not directly or indirectly question, attack, contest, or in any other manner impugn the validity, enforceability, registration or Licensor's ownership of, or right to use the Licensed Rights and Licensed Regulatory Data and any Improvements thereupon (other than the Improvements owned by Licensee as expressly provided herein and in Article VI of the Supply Agreement), including without limitation products in whole or in part based on, utilizing or otherwise incorporating the Licensed Rights and Licensed Regulatory Data, nor shall Licensee willingly become an adverse party to Licensor in any Action contesting the validity or enforceability of, or Licensor's ownership of or rights in, the Licensed Rights and Licensed Regulatory Data, except that Licensee shall be permitted to be an adverse party in connection with a defensive counterclaim, and to assert any claim or defense in any Action based on any dispute arising out of or in connection with this Agreement, or the breach, termination, or invalidity hereof.

(b) Licensee's Ownership. Licensor acknowledges and agrees that, as between Licensor and Licensee, Licensee shall have the right to create, develop and acquire (itself or to have such done on its behalf) and own all right, title and interest, and goodwill as applicable, in the following that are created, developed or acquired by or on behalf of Licensee (and, to the extent that any of the following constitute Improvements to the Licensed Rights or Licensed Regulatory Data, such Improvements):

(i) "TERRITORY SPECIFIC MATERIALS" which shall mean: (A) trademarks and trade dress for or utilized with the Licensed Products in the Territory (including, for the avoidance of doubt, the mark "SUBQ" or any mark containing the term "SUBQ"), but excluding the Licensor trademarks used in accordance with Section 3.2(a) e.g., NASHA or Licensor corporate identifier; (B) website content for the Licensed Products in the Territory; and (C) marketing, sales and promotional materials for the Licensed Products in the Territory, including Advertising and Promotional Labeling;

(ii) * * *

(iii) Improvements conceived by Licensee that are not in whole or in part based on, do not utilize or do not otherwise incorporate, the Licensed Rights or Licensed Regulatory Data.

For avoidance of doubt, Licensee acknowledges and agrees that Licensee's ownership of the Improvements and materials included in the Territory Specific Materials or Licensee Regulatory Materials does not imply ownership of the Licensed Rights or Licensed Regulatory Data or any other Improvements or materials. Licensor shall not directly or indirectly question, attack, contest, or in any other manner impugn the validity, enforceability, registration or Licensee's ownership of, or right to use the Territory Specific Materials or Licensee Regulatory Materials nor shall Licensor willingly become an adverse party to Licensee in any Action contesting the validity or enforceability of, or Licensee's ownership of or rights in, the Territory Specific Materials or Licensee Regulatory Materials, except that Licensor shall be permitted to be an adverse party in connection with a defensive counterclaim, and to assert any claim or defense in any Action based on any dispute arising out of or in connection with this Agreement, or the breach, termination, or invalidity hereof.

(c) Joint Ownership. The following Improvements shall be jointly owned by the Parties: (i) Improvements to the Licensed Rights, Licensed Regulatory Data or Licensee Regulatory Materials that the Parties' designees on the Steering Committee mutually agree shall be jointly owned by the Parties for the purpose of avoiding prior art status, under 35 U.S.C. ss. 102(e), and (ii) clinical data developed by the Parties that the Parties' designees on the Steering Committee mutually agree shall be jointly owned pursuant to Article VI of the Supply Agreement (the "JOINTLY OWNED IMPROVEMENTS").

2.4 Improvements.

(a) Rights to Improvements. Notwithstanding the foregoing, any Improvements to the Licensed Rights or Licensed Regulatory Data, including Licensor's undivided interest in the Jointly Owned Improvements, made by or for Licensor during the Term (other than the Improvements owned by Licensee as expressly provided herein and in Article VI of the Supply Agreement) shall be made available to Licensee and be deemed included within the scope of the Licensed Rights or Licensed Regulatory Data, as applicable, without any additional consideration on the part of Licensee. Without limiting the generality of the foregoing and except for the Improvements owned by Licensee as expressly provided herein and in Article VI of the Supply Agreement, Licensee agrees not to, and not to assist any Third Party to, apply to register or register title to any intellectual property rights in the Licensed Rights or Licensed Regulatory Data or any Improvements thereupon, including Improvements to Licensed Products that are, in whole or in part, based on, utilizing or otherwise incorporating the Licensed Rights or Licensed Regulatory materials, except for the Improvements owned by Licensee as expressly provided herein and in Article VI of the Supply Agreement.

(b) Certain Improvements Relating to * * *. If, in order to obtain * * * for the Licensed Products, Licensor develops an Improvement to the Licensed Products for * * * use and such Improvement has an average particle size larger than * * *, then such Improvement will be deemed a Licensed Product under this Agreement and the Supply Agreement notwithstanding its average particle size or any other provision of this Agreement or the Supply Agreement to the

contrary, and the definition of "Licensed Product" herein and in the Supply Agreement and Section 2.1(a) hereof shall be automatically amended as necessary to include such Improvement, provided, however that in the event * * * are achieved with a Licensed Product having an average particle size equal to or less than * * *, this Section 2.4(b) shall not apply and shall be of no force or effect. For the avoidance of doubt, nothing in this Section 2.4(b) or this Agreement is intended to require Licensor to develop an Improvement to the Licensed Products having an average particle size larger than * * *.

(c) Grant Back License Outside the Territory. Subject to the terms and conditions of this Agreement and to the extent that Licensee has the right to grant license rights therein, Licensee grants to Licensor, effective as of Closing Date, a fully paid-up, exclusive outside the Territory for all purposes, nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to make, market, use, distribute, import, offer for sale, sell, commercialize or otherwise dispose of (i) all of the Territory Specific Materials, except for the trademarks and trade dress for the Licensed Products specified in Section 2.3(b)(i)(A) and the website content specified in Section 2.3(b)(i)(B); (ii) all of the Licensee Regulatory Materials except for the Regulatory Approvals and Opt Out Data; and (iii) Licensee's undivided interest in the Jointly Owned Improvements. For the avoidance of doubt, subject to the terms and conditions of this Agreement and to the extent that Licensee has the right to grant license rights therein, Licensee grants to Licensor, effective as of Closing Date, a fully paid-up, exclusive outside the Territory for all purposes, nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to make, market, use, distribute, import, offer for sale, sell, commercialize or otherwise dispose of the Licensee Regulatory Materials (except for the Regulatory Approvals and Opt Out Data), including, for the avoidance of doubt, the regulatory and clinical data and materials generated in accordance with
Section 6.3(b)(iii) of the Supply Agreement.

(d) Grant Back License Inside the Territory Outside the Field. Subject to the terms and conditions of this Agreement and to the extent that Licensee has the right to grant license rights therein, Licensee grants to Licensor, effective as of Closing Date, a fully paid-up, exclusive inside the Territory outside the Field, nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to make, market, use, distribute, import, offer for sale, sell, commercialize or otherwise dispose of (i) all of the Licensee Regulatory Materials except for the Regulatory Approvals and Opt Out Data; and (ii) Licensee's undivided interest in the Jointly Owned Improvements. For the avoidance of doubt, subject to the terms and conditions of this Agreement and to the extent that Licensee has the right to grant license rights therein, Licensee grants to Licensor, effective as of Closing Date, a fully paid-up, exclusive inside the Territory outside the Field, nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to make, market, use, distribute, import, offer for sale, sell, commercialize or otherwise dispose of the Licensee Regulatory Materials (except for the Regulatory Approvals and Opt Out Data) including, for the avoidance of doubt, the regulatory and clinical data and materials generated in accordance with Section 6.3(b)(iii) of the Supply Agreement.

(e) Grant Back License to the Opt Out Data. Subject to the terms and conditions of this Agreement and to the extent that Licensee has the right to grant license rights therein, Licensee grants to Licensor, effective as of Closing Date, a fully paid-up, exclusive inside the

Territory outside the Field and outside the Territory, nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to access and use the Opt Out Data solely for the purpose of complying with the safety reporting requirements of the FDA, TPD, or an equivalent regulatory body in a country outside the Territory; provided, that the Opt Out Data shall not include data or information owned by Third Parties or that Licensee is under an obligation at law or to Third Parties not to disclose (e.g., protected patient identification information). For purposes of the preceding sentence, "Third Party" shall not include contract laboratories or other agents acting on behalf of Licensee or its Affiliates. Notwithstanding the foregoing, with respect to data or information owned by Third Parties or that Licensee is under an obligation to Third Parties not to disclose, Licensee shall use commercially reasonable efforts to cause such Third Parties to provide letters of authorization granting necessary rights of reference or permission to disclose (e.g., to their confidential information).

2.5 Website Content and URLs.

(a) Cross License. To the extent a Party or an Affiliate of a Party has the right to grant licenses to the content for its website that describes a Licensed Product ("WEBSITE CONTENT"), such Party grants the other Party, effective as of the Closing Date, a fully paid-up, non-exclusive, nonsublicensable (except as permitted in Section 12.1) and nonassignable (except as permitted in Section 12.1) license to use such Website Content in connection with the marketing, offering for sale, and distribution of the Licensed Products, which license shall include the right to copy, prepare derivative works and publicly display such Website Content. The licensor of such Website Content shall in all instances act reasonably to provide materials embodying the Website Content to the licensee of such content and in allowing the licensee of the Website Content to display such content as provided in all cases at the licensee's reasonable request and sole expense. Prior to copying the Website Content of the other Party or its Affiliates, the licensee of the Website Content shall send the licensor an email describing the Website Content it wants to copy, and the licensor shall, within five (5) Business Days, provide the licensee with its commentary, updates and notes, if any, on the Website Content identified in the licensee's email.

(b) Conditions to License. The license granted to Licensee in Section 2.5(a) is subject to the conditions that (i) any website owned or operated by or on behalf of Licensee that displays Website Content (A) is directed solely to users in the Territory, and (B) contains a prominent disclaimer to the effect that any Website Content is directed solely to users in the United States or Canada; (ii) any website owned or operated by or on behalf of Licensor that displays Website Content (A) is directed solely to users outside the Territory, and (B) contains a translation of Licensee's Website Content into a language other than the English language or a prominent disclaimer to the effect that any Website Content written in the English language is not directed to users in the United States or Canada.

(c) Access to Websites. It is understood and agreed that it shall not be a breach of this Section 2.5 if (i) users outside the Territory are able to gain access to websites owned or operated by or on behalf of Licensee, provided that Licensee does not take any affirmative measures to target such users and takes commercially reasonable measures to respond only to users located within the Territory, for example, by declining to provide additional information to users who identify themselves as being located outside the Territory, or (ii) users in the Territory

are able to gain access to websites owned or operated by or on behalf of Licensor, provided that Licensor does not take any affirmative measures to target such users and takes commercially reasonable measures to respond only to users located outside the Territory, for example, by declining to provide additional information to users who identify themselves as being located in the Territory. Licensor and Licensee shall ensure that their respective websites substantially comply with the applicable FDA and the applicable TPD requirements. Licensor shall not, and shall cause its licensees not to, register or use (i) any Licensee Mark in any URL or domain name, or (ii) any trademark for a Licensed Product in any URL or domain name that contains the international extension ".us" (for the United States) or ".ca" (for Canada).

ARTICLE III
OBLIGATIONS

3.1 Diligence Efforts.

(a) Diligence Obligations of the Parties. Licensee shall use commercially reasonable efforts to obtain Regulatory Approvals for the Licensed Products in the Territory, to bring Licensed Products to market, and to maximize sales of Licensed Products in the Territory. At a minimum, it is Licensee's obligation under this Section 3.1(a) to adopt and implement efforts to bring Licensed Products to market and to maximize sales for each Licensed Product hereunder that are reasonably equivalent to the sales and other efforts and sales strategies adopted and implemented by Licensee's Affiliate pursuant to the Previous License Agreement with regard to the launch and ongoing sales efforts for Restylane;(TM) provided, however, that Licensee may adjust its efforts under this Agreement to account for the differences in the products and the market opportunities therefor. In the event the product currently marketed in Europe under the trademark Restylane SubQ does not meet the requirements of * * *, Licensor shall use commercially reasonable efforts to develop at least one Licensed Product having * * *.

(b) Diligence Default. In the event that Licensor believes that Licensee has committed a material breach of its obligations under Section 3.1(a) for a particular Licensed Product and Licensor provides Licensee with written notice of such alleged material breach, and Licensee thereafter fails to effect a cure of such alleged material breach within thirty (30) days of receipt of the written notice from Licensor, Licensor may invoke the dispute resolution procedures set forth in Article XI. If, in a final arbitral decision, the arbitral tribunal determines that Licensee has committed a material breach of its obligations in Section 3.1(a) with respect to a particular Licensed Product (a "DILIGENCE DEFAULT"), Licensor shall have the exclusive remedies specified in Sections 3.1(c) and 3.1(d).

(c) Termination of Exclusive Rights. In the event a Diligence Default has occurred, Licensor may (i) terminate the exclusive rights granted in Section 2.1 hereof for that particular Licensed Product by sending written notice of such termination to Licensee, and (ii) obtain a duplicate PMA Approval with respect to such Licensed Product in accordance with Section 3.1(d) only for purposes of obtaining and maintaining approval to market and distribute such Licensed Product in the Territory. If Licensor terminates the exclusive rights granted in
Section 2.1 hereof for a particular Licensed Product, such license with respect to such Licensed Product shall continue in effect but shall become nonexclusive with regard to such Licensed Product only.

(d) Duplicate PMA Approvals.

(i) For purposes of this Section 3.1(d), "Licensor" shall refer to "Licensor or its licensee." The procedure for obtaining duplicate PMA Approvals in the event of a Diligence Default shall be as follows:

(A) Pursuant to the FDA's existing procedure, Licensor shall prepare and file a complete original PMA Application based upon a right of reference to the information in Licensee's Regulatory Approvals for the nonexclusive Licensed Product. Licensee shall cooperate fully to ensure that such PMA Application is complete, accurate and acceptable for filing under 21 C.F.R. ss. 814.12. Licensee shall promptly provide all necessary letters of authorization granting rights of reference, shall use commercially reasonable efforts to cause Third Parties to provide letters of authorization granting necessary rights of reference (e.g., to their Master Files) and otherwise shall use commercially reasonable efforts to enable Licensor to fully comply with and pursue the FDA requirements for obtaining duplicates of the original PMA Approvals in accordance with the terms of this Agreement. Licensee shall promptly cooperate with Licensor's efforts and the FDA procedures as reasonably requested by Licensor and as necessary to obtain such duplicate PMA Approvals.

(B) The FDA generally refers to the foregoing procedure as licensing of a PMA Approval, with the owner of the original Regulatory Approval as the licensor and the owner of the newly issued PMA Approval as the licensee. These terms are not used in this Section 3.1(d) in order to avoid confusion with this Agreement and terms related hereto.

(ii) Upon the completion of the procedures referenced in Section 3.1(d)(i), above: (A) Licensor shall have irrevocable ownership of its duplicate Regulatory Approvals for the sole purpose of marketing and distributing the nonexclusive Licensed Product and (B) Licensor's distribution (or distribution by its other licensees and/or agents) of such nonexclusive Licensed Products in the United States shall be conducted under the Regulatory Approvals that Licensor owns.

(iii) As applicable, both Parties shall provide all necessary letters of authorization granting rights of reference, shall use commercially reasonable efforts to cause Third Parties to provide letters of authorization granting necessary rights of reference (e.g., to their Master Files) and otherwise shall cooperate fully in complying with the FDA requirements for obtaining duplicate PMA Approvals in accordance with the terms of this Agreement.

(e) Exclusive Remedies. The remedies specified in Sections 3.1(b), 3.1(c) and 3.1(d), shall be the exclusive remedy in the event of a Diligence Default notwithstanding any other rights, powers, remedies and privileges that may be available to Licensor under this Agreement (including, without limitation, Article X hereof), the Transaction Agreements or Laws of any Governmental Authority. If, following a Diligence Default, the exclusive license rights granted in Section 2.1 hereof for a particular Licensed Product become nonexclusive in accordance with

Section 3.1(c), Licensee shall have no further obligations under Section 3.1(a) for that Licensed Product.

3.2 Markings and Trade Dress.

(a) Licensee shall use commercially reasonable efforts to substantially comply with all patent marking and placement of corporate identifiers and identifiers of NASHA technology on the packaging and package inserts of the Licensed Products as required by applicable Law in the U.S. and Canada. Licensee shall use and display on all packaging and package inserts of the Licensed Products Licensor corporate identifiers and identifiers of NASHA technology that are reasonably requested by Licensor and are of a size, format and location appropriate for said packaging as reasonably determined by Licensee, provided that such identifiers shall be displayed in a reasonably prominent manner. Licensee shall not use or display Licensor's corporate identifiers or identifiers of NASHA technology other than on promotional literature, packaging and package inserts, without Licensor's express written consent, and in any event shall not use or display Licensor's corporate identifiers or identifiers of NASHA technology in a manner inconsistent with Licensor's use and display thereof. It shall not be considered a breach by Licensee of this Section 3.2 if, through inadvertence or Third Party error, such identifiers are not, or are incorrectly, displayed on a small number of promotional literature, packages or package inserts of the Licensed Products.

(b) Licensee shall have the right to adopt, own for registration and use for Licensed Products, in each case solely in the Territory, (i) trademarks owned or controlled by Licensor and used to brand the Licensed Products outside the Territory or trademarks substantially similar thereto (the "LICENSOR MARKS) and/or the trade dress owned or controlled by Licensor and used in connection with the Licensed Products outside the Territory, or trade dress substantially similar thereto (the "LICENSOR TRADE DRESS"); or (ii) trademarks distinctive to Licensee, provided such trademarks are not confusingly similar to the Licensor Marks existing and publicly known (the "LICENSEE MARKS) and/or trade dress distinctive to Licensee, provided such trade dress is not confusingly similar to the Licensor Trade Dress existing and publicly known (the "LICENSEE TRADE DRESS") and provided further that Licensee (x) shall bear its own expenses with regard to adoption or modification of Licensee Marks and Licensee Trade Dress, and (y) shall not adopt a Licensee Trade Dress which is incompatible with or unduly burdensome on Licensor's packaging or other equipment. For the avoidance of doubt, Licensee may adopt any combination of the foregoing (e.g., the Licensee Marks with the Licensor Trade Dress or the Licensor Marks with the Licensee Trade Dress).

(c) In the event that Licensee adopts the Licensor Marks to brand and market the Licensed Products in the Territory, the Parties agree that Licensor shall, and shall cause its Third Party licensees to, refrain from adopting new trademarks, or changing or modifying the existing trademarks, for any product of Licensor that is distributed inside the Territory (either inside or outside the Field) in a way as to make it confusingly similar to the marks adopted by Licensee, provided that Licensor shall be free to change, modify or adapt its trademarks used in connection with its products outside the Territory, even if such changes, modifications or adaptations result in trademarks that are confusingly similar to the trademarks used by Licensee in connection with Licensed Products within the Territory.

(d) In the event that Licensee elects to adopt the Licensor Trade Dress for use in connection with the Licensed Products in the Territory, the Parties agree that each Party shall be free to change, modify or adapt its trade dress used in connection with its products, even if such changes, modifications or adaptations result in trade dress that is confusingly similar to the trade dress used by the other Party in connection with its products; provided however Licensor shall, and shall use commercially reasonable efforts to cause its Third Party licensees to, refrain from modifying the Licensor Trade Dress in a way identical to Licensee's modifications of Licensor Trade Dress adopted by the Licensee.

(e) In the event that Licensee adopts the Licensee Marks or Licensee Trade Dress to brand and market the Licensed Products in the Territory, the Parties agree that Licensor shall, and shall cause its Third Party licensees to, refrain from adopting new trademarks or trade dress or changing or modifying the existing trademarks or trade dress, for any product of Licensor that is distributed either in or outside the Territory in a way as to make it identical or confusingly similar to the Licensee Marks or Licensee Trade Dress.

3.3 Protection of Intellectual Property. Licensee shall take such action as Licensor reasonably requests in writing, at Licensor's expense except as otherwise determined by the Steering Committee in accordance with the Supply Agreement, to assist Licensor in obtaining, registering and perfecting the Licensed Rights and disclosing pertinent information and executing documents in connection therewith.

3.4 Compliance With Relevant Law. Licensor and Licensee shall each comply in all material respects with all applicable Laws that pertain to the activities for which Licensor and Licensee are each responsible under this Agreement.

3.5 Prosecution and Maintenance of Licensed Patents. Subject to the terms and conditions of this Agreement, Licensor shall use reasonable best efforts to prosecute and maintain all Licensed Patents in the Territory in Licensor's name in accordance with the applicable terms set forth herein. Except as otherwise set forth in Section 4.2 herein with respect to Actions for the infringement, misappropriation or impairment of or damage to the Licensed Rights, Licensor shall be responsible for all actions and costs associated with maintaining the enforceability and validity of the Licensed Patents, and paying maintenance fees and/or annuities, and all other costs required to maintain the Licensed Patents. Licensor shall use reasonable best efforts to prosecute each of the Licensed Patents either to issuance or until administrative appeals to the Board of Patent Appeals and Interferences or its Canadian equivalent are exhausted. Except as provided in Section 3.7 herein with regard to patent applications requested by Licensee, the preparation and filing of any new patent applications shall be entirely and solely at Licensor's discretion.

3.6 Correspondence Relating to Patent Prosecution. Licensor shall deliver to Licensee, or counsel designated by Licensee, copies of all non-privileged correspondence to and from the USPTO and CIPO relating to the Licensed Patents in the Territory, as well as all non-privileged correspondence with the World Intellectual Property Organization relating to any International Application designating the United States or Canada, and all non-privileged correspondence with any national or regional patent office containing any information that may reasonably be material to the validity, scope or enforceability of the Licensed Patents, relating to

applications corresponding to or claiming priority with or from the Licensed Patents. Such correspondence shall be delivered promptly after the origination or receipt of such correspondence. With respect to the Licensed Patents, Licensee or counsel designated by Licensee shall have the right to submit comments on such correspondence to Licensor within fifteen (15) Business Days after Licensor sends such correspondence to Licensee or counsel designated by Licensee. If Licensee or counsel designated by Licensee timely submits comments to Licensor, and subject always to the best judgment of Licensor and its counsel, Licensor shall use commercially reasonable efforts to incorporate all reasonable comments in its further correspondence with the USPTO or CIPO, provided incorporation of the comments would not unreasonably delay, burden or increase the expense of the prosecution of pending patent applications.

3.7 Divisional, Continuation and New Patent Applications. From time to time Licensee may desire that Licensor file a divisional, continuation or new application for patent in the Territory embodying an invention conceived by Licensee and in whole or in part based on, utilizing or otherwise incorporating the Licensed Rights. In such circumstances, Licensee shall submit to the Steering Committee, in accordance with the Supply Agreement, a request for patent filing detailing the invention, the effect of the invention on the commercialization of the Licensed Products in the Territory (if any) and any information known to Licensee regarding the novelty, non-obviousness and general patentability of the invention (a "PATENT REQUEST"). Licensee and Licensor shall cause their respective designees on the Steering Committee, in accordance with the Supply Agreement, to decide whether or not to approve the Patent Request, taking into consideration both any effect on the commercialization of the Licensed Products in the Territory and the patentability of the invention proposed for patenting. If the Steering Committee in accordance with the Supply Agreement approves a Patent Request, Licensor shall use commercially reasonable efforts to timely file a patent application based on the invention detailed therein and to diligently prosecute such application to issuance, provided that Licensee shall pay all reasonable costs related to any patent application filed pursuant to a Patent Request and any patent that issues therefrom to the extent the application and patent relate exclusively to the Territory. To the extent the application and any patent that issues therefrom are relevant to the worldwide market, Licensee and Licensor shall cause their respective designees on the Steering Committee to determine the appropriate allocation of cost as between Licensee and Licensor. Notwithstanding Licensee's payment of prosecution and maintenance fees, any patent application embodying an invention in whole or in part based on, utilizing or otherwise incorporating the Licensed Rights, filed pursuant to a Patent Request, or otherwise, and any patent that issues therefrom shall be owned in its entirety by Licensor unless the Parties' designees on the Steering Committee mutually agree that such application or patent shall be jointly owned for the purpose of avoiding prior art status, such as under 35 U.S.C. ss. 102(e). For the avoidance of doubt, the Parties intend that Licensee has the right, on its own and at its sole expense, to prosecute patents based on its own inventions to the extent, and only to the extent, such inventions are not in whole or in part based on, do not utilize, and do not otherwise incorporate the Licensed Rights.

3.8 March In Rights. If and only if Licensor is unwilling or unable due to Licensor's bankruptcy, insolvency, appointment of receiver or similar proceeding to maintain the Licensed Patents to the extent relevant to the Licensed Products in the Territory, Licensee shall have the

right to prosecute and maintain such Licensed Patents in the Territory, provided that in all events, ownership of all rights in and to such Licensed Patents shall remain with Licensor.

3.9 Provision of Licensor Information and Access to Licensor Employees.

(a) Licensor shall, promptly after the Closing Date and at Licensee's sole expense, use commercially reasonable efforts to deliver to Licensee documentation of (1) the Licensed Know-How and Licensed Regulatory Data to the extent such documentation (i) exists and (ii) is not subject to confidentiality restrictions preventing its disclosure to Licensee and (2) any material published by Licensor related to the Licensed Products, including but not limited to marketing and sales materials, to the extent such documentation (i) exists and (ii) is reasonably requested by Licensee for its use in the marketing, use, distribution, importation, offering for sale, sale, commercialization or other disposition of the Licensed Products in the Territory. Licensor shall use commercially reasonable efforts to supplement such documentation when new documentation reflecting the Licensed Know-How or Licensed Regulatory Data becomes available to Licensor. For the avoidance of doubt, Licensor shall have no obligation to author, create or produce initial or supplemental documentation to the extent such documentation does not otherwise exist, but Licensor agrees to share with Licensee such documentation related to the marketing, use, distribution, importation, offering for sale, sale, commercialization or other disposition of the Licensed Products in the Territory as now exists or is hereafter created, other than documentation that Licensor is under an obligation to unrelated Third Parties not to disclose, such as patient data. All such documentation shall be provided by Licensor to the Licensee in the form of one copy only in the English language or in another language if no English copy exists.

(b) From time to time Licensor shall use commercially reasonable efforts to provide Licensee reasonable access, at Licensee's sole expense, to relevant employees designated by Licensor as having knowledge of Licensed Know-How or Licensed Regulatory Data that are not reduced to writing and is reasonably requested by Licensee for its use in the marketing, use, distribution, importation, offering for sale, sale, commercialization or other disposition of the Licensed Products in the Territory, to allow Licensee to meet and interview such employees to enable Licensee to better practice the Licenses granted under
Section 2.1, provided that, if not otherwise agreed between the Parties, (i) the total of such meetings shall be limited to no more than five (5) days per annum or, in any year in which Licensee shall Launch a Licensed Product, no more than ten (10) days per annum, of which no more than two (2) days at a time shall be consecutive; (ii) such meetings shall occur upon not less than thirty (30) days' prior notice to Licensor; (iii) such meeting shall only be conducted during normal business hours; and (iv) such meetings shall not unreasonably disrupt or interfere with Licensor's normal operations. For the avoidance of doubt, meeting of the Steering Committee shall not be counted in the calculations set forth in this Section 3.9(b).

3.10 Policing of Products.

(a) The Parties shall use commercially reasonable efforts to police the Licensed Products and their channels of trade to ensure that (i) Licensor and its Affiliates, licensees or designees do not sell, offer for sale, import, market, distribute or have distributed, or otherwise dispose of Licensed Products within the Territory; and (ii) Licensee and its Affiliates, licensees

or designees do not sell, offer for sale, import, market, distribute or have distributed, or otherwise dispose of Licensed Products outside the Territory.

(b) The Parties shall use commercially reasonable efforts to police their products to ensure that (i) products sold by Licensor and its Affiliates, licensees or designees, other than Licensed Products sold by Licensee and its Affiliates, licensees or designees, are not used in the Field in the Territory; and (ii) Licensed Products sold by Licensee and its Affiliates, licensees or designees are not used outside the Field in the Territory (in either case an "OUT-OF-FIELD USE"). In the event that either Party (the "COMPLAINING PARTY") believes that products sold by the other Party (the "RESPONSIBLE PARTY") or its Affiliates, licensees or designees in the Territory have been or are being used for an Out-of-Field Use, the Complaining Party shall present the Responsible Party with the full, complete and most probative evidence of such Out-of-Field Use available to the Complaining Party. If, after review of the proof presented by the Complaining Party, the Responsible Party agrees that products sold by itself or its Affiliates, licensees or designees in the Territory have been or are being used for an Out-of-Field Use, such Responsible Party shall compensate the Complaining Party for the lost profits suffered by the Complaining Party due to the Out-of-Field Use of products sold directly by such Responsible Party or its Affiliates, licensees or designees in the Territory. If, after review of the proof presented by the Complaining Party, the Responsible Party refuses to compensate the Complaining Party for its lost profits in accordance with this
Section 3.10(b), the Parties shall submit their claims to arbitration in accordance with the dispute resolution provisions of Article XI herein.

3.11 Tax Certificate. Licensor shall provide Licensee with a properly executed and valid Form W-8BEN and shall continue to update such Form W-8BEN throughout the Term of this Agreement in accordance with U.S. Treasury Regulation 1.1441-1(e)(4)(ii).

3.12 Other Agreements. Within thirty (30) days of the Closing Date, Licensor shall deliver to Licensee a draft trademark license agreement pursuant to which Licensee will receive a fully paid license to use the "NASHA" mark. Following the Closing Date and prior to the date that the first Milestone Payment is due in accordance with Article VIII hereof, the Parties shall execute and deliver all documents, instruments and certificates required in connection with establishing the Account contemplated by Section 8.2(a).

3.13 Non-Compete Undertaking of Licensee.

(a) During the Non-Compete Period (as defined below), Licensee agrees that it will not sell, or enter into definitive agreements to sell, a Competing Product. As used in this Section 3.13, the term "COMPETING PRODUCT" shall mean a product for * * *.

(b) As used in this Section 3.13, the term "NON-COMPETE PERIOD" shall mean * * *.

ARTICLE IV
INFRINGEMENT OF LICENSED RIGHTS

4.1 Obligations. Each Party shall promptly notify the other Party in writing of any actual or potential infringement, misappropriation or impairment of or damage to the Licensed Rights, or threatened Action against a Party that the Party's acts under or related to the Licensed Rights infringe, misappropriate, impair or otherwise damage the intellectual property rights of a Third Party, of which the Party is or becomes aware.

4.2 Actions. Licensor shall have the exclusive right to bring an Action for the infringement or misappropriation or impairment of or damage to the Licensed Rights and shall use all reasonable, diligent efforts to pursue parties who have infringed, misappropriated, impaired or otherwise damaged the Licensed Rights known to Licensor or identified in writing to Licensor by Licensee. Licensor shall bear all expenses, have complete control over, and recover all proceeds, settlements and damages with respect to any such Action, provided that, if such infringement, misappropriation, impairment or damage is due in whole or in part to the actions or inactions of Licensee, Licensee shall reimburse Licensor for such expenses, including reasonable attorney's fees and expenses, in proportion to the degree to which Licensee's actions or inactions contributed to such infringement, misappropriation, impairment or damage. Licensee agrees to cooperate fully with Licensor at Licensor's expense in any such Action, and to be joined as a party in such Action where required by Law. If Licensor fails to provide Licensee with evidence reasonably sufficient to Licensee that Licensor has undertaken demonstrable and reasonable efforts to abate and investigate an infringement, misappropriation, impairment or damage reported by Licensee in writing to Licensor within sixty (60) days after it receives a written request from Licensee to do so, or if Licensor fails to bring an Action in the Field in the Territory to abate an infringement, misappropriation, impairment or damage within ninety (90) days after it receives a written request from Licensee to do so, or if Licensor discontinues the prosecution of any such Action after filing, Licensee may, in its discretion, undertake such Action as it deems necessary to enforce the Licensed Rights. In such case, Licensee shall bear all expenses and recover all proceeds, settlements and damages with respect to any such Action, and Licensor shall assist Licensee, upon Licensee's request, at Licensee's sole expense in taking any action to enforce the Licensed Rights and shall consent to be joined as a party in such Action where required by Law. In any Licensee-brought Action, Licensee shall promptly send to Licensor a true copy of any and all notices or communications between Licensee and the Third Party infringer as well as a true copy of any and all pleadings, motions or other filings in or related to the Action. To the extent that there are communications not in writing, Licensee shall periodically, but at least monthly, provide to Licensor a report of all material communications bearing upon the current status of the dispute as between Licensee and the Third Party infringer, and any steps bearing upon resolution of that dispute. In no event shall either Party settle any Action referred to in this Section 4.2 with any Third Party, which settlement would materially affect any of the rights of the other Party (as determined by that Party in its reasonable discretion) under this Agreement, without the prior approval of the other Party, which approval shall not be unreasonably withheld or delayed.

ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that:

(a) Corporate Organization and Authority. Licensor is a company duly organized, validly existing and in good standing under the Laws of the Kingdom of Sweden and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensor of this Agreement, the performance by Licensor of its obligations hereunder, and the consummation by Licensor of the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by Licensor and, assuming the due authorization, execution and delivery hereof by Licensee, constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application relating to or affecting enforcement of creditors' rights and Laws concerning equitable remedies.

(b) No Conflict. The execution, delivery and performance by Licensor of this Agreement and the consummation by Licensor of the transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both, violate, conflict with or cause a breach or termination of or constitute a default under (i) the provisions of any Law applicable to Licensor or its properties or assets; (ii) the provisions of the constituent organizational documents or other governing instruments of Licensor; (iii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Licensor is a party or by which Licensor, the Licensed Products, the Licensed Regulatory Data or the Licensed Rights are bound or subject; or (iv) any judgment, decree, order or award of any court or Governmental Authority applicable to Licensor or its properties or assets.

(c) Governmental and Third Party Consents. No consent, approval, exemption or authorization is required to be obtained from, no notice is required to be given to and no filing is required to be obtained from, any Third Party or Governmental Authority by virtue of the execution and delivery of this Agreement.

(d) Litigation. Except as set forth in Schedule 5.1(d), (i) there are no Actions pending, or to Licensor's or its Affiliates' knowledge threatened, which could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the prospects or condition of the Licensed Products, Licensed Regulatory Data or the Licensed Rights nor (ii) to Licensor's or its Affiliates' knowledge, do circumstances exist which are reasonably likely to result in any Action of the kind described in clause (i) above.

(e) Licensor Know-How and Licensed Regulatory Data. The Licensed Know-How and Licensed Regulatory Data, to the extent constituting or containing trade secret information, are not, as of the date hereof, readily ascertainable by proper means by those who can obtain economic value from its knowledge or use and Licensor has taken steps reasonable under the circumstances to ensure that the Licensed Know-How and Licensed Regulatory Data, to the extent constituting or containing trade secret information, have been maintained in confidence.

(f) Licensed Rights and Licensed Regulatory Data. Licensor is the sole and exclusive owner of, and has all rights, title and interest in and to, or has the exclusive right to license the Licensed Rights and the Licensed Regulatory Data in the Territory. No Actions are pending, or to Licensor's or its Affiliates' knowledge threatened against Licensor alleging the

Licensed Rights or Licensed Regulatory Data in any respect are an infringement, misappropriation or impairment or have otherwise caused damage to any Third Party or any Third Party's intellectual property rights, or that challenge Licensor's ownership of, or the enforceability or validity of the Licensed Rights or Licensed Regulatory Data. To the best of Licensor's or its Affiliates' knowledge after due inquiry, the Licensed Rights and Licensed Regulatory Data do not and will not infringe, constitute a misappropriation or impairment of or otherwise cause damage to or interfere with any patent, copyright, trademark, design right or other intellectual property rights of any other Person in the Territory. Licensor has complied and will, during the Term, comply in all material respects with all provisions of the patent acts, regulations, and statutes regarding the procurement and maintenance of, all Licensed Rights and Licensed Regulatory Data in the Territory. Licensor is in compliance and will, during the Term, remain in compliance with that certain settlement agreement dated September 28, 1999, between Licensor and Biomatrix, Inc. in settlement of Civil Case #99-CV-2021 in the U.S. District Court for the District of New Jersey (Newark), Biomatrix, Inc. v. Bengt Agerup, et al., Filed May 3, 1999. Licensor has not specifically admitted that any claim of an unexpired patent or pending patent application included within the Licensed Patents is invalid or unenforceable through reissue, disclaimer (other than that in U.S. Patent No. 5,827,937 and Canadian Patent Application No. 2,226,488, wherein a disclaimer has been filed with respect to claim 4) or otherwise. Licensor has adopted and will use measures reasonable under the circumstances to enforce non-disclosure and confidentiality policies and has obtained agreements from employees, consultants and others relating to such matters that are reasonable under the circumstances to protect its rights in and to the Licensed Rights and Licensed Regulatory Data.

(g) Third Party Rights. Neither Licensor nor its Affiliates have granted to any Third Party or Affiliate any rights or licenses or have otherwise taken any action that conflicts with or materially adversely affects the rights and Licenses granted to Licensee under this Agreement and will not grant any such rights or licenses to any Third Party during the Term.

(h) Schedules. All schedules in this Agreement are complete and correct. Schedule A contains a complete and correct list of all U.S. and Canadian patents and patent applications owned by Licensor or any of its Affiliates that cover the marketing, manufacture, use, distribution, importation, offering for sale, sale, commercialization or other disposition of the Licensed Products in the Field in the Territory.

(i) Government Authority. Neither Licensor nor any of its Affiliates is aware of any Action or pending or threatened Action by any Governmental Authority, including, but not limited to, the TPD (as defined in the Supply Agreement) or FDA, that would prohibit or disapprove of the sale of the Licensed Products in the Territory. Licensor is not aware that any Governmental Authority, including, but not limited to, the TPD and FDA, would have a basis for prohibiting or not approving the sale of the Licensed Products in the Territory.

(j) Trademarks. Neither Licensor nor any of its Affiliates has, directly or indirectly, registered, or filed applications for the registration of, the mark "SUBQ" or any mark containing the term "SUBQ" with any Governmental Authority in the Territory.

5.2 Representations and Warranties of Licensee. Licensee represents and warrants

to Licensor that:

(a) Corporate Organization and Authority. Licensee is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Licensee of this Agreement, the performance by Licensee of its obligations hereunder, and the consummation by Licensee of the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by Licensee and, assuming the due authorization, execution and delivery hereof by Licensor, constitutes a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application relating to or affecting enforcement of creditors' rights and Laws concerning equitable remedies.

(b) No Conflict. The execution, delivery and performance by Licensee of this Agreement and the consummation by Licensee of the transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both, violate, conflict with or cause a breach or termination of or constitute a default under (i) the provisions of any Law applicable to Licensee or its properties or assets; (ii) the provisions of the constituent organizational documents or other governing instruments of Licensee; (iii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Licensee is a party or by which Licensee, the Licensed Products or the Licensed Rights are bound or subject; or (iv) any judgment, decree, order or award of any court or Governmental Authority applicable to Licensee or its properties or assets.

(c) Governmental and Third Party Consents. No consent, approval, exemption or authorization is required to be obtained from, no notice is required to be given to and no filing is required to be obtained from, any Third Party or Governmental Authority by Licensee by virtue of the execution and delivery of this Agreement.

5.3 NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER TRANSACTION AGREEMENTS, (I) LICENSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER AT LAW OR IN EQUITY, RELATED TO THE LICENSED RIGHTS OR LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (II) LICENSOR MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSED RIGHTS AND LICENSED PRODUCTS, (III) THE LICENSED RIGHTS ARE CONVEYED ON AN "AS IS, WHERE IS" BASIS EFFECTIVE AS OF THE CLOSING DATE AND LICENSEE SHALL RELY UPON ITS OWN EXAMINATION THEREOF, (IV) LICENSEE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER AT LAW OR IN EQUITY, RELATED TO THE LICENSEE LICENSED RIGHTS, INCLUDING WITHOUT LIMITATION, ANY

REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (V) LICENSEE MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING THE LICENSEE LICENSED RIGHTS, AND (VI) THE LICENSEE LICENSED RIGHTS ARE CONVEYED ON AN "AS IS, WHERE IS" BASIS EFFECTIVE AS OF THE DATE ANY LICENSE TO THE LICENSEE LICENSED RIGHTS BECOMES EFFECTIVE AND LICENSOR SHALL RELY UPON ITS OWN EXAMINATION THEREOF. Without limiting the foregoing, each Party acknowledges that it has not and is not relying upon any implied warranty of merchantability or fitness for a particular purpose, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise) or the reliability, suitability, ability to produce a particular result, and validity, regarding the Licensed Rights or the Licensee Licensed Rights, as the case may be, after the date of this Agreement, except that Licensee may rely on the representations and warranties contained herein and in the other Transaction Agreements. This provision shall not affect the rights or obligations of either Party hereto with respect to any other Transaction Agreement.

5.4 Disclaimer of Consequential, Incidental and Contingent Damages. Except as otherwise expressly provided herein, to the extent permitted by Law, neither Party shall be subject to, and each Party hereby disclaims, liability for all consequential, incidental and contingent damages whatsoever of the other Party or any of its Affiliates arising out of or relating to action or inaction under, performance or non-performance of, or the breach of, this Agreement.

ARTICLE VI
TERM; TERMINATION

6.1 Term. The term of this Agreement ("TERM") commences on the date hereof and, unless earlier terminated pursuant to Section 6.2, lasts until the last to occur of (a) the last Licensed Patent in the Licensed Rights expires, is abandoned or is finally adjudicated invalid and (b) the first to occur of (i) all of the Licensed Know-How becomes publicly available, other than by a breach by either Party of its obligations under Article IX herein, or (ii) one hundred
(100) years from the date hereof.

6.2 Termination.

(a) Licensor may terminate this Agreement effective upon written notice to Licensee if Licensee breaches its obligation to pay to Licensor any One Time Payment or Milestone Payment when due in accordance with this Agreement, including Section 8.5 hereof, and has not cured such breach within five (5) Business Days after receipt of written notice of such breach from Licensor.

(b) Either Party may terminate this Agreement if there shall have been a Transfer by the other Party pursuant to a Change in Control (other than a Volitional Change in Control) in violation of Section 12.1.

6.3 Effect of Termination. Upon the termination of this Agreement in accordance with Section 6.2(a) by Licensor, Licensee shall (a) cease all use of the Licensed Rights, Licensed Regulatory Data, Licensor Marks and Licensor's Website Content and promptly return all originals and copies of any Licensed Know-How, Licensed Regulatory Data and Licensor Confidential Information in its possession or control to Licensor, and (b) transfer to Licensor the then existing Regulatory Approvals for the Licensed Products and Improvements thereof in the Territory pursuant to the FDA and TPD procedures for such transfers; provided, that if the TPD procedures prohibit the transfer of the Regulatory Approval in Canada to Licensor, Licensee shall grant Licensor a right of reference with respect to the Canadian Regulatory Approval and any Licensee Regulatory Materials to the extent necessary to obtain a duplicate Canadian Regulatory Approval, and, for avoidance of doubt, to at least the same extent necessary to obtain a duplicate PMA Approval under the provisions of Section 3.1(d) herein, for purposes of obtaining and maintaining approval to market and distribute such Licensed Product in Canada.

6.4 Survival. Article IX [Confidentiality], Article X [Indemnification] and Article XI [Dispute Resolution], and Sections 12.8 [Expenses] and 12.15
[Publicity] shall survive the expiration or termination of this Agreement for any reason; provided, however, that termination pursuant to Section 6.2 will not relieve a defaulting or breaching Party from any liability to the other Party hereto.

ARTICLE VII
CLOSING AND CONDITIONS TO CLOSING

7.1 Closing. The closing of the transactions contemplated hereby (the "CLOSING") will take place at the offices of Akin Gump Strauss Hauer & Feld LLP, at 590 Madison Avenue, New York, NY 10022, or at such other place as may be mutually agreeable in writing by the Parties, on the date hereof (the "CLOSING DATE"). At the Closing, the Parties will duly execute and deliver all documents and instruments required to be delivered, and the Licensee will make all payments required to be paid by the Licensee at the Closing under Section 8.1(a)(i), in each case as provided in this Agreement. The Closing of the transactions contemplated hereby shall be deemed to have occurred as of 12:01
a.m. (New York City time) on the Closing Date.

7.2 Method of Payment. Except with respect to the payment due on the Closing Date, all amounts payable by Licensee hereunder shall be paid in United States Dollars by wire transfer in immediately available funds to such bank account as designated from time to time in writing by Licensor to Licensee at least three (3) Business Days prior to the date such payment is due.

7.3 Conditions of the Licensee's Obligations at Closing. The obligations of Licensee under this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any of which may be waived in writing by Licensee:

(a) Supply Agreement. Licensor shall have entered into the Supply Agreement.

(b) Macrolane Side Letter. Licensor shall have entered into the Macrolane Side Letter.

(c) Previous License Letter Agreement. Licensor shall have entered into the Previous

License Letter Agreement.

(d) Agerup Letter Agreement. Bengt Agerup shall have entered into the Agerup Letter Agreement.

(e) Tax Certificate. Licensor shall have provided Licensee with a properly executed and valid Form W-8BEN.

(f) Injunctions. At the Closing there shall not be in effect any Law or any order, writ, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority ("GOVERNMENTAL ORDER") directing that the transactions provided for herein not be consummated as provided herein or which has the effect of rendering it impossible to consummate the transactions provided for herein.

(g) Certificate. Licensor shall deliver to Licensee a certificate of an authorized board member of Licensor certifying and attaching: (i) Licensor's organizational documents as in effect as of the date hereof, (ii) a copy of the minutes of the meeting at which Licensor's board authorized the transactions contemplated by this Agreement, and (iii) a copy of a power of attorney executed on behalf of Licensor's board delegating the power to bind Licensor to Licensor's officers signing this Agreement and any other documents, instruments or certificates executed and delivered by Licensor at Closing.

(h) Opinion. Licensee shall have received an opinion from Simpson Thacher & Bartlett LLP and Advokatfirman Vinge KB, each in a form reasonably acceptable to Licensee.

7.4 Conditions of the Licensor's Obligations at Closing. The obligations of Licensor under this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any of which may be waived in writing by Licensor:

(a) Supply Agreement. Licensee shall have entered into the Supply Agreement.

(b) Macrolane Side Letter. Licensee shall have entered into the Macrolane Side Letter.

(c) Previous License Letter Agreement. Licensee shall have entered into the Previous License Letter Agreement.

(d) Guarantee. Medicis shall have entered into the Guarantee.

(e) Injunctions. At the Closing there shall not be in effect any Law or Governmental Order directing that the transactions provided for herein not be consummated as provided herein or which has the effect of rendering it impossible to consummate such transactions.

(f) Certificate. Licensee shall deliver to Licensor a certificate of an authorized board member of Licensee certifying and attaching: (i) Licensee's organizational documents as in effect as of the date hereof, (ii) the board resolutions of Licensee authorizing the transactions contemplated by this Agreement and (iii) the incumbency of Licensee's officers signing this Agreement and any other documents, instruments or certificates executed and delivered by

Licensee at Closing.

(g) Opinion. Licensor shall have received an opinion from Akin Gump Strauss Hauer & Feld LLP in a form reasonably acceptable to Licensor.

ARTICLE VIII
LICENSE FEES

8.1 One Time Payments.

(a) Subject to the terms and conditions of this Agreement, Licensee shall pay to Licensor the following one time payments as set forth below (each, a "ONE TIME PAYMENT"):

(i) Thirty Million United States Dollars (U.S.$30,000,000.00) shall be paid to Licensor upon the Closing Date.

(ii) Ten Million United States Dollars (U.S.$10,000,000.00) shall be paid to Licensor, promptly, and in any event within five (5) Business Days of the date upon which * * *.

(iii) Twenty Million United States Dollars (U.S.$20,000,000.00) shall be paid to Licensor, promptly, and in any event within five (5) Business Days after the date of receipt by Licensee of written notice from the FDA * * *.

(iv) Twenty Million United States Dollars (U.S.$20,000,000.00) shall be paid to Licensor, promptly, and in any event within five (5) Business Days of the Launch in the United States of the first Licensed Product.

(b) For the avoidance of doubt, the Parties acknowledge and agree that the use of the term "first Licensed Product" hereinabove means that Licensor shall not be entitled to any other One Time Payments in respect of any other Licensed Products.

8.2 * * *

8.3 Certain Tax Matters.

(a) All payments under Sections 8.1 and 8.2 hereof shall be made net of any amounts required to be withheld by Licensee or Licensor pursuant to the Laws of any Governmental Authority.

(b) Licensee shall for all purposes be the owner of all amounts held in the Account prior to distribution and shall be responsible to timely pay all taxes required with respect to income thereon, provided that any distributions from the Account made to either Party shall be made net of any amounts required to be withheld pursuant to the Laws of any Governmental Authority.

8.4 Audit Rights.

(a) Upon the written request of Licensor and not more than once in each Contract Year, Licensee shall permit an independent certified public accounting firm or, as applicable, regulatory consulting firm of nationally recognized standing, selected by Licensor and reasonably acceptable to Licensee, at Licensor's expense, to have access during normal business hours to such of the books and records and regulatory files of Licensee as may be reasonably necessary to (i) verify the accuracy of the Net Revenues achieved in any Contract Year ending not more than thirty-six (36) months prior to the date of such request, and (ii) verify receipt of the notice from the FDA specified in
Section 8.1(a)(iii) hereof and for no other purpose. The accounting firm or regulatory consulting firm, as applicable shall disclose to Licensor only (x) whether the Net Revenues achieved are equal to the Net Revenues reported by Licensee to Licensor and the specific details concerning discrepancies, if any, and (y) whether Licensee has received the notice specified in Section 8.1(a)(iii) hereof. No other information shall be shared.

(b) If such accounting firm concludes that the Net Revenues reported by Licensee to Licensor during the audited period was incorrect or such regulatory consulting firm concludes that the notice from the FDA specified in Section 8.1(a)(iii) hereof was actually received by Licensee, Licensee shall pay such additional Milestone Payments as applicable to the audited Net Revenues (or, in the case of receipt of the notice from the FDA specified in Section 8.1(a)(iii), the applicable One Time Payment) within thirty (30) days of the date Licensor delivers to Licensee such accounting firm's or, as applicable, such regulatory consulting firm's written report so concluding. Notwithstanding the foregoing, upon such accounting firm's conclusion that the Net Revenues reported by Licensee to Licensor during the audited period was incorrect or such regulatory consulting firm's conclusion that the notice from the FDA specified in Section 8.1(a)(iii) hereof was actually received by Licensee, Licensor may immediately commence Dispute Resolution under Section 8.5 herein. The fees charged by such accounting firm or, as applicable, such regulatory consulting firm shall be paid by Licensor; provided, however, if the audit discloses that the Net Revenues reported by Licensee for such audited period are less than ninety-five percent (95%) of the Net Revenues actually achieved during such period or if the audit discloses that the notice from the FDA specified in Section 8.1(a)(iii) was actually received by Licensee, Licensee shall pay the reasonable fees and expenses charged by such accounting firm or, as applicable, such regulatory consulting firm.

(c) Licensor shall treat all financial or regulatory information subject to review under this Section 8.4 as Licensee Confidential Information, and shall cause its accounting firm to retain all such financial information in confidence.

8.5 Dispute Resolution.

(a) In the event of a dispute between the Parties as to whether any One Time Payment or Milestone Payment (a "DISPUTED LICENSE PAYMENT") is then due and owing from either Licensee or Licensor (with respect to a Return Payment), as the case may be, the Party claiming the Disputed License Payment is then due (the "CLAIMING PARTY") shall, send a notice with respect thereto to the other Party (the "OTHER PARTY").

(b) If the Parties have not resolved the matters in dispute within five
(5) Business Days of the Other Party's receipt of such notice, then on such fifth (5th) Business Day the matter or matters in dispute shall be submitted to an independent certified public accounting firm of

recognized international standing mutually agreeable to the Parties (or, if the Parties cannot agree, then one selected mutually by the Parties' auditors) (the "ACCOUNTING FIRM"). The Parties will cooperate with each other and each other's authorized representatives and with the Accounting Firm during the term of its engagement and each of the Parties may make a written submission. Each Party may provide the Accounting Firm all relevant books and records, any work papers, supporting documentation and any other documentation used in determining whether a Disputed License Payment is due. The Accounting Firm shall make a final and binding determination as to the matter or matters in dispute within 30 days of its appointment and shall send written notice thereof to the Parties within such 30-day period (subject to the right of either Party to appeal the Accounting Firm's determination pursuant to the arbitration procedures set forth in Article XI hereof).

(c) In the event that the Accounting Firm determines that the Disputed License Payment is then due to the Claiming Party, within three (3) Business Days of receipt of written notice of such determination from the Accounting Firm (the "PAYMENT DATE"), the Other Party shall pay to the Claiming Party the Disputed License Payment (together with any interest accrued thereon at an annual rate equal to the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect on the date such payment is due at its principal office in New York City plus one percent (1%) from the date such Disputed License Payment should have been paid pursuant to Sections 8.1 or 8.2 up to the date such Disputed License Payment is actually paid, but excluding the date such payment is made) and the Other Party shall promptly pay the fees and expenses of the Accounting Firm. Notwithstanding any other remedy available to Licensor under this Section, in the event that the Accounting Firm determines that a Disputed License Payment is due to Licensor and Licensee does not pay such Disputed License Payment to Licensor within three
(3) Business Days of receipt of written notice from the Accounting Firm of such determination, Licensor, in its sole discretion may terminate this Agreement in accordance with Section 6.2(a) herein without the need to give the notice required by Section 6.2(a) or provide the opportunity to cure required by
Section 6.2(a). In the event that the Accounting Firm determines that the Disputed License Payment is not then due and owing to the Claiming Party, the Other Party shall be entitled to keep such Disputed License Payment and the Claiming Party shall promptly pay the fees and expenses of the Accounting Firm.

ARTICLE IX
CONFIDENTIALITY

9.1 Licensor's Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement, Licensor agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of Licensor (provided that such agents and representatives are informed of the confidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article IX; and provided, further, that Licensor shall be responsible for any breach of this Section by such representatives and agents), or use for itself, unless Licensee shall have given its prior written approval, any information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Licensee's and its Affiliates' business or operations, including non-public information concerning Licensee's products, processes,

customers and suppliers and the products and processes of Licensee's customers and suppliers furnished to Licensor by Licensee in connection with this Agreement or the Supply Agreement but excluding Licensed Know-How, Licensed Regulatory Data and Licensee Regulatory Materials which are addressed in Section 9.3 below (any of the foregoing, "CONFIDENTIAL LICENSEE INFORMATION"); provided, however, that Licensor shall have the right to disclose any Confidential Licensee Information provided hereunder if such disclosure is necessary (a) in connection with the securing of any Regulatory Approvals or other governmental approval necessary for the performance by Licensor of any of its obligations hereunder or under any other agreement with Licensee, (b) for the purpose of complying with applicable Laws and governmental regulations or (c) by Law or legal process. Licensor shall promptly notify Licensee of Licensor's intent to make any disclosure of Confidential Licensee Information prior to making such disclosure so as to allow Licensee adequate time to take whatever action Licensee may deem to be appropriate to protect the confidentiality of the Confidential Licensee Information and Licensor will cooperate and provide any assistance that the Licensee may reasonably request in connection with the foregoing. For the avoidance of confusion, all information provided by Licensee to Licensor in connection with this Agreement shall be deemed Confidential Licensee Information unless Licensor can demonstrate that such information is available to it from sources other than Licensee that are not under a duty of confidentiality with respect thereto. Licensor shall use Confidential Licensee Information only in connection with and for the purposes reflected in this Agreement and the other Transaction Agreements and for no other purpose. The confidentiality obligations set forth in this Section shall continue in effect during the Term and for a period of ten (10) years after the end of the Term except that the confidentiality obligations with respect to any Confidential Licensee Information that constitutes a trade secret shall continue in effect for so long as such information remains a trade secret.

9.2 Licensee's Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement, Licensee agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of Licensee (provided that such agents and representatives are informed of the confidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article IX; and provided, further, that Licensee shall be responsible for any breach of this Section by such representatives and agents), or use for itself, unless Licensor shall have given its prior written approval, any information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Licensor's and its Affiliates' business or operations, including non-public information concerning the Licensed Rights, Licensed Regulatory Data, Licensor's products, processes, customers and suppliers and the products and processes of Licensor's customers and suppliers, furnished to Licensee by Licensor in connection with this Agreement or the Supply Agreement but excluding Licensed Know-How, Licensed Regulatory Data and Licensee Regulatory Materials which are addressed in Section 9.3 below (any of the foregoing, "CONFIDENTIAL LICENSOR INFORMATION"); provided, however, that Licensee shall have the right to disclose any Confidential Licensor Information provided hereunder if such disclosure is necessary (a) in connection with the securing of any Regulatory Approvals or other governmental approval necessary for the performance by Licensee of any of its obligations hereunder or under any other agreement with Licensor, (b) for the purpose of complying with Applicable Laws and government regulations, or (c) by Law or legal process.

Licensee shall promptly notify Licensor of Licensee's intent to make any disclosure of Confidential Licensor Information prior to making such disclosure so as to allow Licensor adequate time to take whatever action Licensor may deem to be appropriate to protect the confidentiality of Confidential Licensor Information and Licensee will cooperate and provide any assistance that the Licensor may reasonably request in connection with the foregoing. For the avoidance of confusion, all information provided by Licensor to Licensee in connection with this Agreement shall be deemed Confidential Licensor Information unless Licensee can demonstrate that such information is available to it from sources other than Licensor that are not under a duty of confidentiality with respect thereto. Licensee shall use Confidential Licensor Information only in connection with and for the purposes reflected in this Agreement and the other Transaction Agreements and for no other purpose. The confidentiality obligations set forth in this Section shall continue in effect during the Term and for a period of ten (10) years after the end of the Term except that the confidentiality obligations with respect to any Confidential Licensor Information that constitutes a trade secret shall continue in effect for so long as such information remains a trade secret.

9.3 Protection of Licensed Know-How, Licensed Regulatory Data and Licensee Regulatory Materials. Each Party shall use protective measures that are commercially reasonable and in no event less stringent than those used by such Party within the Party's own business to protect its comparable know-how to maintain the confidentiality of the Licensed Know-How, Licensed Regulatory Data and Licensee Regulatory Materials and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any licensees, Affiliates, agents or representatives under appropriate confidentiality agreements during the Term and after the end of the Term unless the Licensed Know-How, Licensed Regulatory Data or Licensee Regulatory Materials: (a) is or has become known to the public other than through a breach of this Agreement; or (b) lawfully was disclosed to the disclosing Party on a non-confidential basis by a Third Party not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, provided, however, such exception only applies to such portion of the Licensed Know-How, Licensed Regulatory Data or Licensee Regulatory Materials that falls within one or more of the above-cited exceptions. Licensee shall have the right to disclose any Licensed Know-How or Licensed Regulatory Data if such disclosure is necessary (i) in connection with the securing of any Regulatory Approvals or other governmental approval necessary for the performance by Licensee of any of its obligations hereunder, under the other Transaction Agreements or under any other agreement with Licensor, (ii) for the purpose of complying with applicable Laws and government regulations, or (iii) by Law or legal process, provided however, that the foregoing shall not alter the Parties' rights and obligations with respect to regulatory matters and compliance therewith as more fully set out in the Supply Agreement. For the avoidance of confusion, all Licensed Know-How, Licensed Regulatory Data and Licensee Regulatory Materials shall be deemed confidential information subject to this
Section 9.3 unless the Party receiving the information can demonstrate that such information falls within one or more of the above-cited exceptions. Licensee shall use the Licensed Know-How and Licensed Regulatory Data only in connection with and for the purposes reflected in this Agreement and the other Transaction Agreements and for no other purpose. Licensor shall use the Licensee Licensed Rights only in connection with and for the purposes reflected in this Agreement and the other Transaction Agreements and for no other purpose.

9.4 Permitted Disclosure or Use of Information. Nothing in this Article IX shall prevent the disclosure or use of Confidential Licensee Information or Confidential Licensor Information, as the case may be, that (a) is or has become known to the public other than through a breach of this Agreement or (b) lawfully was disclosed to the disclosing Party on a non-confidential basis by a Third Party not prohibited from disclosing such information by a legal, contractual or fiduciary obligation.

9.5 Use of Information to Perform Obligations under this Agreement. Within the limits set forth in this Article IX, each Party shall be entitled at all times to use all Confidential Licensee Information or Confidential Licensor Information, as the case may be, provided by the other Party to the extent necessary to perform its obligations under this Agreement or any other Transaction Agreement.

ARTICLE X
INDEMNIFICATION

10.1 Licensor

(a) Licensor shall indemnify, defend and hold harmless Licensee, its Affiliates and their respective officers, directors, stockholders, employees, agents and representatives (the "LICENSEE INDEMNIFIED PERSONS") from and against any Losses that they may incur resulting from any Action to the extent arising out of or due to (i) any breach of any representation, warranty, covenant or other agreement under this Agreement by Licensor or any of its Affiliates to the extent such Affiliate is bound under this Agreement (provided, that for purposes of this Section 10.1(a)(i), Section 5.1(d)(ii) shall be read without regard to qualification with respect to knowledge); or (ii) the infringement, misappropriation or impairment of or damage to any Third Party's intellectual property rights arising out of the Licensee's exercise of the Licensed Rights, use of the Licensed Regulatory Data or the Licensee's marketing, use, distribution, importation, offer for sale, sale, commercialization, or disposition of Licensed Products, or the Licensee's use of the Confidential Licensor Information.

(b) Licensor shall not have any liability under Section 10.1(a) unless the aggregate of all Losses relating thereto for which Licensor would, but for
Section 10.1(b), be liable exceeds on a cumulative basis an amount equal to U.S.$159,000, and then only to the extent of any such excess, after which the entire amount of such Losses which is payable pursuant to the provisions of
Section 10.1 shall be paid by Licensor subject to the Cap (as such term is defined below); provided that Licensor shall not have any liability under
Section 10.1(a) for any individual item where the Loss relating to such item is less than U.S.$10,000; provided, further, however, that Licensor's aggregate liability under Section 10.1(a) shall in no event exceed the greater of (i) U.S.$ 100 million, or (ii) as of the date which is the third anniversary of the date of receipt of Regulatory Approval in the United States for the first Licensed Product (the "THIRD ANNIVERSARY"), the amount actually paid out to Licensor under Article VIII of this Agreement, plus the amounts described in the next sentence (the "CAP"). In the event that amounts which were deposited as of the Third Anniversary into the Account in accordance with Article VIII are actually paid out to Licensor under Article VIII of this Agreement from the Account after the Third Anniversary (a "SUBSEQUENT ACCOUNT DISTRIBUTION"), the Cap shall include the amount of such Subsequent Account Distribution, if applicable under the terms of the definition of Cap. If

prior to any such Subsequent Account Distribution, if applicable, Licensee suffered Losses for indemnifiable claims which in the aggregate exceeded the Cap as calculated on the Third Anniversary, Licensor shall pay to Licensee from such Subsequent Account Distribution, within five (5) Business Days of its receipt thereof, an amount equal to such excess.

For purposes of illustration only, if (A) Licensee's Losses in respect of an indemnifiable claim prior to the Third Anniversary are * * * and (B) as of the Third Anniversary, (1) Licensee has paid to Licensor under this Agreement *
* * and (2) an additional * * * is held in the Account, then Licensor would bear
* * * of such Losses and Licensee would bear * * * of such Losses. If, subsequent to the Third Anniversary, the * * * previously deposited into the Account is actually paid out by Licensee to Licensor under Article VIII of this Agreement, then (I) the Cap would include the * * * and would be * * *, (II) Licensor would be entitled to keep * * * of such amount and would be required to pay to Licensee with respect to Licensee's prior indemnifiable claim * * * thereby meeting the Cap.

(c) All amounts paid by Licensor to Licensee Indemnified Persons pursuant to Section 10.1 of this Agreement shall be aggregated for purposes of determining the satisfaction of the Cap. The limitations of Section 10.1(b) shall not apply to any claim for indemnification made under Section 3.10(b) herein. Licensor and its Affiliates shall have no liability under Section 10.1(a) to the extent a Licensee Indemnified Person has been paid pursuant to the Supply Agreement for an indemnifiable claim involving the identical substantive issue.

10.2 Licensee

(a) Licensee shall indemnify, defend and hold harmless Licensor, its Affiliates and their respective officers, directors, stockholders, employees, agents and representative (the "LICENSOR INDEMNIFIED PERSONS") from and against any Losses that they may incur resulting from any Action to the extent arising out of or due to (i) any breach, from and after the Closing, of any representation, warranty, covenant or other agreement under this Agreement by the Licensee or any of its Affiliates to the extent such Affiliate is bound under this Agreement or (ii) any FDA or TPD action related to Licensee's Website Content arising out of an act or omission by the Licensee.

(b) Licensee shall not have any liability under Section 10.2(a) unless the aggregate of all Losses relating thereto for which Licensee would, but for this
Section 10.2(b), be liable exceeds on a cumulative basis an amount equal to U.S.$159,000, and then only to the extent of any such excess; provided that Licensee shall not have any liability under Section 10.2(a) for any individual item where the Loss relating to such item is less than U.S.$10,000; provided, further, however, that the Licensee's aggregate liability under Section 10.2(a) shall in no event exceed the Cap. All amounts paid by Licensee to Licensor Indemnified Persons pursuant to Section 10.2 of this Agreement shall be aggregated for purposes of determining the satisfaction of the Cap. The limitations of this Section 10.2(b) shall not apply to any claim for indemnification made under Section 3.10(b) herein. Licensee and its Affiliates shall have no liability under Section 10.2(a) to the extent a Licensor Indemnified Person has been paid pursuant to the Supply Agreement for an indemnifiable claim involving the identical substantive issue.

10.3 Notice of Claims. If there occurs an event which any of the Persons to be indemnified under this Article X asserts is indemnifiable pursuant to Section 10.1 or 10.2 (the "INDEMNIFIED PARTY"), the Party or Parties seeking indemnification shall so notify the Party from whom indemnification is sought (the "INDEMNIFYING PARTY") promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any Action is instituted by or against a Third Party with respect to which the Indemnified Party intends to claim any liability as a Loss under this Article X, the Indemnified Party shall promptly notify the Indemnifying Party of such Action and tender to the Indemnifying Party the defense of such Action. A failure by the Indemnified Party to give notice and to tender the defense of the Action in a timely manner pursuant to this Section 10.3 shall not limit the obligation of the Indemnifying Party under this Article X, except to the extent such Indemnifying Party is materially prejudiced thereby.

10.4 Control of Claims.

The Indemnifying Party under this Article X shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, any Action for which indemnification is sought pursuant to this Article X with respect to a Third Party claim (a "THIRD PARTY INDEMNIFIABLE CLAIM"), and if the Indemnifying Party elects to assume the defense thereof, the Indemnifying Party shall not be liable to the Party or Parties seeking indemnification hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by such Party or Parties in connection with the defense thereof; provided that if the Indemnified Party has been advised in writing by outside counsel that there is a potential conflict between the interests of the Indemnifying Party and the Indemnified Party, the reasonable out-of-pocket fees and expenses of one separate counsel for the Indemnified Party shall be paid by the Indemnifying Party and such separate counsel shall be selected by the Indemnified Party in its sole discretion. Notwithstanding the foregoing, the reasonable legal fees and expenses of counsel selected by the Indemnified Party in its sole discretion in connection with a Third Party Indemnifiable Claim as to which the Indemnifying Party does not assume the defense or is not entitled to assume the defense shall be considered Losses for purposes of this Article X. The Indemnifying Party may compromise or settle such Action, provided that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement, provided, further, that the Indemnifying Party shall not compromise or settle any Third Party Indemnifiable Claim without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld or delayed, unless all relief provided is paid or satisfied in full by the Indemnifying Party. No Indemnified Party may compromise or settle any Third Party Indemnifiable Claim without the prior written approval of the Indemnifying Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Indemnifiable Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third Party Indemnifiable Claim and, at its own expense, to employ counsel of its own choosing for such purpose. The Parties hereto shall cooperate with each other and their respective counsel in the defense, negotiation, settlement or prosecution of any Third Party Indemnifiable Claim.

10.5 Survival. The representations and warranties of the Parties contained in this Agreement shall survive until the eighteen (18) month anniversary of the termination or expiration of this Agreement pursuant to
Section 6.1 and the covenants to be performed following the date hereof shall survive until the date that is six (6) months after the end of the applicable period for performance thereof.

10.6 Indemnification Calculations. The amount of any Losses for which indemnification is provided under this Article X shall be computed net of any insurance proceeds received by the Indemnified Party in connection with such Losses. If an Indemnified Party receives insurance proceeds in connection with Losses for which it has received indemnification, such Party shall refund to the Indemnifying Party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Indemnified Party shall use its commercially reasonable efforts to pursue insurance claims with respect to any Losses.

10.7 Exclusive Remedies

Except as otherwise set forth herein and for any available equitable remedies, the remedies set forth in this Article X will be the exclusive remedies available to the Parties hereto with respect to any Losses or any other damages, costs or expenses of any kind or nature or any other claim or remedy directly or indirectly resulting from, arising out of or relating to any of this Agreement (including alleged breaches of representation, warranty, covenant or any other term or provision or for any alleged misrepresentation), the Licensed Rights, Licensed Regulatory Data, Licensee Licensed Rights and the transactions contemplated hereby; provided that nothing herein shall limit in any way either Party's remedies in respect of fraud by the other Party in connection herewith or in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Parties hereby agree that any and all Actions resulting from, arising out of or based upon the provisions of this Agreement may be asserted or brought solely under and in accordance with the terms of this Agreement.

ARTICLE XI
DISPUTE RESOLUTION

11.1 Purpose. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Article XI if and when a dispute arises under this Agreement.

11.2 Arbitration. The Parties agree that any dispute arising out of or in connection with this Agreement, or the breach, termination, or invalidity hereof, shall be resolved as follows. In the event of a dispute between the Parties, either Party may initiate the dispute resolution procedures of this
Section 11.2 by providing written notice (the "NOTICE OF CLAIM") to the other Party identifying the dispute and stating the desire to resolve the dispute. After receiving the Notice of Claim, respondent will respond in writing by stating its position and setting forth a proposed resolution of the dispute. If claimant and respondent are not able to

resolve the dispute within twenty (20) days thereafter, the matter in dispute shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC"). The arbitral tribunal shall be comprised of three arbitrators; the Party-nominated arbitrators shall be appointed in accordance with the Rules of the ICC. The Party-nominated arbitrators will have thirty (30) days to appoint a chair who shall have relevant expertise in the subject matter of the dispute and the applicable laws of the Territory. If they are unable to make such appointment within that time, then the chair shall be appointed in accordance with the Rules of the ICC, provided that the chair appointed by the ICC shall have relevant expertise in the subject matter of the dispute and the applicable laws of the Territory. The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties agree that the losing Party shall bear the cost of the arbitration filing and hearing fees, the cost of the arbitrators and the ICC administrative expenses and the attorney's fees and reasonable associated costs and expenses of each Party. The Parties agree to reasonable document discovery provided the requesting Party makes a showing of relevance and need to the tribunal. Notwithstanding the foregoing, either Party may seek an immediate injunction from a court of competent jurisdiction (i) to prevent the disclosure of Confidential Licensor Information or Confidential Licensee Information, as applicable, in violation of Article IX herein or (ii) to prevent an assignment of this Agreement in violation of Section 12.1 herein.

ARTICLE XII
MISCELLANEOUS

12.1 Assignment and Sublicense. The Parties may only sublicense or Transfer their respective rights and obligations hereunder in accordance with this Section 12.1.

(a) Commencing on the date hereof each of Licensor and Licensee shall be entitled to sublicense its rights or obligations under this Agreement without the written consent of the other Party hereto to a Permitted Transferee for so long as such Affiliate continues to be a Permitted Transferee. A sublicensing Party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such sublicensing Party under this Agreement and no sublicense to a Permitted Transferee hereunder shall relieve Licensor or Licensee of its obligations pursuant to this Agreement.

(b) Commencing on the date hereof, each of Licensor and Licensee shall be entitled to Transfer its rights or obligations under this Agreement without the written consent of the other Party hereto, to a Permitted Transferee of Licensor or Licensee, as applicable; provided, that such Transfer shall be null and void ab initio and of no further force and effect unless (i) such Transfer was effected in accordance with the terms and conditions of this Agreement, (ii) in connection with such Transfer, Licensor executes and delivers to Licensee a guarantee substantially in the form attached hereto as Exhibit A, and (ii) the Permitted Transferee, if not already a Party hereto, shall have executed and delivered to the other Party hereto, as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to the other Party hereto, confirming that the Permitted Transferee shall be bound by the terms of this Agreement to the same extent applicable to the transferring Party, as if such Permitted Transferee was originally a Party hereto. Any such Permitted Transferee shall and the transferring Party shall cause such Permitted Transferee to Transfer back to the transferring Party

(or to another Permitted Transferee of the transferring Party), its rights and obligations hereunder prior to such Permitted Transferee ceasing to be a Permitted Transferee of the transferring Party. Upon such Permitted Transferee ceasing to be a Permitted Transferee hereunder, any Transfer of rights and obligations hereunder shall be null and void from inception and of no further force or effect. A transferring Party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such transferring Party under this Agreement. No Transfer to a Permitted Transferee hereunder shall relieve Licensor or Licensee of its obligations pursuant to this Agreement.

(c) Except as otherwise provided in Section 2.1 hereof, commencing on the date on which all of the One Time Payments (other than the * * * Payment, which payment shall only be required to be paid and received as a condition to Transfer if as of the date of Transfer, such payment is then due and payable under the terms of this Agreement) and the First Milestone Payment to be paid pursuant to Section 8.1 hereof have been paid to and received by the Licensor or its Affiliates (provided that all such One Time Payments and Milestone Payments may be pre-paid at any time, regardless of whether such One Time Payments and Milestone Payments are then due under Section 8.1 or 8.2 hereof), Licensee or its Permitted Transferees shall be entitled in accordance with this clause (c) to Transfer or sublicense its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Licensor; provided, further, that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Licensor as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Licensor confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to the Licensee or its Permitted Transferee as if such Third Party was originally a Party hereto and that such Third Party is, or as of the date of the proposed Transfer will be, a party to the Supply Agreement and (ii) in the event of a Change in Control (other than a Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 6.2(b) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Licensor may only withhold its consent in the event that Licensor reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that the proposed Third Party transferee or sublicensee * * *, (iv) does not have financial condition at least comparable to that of Licensee as of the Closing Date hereunder or (v) has been or is currently debarred under the authority of the FDCA or the Food and Drugs Act and/or regulations thereunder.

(d) Licensor or its Permitted Transferee shall be entitled to Transfer or sublicense its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Licensee; provided that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect, unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Licensee as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Licensee confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to Licensor or its Permitted Transferee as if such Third Party was originally a Party hereto and (ii) in the event of a Change in Control (other than a Volitional Change in Control) such Transfer shall give rise to a

right of termination pursuant to Section 6.2(b) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Licensee may only withhold its consent in the event that Licensee reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that (i) the proposed Third Party transferee or sublicensee does not have the financial condition to perform Licensor's obligations under this Agreement, (ii) if Licensor is not to be the surviving entity upon the consummation of such proposed Transfer, upon the consummation of such proposed Transfer the successor entity will not have manufacturing capacity at least comparable to Licensor's manufacturing capacity immediately prior to such proposed Transfer, (iii) such Transfer has not received all required Regulatory Approvals, or if Licensor is not to be the surviving entity upon the consummation of such proposed Transfer, upon the consummation of such proposed Transfer, the proposed Third Party transferee will not have all Regulatory Approvals required for its performance of this Agreement or (iv) such proposed Third Party transferee or sublicensee has been or is currently debarred under the authority of the FDCA or the Food and Drugs Act and/or regulations thereunder.

(e) Licensor and Licensee, as the case may be, and each of their respective present and former officers, directors, employees and Affiliates shall be released and discharged of its respective rights and obligations pursuant to this Agreement and from any and all claims, rights, causes of actions or suits and recoveries related thereto upon the consummation of a Transfer to a Third Party in accordance with the terms and conditions set forth herein.

(f) Subject to the foregoing provisions of this Section 12.1, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the Parties.

12.2 Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier service, or if sent by facsimile, provided that the facsimile is promptly confirmed by telephone confirmation thereof, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person.

If to Licensor:
Q-Med AB
Seminariegatan 21
752 28 Uppsala, Sweden Attention: Carina Bolin Telephone No.: * * *
Facsimile No.: * * *

with a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP Attention: Richard Miller 425 Lexington Avenue

New York, New York 10017 Telephone No.: (212) 455-2000 Facsimile No.: (212) 455-2502

If to Licensee:

Medicis Aesthetics Holdings Inc.

c/o Medicis Pharmaceutical Corporation 8125 N. Hayden Road
Scottsdale Arizona, 85258-2463 Attention: Jonah Shacknai Telephone No.: * * *
Facsimile No.: * * *

with a copy to (which shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP Attention: Susan Cohen 590 Madison Avenue
New York, NY 10022
Telephone No.: (212) 872-1066 Facsimile No.: (212) 407-3266

with a copy to (which shall not constitute notice):

Covington & Burling
Attention: Andrea Reister 1201 Pennsylvania Ave., N.W.

Washington, D.C. 20004

Telephone No.: (202) 662-5141 Facsimile No.: (202) 778-5141

12.3 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the Laws of the State of New York, excluding any Law that would result in the application of the Laws of any jurisdiction other than the State of New York.

12.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

12.5 Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

12.6 Entire Agreement. The Transaction Agreements, each of their appendices, exhibits, schedules and certificates, and all documents and certificates delivered or contemplated in connection herewith and therewith constitute the entire agreement between the

Parties with respect to the subject matter hereof and supersede all prior agreements or understandings of the Parties relating thereto.

12.7 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the Parties shall negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision; provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by Law.

12.8 Expenses. Each Party will bear its own expenses incurred in connection with the negotiation and preparation of this Agreement and, except as set forth in this Agreement, the performance of the obligations contemplated hereby.

12.9 Further Actions. Each Party hereby agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or proper and execute and deliver such documents and other papers as may be required to make effective the transactions contemplated by this Agreement.

12.10 Waiver. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof only by a written instrument executed by such Party. No delay on the part of either Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of such Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

12.11 Amendment. This Agreement may be modified or amended only by written agreement of the Parties hereto signed by authorized representatives of the Parties hereto and specifically referencing this Agreement.

12.12 No Third Party Rights. Other than as set forth in Article X and Section 12.17 herein, no provision of this Agreement will be deemed or construed in any way to result in the creation of any rights or obligations in any Person not a Party to this Agreement.

12.13 Construction. This Agreement will be deemed to have been drafted by each Party and will not be construed against either Party as the draftsperson hereof. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

12.14 Appendices, Exhibits, Schedules and Certificates. Each appendix, exhibit, schedule and certificate attached hereto is incorporated herein by reference and made a part of this Agreement.

12.15 Publicity. Neither Party shall issue or release any media release or public announcement (including any announcements made via any posting on the World Wide Web or Internet), or other similar publicity announcing the existence of this Agreement or relating to any term or condition of this Agreement or the relationships created by this Agreement without three (3) Business Days' prior written notice, including by e-mail, to the other Party and the prior agreement of the other Party on the relevant wording relating to this Agreement or term or condition of this Agreement. Notwithstanding the foregoing, each Party shall have the right to issue media releases, immediately and without the prior consent of the other Party that disclose any information required by the rules and regulations of the Securities and Exchange Commission, the Stockholm Stock Exchange or applicable Law; provided that the disclosing Party shall notify, including by e-mail, the other Party no later than simultaneously with such issuance of such disclosure and shall use commercially reasonable efforts to provide a copy of the relevant wording relating to this Agreement, or any term or condition hereof to the other Party prior to the disclosure thereof. As of the Closing, Licensor shall contact Licensee's Investor Relations Group for approval and Licensee shall contact * * * for approval.

12.16 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the Parties shall be entitled to specific performance of the terms of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

12.17 Certain Affiliate Transfers. Neither Party shall (1) invest, directly or indirectly, in an Affiliate which has operations or conducts activities in the field of Aesthetic Enhancement, or (2) transfer or make available any of its activities, operations or assets in the field of Aesthetic Enhancement (including research and development, marketing, know-how or other intellectual property, management of regulatory relations and protection of intellectual property) to an Affiliate, without causing such Affiliate to enter into an agreement for the benefit of the other Party by which such Affiliate agrees to be bound by the provisions hereof in all relevant respects to the same effect as if such Affiliate had originally been a Party hereto.

12.18 Independent Contractor. The Parties shall each be an independent contractor in the performance of their respective obligations hereunder and the provisions hereof are not intended to create any partnership, joint venture, agency or employment relationship between the Parties. Each Party shall be responsible for and shall comply with all state, local, federal and foreign laws pertaining to employment taxes, income withholdings and other employment related statutes applicable to that Party. Except as expressly set forth herein, neither Party shall have the right by virtue of this Agreement to bind the other Party in any manner whatsoever.

12.19 Prior Transactions. Each Party acknowledges and agrees, on behalf of itself and each of its respective subsidiaries, that (a) nothing in any of the Transaction Agreements or in any other agreement, instrument or other document delivered in connection herewith or therewith (the "OTHER PAPERS"), and
(b) nothing discussed or delivered in connection with the negotiation of the Transaction Agreements or the Other Papers, including any correspondence, spreadsheets, notes, reports, memoranda or any full or partial drafts or prior versions of the Transaction Agreements or the Other Papers (the matters referred to in clause (a)

and (b) are collectively, the "INADMISSIBLE MATTERS"), shall be admissible in any action, suit or proceeding relating to only the Prior License Agreement or the agreements entered into in connection therewith, unless the Parties otherwise agree in a writing referring to this Section 12.19; provided, however, that if an action, suit or proceeding relates in part to the Prior License Agreement (or the agreements entered into in connection therewith) and in part to any other matter, none of the Inadmissible Matters shall be admissible with respect to claims or defenses relating to the Prior License Agreement (or the agreements entered into in connection therewith). Each Party covenants and agrees, on behalf of itself and each of its respective subsidiaries, that it and they will not, directly or indirectly, do or cause to be done or omit to do anything, the doing, causing or omitting of which would provide in discovery or introduce into evidence any of the Inadmissible Matters in any action, suit or proceeding relating to only the Prior License Agreement (or the agreements entered into in connection therewith), except as may be required by Law pursuant to a Third Party subpoena; provided, however, that if an action, suit or proceeding relates in part to the Prior License Agreement (or the agreements entered into in connection therewith) and in part to any other matter, none of the Inadmissible Matters shall be admissible with respect to claims or defenses relating to the Prior License Agreement (or the agreements entered into in connection therewith), except as may be required by Law pursuant to a Third Party subpoena.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

Q-MED AB

By:    /s/ Bengt Agerup
   --------------------------------------
   Name: Bengt Agerup
   Title: CEO

MEDICIS AESTHETICS HOLDINGS INC.

By:    /s/ Mark A. Prygocki, Sr.
   --------------------------------------
   Name: Mark A. Prygocki, Sr.
   Title: Vice President