CIMA LABS INC
SUPPLY AGREEMENT, DATED 8/31/01
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c66053ex10-1.txt
<DESCRIPTION>SUPPLY AGREEMENT, DATED 8/31/01
<TEXT>
<PAGE>

                                                                    Exhibit 10.1


                              DATED 31 AUGUST 2001



                                CIMA LABS INC (1)


                                       AND


                           ASTRAZENECA UK LIMITED (2)



                                SUPPLY AGREEMENT

IN RELATION TO [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]
<PAGE>
                                                                    Exhibit 10.1

                                     INDEX

1.       INTERPRETATIONS AND DEFINITIONS
2.       DURATION
3.       SALE AND PURCHASE
4.       FORECASTING AND ORDERING
5.       DELIVERY AND TITLE
6.       PRICE
7.       PAYMENT
8.       WARRANTIES & QUALITY OF THE PRODUCT
9.       ASTRAZENECA'S IVRS
10.      REGULATORY REQUIREMENTS
11.      FORCE MAJEURE
12.      HARDSHIP
13.      TERMINATION
14.      COMPETITION
15.      MOST FAVOURED CUSTOMER
16.      CONFIDENTIALITY
17.      PROVISION OF TECHNOLOGY & IMPROVEMENTS
18.      ANNOUNCEMENTS/PUBLICITY
19.      NOTICES
20.      AGENCY, PARTNERSHIP OR JOINT VENTURE EXCLUDED
21.      NON-ASSIGNMENT
22.      ENTIRE AGREEMENT
23.      REMEDIES AND WAIVERS
24.      SEVERABILITY/INVALIDITY
25.      VARIATIONS AND/OR AMENDMENTS
26.      LAW AND JURISDICTION
27.      COUNTERPARTS
SCHEDULE 1 : PRODUCT SPECIFICATION
SCHEDULE 2 : PACKING SPECIFICATION
SCHEDULE 3 : STOCK REPORTING FORMAT
SCHEDULE 4 PRICE MATRIX
SCHEDULE 5 SUPPLY PARAMETERS

                                       2
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                                                                    Exhibit 10.1

SCHEDULE 6 SELF SUPPLY TERMS

                                       3
<PAGE>
                                                                    Exhibit 10.1

THIS AGREEMENT is dated 31st August 2001 and is made BETWEEN:

(1)      CIMA LABS INC., a Delaware corporation, whose principal office is at
         10000 Valley View Road, Eden Prairie, Minnesota, 55344,USA ("CIMA");
         and

(2)      ASTRAZENECA UK LIMITED (No. 03674842) a company incorporated in England
         and Wales whose registered office is at 15 Stanhope Gate, London W1K
         1LN ("AstraZeneca").

WHEREAS:

(A)      CIMA owns rights to certain oral drug delivery technology marketed
         under the trade mark DuraSolv(TM) and related know-how.

(B)      AstraZeneca has an exclusive licence to use and sell products
         containing the drug [***CONFIDENTIAL TREATMENT REQUESTED, PORTION
         OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION.***].

(C)      CIMA and AstraZeneca have entered into a Development and Licence Option
         Agreement (the "Option Agreement") pursuant to which CIMA has granted
         AstraZeneca an exclusive licence dated 28 May 1999 (the "Licence
         Agreement") to use the DuraSolv(TM) technology in formulations with API
         (together, the "Product").

                                       4
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                                                                    Exhibit 10.1

(D)      In accordance with the general obligations of Clause 3.5 of the Option
         Agreement, CIMA wishes to manufacture, supply and AstraZeneca wishes to
         purchase Product and Placebo on the terms and conditions set out below
         (the "Agreement").

NOW IT IS HEREBY AGREED as follows:

1        INTERPRETATIONS AND DEFINITIONS

         1.1      HEADINGS AND DEFINITIONS

         In this Agreement, including its Schedules, the headings are included
         for ease of reference only and shall not affect its interpretation and,
         unless the context expressly requires otherwise:

                  1.1.1    "Affiliate" means, with respect to each party, any
                           corporation or other business entity that (a)
                           directly or indirectly controls, is owned by or is
                           under common ownership with a party to this Agreement
                           to the extent of at least fifty percent (50%) of the
                           equity (or such lesser percentage which is the
                           maximum allowed to be owned by a foreign organisation
                           in a particular jurisdiction) having the power to
                           vote or direct the affairs or such entity, or (b)
                           directly or indirectly Controls, is Controlled by or
                           is under common Control with such party;

                  1.1.2    "Associated Company" means any company which is
                           either the parent undertaking or a subsidiary
                           undertaking of the party in question or a subsidiary
                           undertaking of such party's parent undertaking and an

                                       5
<PAGE>
                                                                    Exhibit 10.1

                           undertaking in which the party in question has a
                           participating interest (as defined in section 260
                           Companies Act 1985) and which is not a subsidiary
                           undertaking of the party in question. "Parent
                           undertaking" and "subsidiary undertaking" shall have
                           the meanings attributed thereto in section 258
                           Companies Act 1985;

                  1.1.3    "Business Day" means a day (other than a Saturday,
                           Sunday or Bank Holiday) on which banks are open for
                           the transaction of normal business in the City of
                           London;

                  1.1.4    "Calendar Quarter" means each successive period of
                           three calendar months commencing in each Calendar
                           Year on 1st January, 1st April, 1st July and 1st
                           October and referred to as Q1, Q2, Q3 and Q4
                           respectively;

                  1.1.5    "Calendar Year" means each successive period of
                           twelve calendar months commencing on 1st January;

                  1.1.6    "Certificate of Analysis" means the certificate of
                           analysis to accompany all Product delivered to
                           AstraZeneca in the agreed format;

                  1.1.7    "Commercial Phase" means from [***CONFIDENTIAL
                           TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION.***] to
                           the date of termination of this Agreement;

                                       6
<PAGE>
                                                                    Exhibit 10.1

                  1.1.8    "manufacture of Product" means storage, checking and
                           testing of both incoming materials and outgoing
                           Product, processing and blister packing of tablets
                           with overprinted lidding into pre-formed strips of
                           multiples of 6 or 2 tablets per strip which are then
                           bulk packed in an agreed container ready for
                           shipment. It is agreed between the parties that this
                           definition complies with the description 'bulk
                           unlabelled and unpacked blisters' in Exhibit I of the
                           Development and Licence Agreement as far as pricing
                           is concerned .In such description it is acknowledged
                           that unlabelled allows for provision of certain
                           variable Product information and packing instructions
                           and that if AstraZeneca wishes CIMA to provide
                           Product in non standard packaging (cassettes) prior
                           to bulk packing, additional costs shall be incurred;

                  1.1.9    "Manufacturing Quarter" means the calendar quarter in
                           which product or placebo is manufactured but which is
                           cleared for delivery within the 15 days following
                           that calendar quarter;

                  1.1.10   "Placebo" means formulations made using CIMA's
                           DuraSolv(TM) Technology but without the inclusion of
                           API. Manufacture of Placebos shall mean the same as
                           manufacture of Product but in addition Placebos are
                           to be supplied packed in cartons prior to being
                           packed into an agreed container ready for shipment.
                           It is agreed between the parties that this definition
                           complies with the description for 'Finished Packaged
                           Product' in Exhibit 1 of the Development and Licence
                           Agreement in relation to

                                       7
<PAGE>
                                                                    Exhibit 10.1

                           pricing;

                  1.1.11   "Quality Assurance Agreements" mean the quality
                           assurance agreement signed by the parties and dated
                           23rd April 1999 and the US quality assurance
                           agreement signed by the parties dated April 11, 2000;

                  1.1.12   "Product" means any pharmaceutical dosage form which
                           is formulated using the DuraSolv(TM) Technology and
                           which contains [***CONFIDENTIAL TREATMENT REQUESTED,
                           PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES
                           AND EXCHANGE COMMISSION.***] as its active
                           ingredient, whether taste masked (in any flavour ) or
                           untreated;

                  1.1.13   "Product Specification" means the specification for
                           the Product as specified in Schedule 1 and as amended
                           from time to time by agreement in writing between the
                           parties;

                  1.1.14   "Pre-printed Foil" means forming and lidding foil
                           purchased by CIMA for exclusive use in the
                           manufacture of particular market variants of Product;

                  1.1.15   "Packing Specification" means the specification for
                           Placebo and Product ready for delivery to
                           AstraZeneca;

         1.2      DEFINITIONS

                  Unless expressly stated otherwise in clause 1.1 above,
                  capitalised terms shall

                                       8
<PAGE>
                                                                    Exhibit 10.1

                  bear the meaning ascribed to them in the Licence Agreement.

         1.3      COMPANY

                  References to a "company" shall be construed so as to include
                  any company, corporation or other body corporate wherever and
                  however incorporated or established.

         1.4      CONTROL

                  For the purposes of this Agreement a person is to be taken as
                  having "Control" of a company if:

                  1.4.1    the directors of the company or of another company
                           which has control of it (or any of them) are
                           accustomed to act in accordance with his directions
                           or instructions; or

                  1.4.2    either alone or with any one or more associates he is
                           entitled to exercise, or directly influence the
                           exercise of, one third or more of the voting power at
                           any general meeting of the company or of another
                           company which has control of it; or

                  1.4.3    he is otherwise able to secure by any voting or other
                           powers conferred by the articles of association or
                           other document regulating that or any other company
                           that the affairs of the company are conducted in
                           accordance with his wishes,

                                       9
<PAGE>
                                                                    Exhibit 10.1

and where two or more persons together satisfy any of the above conditions, they
are to be taken as having control of the company.

         1.5      PERSONS

                  The word "person" and words importing persons shall be
                  construed so as to include individuals, firms, bodies
                  corporate, joint ventures, governments, states or agencies of
                  state (whether or not having separate legal personality).

         1.6      SUCCESSORS AND ASSIGNEES

                  A reference to any party to this Agreement shall include a
                  reference to its legal successors and permitted assignees.

         1.7      GENDER

                  References to any of the masculine, feminine or neuter genders
                  shall include the other genders and references to the singular
                  number shall include the plural and vice versa if the context
                  so requires.

         1.8      REFERENCES

                  Unless the context expressly requires otherwise, references to
                  recitals, clauses, paragraphs, parties and Schedules are to
                  the recitals, clauses and paragraphs of and the parties and
                  Schedules to this Agreement. To the extent that there is
                  conflict between or ambiguity relating to, on the one hand,
                  any or all of the Schedules and, on the other, the remainder
                  of this Agreement, the wording of the Schedules shall prevail.

                                       10
<PAGE>
                                                                    Exhibit 10.1

         1.9      SCHEDULES

                  The Schedules and any attachments form part of this Agreement
                  and shall have the same force and effect as if expressly set
                  out in the body of this Agreement and any reference to this
                  Agreement shall include the Schedules and any attachments.

         1.10     LEGAL TERMS

                  References to any English term for any action, remedy, method
                  of judicial proceeding, legal document, legal status, court,
                  official or any legal concept or thing shall in respect of any
                  jurisdiction other than England be deemed to include what most
                  nearly approximates in that jurisdiction to the English legal
                  term.

         1.11     DATES AND TIMES

                  Reference to a date or time is a reference to that date or
                  time in London, England, unless expressly stated otherwise.

         1.12     WRITING

                  References to writing shall include any mode of reproducing
                  words in a legible and non-transitory form.

2        TERM AND TERMINATION

         2.1      TERM

                  This Agreement will be coterminous with the Licence Agreement
                  and as such will be effective as of the date hereof and will
                  expire on a country by country basis,

                                       11
<PAGE>
                                                                    Exhibit 10.1

                  upon the later date of (a) ten (10) years after the date of
                  first commercial sale of the Product in the relevant country,
                  or (b) the expiration of the last Patent covering the Product
                  filed in that country. The parties will meet in good faith
                  jointly to consider ways to extend this Agreement to the
                  extent permitted by applicable law or regulation at least
                  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]
                  before this Agreement is due to terminate pursuant to this
                  clause 2.1 and the parties may so extend the term in a writing
                  signed by both parties.

         2.2      TERMINATION

                  2.2.1    AstraZeneca may terminate this Agreement in its
                           entirety or with respect to use of the rights
                           licensed in any country or countries under the
                           Licence Agreement, with or without cause, upon
                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***] written notice to CIMA. Such
                           termination will not relieve AstraZeneca or any
                           obligation to make payments to CIMA for royalties
                           accrued prior to the effective date of such
                           termination. AstraZeneca may sell, transfer or
                           otherwise dispose of for payment any of the Product
                           that is not sold prior to the effective date of such
                           termination, so long as such sale, transfer or
                           disposal occurs within three months of the effective
                           date of termination of this Agreement.

                                       12
<PAGE>
                                                                    Exhibit 10.1

                  2.2.2    Either party may terminate this Agreement prior to
                           its expiration by giving written notice to the other
                           party, if the other party materially fails or
                           neglects to perform its obligations under this
                           Agreement and the same is not cured or being cured to
                           the non-breaching party's reasonable satisfaction
                           within forty five (45) days after the non-breaching
                           party gives written notice specifying the nature and
                           extent of such material breach; provided, however,
                           that CIMA may not assert a material payment default
                           by AstraZeneca on invoiced amounts disputed in good
                           faith by AstraZeneca if AstraZeneca provides a
                           written description of the disputed amounts to CIMA.
                           Cure of a material payment default by AstraZeneca
                           will be made by remitting to CIMA the amount of the
                           overdue payment with accrued interest thereon,
                           calculated using a major US commercial bank rate
                           selected by CIMA, during the forty-five day period.

                  2.2.3    This Agreement shall terminate at the same time as
                           the termination (for whatever reason) of the Licence
                           Agreement and any notice to terminate served under
                           the terms of the Licence Agreement shall be deemed
                           also to be a notice to terminate this Agreement.

                  2.2.4    Either party may terminate this Agreement immediately
                           and without notice in the event that an application
                           is made by the other party for the appointment of a
                           receiver, trustee or custodian for any of the other
                           party's assets; a petition under any section or
                           chapter of the federal Bankruptcy Code or any similar
                           law or regulation of the United States or Puerto Rico
                           or the United Kingdom is filed by or against the
                           other party is not

                                       13
<PAGE>
                                                                    Exhibit 10.1

                           dismissed within sixty (60) days; the other party
                           makes an assignment for the benefit of its creditors;
                           the other party becomes insolvent or fails generally
                           to pay its debts when they come due; or if Control of
                           the other party passes to any persons who do not on
                           the Effective Date Control that party provided,
                           however, that such change in Control would result in
                           an unreasonable competitive situation for the party
                           claiming a right to terminate.

                  2.2.5    If AstraZeneca terminates this Agreement other than
                           under Sections 2.2.1 or 2.2.2, or if CIMA terminates
                           this Agreement under Section 2.2.2, then AstraZeneca
                           will pay to CIMA the amounts set out in clause 9.2(d)
                           of the Licence Agreement.

                  2.2.6    CIMA may terminate this Agreement upon
                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***] notice in the event that AstraZeneca
                           or its Affiliates commercialise under any agreement
                           with a third party a formulation of [***CONFIDENTIAL
                           TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION.***].
                           This restriction on AstraZeneca and its Affiliates is
                           subject to the right of AstraZeneca to self-supply
                           the Product under Section 3.2 of this Agreement.


                                       14
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                                                                    Exhibit 10.1

         2.3      ADDITIONAL REMEDIES

                  Termination of this Agreement for any reason will be without
                  prejudice to, and will not affect the right of, either party
                  to recover any and all damages to which it may be entitled, or
                  to exercise any other remedies that it may otherwise have.

         2.4      SURVIVAL

                  Clauses 10, 12, 13, 17, 18, 19, 20, 21, 22, 23, 24 and 26
                  shall survive the termination of this Agreement howsoever the
                  same occurs.

3        SALE AND PURCHASE

         3.1      Except under the conditions of clause 3.2 of this Agreement,
                  CIMA shall manufacture and supply all quantities of the
                  Product and Placebo required by AstraZeneca and within the
                  forecast limitations set forth in clause 5 of this Agreement
                  and AstraZeneca shall purchase all quantities of the Product
                  and Placebo during the Validation Phase and the Commercial
                  Phase from CIMA upon the terms of this Agreement and in
                  accordance with the provisions of the Quality Assurance
                  Agreement (as amended from time to time). In the event that
                  there is a conflict between the terms of this Agreement and
                  the terms of Quality Assurance Agreements, the terms of this
                  Agreement shall prevail.

         3.2      As described more particularly in Schedule 6 of this
                  Agreement, CIMA shall grant AstraZeneca a self supply option
                  for Product. The payments to be made by AstraZeneca to CIMA
                  under the terms of Schedule 6 shall be the only payments made
                  in relation to the self supply option and shall cover all
                  future strengths and

                                       15
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                                                                    Exhibit 10.1

                  dosage forms of the Product.

         3.3      Supply of quantities of Product substantially greater than
                  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]
                  tablets per calendar year may require investment on the part
                  of CIMA. Such quantities should be forecast in writing by
                  AstraZeneca no later than [***CONFIDENTIAL TREATMENT
                  REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION.***] prior to the date on
                  which AstraZeneca requires delivery of such quantity to
                  commence.

4        OBLIGATIONS IN RELATION TO MANUFACTURING AND SUPPLY STANDARDS

         4.1      CIMA undertakes to obtain and maintain all permits,
                  registrations and licences necessary for its equipment,
                  facilities and resources to be used to manufacture Placebo and
                  Product that meets the agreed Specification in accordance with
                  the terms of the Quality Assurance Agreement using purchased
                  excipients and Pre-printed Foil.

         4.2      CIMA shall hold agreed Safety Stock as described in Clause 7
                  and 8.

         4.3      CIMA shall provide AstraZeneca with a Certificate of Analysis
                  and agreed campaign documentation no later than
                  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]
                  (except in relation to Product

                                       16
<PAGE>
                                                                    Exhibit 10.1

                  under investigation by CIMA) after completion of blister
                  packing to initiate collection of Product by AstraZeneca. In
                  addition, fully signed manufacturing campaign validation
                  reports shall be provided by CIMA before the expiry of the
                  period stipulated in the relevant validation protocol.

         4.4      CIMA may employ a third party to test Product in whole or in
                  part, provided that such third party is approved by
                  AstraZeneca and that such party agrees to be bound by the
                  terms of the Quality Assurance Agreement. CIMA shall bear the
                  full liability for such third party costs.

         4.5      If revised manufacturing standards or revised Product
                  specifications are required which result in an increased cost
                  of production to CIMA, and which relate specifically to the
                  Product:

                  4.5.1    as a result of requests by external regulatory
                           bodies, the Parties shall discuss and agree on an
                           implementation plan to achieve such revisions within
                           thirty days of the revisions being known to both
                           Parties. AstraZeneca shall either bear the cost of
                           goods increases agreed or exercise its right to
                           self-supply described in clause 3.2 above;

                  4.5.2    as a result of a request by AstraZeneca, the Parties
                           shall discuss and agree an implementation plan to
                           achieve such revisions for which AstraZeneca shall
                           bear the cost in full on terms to be agreed;

                                       17
<PAGE>
                                                                    Exhibit 10.1

                  4.5.3    it is understood by the Parties that this clause 4
                           does not apply to failures by CIMA to meet the
                           existing standards and specifications.

         4.6      AstraZeneca shall provide forecasts and orders in accordance
                  with the terms of this Agreement and shall provide design and
                  text for variable Product information to CIMA no later than
                  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] in
                  advance of scheduled use by CIMA.

         4.7      AstraZeneca shall provide API to CIMA for use solely in the
                  manufacture of Product in accordance with Clause 7.

         4.8      AstraZeneca shall collect Product from CIMA's manufacturing
                  facility promptly after the provision by CIMA of agreed
                  documentation as described in Clause 4.3 and AstraZeneca shall
                  inspect the Product on arrival at AstraZeneca's user
                  facilities in accordance with its obligations under the
                  Quality Assurance Agreement.

         4.9      Each party shall inform the other party without delay of
                  receipt of notice of any impending or threatened litigation or
                  governmental investigation or impending audit of any kind that
                  is or could be related to the manufacture of Product.

                                       18
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                                                                    Exhibit 10.1

5        FORECASTING AND ORDERING

         5.1      During the Commercial Phase the following shall apply:

                  5.1.1    Prior to 30th October in each Calendar Year,
                           AstraZeneca shall provide CIMA with a forecast ("THE
                           ANNUAL FORECAST") of AstraZeneca's annual
                           requirements for the Product and Placebo for each
                           Calendar Quarter of the subsequent Calendar Year
                           which will be expressed in terms of formulation
                           batches, each formulation batch being not less than
                           equal to [***CONFIDENTIAL TREATMENT REQUESTED,
                           PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES
                           AND EXCHANGE COMMISSION.***] (a "BATCH").

                  5.1.2    In each Calendar Year after 2002, AstraZeneca shall
                           be obliged to purchase not less than [***CONFIDENTIAL
                           TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of
                           the Annual Forecast for Product and CIMA shall be
                           obliged to supply up to [***CONFIDENTIAL TREATMENT
                           REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                           SECURITIES AND EXCHANGE COMMISSION.***] of the Annual
                           Forecast for Product prorated equally throughout the
                           year.

                  5.1.3    For the avoidance of doubt, CIMA shall not be obliged
                           at any time to supply more than [***CONFIDENTIAL
                           TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
                           WITH THE SECURITIES

                                       19
<PAGE>
                                                                    Exhibit 10.1

                           AND EXCHANGE COMMISSION.***] of the Annual Forecast
                           in 5.1.2 or more than [***CONFIDENTIAL TREATMENT
                           REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                           SECURITIES AND EXCHANGE COMMISSION.***] tablets
                           (product plus placebo combined), whichever is the
                           smaller, in any given Calendar Year unless the
                           Parties agree otherwise.

                  5.1.4    In the event that AstraZeneca does forecast to
                           require more than such maximum quantity, CIMA shall
                           immediately notify AstraZeneca of its receipt of such
                           a forecast and CIMA is obliged to inform AstraZeneca
                           in writing within thirty (30) days of receipt of such
                           forecast what quantity (if any) above the maximum
                           forecast quantity CIMA is able to supply.

                  5.1.5    In order to assist CIMA's production planning,
                           AstraZeneca shall, at the end of each Calendar
                           Quarter provide to CIMA a non-binding update of
                           AstraZeneca's requirements for Product and Placebo
                           for the next fifteen calendar months, with the first
                           six (6) month-by-month and the remainder by quarter.

                  5.1.6    AstraZeneca shall place binding orders for the
                           Product and Placebo required in each Manufacturing
                           Quarter with CIMA not less than thirty (30) days
                           before the start of that Manufacturing Quarter.
                           Quantities of individual market variants of Product
                           required to be delivered in each calendar month of
                           that Calendar Quarter shall be provided by
                           AstraZeneca in the form of call-off/manufacturing
                           orders to be placed no

                                       20
<PAGE>
                                                                    Exhibit 10.1

                           later than one month prior to the start of the month
                           of delivery.

6        DELIVERY AND TITLE

         6.1      Unless otherwise agreed all quantities of the Product and
                  Placebo supplied pursuant to this Agreement shall be delivered
                  EXW, CIMA to load Product and Placebos on to collecting
                  vehicle at CIMA's risk, from CIMA's facility at Eden Prairie,
                  MN, USA (Incoterms 2000).

         6.2      Risk in respect of all Product and Placebo supplied to
                  AstraZeneca pursuant to this Agreement shall pass accordingly.
                  Title to all Product and Placebo supplied to AstraZeneca shall
                  at all times remain with AstraZeneca.

         6.3      API shall be delivered by AstraZeneca at AstraZeneca's expense
                  to CIMA's facility at 10000 Valley View Road, Eden Prairie, MN
                  55344 USA and AstraZeneca shall retain title to all deliveries
                  of API at all times. Risk shall pass with ownership and both
                  parties undertake to maintain adequate insurance cover.

7        API TO BE SUPPLIED TO CIMA

         7.1      All deliveries of API shall meet agreed API and package
                  specifications and be accompanied by a Certificate of Analysis
                  and with at least [***CONFIDENTIAL TREATMENT REQUESTED,
                  PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION.***] of its agreed shelf life

                                       21
<PAGE>
                                                                    Exhibit 10.1

                  remaining.

         7.2      CIMA shall store API in conditions approved by AstraZeneca and
                  shall rotate stock held to eliminate shelf life losses.

         7.3      CIMA shall test and handle API consistent with information
                  provided by AstraZeneca and in compliance with local laws and
                  regulations.

         7.4      All API deliveries must meet CIMA approved packaging,
                  documentation and labelling; including certificate of
                  analysis; gross/tare/net weight and manufacturing lot number.
                  The quantities and timing of deliveries shall be as follows:

                  7.4.1    During the Commercial Phase the Parties shall ensure
                           that a safety stock of API is maintained (the "API
                           Safety Stock") equivalent to [***CONFIDENTIAL
                           TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of
                           the Annual Forecast of Product (provided by
                           AstraZeneca on 30th October each Calendar Year)
                           multiplied by the agreed conversion ratio of
                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***]. CIMA shall provide AstraZeneca at
                           the time of the monthly Stock Report described in
                           Clause 9 with the date that AstraZeneca needs to
                           deliver stock replenishment material in quantities
                           not less than [***CONFIDENTIAL TREATMENT

                                       22
<PAGE>
                                                                    Exhibit 10.1

                           REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                           SECURITIES AND EXCHANGE COMMISSION.***]. Such
                           forecast delivery date shall not be less than 1 month
                           after the month that the stock report is issued to
                           AstraZeneca.

                  7.4.2    It is recognised by the parties that if AstraZeneca's
                           actual requirements vary substantially within the
                           allowed limits of Clause 5.1.2 and 5.1.4, that
                           adjustments may be needed to the API Safety Stock
                           level described in Clause 7.4.1 above. In such an
                           event, CIMA shall notify AstraZeneca at the time of
                           the monthly Stock Report that a new API Safety Stock
                           level is required and recommend new deliveries of API
                           that are required.

         7.5      During the Commercial Phase CIMA shall consume API at the rate
                  of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]
                  Batch .API consumed in excess of this rate shall be replaced
                  by AstraZeneca but at the expense of CIMA based on an API
                  price of USD [***CONFIDENTIAL TREATMENT REQUESTED, PORTION
                  OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION.***]. CIMA shall provide a breakdown in writing of
                  any amounts due and shall make payment due in a Calendar Year
                  within 30 days after the end of that Calendar Year as part of
                  the reconciliation described in Clause 11.

8        PRE-PRINTED FOILS AT CIMA

                                       23
<PAGE>
                                                                    Exhibit 10.1

         8.1      Some markets for the Product require Pre-printed Lidding Foil
                  ("Pre-printed Lidding Foil"). AstraZeneca shall supply to CIMA
                  its design and text for the Pre-printed Lidding Foil for such
                  markets at least three (3) months in advance of CIMA's
                  manufacture of the Product for such markets. The cost for the
                  Pre-printed Lidding Foil has not been included in the costing
                  on Schedule 4. CIMA agrees to provide and AstraZeneca agrees
                  to pay [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION.***] per tablet for all Product manufactured using
                  the Pre-printed Lidding Foil. This additional cost will be
                  billed to AstraZeneca in addition to the costs on Schedule 4.

9        STOCK REPORTING

         9.1      CIMA shall provide a stock report at the end of each calendar
                  month in the format as attached in Schedule 3 relating to API
                  stock holding and performance against agreed conversion ratios
                  as described in Clause 7.6 (the "Stock Report").

         9.2      In addition CIMA at the time of the report

                  (a) will recommend adjustments to API Safety Stock levels and
                  request stock replenishment quantities of API from AstraZeneca
                  as described in Clauses 7.4.2; and

                  (b) will recommend adjustments to Pre-printed Foil Safety
                  Stock levels

                                       24
<PAGE>
                                                                    Exhibit 10.1

                  both for confirmation by AstraZeneca within [5] working days.

10       PRICE

         10.1     All sums payable by AstraZeneca under this Agreement are
                  exclusive of Value Added Tax which, if payable, shall be borne
                  and paid by AstraZeneca upon the provision by CIMA of an
                  appropriate VAT invoice.

         10.2     The price to be paid by AstraZeneca for Product and Placebos
                  during the Commercial Phase will conform to the pricing in
                  Schedule 4.

         10.3     Subject to the exceptional circumstances set out in Clause 4.5
                  of this Agreement, the prices in Schedule 4 shall remain fixed
                  through [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION.***]. On [***CONFIDENTIAL TREATMENT REQUESTED,
                  PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION.***] and thereafter, the prices in
                  Schedule 4 shall be adjusted [***CONFIDENTIAL TREATMENT
                  REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION.***].

                                       25
<PAGE>
                                                                    Exhibit 10.1

11       ORDER AND INVOICE PRICING AND RECONCILIATION

         11.1     During the Commercial Phase, Product and Placebo shall be
                  ordered and invoiced as follows:

                  11.1.1   In addition to the prices specified in Schedule 4 the
                           following surcharges shall apply,

                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***]

                           cassette surcharge Pre-printed Lidding Foil surcharge

                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***]

                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***]

                           cassette surcharge Pre-printed Lidding Foil surcharge

                           [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION.***]

                                       26
<PAGE>
                                                                    Exhibit 10.1

                  11.1.2   Within thirty days of the end of the first calendar
                           year CIMA shall debit or credit AstraZeneca with an
                           amount equal to the difference between the amount so
                           invoiced and the sum due with respect to the
                           aggregate of:

                           (a) Prices for Product as described in Schedule 4
                           that take account of cumulative batches and variants
                           actually ordered; and

                           (b) sums due in respect of performance against API
                           conversion ratio according to clause 7.5.

                  11.1.3   For each Calendar Year thereafter Placebos and the
                           cassette surcharge will continue to be used in orders
                           and invoices as described in Clause 11.1.2 but
                           Product will be ordered and invoiced at prices
                           according to Schedule 4 and where the cumulative
                           number of Batches of Product shall be taken as the
                           sum of the Batches of Product in the previous year
                           plus those Batches of Product forecast in
                           AstraZeneca's Annual Forecast for the year in
                           question and the number of variants forecast to be
                           ordered shall be taken as 5-12.

                  11.1.4   Within thirty days of the end of the calendar year
                           CIMA will debit or credit AstraZeneca with an amount
                           as described in clause 11.1.2.

12       PAYMENT

                                       27
<PAGE>
                                                                    Exhibit 10.1

         AstraZeneca shall pay all invoices in full in US Dollars by wire
         transfer to CIMA's registered office at Eden Prairie, Minnesota no
         later than 30 days following receipt of invoice (by fax or otherwise)
         subject to CIMA complying with its obligations under clause 4.3 of this
         Agreement.

13       WARRANTIES, QUALITY OF THE PRODUCT AND LIABILITY

         13.1     CIMA hereby warrants and undertakes to AstraZeneca that:

                  13.1.1   the performance by CIMA of its obligations to
                           AstraZeneca hereunder will not breach any covenant or
                           obligation of CIMA to any third party, or infringe
                           any rights of any third party; CIMA is not aware of
                           any matter or impediment which would prevent CIMA
                           from performing or would restrict or hinder CIMA in
                           the performance of its obligations hereunder;

                  13.1.2   Product to be supplied to AstraZeneca pursuant to
                           this Agreement (and all associated packaging and
                           documentation) shall be manufactured, analysed and
                           supplied in accordance with the provisions of Clause
                           4 which are summarised in Schedule 5 as supply
                           parameters (the "Supply Parameters").

         13.2     CIMA will inform AstraZeneca promptly in writing of any event
                  which in the reasonable judgement of CIMA may adversely affect
                  the suitability of the Product for AstraZeneca's use.

                                       28
<PAGE>
                                                                    Exhibit 10.1

         13.3     AstraZeneca shall notify CIMA of any non-compliance with the
                  Supply Parameters within forty-five (45) days of AstraZeneca's
                  receipt of Product. If and to the extent that AstraZeneca has
                  failed to examine the Product in accordance with this clause
                  13.3 (or it has failed to so notify CIMA in accordance with
                  this clause 13.3) the relevant consignment of the Product
                  shall be deemed to have been accepted by AstraZeneca in
                  satisfactory condition in respect of all damage, shortage or
                  defects which would have been discovered upon such
                  examination.

         13.4     CIMA and AstraZeneca agree to make best endeavours to resolve
                  all claims made in accordance with Clause 13.3. If a dispute
                  arises between the parties in relation to such claims which
                  cannot be resolved by the parties within ninety(90) days of a
                  claim being notified by AstraZeneca pursuant to clause 13.3,
                  either party shall be entitled to require that the matter in
                  dispute be referred to an independent expert nominated by
                  agreement of the parties or, failing agreement, appointed by
                  [the President of the International Chamber of Commerce,
                  Paris] at the instigation of either party. Such referral shall
                  be solely for the purpose of establishing whether or not there
                  is any shortage, damage or defect (as the case may be) in
                  relation to the Supply Parameters. Save in the case of fraud
                  or manifest error the decision of such independent expert
                  shall be binding upon the parties. In the event that the
                  independent expert decides there was no shortage, damage or
                  defect, the costs of the independent expert shall be borne by
                  AstraZeneca. In all other circumstances, the costs of the
                  independent expert shall be borne by CIMA.

                                       29
<PAGE>
                                                                    Exhibit 10.1

         13.5     If AstraZeneca brings a claim against CIMA in respect of a
                  defect in any Product supplied or in any associated packaging
                  or documentation, CIMA's liability in respect of such claim
                  shall at AstraZeneca's option be limited to either:-

                  13.5.1   replacing the defective item at CIMA's expense; or at
                           AstraZeneca's sole discretion;

                  13.5.2   refunding to AstraZeneca the cost paid to CIMA by
                           AstraZeneca for such defective item.

         13.6     In the event of AstraZeneca bringing a claim against CIMA in
                  respect of a non-disclosed change (as described in the Quality
                  Assurance Agreement) CIMA shall be required to bear the cost
                  of any resulting validation of the change and the cost of
                  obtaining any necessary regulatory approvals or alternatively
                  (at AstraZeneca's option) reverting to the original form of
                  manufacture and bearing the cost of any recall of Product
                  necessitated by such non-disclosed change.

         13.7     In the event of direct loss or damage to AstraZeneca's
                  employees, agents or contractors; to AstraZeneca's property or
                  to the environment associated with production using the
                  Product (and excluding circumstances which have been caused
                  directly by API or the negligence of AstraZeneca or its
                  employees, agents or contractors) CIMA shall bear the full
                  cost of any such loss or damage PROVIDED THAT CIMA shall bear
                  no liability for special, indirect or consequential loss.

                                       30
<PAGE>
                                                                    Exhibit 10.1

         13.8     In the event of direct loss or damage to CIMA's employees,
                  agents or contractors; to CIMA's property or to the
                  environment arising out of its due performance of its
                  obligations under this Agreement (and excluding circumstances
                  which have been caused directly by the negligence of CIMA or
                  its employees, agents or contractors) AstraZeneca shall bear
                  the full cost of any such loss or damage PROVIDED THAT
                  AstraZeneca shall bear no liability for special, indirect or
                  consequential loss.

         13.9     CIMA UNDERTAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR
                  IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF
                  MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY AND
                  ALL LIABILITY FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

14       VENDOR PERFORMANCE

         CIMA shall comply with the Vendor Rating Scheme an indicative version
         of which is set out in Schedule 5 and shall use its best endeavours to
         maintain Division 1 status throughout the term of this Agreement.

15       FORCE MAJEURE

         15.1     Subject to clause 15.3, each party shall be released from its
                  obligations under this Agreement to the extent that its
                  performance hereunder is delayed, hindered or prevented by
                  circumstances which are not within its reasonable control,

                                       31
<PAGE>
                                                                    Exhibit 10.1

                  including, without limitation, acts or restraints of
                  governments or public authorities; war, revolution, riot or
                  civil commotion; strikes, lock-outs or other industrial
                  action; blockage or embargo; failure of supplies of power,
                  fuel, transport, equipment or other goods or services; and
                  explosion, fire, flood or natural disaster (a "Force Majeure
                  Event").

         15.2     The party affected by such circumstances shall, as soon as it
                  becomes aware of them, give full written particulars of them
                  to the other party, and shall use best endeavours to resume
                  full performance of its obligations under this Agreement
                  without delay, and pending such resumption shall use best
                  endeavours to facilitate any efforts that the other party may
                  make to procure an alternative method by which its obligations
                  under this Agreement may be performed. Furthermore, if, as a
                  result of a Force Majeure Event CIMA is unable to supply the
                  quantity of Product ordered by AstraZeneca or the quantity
                  which AstraZeneca would have ordered but for such
                  circumstances then:-

                  15.2.1   AstraZeneca shall be obliged to purchase such Product
                           as it has actually ordered but at the price which
                           would have applied under schedule 4 had CIMA been
                           able to supply and had AstraZeneca purchased the
                           quantities actually required by AstraZeneca; and

                  15.2.2   if such circumstances continue or are forecast to
                           continue for more than [***CONFIDENTIAL TREATMENT
                           REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                           SECURITIES AND EXCHANGE COMMISSION.***], CIMA shall
                           use all reasonable endeavours to offer to

                                       32
<PAGE>
                                                                    Exhibit 10.1

                           AstraZeneca alternative capacity for Product (at
                           prices and on terms to be agreed) which can be
                           operable within a further [***CONFIDENTIAL TREATMENT
                           REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                           SECURITIES AND EXCHANGE COMMISSION.***] to the
                           standards required by the Quality Assurance
                           Agreement; and

                  15.2.3   CIMA shall allocate all available capacity of Product
                           produced by CIMA proportionally as between CIMA,
                           AstraZeneca and other customers of CIMA and CIMA
                           shall be deemed to have supplied the Product ordered
                           or forecast for the purposes of calculating the price
                           of the Product.

         15.3     Neither party shall be entitled to relief under this clause 15
                  for any delay or failure in performing any of its payment
                  obligations under this Agreement.

         15.4     If a Force Majeure Event other than the supply of API prevails
                  for a continuous period in excess of [***CONFIDENTIAL
                  TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION.***], the party entitled to
                  notification of such circumstances in accordance with clause
                  15.2 may, without prejudice to any other rights or remedies
                  which may be available to it, terminate this Agreement with
                  immediate effect by giving written notice of termination to
                  the other party.

         15.5     If AstraZeneca is notified of a Force Majeure Event, the
                  obligation upon AstraZeneca to purchase the Product from CIMA
                  in accordance with this

                                       33
<PAGE>
                                                                    Exhibit 10.1

                  Agreement shall be suspended for the duration of the force
                  majeure event.

16       HARDSHIP

         16.1     For so long as any circumstances prevail which prevent or
                  impede AstraZeneca from using or selling the Product and which
                  AstraZeneca cannot control by taking all measures which can
                  reasonably be expected then AstraZeneca shall not be obliged
                  to place any further orders for the Product notwithstanding
                  any other provision of this Agreement but shall be obliged to
                  purchase such quantities of Product as it has actually
                  ordered. If such circumstances prevail for a period of
                  [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] or
                  more, AstraZeneca shall be entitled to terminate this
                  Agreement forthwith on written notice to CIMA PROVIDED THAT,
                  on or prior to such termination, AstraZeneca shall:

                  (i) purchase all Product actually ordered prior to the date of
                  termination at the price specified in Schedule 4 and

                  (ii) pay CIMA for the purchase value of Pre-printed Foil
                  Safety Stock it holds or has ordered solely for use in the
                  manufacture of Product; and

                  (iii) compensate CIMA for all reasonable costs and expenses
                  incurred by CIMA (including the costs of excipients and
                  packaging materials specific to AstraZeneca purchased or
                  manufactured by CIMA solely for use in the

                                       34
<PAGE>
                                                                    Exhibit 10.1

                  manufacture of Product) in order to comply with its
                  obligations to supply Product pursuant to this Agreement such
                  costs and expenses not to exceed the cost of manufacturing six
                  (6) months' Safety Stock based on the latest forecast.

17       CONFIDENTIALITY

         17.1     Subject to clause 18, any know-how or other information
                  proprietary to either party to this Agreement which is
                  disclosed by that party ("the Discloser") or on its behalf to
                  the other party ("Recipient") in connection with this
                  Agreement ("Confidential Information") shall remain the
                  property of the Discloser and shall not, without the prior
                  written consent of the Discloser, be disclosed to any third
                  party or used by the Recipient except for the performance of
                  the Recipient's obligations under this Agreement.

         17.2     The obligations of non-use and confidentiality contained in
                  this clause 17 shall not apply to any information which the
                  Recipient can reasonably demonstrate;

                  17.2.1   was already in the possession of the Recipient and at
                           the Recipient's free use and disposal or in the
                           public domain (through no fault of the Recipient)
                           prior to its disclosure by the Discloser hereunder;
                           or

                  17.2.2   is purchased or otherwise legally acquired by the
                           Recipient at any time from a third party having good
                           title thereto and the right to disclose the same; or

                                       35
<PAGE>
                                                                    Exhibit 10.1

                  17.2.3   comes into the public domain, otherwise than through
                           the fault of the Recipient; or

                  17.2.4   is independently generated by the Recipient without
                           any recourse or reference to the information
                           disclosed by the Discloser.

                  All documents supplied by either party to the other which
                  contain Confidential Information within the scope of this
                  clause 17 shall be promptly returned by the Recipient to the
                  Discloser upon the expiry or termination of this Agreement.
                  The obligations of each party under this clause shall survive
                  the expiry or termination of this Agreement provided that the
                  Recipient shall have the right to retain in its legal
                  department a single copy for archival purposes to ensure
                  compliance with the above obligations.

         17.3     In addition to the Confidential Information identified in
                  clause 17, each party shall treat as Confidential Information
                  all information which it receives or obtains relating to:

                  17.3.1   the contents of or negotiations relating to this
                           Agreement; and

                  17.3.2   the business and customers of the other party.

         17.4     Each of the parties may disclose Confidential Information to
                  its directors and employees and professional advisers who need
                  to know the Confidential Information, provided that each party
                  shall procure that prior to such disclosure

                                       36
<PAGE>
                                                                    Exhibit 10.1

                  each of those directors, employees and professional advisers
                  to whom Confidential Information is to be disclosed is made
                  aware of the confidentiality obligations herein contained and
                  undertakes to adhere to such terms of this Agreement as if he
                  were a party to it.

         17.5     Each party is entitled to disclose Confidential Information to
                  Associated Companies, provided that each party shall procure
                  that prior to such disclosure each of those Associated
                  Companies to which Confidential Information is to be disclosed
                  is made aware of the confidentiality obligations herein
                  contained and undertakes to adhere to such terms of this
                  Agreement as if it were a party to it.

         17.6     Nothing in this clause 17 shall preclude disclosure of any
                  Confidential Information required by any governmental or
                  regulatory authority or court entitled by law to disclosure of
                  the same including, for the avoidance of doubt, any
                  information required for disclosure under the Securities Act
                  of 1933 (as amended) or the Securities Exchange Act of 1934
                  (as amended) or in accordance with the regulations of any
                  recognised stock exchange, or which is required by law,
                  provided that the party concerned promptly notifies the other
                  party when such requirement to disclose has arisen.

18       ANNOUNCEMENTS/PUBLICITY

         18.1     Save as expressly permitted in clause 18.2 neither party shall
                  make any announcement about the transaction contemplated by
                  this Agreement without the

                                       37
<PAGE>
                                                                    Exhibit 10.1

                  prior written consent of the other party.

         18.2     If any announcement concerning the transaction contemplated by
                  this Agreement or any ancillary matter is required of a party
                  by law or any securities exchange or regulatory or
                  governmental body to which either party is subject, the
                  announcement shall be made only after informing the other
                  party as to the terms of and timetable for publication of any
                  such announcement (if such consultation is reasonably
                  practicable).

19       NOTICES

         19.1     All notices and other communications given or made in relation
                  to this Agreement;

                  19.1.1   shall be in English and in writing;

                  19.1.2   shall be delivered by hand or courier or sent by
                           facsimile;

                  19.1.3   shall be delivered or sent to the party concerned at
                           the relevant address or facsimile number, shown in
                           clause 19.2 subject to such amendments as may be
                           notified from time to time in accordance with this
                           clause by the relevant party to the other party by no
                           less than three (3) Business Days' notice; and

                                       38
<PAGE>
                                                                    Exhibit 10.1

                  19.1.4   shall be deemed to have been duly given or made if
                           addressed in the aforesaid manner:

                           19.1.4.1 if delivered by hand or courier, upon
                                    delivery; and

                           19.1.4.2 if sent by facsimile, when a complete and
                                    legible copy of the communication, has been
                                    received at the appropriate address,

                           provided that if any notice or other communication
                           would otherwise become effective on a non-Business
                           Day or after 5.00 p.m. on a Business Day, it shall
                           instead be deemed to be given or made at 10.00 a.m.
                           on the next Business Day.

         19.2     The initial details for the purposes of clause 19.1 are: For
                  AstraZeneca

                  Alderley House, Alderley Park

                  Macclesfield, Cheshire

                  SK10 4TF, England

                  Facsimile: 01625 514061

                  For the attention of: Supply Manager


                  For CIMA

                  10000 Valley View Road

                  Eden Prairie

                                       39
<PAGE>
                                                                    Exhibit 10.1

                  MN 55344

                  U.S.A.

                  Facsimile: 001 612 947 8770

                  For the attention of: President and Chief Executive Officer


20       AGENCY, PARTNERSHIP OR JOINT VENTURE EXCLUDED

         20.1     Nothing in this Agreement shall be construed so as to
                  constitute either party to be the agent of the other.

         20.2     Nothing in this Agreement and no action taken by the parties
                  pursuant to this Agreement shall constitute a partnership or
                  joint venture of any kind between the parties.

21       NON-ASSIGNMENT

         21.1     Save as hereinafter provided this Agreement shall not be
                  assigned nor any of the obligations hereunder transferred (nor
                  the performance of any obligation hereunder sub-contracted) by
                  either party except with the prior written consent of the
                  other, provided that no consent shall be required in the cases
                  of an assignment or transfer to an Associated Company of that
                  party provided that any such assignment shall be made on terms
                  that, should any such assignee cease to be an Associated
                  Company of the assignor then the Agreement and any obligations
                  which have been transferred to the assignee shall be
                  transferred

                                       40
<PAGE>
                                                                    Exhibit 10.1

                  back to the assignor.

22       ENTIRE AGREEMENT

         22.1     Each party acknowledges that in entering into this Agreement
                  it places no reliance on any representation or warranty
                  relating to the subject matter of this Agreement, save for the
                  representations and warranties expressly set out herein.

         22.2     Subject to any terms implied by law, this Agreement, the
                  Licence Agreement and the Quality Assurance Agreements
                  together represent the entire agreement between the parties in
                  relation to the subject matter of this Agreement and supersede
                  any previous agreement or arrangement, between the parties in
                  relation to that subject matter whether written or oral or
                  which might be inferred from the conduct of the parties.

23       REMEDIES AND WAIVERS

         23.1     No delay or omission on the part of either party in exercising
                  any right, power or remedy provided by law or under this
                  Agreement shall:-

                  23.1.1   impair such right, power or remedy; or

                  23.1.2   operate as a waiver thereof.

                                       41
<PAGE>
                                                                    Exhibit 10.1

         23.2     The single or partial exercise of any right, power or remedy
                  provided by law or under this Agreement shall not preclude any
                  other or further exercise thereof or the exercise of any other
                  right, power or remedy.

         23.3     The rights, powers and remedies provided in this Agreement are
                  cumulative and not exclusive of any rights, powers and
                  remedies provided by law.

24       SEVERABILITY/INVALIDITY

         24.1     Should any provision of this Agreement be held to be illegal,
                  invalid or unenforceable in any respect by any judicial or
                  other competent authority under the law of any jurisdiction:

                  24.1.1   such provision shall, so far as it is illegal,
                           invalid or unenforceable in any jurisdiction, be
                           given no effect by the parties and shall be deemed
                           not to be included in this Agreement in that
                           jurisdiction;

                  24.1.2   the other provisions of this Agreement shall be
                           binding on the parties in that jurisdiction as if
                           such provision were not included herein;

                  24.1.3   the legality, validity and enforceability of the
                           provision in any other jurisdiction shall not be
                           affected or impaired; and

                  24.1.4   the parties agree to negotiate in good faith to amend
                           such provision to the extent possible for
                           incorporation herein in such reasonable manner as

                                       42
<PAGE>
                                                                    EXHIBIT 10.1


                           most closely achieves the intention of the parties
                           and without rendering such provision invalid or
                           unenforceable.

25       VARIATIONS AND/OR AMENDMENTS

         25.1     This Agreement may only be varied or amended by agreement in
                  writing signed by or on behalf of the parties.

26       LAW AND JURISDICTION

         26.1     This Agreement shall be governed by, interpreted and enforced
                  in accordance with the laws of the State of Delaware, without
                  regard to its choice of law provisions.

         26.2     The parties will use all reasonable efforts to resolve in an
                  amicable fashion any dispute, claim or controversy that may
                  arise relating to the terms or performance of this Agreement.
                  If the parties are unable to resolve such dispute within
                  thirty (30) days after initial notice, either party may, by
                  notice to the other, have such dispute referred to a senior
                  officer of each company. Such officers shall attempt to
                  resolve the dispute by good faith negotiation within thirty
                  (30) days after receipt of such notice. If the designated
                  officers are not able to resolve such dispute within ninety
                  (90) days after receipt of such notice, the parties will
                  submit the dispute to arbitration by a single arbitrator in
                  Minneapolis, Minnesota, in accordance with the Commercial
                  Arbitration Rules of the American Arbitration Association then
                  in effect. The arbitrator must be a retired judge of a state
                  or federal court of the United States or a licensed lawyer
                  with at least ten (10) years

                                       43
<PAGE>
                                                                    EXHIBIT 10.1

                  of intellectual property law experience from a law firm with
                  at least ten (10) attorneys and at least an AV rating by
                  Martindale Hubbell. A list of ten (10) potential arbitrators
                  shall be obtained from the AAA. Each party to the dispute will
                  rank the potential arbitrators from one to ten with one being
                  the most desirable. The arbitrator who receives the least
                  points shall be the arbitrator for such dispute. If there is a
                  tie, a random drawing will be held and the first arbitrator
                  chosen will be the arbitrator for the dispute. Judgment upon
                  the arbitration award will be final, binding and conclusive
                  and may be entered in any court having jurisdiction. The
                  parties hereto further agree that the arbitrator is not
                  authorised to award any punitive damages in connection with
                  any controversy or claim settled by arbitration hereunder.

27       COUNTERPARTS

         27.1     This Agreement may be executed in more than one counterpart,
                  each of which when executed and delivered shall be deemed to
                  constitute an original. This Agreement shall become effective
                  when one or more counterparts have been signed by both parties
                  and such a counterpart (so signed) has been delivered to each
                  of the parties.

IN WITNESS whereof this Agreement has been entered into the day and year first
above written.

SIGNED for and on behalf of
CIMA LABS INC

/s/ John M. Siebert

Name John M. Siebert

                                       44
<PAGE>
                                                                    EXHIBIT 10.1

Title President & CEO

Date August 23, 2001


SIGNED for and on behalf of
ASTRAZENECA UK LIMITED

/s/ C.R.W. Petty
C R W Petty
Authorised Signatory

Date 31 August 2001

                                       45
<PAGE>
                                                                    EXHIBIT 10.1

                                   SCHEDULE 1

                              PRODUCT SPECIFICATION


     [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION; 4 pages omitted. ***]
<PAGE>
                                                                    EXHIBIT 10.1


                                   SCHEDULE 2

                       PACKING SPECIFICATION FOR UK AND US

     [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION; 2 pages omitted. ***]
<PAGE>
                                                                    EXHIBIT 10.1

                                   SCHEDULE 3

                             STOCK REPORTING FORMAT


     [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION; 3 pages omitted. ***]
<PAGE>
                                                                    EXHIBIT 10.1

                                   SCHEDULE 4

PRICE MATRIX [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] MG TABLETS


CIMA TABLET PRICES

[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION; 4 pages omitted. ***]
<PAGE>
                                                                    EXHIBIT 10.1

                                   SCHEDULE 6

                                SELF SUPPLY TERMS

1.       CIMA will grant to AstraZeneca an option to manufacture or have
         manufactured up to one hundred percent (100%) of its requirements of
         the Product for distribution, marketing and sale by AstraZeneca, its
         Affiliates and sublicensees ("Self-Supply") commencing at any time
         after the [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] after
         commercial launch of the [***CONFIDENTIAL TREATMENT REQUESTED, PORTION
         OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION.***] formulation of Product, except as provided in Section 2
         below. AstraZeneca may exercise such option by so notifying CIMA in
         writing at least three (3) months before AstraZeneca requires the
         Technology Transfer to begin that AstraZeneca intends to Self-Supply.
         If AstraZeneca exercises its option to Self-Supply, AstraZeneca shall
         pay an Option fee (the "Self-Supply Option Fee") equal to
         [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION.***]. For the avoidance of
         doubt, no further payments will be due from AstraZeneca to CIMA in
         respect of this option to Self-Supply any other (future or existing)
         dosage forms of the Product..

2.       If CIMA is unable to supply AstraZeneca with AstraZeneca's requirements
         of the Product, for any reason other than force majeure of a duration
         less than 60 days, (or AstraZeneca's inability to supply API as
         specified in Clause 7 of the Agreement) AstraZeneca may elect to
         manufacture the Product or have it manufactured by its Affiliates and
         sublicensees. In such situation, if AstraZeneca has already elected to
         Self-Supply at the time CIMA becomes unable to supply the balance of
         AstraZeneca's requirements, AstraZeneca will receive a refund of any
         portion of the
<PAGE>
                                                                    EXHIBIT 10.1

         Self-Supply Option Fee that AstraZeneca has paid to CIMA. However,
         AstraZeneca shall in such circumstances continue to be obligated to pay
         to CIMA the per tablet fee referred to in Section 3 below.

         If CIMA subsequently becomes able to again supply AstraZeneca with
         AstraZeneca's requirements of the Product and AstraZeneca elects to
         purchase any portion of its requirements of the Product from CIMA or
         elects to have CIMA reserve manufacturing capacity for manufacture of
         any portion of AstraZeneca's requirements of the Product, AstraZeneca
         shall repay to CIMA that portion of the Self-Supply Option fee refunded
         to AstraZeneca under this Section 2.

3.       If AstraZeneca elects to Self-Supply or to manufacture under Section 2
         of this Schedule, in addition to the technology transfer fee,
         AstraZeneca shall pay to CIMA either (i) [***CONFIDENTIAL TREATMENT
         REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION.***] per tablet manufactured by AstraZeneca, if at
         the time AstraZeneca elects to self-supply CIMA is supplying finished
         packaged Product to AstraZeneca, or (ii) [***CONFIDENTIAL TREATMENT
         REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION.***] per tablet manufactured by AstraZeneca, if at
         the time AstraZeneca elects to Self-Supply CIMA is supplying bulk,
         unpackaged blisters to AstraZeneca.

4.       If AstraZeneca elects to Self-Supply or to manufacture, under Section 2
         of this Schedule, AstraZeneca will have no right to make changes of any
         kind to the Product or the manufacturing process without CIMA's written
         consent, may not use of permit its Affiliates or sublicencees to use
         the technology for any purpose other

                                       2
<PAGE>
                                                                    EXHIBIT 10.1

         than to manufacture the Product, and may not permit its Affiliates or
         sublicensees to further transfer the technology. If AstraZeneca ceases
         to utilise the manufacturing technology to manufacture the Product, the
         manufacturing licence will automatically terminate and revert to CIMA.

5.       If AstraZeneca elects to Self-Supply or to manufacture under Section 2
         of this Schedule, CIMA will provide to AstraZeneca, its Affiliates
         and/or sublicensees, at AstraZeneca's sole expense, technical support
         and assistance to ensure the smooth and satisfactory establishment of
         the DuraSolv Technology at the new manufacturing site.




                                       3

</TEXT>
</DOCUMENT>
