HALSEY DRUG CO INC/NEW
USE AND LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>y95594exv10w2.txt
<DESCRIPTION>USE AND LICENSE AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                            Use and License Agreement
                            -------------------------

     This Use and License Agreement (this "Agreement") is dated and entered into
on this the 19th day of March, 2004 (the "First Closing Date"), by and among
HALSEY DRUG CO., INC., a New York corporation with offices at 616 N. North
Court, Suite 120, Palatine, Illinois 60067 ("Halsey"), AXIOM PHARMACEUTICAL
CORPORATION, a Delaware corporation and wholly-owned direct subsidiary of Halsey
with offices at 616 N. North Court, Suite 120, Palatine, Illinois 60067 ("Axiom"
and, together with Halsey, collectively and individually, the "Seller"), and
IVAX PHARMACEUTICALS NEW YORK LLC, a New York limited liability company with
offices at 77 Brenner Drive, Congers, New York 10920 (the "Purchaser") (the
Seller and the Purchaser, collectively, the "Parties", and each individually, a
"Party").

                             PRELIMINARY STATEMENTS
                             ----------------------

     A. In connection with the assignment to the Purchaser of (i) all the
Seller's rights, title and interests in and to the Brenner Contract of Sale (as
defined in the Asset Purchase Agreement) relating to the Brenner Facility (as
hereinafter defined) and (ii) Seller's tenant interest in the Wells Avenue Lease
(as defined in the Asset Purchase Agreement) relating to the Wells Facility (as
hereinafter defined, collectively together with the Brenner Facility, the
"Facilities", and each individually, a "Facility"), each pursuant to the
transactions, documents and deliveries contemplated by the Asset Purchase
Agreement entered into by the Parties on this date (the "Asset Purchase
Agreement"), the Seller also desires to sell, and the Purchaser desires to
purchase, subject to the terms and conditions set forth therein, the Seller's
rights in the Products as well as the Halsey Equipment, Intellectual Property,
Product Registrations, Transferred Documentation and Manufacturing Information
(each, as defined in the Asset Purchase Agreement).

     B. The Parties have agreed that, pending Shareholder Approval of the
Transactions Requiring Shareholder Approval (as such terms are defined in the
Asset Purchase Agreement), the Seller shall grant to the Purchaser the exclusive
right and license to exploit the Second Closing Acquired Assets (as defined in
the Asset Purchase Agreement) for its own commercial purposes, as more
particularly set forth in this Agreement.

     C. The Purchaser and the Seller have entered into this Agreement to induce
the Purchaser to enter into the Asset Purchase Agreement which it would not do
but for the agreement of the Seller to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing preliminary statements
and the mutual agreements and covenants set forth herein, the Parties hereby
agree as follows:



1.       DEFINITIONS; INTERPRETATION

     1.1 Definitions. Capitalized terms not otherwise defined in this Agreement
shall have the meanings assigned to such terms in the Asset Purchase Agreement.
As used in this




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Agreement, the following terms shall have the respective meanings set forth in
this Section 1.1, unless otherwise specifically indicated.

          (a) "Affiliates" shall mean, with respect to any Person, any Persons
directly or indirectly controlling, controlled by, or under common control with,
such Person. For purposes hereof, the term "controlled" (including the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the direct or indirect ability or power to
direct or cause the direction of management policies of such Person or otherwise
direct the affairs of such Person, whether through ownership of voting
securities or otherwise.

          (b) "ANDA" shall mean an abbreviated new drug application requesting
permission to place a drug on the market in accordance with 21 C.F.R. Part 314
Subpart C, and all supplements filed pursuant to the requirements of the FDA,
including all documents, data and other information concerning the applicable
drug which are necessary for FDA approval to market the drug in the United
States.

          (c) "Bankruptcy Code" shall have the meaning assigned to such term in
Section 4.1.

          (d) "Brenner Facility" shall mean the land, facilities and equipment
leased by the Seller at 77 Brenner Drive, Congers, New York, being formerly
known as Lot 22.02, Block A, Section 128 and being currently known as Lot 12,
Block 2, Section 44.7 on the tax map of the Town of Clarkstown, Rockland County,
New York.

          (e) "Confidential Asset Information" shall have the meaning assigned
to such term in the Asset Purchase Agreement.

          (f) "DEA" shall mean the United States Drug Enforcement Administration
and any successor agency or entity that may be established hereafter.

          (g) "FDA" shall mean the United States Food and Drug Administration
and any successor agency or entity that may be established hereafter.

          (h) "First Closing Date" shall have the meaning assigned to such term
in the Asset Purchase Agreement.

          (i) "First Refusal Period" shall have the meaning set forth in Section
3.3.

          (j) "Licensee" shall have the meaning set forth in Section 4.2.

          (k) "Licensor" shall have the meaning set forth in Section 4.2.

          (l) "Non-Packaging Assets" shall mean any and all Second Closing
Acquired Assets other than the Packaging Equipment.

          (m) "Notice" shall have the meaning set forth in Section 3.3.

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          (n) "Packaging Equipment" shall mean any and all Halsey Equipment with
 application in the packaging of pharmaceutical products.

          (o) "Person" shall mean a natural person, a corporation, a
 partnership, a trust, a joint venture, a limited liability company, any
governmental authority or any other entity or organization.

          (p) "Refundable Amount" shall have the meaning assigned to such term
in the Asset Purchase Agreement.

          (q) "Related Agreement" shall have the meaning assigned to such term
 in the Asset Purchase Agreement.

          (r) "Retained Information" shall have the meaning assigned to such
term in the Asset Purchase Agreement.

          (s) "Second Closing Date" shall have the meaning assigned to such term
in the Asset Purchase Agreement.

          (t) "Term" shall have the meaning assigned to such term in Section
 3.1.

          (u) "Third Party" shall mean any person or entity who or which is
 neither a Party nor an Affiliate of a Party.

          (v) "Wells Facility" shall mean the land and facilities leased by the
Seller at 125 Wells Avenue, Congers, New York, being formerly known as Lot 26,
Block A, Section 128 and being currently known as Lot 3, Block 3, Section 44.11
on the tax maps of the Town of Clarkstown, New York.


2.       DELIVERY; USE AND OWNERSHIP; GRANT; RESERVATION OF RIGHTS

     2.1 Delivery; Use and Ownership. On or before the First Closing Date, the
Seller shall deliver to the Purchaser possession of all of the Second Closing
Acquired Assets and all information, records and materials contained therein
(e.g. full access to use, copies of documents etc.). All such information,
records and materials provided by the Seller shall be filed in files at the
Facilities or packaged, organized and listed in a commercially reasonable
manner, at the Seller's cost. While the Purchaser shall be permitted to exploit
and use the Second Closing Acquired Assets in accordance with this Agreement,
during the Term the Seller shall retain title and ownership to the Second
Closing Acquired Assets. During the Term prior to the effectiveness of the
termination of this Agreement with respect to the Non-Packaging Assets, the
Purchaser shall have the undisturbed quiet use and enjoyment of all of the
Non-Packaging Assets and the Seller shall not interfere in any way with the
Purchaser's quiet use and enjoyment of any of the Non-Packaging Assets. During
the Term, the Purchaser shall have the undisturbed quiet use and enjoyment of
all of the Packaging Equipment and the Seller shall not interfere in any way
with the Purchaser's quiet use and enjoyment of any of the Packaging Equipment.

                                       3

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     2.2 Grant of License.

          (a) During the Term until the effectiveness of the termination of this
Agreement with respect to the Non-Packaging Assets, the Seller hereby grants to
the Purchaser and its Affiliates an exclusive, worldwide, royalty-free right and
license, together with the right to grant sublicenses, to (i) all of the
Seller's rights, as of the First Closing Date, to make, have made, use, offer
for sale, sell, import, develop and commercialize the Products, (ii) use and
operate for any purpose the Halsey Equipment which is not included in the
Packaging Equipment, (iii) utilize for any purpose the Manufacturing Information
relating to the Halsey Equipment which is not included in the Packaging
Equipment, (iv) utilize for any purpose the Intellectual Property relating to
the Halsey Equipment which is not included in the Packaging Equipment, (v)
utilize for any purpose the Product Registrations and the Transferred
Documentation, and (vi) to utilize the Retained Information in connection with
any of the foregoing.

          (b) In addition, during the Term, Seller hereby grants to the
Purchaser and its Affiliates an exclusive, worldwide, royalty-free right and
license, together with the right to grant sublicenses, to (i) use and operate
for any purpose the Packaging Equipment, (ii) utilize for any purpose the
Manufacturing Information relating to the Packaging Equipment, (iii) utilize for
any purpose the Intellectual Property relating to the Packaging Equipment, and
(iv) to utilize the Retained Information in connection with any of the
foregoing.


3.       TERM; TERMINATION

     3.1 Term; Termination. The term of this Agreement (the "Term") shall
commence on the First Closing Date and shall continue until the earlier of: (a)
the Second Closing Date, or (b) June 30, 2007, or (c) with respect to the
Non-Packaging Assets only, following termination of the Asset Purchase Agreement
and payment in full to the Purchaser by the Seller of the Refundable Amount as
well as any other amounts which are then due and payable by the Seller to the
Purchaser under the Asset Purchase Agreement or any Related Agreement in
accordance with Section 9.2 of the Asset Purchase Agreement, six (6) months
written notice to the Purchaser of the Seller's intention to remove the
Non-Packaging Assets from the Facilities (which notice may only be given after
payment of such amounts). Following such notice, during such six (6) month
period and thereafter until the obligations of the Seller described in Section
3.2 are fully performed, the Seller shall use its best efforts to cooperate with
the Purchaser in the unwinding of the relationship established herein with
respect to the Non-Packaging Assets in an orderly manner. The provisions of this
Section 3 shall survive any termination of this Agreement.

     3.2 Effect of Notice under Section 3.1(c). If and when the Seller gives
 notice in accordance with and as permitted under Section 3.1(c), then:

          (a) Except as otherwise agreed by the Parties, promptly, but in no
event less than 3 business days, following the end of the six (6) month period
described in Section 3.1(c), the Non-Packaging Assets shall be removed from the
Facilities by the Seller, at the Seller's cost, in a manner so as to be
minimally disruptive to the operations of the Purchaser and to the

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Purchaser's use and enjoyment of the Facilities, the improvements thereon or the
other equipment located at the Facilities.

          (b) The Seller shall, at its expense, promptly restore the Facilities
to good condition and reimburse or pay the Purchaser for any and all reasonable
costs and expenses incurred or to be incurred by the Purchaser in connection
with the Seller's activities in removing the Non-Packaging Assets from the
Facilities, including (i) any damages sustained to the Facilities, the
improvements thereon or the other equipment located at the Facilities, and (ii)
repairing the Facilities and the improvements thereon such that they once again
can be used by the Purchaser for the purposes for which they were used by the
Purchaser prior to the removal of the Non-Packaging Assets.

          (c) On the first business day following the end of the six (6) month
period described in Section 3.1(c), the Seller shall post a performance bond in
the amount of One Hundred Fifty Thousand Dollars ($150,000) with a Third Party
bank or trust company, both the form of bond and institution being acceptable to
the Purchaser, to support payment and performance of the Seller's obligations
under this Section 3.2.

          (d) The Purchaser shall be permitted, but shall not be obligated, to
continue to sell, distribute and import any inventory it has of the Products
until such inventory is exhausted.

     3.3 Packaging Equipment. If a Second Closing has not occurred, promptly
upon the Purchaser's request and in no event later than the end of the Term, the
Packaging Equipment shall be removed from the Facilities by the Seller, at the
Seller's cost, in a manner so as to be minimally disruptive to the operations of
the Purchaser and to the Purchaser's use and enjoyment of the Facilities, the
improvements thereon or the other equipment located at the Facilities. In such
event:

          (a) The Seller shall, at its expense, promptly restore the Facilities
to good condition and reimburse or pay the Purchaser for any and all reasonable
costs and expenses incurred or to be incurred by the Purchaser in connection
with the Seller's activities in removing the Packaging Equipment from the
Facilities, including (i) any damages sustained to the Facilities, the
improvements thereon or the other equipment located at the Facilities, and (ii)
repairing the Facilities and the improvements thereon such that they once again
can be used by the Purchaser for the purposes for which they were used by the
Purchaser prior to the removal of the Packaging Equipment.

          (b) At least three (3) business days prior to the scheduled removal of
the Packaging Equipment, the Seller shall post a performance bond in the amount
of One Hundred Fifty Thousand Dollars ($150,000) with a Third Party bank or
trust company, both the form of bond and institution being acceptable to the
Purchaser, to support payment and performance of the Seller's obligations under
this Section 3.3.



     3.4 Losses, damage to or destruction of any of the Second Closing Acquired
Assets.


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          (a) Subject to Section 2.8 of the Asset Purchase Agreement, the
Purchaser shall have no liability whatsoever to the Seller with regard to any
losses, damage to or destruction of any of the Second Closing Acquired Assets,
whenever sustained or occurred, whether during the Term or thereafter. Any
insurance held by the Purchaser covering any of the Second Closing Acquired
Assets shall be solely for the benefit of the Purchaser and the Seller shall
have no claim against such insurance for any loss, damage or destruction of any
of the Second Closing Acquired Assets. At no time, whether during the Term or
thereafter, shall the Purchaser have any duty whatsoever to care for, keep in
good repair, guard from harm or otherwise maintain or protect from any loss,
damage or destruction, any of the Second Closing Acquired Assets. The Seller
shall take possession of the Second Closing Acquired Assets from the Purchaser
"AS-IS", "WHERE-IS". THE PURCHASER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, WITH REGARD TO ANY SECOND CLOSING ACQUIRED ASSETS AND THE
SELLER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

          (b) Nothing in this Agreement shall in anyway restrict, limit or
impair the Purchaser's rights and remedies under the Security Agreement.

     3.5 Right of First Refusal. At all times after the termination of the Asset

Purchase Agreement, during the Term and until two (2) years following the end of
the Term (the "First Refusal Period"), the Purchaser shall have a right of first
refusal with respect to the Second Closing Acquired Assets, as provided in this
Section 3.5. Without limiting any other obligation of the Seller set forth in
this Agreement, the Asset Purchase Agreement or any Related Agreement, during
the First Refusal Period, the Seller shall not sell, assign, lease or otherwise
transfer any Second Closing Acquired Assets, or any rights to possess or use any
Second Closing Acquired Assets, to any Third Party or authorize or create any
obligation to do so other than pursuant to a bona fide good faith offer and
without first giving the Purchaser notice in writing of the Seller's intent to
do so together with complete copies of all final proposed (unexecuted) contracts
with any Third Party relating to same together with all completed exhibits,
schedules and descriptions (the "Notice"), and the Purchaser does not elect to
enter into any such contract. After receipt of the Notice, the Purchaser shall
have a period of up to ninety (90) days to determine whether or not it desires
enter into the contracts contained in the Notice relating to what the Seller is
proposing to do with the Second Closing Acquired Assets in place of the Third
Party counterparty). In the event that the Purchaser does not elect to enter
into such contracts within such ninety (90) day period, the Seller may enter
into such contracts with any Third Party but only in the form contained within
the Notice, and the Seller shall give the Purchaser such evidence as is required
by the Purchaser of the Seller's compliance with this Section 3.5.


4.       BANKRUPTCY.

     4.1 The Parties expressly agree that in the event the Seller becomes a
debtor under Title 11 of the United States Code, 11 U.S.C. ss. 101, et seq. (the
"Bankruptcy Code"), this Agreement shall constitute an executory contract,
subject to the provisions of 11 U.S.C. ss. 365.

                                       6


<PAGE>

The Parties further expressly agree and acknowledge that under this Agreement,
the Seller "is a licensor of a right to intellectual property" for the purposes
of 11 U.S.C. ss. 365(n), and that in the event the Seller becomes a debtor under
the Bankruptcy Code, the Purchaser, as licensee, shall be entitled to all of the
protections set forth and contained in 11 U.S.C. ss. 365(n).

     4.2 The Parties further expressly agree and acknowledge that: (i) the
Purchaser's possession and use of the subject matter of the license granted to
the Purchaser (the "Licensee") hereunder, as well as the performance by the
Seller (the "Licensor") of its obligations under this Agreement, are necessary
to effect the purpose of this Agreement, and the sale of the license granted to
the Licensee under this Agreement or the sale of the subject matter of the
license granted to the Licensee under this Agreement to any party or entity
other than the Licensee would cause irreparable harm to the Licensee; and (ii)
in the event of the Licensor's bankruptcy and the rejection of this Agreement
under 11 U.S.C. ss. 365, the Licensee may, at the Licensee's option, select a
Third Party to undertake the Licensor's obligations under this Agreement without
violating any provisions of this Agreement, including, any confidentiality or
exclusivity provisions, and the Licensee shall have no liability to the
Licensor, and the Licensor shall have no claim against the Licensee in the event
that the Licensee elects to have a Third Party undertake the Licensor's
obligations under this Agreement upon either or both of the Licensor's
bankruptcy and the rejection of this Agreement.


5.       MISCELLANEOUS PROVISIONS

     5.1 Notices. All notices and other communications required or permitted to

be given under this Agreement shall be in writing and shall be delivered
personally or sent by (a) registered or certified mail, return receipt
requested; (b) overnight via a nationally recognized courier service
guaranteeing next-day delivery, charges prepaid; or (c) facsimile (with original
promptly sent by any of the foregoing manners). Any such notices shall be
addressed to the receiving Party at such Party's address set forth below, or at
such other address as may from time to time be furnished by similar notice by
either Party:

          (a) if to the Seller, to:

                           Halsey Drug Co., Inc.
                           616 N. North Court
                           Palatine, Illinois 60067
                           Fax:  (847) 705-5399
                           Telephone:  (847) 705-7709
                           Attention: President and CEO

                           with a copy to:

                           St. John & Wayne, L.L.C.
                           Two Penn Plaza East
                           Newark, New Jersey 07105
                           Fax:  (973) 491-3555
                           Telephone:  (973) 491-3600
                           Attention:  William P. Oberdorf, Esq.

                                       7

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          (b) if to the Purchaser, to:

                           IVAX Pharmaceuticals New York LLC
                           4400 Biscayne Boulevard
                           Miami, Florida 33137
                           Telephone: (305) 575-4101
                           Facsimile: (305) 575-4105
                           Attention: Rafick Henein

                           with a copy to:

                           IVAX Corporation
                           4400 Biscayne Boulevard
                           Miami, Florida 33137
                           Telephone: (305) 575-6000
                           Facsimile: (305) 575-6049
                           Attention: General Counsel

                           with a copy to:

                           Reed Smith LLP
                           599 Lexington Avenue
                           New York, New York 10022-7650
                           Telephone: (212) 549-0238
                           Facsimile: (212) 521-5450
                           Attention: William R. Griffith, Esq.


All notices shall be effective upon such personal delivery or upon transmission
by facsimile, or next business day following delivery to such courier service,
or three calendar days after it is sent by such registered or certified mail, as
the case may be. Copies shall be sent in the same manner as originals.

     5.2 Descriptive Headings. The descriptive headings in this Agreement are
inserted for convenience only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

     5.3 Counterparts. This Agreement may be executed in one or more
counterparts, both of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the Parties and delivered to the other Party.

                                       8

<PAGE>


     5.4 Entire Agreement. This Agreement, the Asset Purchase Agreement and the
Related Agreements and the Schedules and Exhibits thereto contain the entire
agreement and understanding between the Parties hereto with respect to the
subject matter hereof and supersede all prior agreements and understandings
relating to such subject matter. Neither Party shall be liable or bound to any
other Party in any manner by any representations, warranties or covenants
relating to such subject matter except as specifically set forth herein or in
the Asset Purchase Agreement or the Related Agreements.

     5.5 Fees and Expenses. Regardless of whether or not the transactions
contemplated by this Agreement are consummated, except as otherwise provided
herein each Party shall bear its own fees and expenses incurred in connection
with the transactions contemplated by this Agreement.

     5.6 Independent Contractors. Nothing contained in this Agreement shall be
deemed to constitute a partnership or joint venture between the Seller and the
Purchaser, or to constitute one as the agent of the other. The Seller and the
Purchaser shall act solely as independent contractors, and nothing in this
Agreement shall be construed to give either Party the power or authority,
express or implied, to act for, bind, or commit the other Party.

     5.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to any
applicable principles of conflicts of law.

     5.8 Specific Performance. The Parties hereto agree that if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the Parties shall be entitled to specific performance of the terms of
this Agreement, in addition to any other remedy at law or equity.

     5.9 Further Actions. Each Party shall execute, acknowledge and deliver such
further instruments, and do all such other acts, as may be necessary or
appropriate in order to carry out the purposes and intent of this Agreement.

     5.10 Assignment. This Agreement may not be assigned by any Party hereto
without the prior written consent of the other Party, provided, however, that
the Purchaser may assign its rights under this Agreement to an Affiliate without
the consent of the Seller; provided, that such assignment shall not be deemed to
release the Purchaser from its obligations hereunder. Any attempted assignment
in violation of this Section 5.10 shall be void.

     5.11 Successors and Assigns. This Agreement shall be binding upon and inure
solely to the benefit of the Parties hereto, their successors and permitted
assigns, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other person or persons any rights, benefits or remedies
of any nature whatsoever under or by reason of this Agreement.

     5.12 Severability. In the event that any one or more of the provisions
contained in this Agreement, 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

                                       9

<PAGE>


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 in this Agreement shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the Parties hereto
shall be enforceable to the fullest extent permitted by law.

     5.13 Consent to Jurisdiction. Each of the Purchaser and the Seller
irrevocably submits to the exclusive jurisdiction of the U.S. District Court for
the Southern District of Florida, for the purposes of any suit, action or other
proceeding arising out of this Agreement, any Related Agreement or any
transaction contemplated hereby or thereby. Each of the Purchaser and the Seller
agrees to commence any such action, suit or proceeding either in the U.S.
District Court for the Southern District of Florida or if such suit, action or
other proceeding may not be brought in such court for jurisdictional reasons, in
the Courts of the State of Florida. Each of the Purchaser and the Seller further
agrees that service of any process, summons, notice or document by U.S.
registered mail to such Party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in Florida with
respect to any matters to which it has submitted to jurisdiction in this Section
5.13. Each of the Purchaser and the Seller irrevocably and unconditionally
waives any objection to the laying of venue of any action, suit or proceeding
arising out of this Agreement, any Related Agreement or the transactions
contemplated hereby and thereby in the U.S. District Court for the Southern
District of Florida, and hereby and thereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

     5.14 Waiver of Jury Trial.

          EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY RELATED INSTRUMENT. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE RELATED AGREEMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

     5.15 Attorney Fees. A Party in breach of this Agreement shall, on demand,
indemnify and hold harmless the other Party for and against all reasonable
out-of-pocket expenses, including legal fees, incurred by such other Party by
reason of the enforcement and protection of its rights under this Agreement. The
payment of such expenses is in addition to any other relief to which such other
Party may be entitled.

     5.16 Interpretation.

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<PAGE>

          (a) In the event an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any provisions of this
Agreement.

          (b) The definitions of the terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise, (A) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or therein); (B) any
reference to any Laws herein shall be construed as referring to such Laws as
from time to time enacted, repealed or amended; (C) any reference herein to any
Person shall be construed to include the Person's successors and assigns; (D)
the words "herein", "hereof" and "hereunder", and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any
particular provision hereof; and (E) all references herein to Sections, Exhibits
or Schedules shall be construed to refer to Sections, Exhibits and Schedules of
this Agreement.

     5.17 Joint and Several Obligations; Interpretation of "Seller".

         Halsey and Axiom shall be jointly and severally liable for the
obligations of the Seller and of each other under this Agreement and all of the
Related Agreements. Each reference to the phrase "the Seller" or "Seller" in
this Agreement or any Related Agreement to which Halsey and Axiom are both
parties shall be deemed to read as meaning "Halsey" as well as "Axiom".

                     [The next page is the signature page.]

                                       11


<PAGE>


     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.




                        HALSEY DRUG CO., INC.


                        By:             /s/ Andrew D. Reddick
                                     -----------------------------------
                        Name:        Andrew D. Reddick
                        Title:       President and CEO


                        AXIOM PHARMACEUTICAL CORPORATION


                        By:             /s/ Andrew D. Reddick
                                     -----------------------------------
                        Name:        Andrew D. Reddick
                        Title:       President and CEO


                        IVAX PHARMACEUTICALS NEW YORK LLC

                        By:             /s/ Jordan Siegel
                                     ------------------------------------------
                        Name:        Jordan Siegel
                        Title:       Vice President


                                       12


</TEXT>
</DOCUMENT>
